Lincoln National Corporation
Annual Report 2018

Plain-text annual report

LINCOLN NATIONAL CORPORATION® 2018 Annual Report to Shareholders Dear Shareholders, 2018 Annual Letter to Shareholders Our business model has a demonstrated track record of stability and financial success. We have consistently grown adjusted operating earnings per share, improved our adjusted operating return on equity, excluding accumulated other comprehensive income (“AOCI”), increased book value per share, excluding AOCI, and returned a significant amount of capital to shareholders. Importantly, these results have rewarded shareholders, as our stock has been one of the top three performers in our peer group1 over the last three, five and ten- year periods. In 2018, we once again delivered strong results with: • Adjusted operating earnings per share of $8.48, a Lincoln record and up 9%2 • Adjusted operating return on equity, excluding AOCI, of 13.5%2 • Book value per share, excluding AOCI, increased to $68, another record2 • Approximately $2.5 billion of capital deployed towards buybacks, dividends and acquisitions We are particularly pleased with this year’s results as we also successfully accomplished many strategic objectives that we prioritized over the past several years including: Group benefits acquisition: A group benefits acquisition was a focus of ours for some time. We are glad that we waited for the right opportunity as we found the perfect partner with Liberty Mutual. In May, we acquired their group benefits business, which gives us more scale, combines business models that are highly complementary and provides a comprehensive product portfolio and capabilities to all size employers. The acquisition also accelerated our goal of increasing sources of earnings from traditional insurance risks. As a result, 32% of our total earnings in 2018 came from insurance risks, and we expect this percentage to rise over time. We are pleased with the initial phases of the integration as customer retention and pricing actions are ahead of plan, which has enabled premiums and margins to outperform our initial expectations. Positive annuity net flows: After net flows in our Annuities business turned negative for the first time in 2016, we established an action plan to return to positive flows. This included a strategic decision to participate in more segments of the marketplace to enable us to reach more customers and advisers while also diversifying our sales mix. During the fourth quarter, 52% of Annuities sales came from new products and expanded distribution, and we accomplished our goal of returning to positive net inflows, with our diversification strategy driving positive flows in both fixed and variable annuities. For the full year, we saw a nearly 200 basis point improvement in our organic growth rate. We are confident that sales momentum will continue and net flows will be positive for the full year in 2019. Expense savings: We have initiated two significant expense savings programs. A few years ago, we made a strategic decision to accelerate our investments in digital, with a focus on enhancing the customer experience while also realizing expense savings. This initiative is progressing well, and we expect savings to largely offset expenses in 2019, consistent with our prior target, and material bottom-line savings to begin emerging in 2020. Separately, we are on pace to achieve our targeted expense savings from the Liberty Mutual acquisition by the end of 2019, a year ahead of plan, and expect additional upside in 2020. When taken together, we ultimately expect total expense savings of approximately $250 million, pre-tax. We are proud of these accomplishments and excited to continue our positive momentum. Our simple, straightforward and clear business model will empower us to advance key business strategies aimed at driving long-term, sustainable growth in our four business segments: Life Insurance, Annuities, Retirement Plan Services (“RPS”) and Group Protection. Some key strategies where we will dedicate our attention include: Leveraging our powerful distribution model, expanding customer solutions and targeting attractive long-term growth opportunities. Our powerful retail franchise benefits from expanding the product portfolio in attractive, fast-growing segments of the market and increasing the breadth and effectiveness of our distribution force. These tactics drove solid growth within all four businesses in 2018 and continue to position us well in the marketplace. For example, in 2018 Annuities sales increased significantly, individual Life Insurance sales were the highest in a decade, Group Protection sales increased for the third straight year and RPS deposits were a record. We expect further momentum as we expand distribution, including through our new annuity distribution arrangement with Allstate, and capitalize on attractive long-term growth opportunities in the linked-benefit, smaller face term insurance and employee-paid group benefits markets. 1 Lincoln defines its peer group as any company that was included as a member of its relative total shareholder return performance peer group for performance cycles beginning in 2016 through 2018, as disclosed in its three most recent proxy statements, and whose shares were publicly traded at both the beginning and end of the respective three, five and ten-year periods referenced. It includes: AEGON N.V.; Ameriprise Financial, Inc.; Manulife Financial Corp.; MetLife, Inc.; Principal Financial Group, Inc.; Prudential Financial, Inc.; Sun Life Financial, Inc.; Torchmark Corp.; Unum Group and Voya Financial, Inc. Voya Financial, Inc. is not included in the ten- year period, as it was not publicly traded in 2009. 2A reconciliation of non-GAAP measures to their most comparable GAAP measures appears at the end of this letter. Actively managing capital and consistently returning capital to shareholders. Capital generation and deployment remain important drivers of enhancing shareholder value. In 2018, we allocated approximately $2.5 billion towards buybacks, dividends and our acquisition of the Liberty Mutual group benefits business. Total capital returned to shareholders was above our initial outlook as we executed an in- force fixed annuity reinsurance transaction to fund an accelerated share repurchase program. This transaction is an example of our commitment to identify incremental opportunities to maximize the value of our attractive in-force business to reward shareholders. We are well positioned to continue to fund new business growth at attractive returns while also returning a significant amount of capital to shareholders. Continuing to invest in our employees. Talent is a key driver at Lincoln. Since 2009, we have seen salaries for non-executives increase at a faster rate than the average wages for the United States population. We couple this with a deep commitment to employee development and promotion opportunities, diversity and inclusion, wellness and retirement planning. To these points, we are proud that we have been recognized by Forbes as one of the Best Large Employers, Best Employers for Diversity and Best Employers for Women in 2018. Additionally, we received a perfect score of 100% on both the Human Rights Campaign Corporate Equality Index and the Disability Equality Index. Committing to our communities and sustainability. We remain committed to our communities and environmental, social and governance (“ESG”) matters. Lincoln’s Foundation has donated approximately $9 million in 2018, and our employees volunteered thousands of hours collectively, to address challenges in local communities. We are also mindful that our ability to manage ESG matters is essential to sustainable growth, and we integrate these considerations into our assessments of risks and opportunities. We continually deepen our understanding and evolve our approaches through engagement with various thought leaders and stakeholders. We are pleased to be included on ESG indexes such as Dow Jones Sustainability Index and FTSE4Good. In closing, on behalf of Lincoln’s Board of Directors, management and all our employees, we would like to thank you for your continued trust and investment. We are pleased with what we achieved in 2018 and look forward to further success. Dennis R. Glass President and CEO March 26, 2019 William H. Cunningham Chairman of the Board Forward-Looking Statements – 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 36 and “Risk Factors” beginning on page 17. Definitions of Non-GAAP Measures Adjusted income (loss) from operations, adjusted operating revenues and adjusted operating return on equity (“ROE”) are financial measures we use to evaluate and assess our results. These financial measures are non-GAAP financial measures and do not replace GAAP net income (loss), revenues and ROE, the most directly comparable GAAP measures. Adjusted Income (Loss) from Operations Adjusted income (loss) from operations is GAAP net income (loss) excluding the after-tax effects of the following items, as applicable: • Realized gains and losses associated with the following (“excluded realized gain (loss)”): Sales or disposals and impairments of securities;   Changes in the fair value of derivatives, embedded derivatives within certain reinsurance arrangements and trading securities;  Changes in the fair value of the derivatives we own to hedge our guaranteed death benefit (“GDB”) riders within our variable annuities;  Changes in the fair value of the embedded derivatives of our guaranteed living benefit (“GLB”) riders reflected within variable annuity net derivative results accounted for at fair value;  Changes in the fair value of the derivatives we own to hedge our GLB riders reflected within variable annuity net derivative results;  Changes in the fair value of the embedded derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods for our indexed annuity products accounted for at fair value; and  Changes in the fair value of equity securities; Income (loss) from reserve changes, net of related amortization, on business sold through reinsurance; • Changes in reserves resulting from benefit ratio unlocking on our GDB and GLB riders; • • Gains (losses) on early extinguishment of debt; • Losses from the impairment of intangible assets; • Income (loss) from discontinued operations; • Acquisition and integration costs related to mergers and acquisitions; and • Income (loss) from the initial adoption of new accounting standards, regulations and policy changes including the net impact from the Tax Cuts and Jobs Act. Adjusted Operating Revenues Adjusted operating revenues represent GAAP revenues excluding the pre-tax effects of the following items, as applicable: • Excluded realized gain (loss); • Revenue adjustments from the initial adoption of new accounting standards; • Amortization of DFEL arising from changes in GDB and GLB benefit ratio unlocking; and • Amortization of deferred gains arising from reserve changes on business sold through reinsurance. Adjusted Operating ROE Adjusted operating ROE measures how efficiently we generate profits from the resources provided by our net assets. Operating ROE as used herein is calculated by dividing adjusted income (loss) from operations by average equity, excluding AOCI. Book Value Per Share Excluding AOCI Book value per share excluding AOCI is calculated based upon a non-GAAP financial measure. It is calculated by dividing stockholders’ equity excluding AOCI by common shares outstanding. We provide book value per share excluding AOCI to enable investors to analyze the amount of our net worth that is primarily attributable to our business operations. Management believes book value per share excluding AOCI is useful to investors because it eliminates the effect of items that can fluctuate significantly from period to period, primarily based on changes in interest rates. Book value per share is the most directly comparable GAAP measure. A reconciliation of net income (loss) to adjusted income (loss) from operations (in millions of dollars, except per share data) is presented below: Total Revenues Less: Excluded realized gain (loss) Amortization of DFEL on benefit ratio unlocking Amortization of deferred gains arising from reserve changes on business sold through reinsurance Total Adjusted Operating Revenues Net Income (Loss) Available to Common Stockholders – Diluted Less: Adjustment for deferred units of LNC stock in our deferred compensation plans (1) Net Income (Loss) Less (2): Excluded realized gain (loss) Benefit ratio unlocking Net impact from the Tax Cuts and Jobs Act Impairment of intangibles Acquisition and integration costs related to mergers and acquisitions, after-tax Gain (loss) on early extinguishment of debt Adjusted Income (Loss) from Operations Weighted-Average Shares – Diluted Earnings (Loss) Per Common Share – Diluted Net inc ome (loss) Adjusted inc ome (loss) from operations , Average Stockholders Equity Average equity, including average AOCI Average AOCI Average equity, excluding AOCI ROE, Including AOCI Net inc ome (loss) Adjusted Operating ROE, Excluding AOCI Adjusted inc ome (loss) from operations For the Years Ended December 31, $ $ $ $ $ $ $ 2018 2017 16,424 $ 14,257 (46) (5) - 16,475 1,623 (18) 1,641 (37) (136) 19 - (67) (18) 1,880 219.6 7.40 8.48 15,517 1,602 13,915 10.6% 13.5% $ $ $ $ $ $ (336) 3 1 14,589 2,086 7 2,079 (218) 129 1,322 (905) - (3) 1,754 226.2 9.22 7.79 15,796 2,454 13,342 13.2% 13.1% (1) The numerator used in the calculation of our diluted EPS is adjusted to remove the mark-to-market adjustment for deferred units of LNC stock in our deferred compensation plans if the effect of equity classification would result in a more dilutive EPS. (2) We use our prevailing federal income tax rates of 21% and 35%, where applicable, while taking into account any permanent differences for events recognized differently in our financial statements and federal income tax returns when reconciling our non- GAAP measures to the most comparable GAAP measure. A reconciliation of book value per share to book value per share excluding AOCI is presented below: Book value per share, including AOCI Per share impact of AOCI Book value per share, excluding AOCI As of December 31, 2018 2017 $ $ 69.71 1.98 67.73 79.43 14.81 64.62 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K (Mark One)  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 OR  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 1-6028 LINCOLN NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation or organization) 35-1140070 (I.R.S. Employer Identification No.) 150 N. Radnor Chester Road, Suite A305, Radnor, Pennsylvania (Address of principal executive offices) 19087 (Zip Code) Registrant’s telephone number, including area code: (484) 583-1400 Securities registered pursuant to Section 12(b) of the Act: Common Stock Warrants, each to purchase one share of common stock Title of each class Name of each exchange on which registered New York New York Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Securities registered pursuant to Section 12(g) of the Act: None Yes  No  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  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer  Non-accelerated filer  Accelerated filer Smaller reporting company  Emerging growth company   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No  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 $12.0 billion. Shares of common stock held by each executive officer and director and each entity that owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 14, 2019, 204,293,812 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 May 24, 2019, have been incorporated by reference into Part III of this Form 10-K. ________________________________________________________________________________________________________ Lincoln National Corporation Table of Contents PART I Page Item 1. Business Overview Business Segments and Other Operations Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Reinsurance Reserves Investments Financial Strength Ratings Regulatory Employees Available Information 1A. Risk Factors 1B. Unresolved Staff Comments 2. 3. Properties Legal Proceedings 4. Mine Safety Disclosures Executive Officers of the Registrant 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of PART II 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 Critical Accounting Policies and Estimates Acquisitions and Dispositions Results of Consolidated Operations Results of Annuities Results of Retirement Plan Services Results of Life Insurance Results of Group Protection Results of Other Operations Realized Gain (Loss) and Benefit Ratio Unlocking Consolidated Investments Reinsurance Review of Consolidated Financial Condition Liquidity and Capital Resources 1 1 2 2 4 6 8 9 9 10 10 10 11 17 17 17 32 32 32 32 33 34 35 36 36 37 37 41 50 51 53 59 63 68 71 73 76 89 90 90 Lincoln National Corporation Table of Contents Item Page 7A. Quantitative and Qualitative Disclosures About Market Risk 8. 9. Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9A. Controls and Procedures 9B. Other Information PART III 10. Directors, Executive Officers and Corporate Governance 11. Executive Compensation 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13. Certain Relationships and Related Transactions, and Director Independence 14. Principal Accounting Fees and Services PART IV 15. Exhibits, Financial Statement Schedules Index to Exhibits Signatures Index to Financial Statement Schedules 98 105 186 186 186 186 187 187 188 188 188 189 193 FS-1 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 “Item 1A. Risk Factors” and in the “Forward-Looking Statements – Cautionary Language” in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) of the Form 10-K. Our consolidated financial statements and the accompanying notes to the consolidated financial statements (“Notes”) are presented in “Part II – Item 8. Financial Statements and Supplementary Data.” Item 1. Business OVERVIEW Lincoln National Corporation (“LNC,” which also may be referred to as “Lincoln,” “we,” “our” or “us”) is a holding company, which operates multiple insurance and retirement businesses through subsidiary companies. Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions. LNC was organized under the laws of the state of Indiana in 1968. We currently maintain our principal executive offices in Radnor, Pennsylvania. “Lincoln Financial Group” is the marketing name for LNC and its subsidiary companies. As of December 31, 2018, LNC had consolidated assets of $298.1 billion and consolidated stockholders’ equity of $14.4 billion. We provide products and services and report results through four segments as follows: Business Segments Annuities Retirement Plan Services Life Insurance Group Protection We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments. The results of Lincoln Financial Network (“LFN”) and Lincoln Financial Distributors (“LFD”), our retail and wholesale distributors, respectively, are included in the segments for which they distribute products. LFD distributes our individual products and services, retirement plans and corporate-owned universal life insurance and variable universal life insurance (“COLI”) and bank-owned universal life insurance and variable universal life insurance (“BOLI”) products and services. The distribution occurs primarily through consultants, brokers, planners, agents, financial advisers, third-party administrators (“TPAs”) and other intermediaries. Group Protection distributes its products and services primarily through employee benefit brokers, TPAs and other employee benefit firms. As of December 31, 2018, LFD had approximately 620 internal and external wholesalers (including sales and relationship managers). As of December 31, 2018, LFN offered LNC and non-proprietary products and advisory services through a national network of approximately 8,640 active producers who placed business with us within the last 12 months. Financial information in the tables that follow is presented in accordance with United States of America generally accepted accounting principles (“GAAP”), unless otherwise indicated. We provide revenues, income (loss) from operations and assets attributable to each of our business segments and Other Operations in Note 21. Acquisitions and Dispositions On May 1, 2018, we completed the acquisition of 100% of the capital stock of Liberty Life Assurance Company of Boston (“Liberty Life” or “LLACB”), which operates a group benefits business (“Liberty Group Business”) and individual life and individual and group annuity business (the “Liberty Life Business”), from Liberty Mutual Insurance Company. In connection with the acquisition, Liberty Life sold the Liberty Life Business on May 1, 2018, by entering into reinsurance agreements and related ancillary documents with Protective Life Insurance Company and its wholly-owned subsidiary, Protective Life and Annuity Insurance Company (together with Protective Life Insurance Company, “Protective”), providing for the reinsurance and administration of the Liberty Life Business. Liberty Life’s excess capital of $1.8 billion was paid to Liberty Mutual Insurance Company through an extraordinary dividend at the acquisition date. We paid $1.5 billion of cash to Liberty Mutual Insurance Company to acquire the Liberty Group Business. On July 16, 2015, we closed on the sale of Lincoln Financial Media Company with Entercom Communications Corp. (“Entercom Parent”) and Entercom Radio, LLC. We received $75 million in cash, net of transaction expenses, and $28 million face amount of perpetual cumulative convertible preferred stock of Entercom Parent. For further information about acquisitions and divestitures, see Note 3. 1 BUSINESS SEGMENTS AND OTHER OPERATIONS ANNUITIES Overview The Annuities segment provides tax-deferred investment growth and lifetime income opportunities for its clients by offering variable annuities, fixed (including indexed) annuities and indexed variable annuities. The “fixed” and “variable” classifications describe whether we or the contract holders bear the investment risk of the assets supporting the contract. With “indexed variable” annuities, the extent to which we or the contract holders bear the investment risk of the assets is based on the investment allocations. The annuity classification also determines the manner in which we earn investment margin profits from these products, either as investment spreads for fixed products, as asset-based fees charged to variable products, or as both for indexed variable products. Annuities have several features that are attractive to customers. Annuities are unique in that contract holders can select a variety of payout alternatives to provide an income flow for life. Many annuity contracts also include guarantee features (living and death benefits) that are not found in any other investment vehicle and, we believe, make annuities attractive especially in times of economic uncertainty. In addition, growth on the underlying principal in certain annuities is granted tax-deferred treatment, 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. Products In general, an annuity is a contract between an insurance company and an individual in which the insurance company, after receipt of one or more premium payments, 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 or as requested. Periodic payments can begin within 12 months after the premium 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. Variable Annuities A variable annuity provides the contract holder the ability to direct the investment of premium deposits into one or more variable sub- accounts (“variable funds”) offered through the product (“variable portion”) and, for a specified period, into a fixed account (if available) with a guaranteed return (“fixed portion”). The value of the variable portion of the contract holder’s account varies with the performance of the underlying variable funds chosen by the contract holder. Our variable funds include the Managed Risk Strategies fund options, a series of funds that embed volatility risk management and, with some funds, capital protection strategies, inside the funds themselves. These funds seek to reduce equity market volatility risk for both the contract holder and us. As of December 31, 2018 and 2017, the Managed Risk Strategies funds totaled $36.9 billion and $39.2 billion, or 34% and 33%, respectively, of total variable annuity account values, respectively. We charge mortality and expense assessments and administrative fees on variable annuity accounts to cover insurance and administrative expenses. These assessments are built into accumulation unit values, which when multiplied by the number of units owned for any variable fund equals the contract holder’s account value for that variable fund. In addition, for some contracts, we impose surrender charges, which are typically applicable during the early years of the annuity contract, with a declining level of surrender charges over time. We offer guaranteed benefit riders with certain of our variable annuity products, such as a guaranteed death benefit (“GDB”), a guaranteed withdrawal benefit (“GWB”), a guaranteed income benefit (“GIB”) and a combination of such benefits. In 2018 and 2017, 35% of our variable annuity deposits were on products without guaranteed living benefit (“GLB”) riders, compared to 30% in 2016. The GDB features offered include those where we contractually guarantee to the contract holder that upon death, depending on the particular product, we will return no less than: the current contract value; the total deposits made to the contract, adjusted to reflect any partial withdrawals; the highest contract value on a specified anniversary date adjusted to reflect any partial withdrawals following the contract anniversary. We offer product riders including the Lincoln Lifetime IncomeSM Advantage 2.0 (Managed Risk) and Lincoln Market SelectSM Advantage riders, which are hybrid benefit riders combining aspects of GWB and GIB. These benefit riders allow the contract holder the ability to take income at a maximum rate of up to 6.00% for Lincoln Lifetime Income Advantage 2.0 (Managed Risk) and 5.75% for Lincoln Market Select Advantage of the guaranteed amount when they are above the lifetime income age or income through i4LIFE® Advantage with the GIB. Lincoln Lifetime Income Advantage 2.0 (Managed Risk) and Lincoln Market Select Advantage riders provide higher income if the contract holder delays withdrawals. Lincoln Lifetime Income Advantage 2.0 (Managed Risks) and Lincoln Market Select Advantage include both an enhancement to the guaranteed amount each year a withdrawal is not taken for a specified period of time and an annual step-up of the guaranteed amount to the current contract value. Contract holders under Lincoln Lifetime Income Advantage 2.0 (Managed Risk) are subject to the allocation of their account value to our Managed Risk Strategies fund options and certain fixed-income options. Contract holders under Lincoln Market Select Advantage are subject to restrictions on the allocation of their account value within the various investment choices. We also offered Lincoln Max 6 SelectSM Advantage as an optional living benefit rider that provides contract holders 2 with an income base that grows annually at either the greater of 6% simple or account value growth with up to 6.5% income at age 65 and 3% guaranteed income if the account value falls to zero. Contract holders under Lincoln Max 6 Select Advantage are subject to restrictions on the allocation of their account value within the various investment choices. We also offer the i4LIFE® Advantage, i4LIFE Advantage Guaranteed Income Benefit (Managed Risk) and i4LIFE® Advantage Guaranteed Income Benefit riders. These riders allow variable annuity contract holders access and control during a portion of the income distribution phase of their contract. This added flexibility allows the contract holder to access the account value for transfers, additional withdrawals and other service features like portfolio rebalancing. In general, GIB is an optional feature available with i4LIFE Advantage and a non-optional feature on i4LIFE Advantage Guaranteed Income Benefit (Managed Risk) and i4LIFE Advantage Select Guaranteed Income Benefit that guarantees regular income payments will not fall below the greater of a minimum income floor set at benefit issue and 75% of the highest income payment on a specified anniversary date (reduced for any subsequent withdrawals). Contract holders under i4LIFE Advantage Guaranteed Income Benefit (Managed Risk) are subject to the allocation of their account value to our Managed Risk Strategies fund options and certain fixed-income options. Contract holders under i4LIFE Advantage Guaranteed Income Benefit are subject to restrictions on the allocation of their account value within the various investment choices. We also offer the 4LATER® Select Advantage rider. This rider provides a minimum income base used to determine the GIB floor when a client begins income payments under i4LIFE Advantage Guaranteed Income Benefit (Managed Risk). 4LATER Select Advantage rider provides growth during the accumulation phase through both an enhancement to the income base each year a withdrawal is not taken for a specified period of time and an annual step-up of the income base to the current contract value. Contract holders under the 4LATER Select Advantage rider are subject to restrictions on the allocation of their account value within the various investment choices. We design and actively manage the features and structure of our guaranteed benefit riders to maintain a competitive suite of products consistent with profitability and risk management goals. To mitigate the increased risks associated with guaranteed benefits, we utilize a dynamic hedging program. The customized dynamic hedging program uses equity, interest rate and currency futures positions, interest rate and total return swaps and equity-based options depending upon the risks underlying the guarantees. For more information on our hedging program, see “Critical Accounting Policies and Estimates – Derivatives” and “Realized Gain (Loss) and Benefit Ratio Unlocking” in the MD&A. For information regarding risks related to guaranteed benefits, see “Item 1A. Risk Factors – Market Conditions – Changes in the equity markets, interest rates and/or volatility affect the profitability of our products with guaranteed benefits; therefore, such changes may have a material adverse effect on our business and profitability.” Although we do not have any significant concentration of customers, our American Legacy Variable Annuity (“ALVA”) product is significant to this segment. The ALVA product accounted for 11%, 14% and 21% of our variable annuity product deposits in 2018, 2017 and 2016, respectively, and represented 38%, 40% and 41% of the segment’s total variable annuity product account values as of December 31, 2018, 2017 and 2016, respectively. In addition, fund choices for certain of our other variable annuity products offered include American Fund Insurance SeriesSM (“AFIS”) funds. AFIS funds accounted for 16%, 20% and 23% of variable annuity product deposits in 2018, 2017 and 2016, respectively, and represented 45%, 47% and 47% of the segment’s total variable annuity product account values as of December 31, 2018, 2017 and 2016, respectively. 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. Our fixed annuity product offerings consist of traditional fixed-rate and fixed indexed deferred annuities, as well as fixed-rate immediate and deferred income annuities with various payment options, including lifetime incomes. Fixed annuity contracts are general account obligations. 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 charges over time. On some policies, we also have a market value adjustment provision that protects us against disintermediation risk in the case of rapidly rising interest rates. 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 contract holders’ accounts. We offer single and flexible premium fixed deferred annuities. Single premium fixed deferred annuities are contracts that allow only a single premium to be paid. Flexible premium fixed deferred annuities are contracts that allow multiple premium payments, subject to contractual limits, on either a scheduled or non-scheduled basis. Our fixed indexed annuities allow the contract holder to choose between a fixed interest crediting rate and an indexed interest crediting rate, which is based on the performance of the Standard & Poor’s (“S&P”) 500 Index® (“S&P 500”), the S&P 500 Daily Risk Control 5%TM Index, the Balanced Capital Strength 6 Index (using First Trust Methodology), or the BlackRock iBLD Ascenda® Index. The indexed interest credit is guaranteed never to be less than zero. We offer guaranteed lifetime withdrawal benefit riders on certain fixed indexed annuities, namely Lincoln Lifetime IncomeSM Edge, Lincoln Lifetime Income Edge 2.0, and i4LIFE® Indexed Advantage. Lincoln Lifetime Income Edge and Lincoln Lifetime Income Edge 2.0 are guaranteed lifetime withdrawal benefit riders which allow the contract holder the ability to take income based on single life age-bands that increase each year the contract holder delays taking income withdrawals. Lincoln Lifetime Income Edge includes both a 5% compound enhancement to the guaranteed amount each year an income withdrawal is not taken for a specified period of time and an annual step-up of the guaranteed amount to the current contract value. Lincoln Lifetime Income Edge 2.0 provides guaranteed lifetime income based off an income base that grows annually at the greater of a 7% simple enhancement or the current account value. 3 We also offer i4LIFE® Indexed Advantage on certain fixed indexed annuities which provides fixed indexed annuity contract holders with access and control during a portion of the income phase of their contract. Each i4LIFE Indexed Advantage contract includes a GIB that guarantees regular income payments will not fall below a minimum income floor. The GIB has the opportunity to increase, should regular income payments increase over the current GIB. We use derivatives to hedge the equity market risk associated with our fixed indexed annuity products. For more information on our hedging program, see “Critical Accounting Policies and Estimates – Derivatives” and “Realized Gain (Loss) and Benefit Ratio Unlocking” in the MD&A. Indexed Variable Annuities An indexed variable annuity provides the contract holder the ability to direct the investment of premium deposits into one or more variable sub-accounts (“variable funds”) and/or indexed accounts offered through the product. The value of the variable sub-accounts varies with the performance of the underlying variable funds chosen by the contract holder. The index interest crediting rate for an indexed account is based, in part, on the performance of an index. We charge mortality and expense assessments and administrative fees on the variable funds to cover insurance and administrative expenses. These assessments are built into accumulation unit values, which when multiplied by the number of units owned for any variable fund equals the contract holder’s account value for that variable fund. In addition, for some contracts, we impose surrender charges, which are typically applicable during the early years of the annuity contract, with a declining level of surrender charges over time. We offer a guaranteed benefit rider where we contractually guarantee to the contract holder that upon death, depending on the particular product, we will return no less than: the current contract value or the total deposits made to the contract, adjusted to reflect any partial withdrawals. We also offer the i4LIFE Advantage rider. This rider allows annuity contract holders access and control during a portion of the income distribution phase of their contract. This added flexibility allows the contract holder to access the account value for transfers, additional withdrawals and other service features like portfolio rebalancing. We use derivatives to hedge the equity market risk associated with our indexed variable annuity products. For more information on our hedging program, see “Critical Accounting Policies and Estimates – Derivatives” and “Realized Gain (Loss) and Benefit Ratio Unlocking” in the MD&A. Distribution The Annuities segment distributes its individual fixed and variable annuity products through LFD. LFD’s distribution channels give the Annuities segment access to its target markets. LFD distributes the segment’s products to a large number of financial intermediaries, including LFN. The financial intermediaries include wire/regional firms, independent financial planners, financial institutions and managing general agents. Competition The annuities market is very competitive and consists of many companies, with no one company dominating the market for all products. The Annuities segment competes with numerous other financial services companies. The main factors upon which entities in this market compete are distribution channel access and the quality of wholesalers, investment performance, cost, product features, speed to market, brand recognition, financial strength ratings, crediting rates and client service. Overview RETIREMENT PLAN SERVICES The Retirement Plan Services segment provides employers with retirement plan products and services, primarily in the defined contribution retirement plan marketplace. Defined contribution plans are a popular employee benefit offered by employers large and small across a wide spectrum of industries. While our focus is employer-sponsored defined contribution plans, we also serve the defined benefit plan and individual retirement account (“IRA”) markets on a limited basis. We provide a variety of plan investment vehicles, including individual and group variable annuities, group fixed annuities and mutual fund-based programs. We also offer a broad array of plan services including plan recordkeeping, compliance testing, participant education and trust and custodial services through our affiliated trust company, the Lincoln Financial Group Trust Company. Products and Services The Retirement Plan Services segment currently brings three primary offerings to the employer-sponsored market: LINCOLN DIRECTORSM group variable annuity, LINCOLN ALLIANCE® program and Multi-Fund® variable annuity. 4 LINCOLN DIRECTOR group variable annuity is a 401(k) defined contribution retirement plan solution available to small businesses, typically those with plans having less than $10 million in account values. The LINCOLN DIRECTOR product offers participants a broad array of investment options from several fund families and a fixed account. The Retirement Plan Services segment earns revenue through asset charges and/or separate account charges, which are used to pay our fees for recordkeeping services. We also receive fees from the underlying mutual fund companies for the services we provide, and we earn investment margins on assets in the fixed account. LINCOLN DIRECTOR and Multi-Fund products are variable annuities. The LINCOLN ALLIANCE program is a mutual fund-based record-keeping platform. These offerings primarily cover the 403(b), 401(k) and 457 plan marketplace. The 403(b) plans are available to educational institutions, not-for-profit healthcare organizations and certain other not-for-profit entities; 401(k) plans are generally available to for-profit entities; and 457 plans are available to not-for-profit entities and state and local government entities. The investment options for our annuities encompass the spectrum of asset classes with varying levels of risk and include both equity and fixed-income. The LINCOLN ALLIANCE program is a defined contribution retirement plan solution aimed at small, mid and large market employers, typically those that have defined contribution plans with $10 million or more in account value. The target market is primarily healthcare providers, public sector employers, corporations and educational institutions. The program bundles our traditional fixed annuity products with the employer’s choice of mutual funds, along with recordkeeping, plan compliance services and customized employee education services. The program allows the use of any mutual fund. We earn fees for our recordkeeping and educational services and other services that we provide to plan sponsors and participants. We also earn investment margins on fixed annuities. In 2018, we launched YourPathSM portfolios, a new series of target-date portfolios for employer-sponsored retirement plans. These target-date portfolios are managed along multiple risk-based paths to support a more personalized investment approach based upon financial circumstances and risk tolerance. Multi-Fund variable annuity is a defined contribution retirement plan solution with full-bundled administrative services and investment choices for small- to mid-sized healthcare, education, governmental and not-for-profit employers sponsoring 403(b), 457(b) and 401(a)/(k) plans. The product is available to the employer through the Multi-Fund group variable annuity contract or directly to the individual participant through the Multi-Fund Select variable annuity contract. We earn mortality and expense charges, investment income on the fixed account and surrender charges from this product. We also receive fees for services that we provide to funds in the underlying separate accounts. Additionally, we offer other products and services that complement our primary offerings: • The Lincoln Next Step® series of products is a suite of mutual fund-based IRAs available exclusively for participants in Lincoln- serviced retirement plans and their spouses. The products can accept rollovers and transfers from other providers as well as ongoing contributions. The Lincoln Next Step IRA product has no annual account charges and offers an array of mutual fund investment options provided by 20 fund families all offered at net asset value. The Lincoln Next Step Select® IRA has an annual record keeping charge and offers an even wider array of mutual fund investment options from over 20 families, all at net asset value. We earn 12b-1 and service fees on the mutual funds within the product. • The Lincoln Secured Retirement IncomeSM product is a GWB made available through a group variable annuity contract. This product is intended to fulfill future needs of retirement security. By offering a GWB inside a retirement plan, we provide plan sponsors a solution that gives participants the ability to participate in the market and receive guaranteed income for life while still maintaining access to their plan account balance. • Through a group annuity contract, we offer fixed annuity products to retirement plans where we do not provide plan recordkeeping services. The fixed annuity is used within small, mid-large and large market employers covering the 403(b), 401(a)/(k) and 457 plan marketplaces. The annuity provides a conservative investment option for those plan participants seeking stability. In some cases, we earn investment margins on assets in the fixed account, and in other product versions we earn a fee on assets in the underlying custodial account. Distribution Retirement Plan Services products are primarily distributed in two ways: through our Institutional Retirement Distribution team and by LFD. Wholesalers distribute these products through advisers, consultants, banks, wirehouses and individual planners. We remain focused on wholesaler productivity, increasing relationship management expertise and growing the number of broker-dealer relationships. The Multi-Fund program is sold primarily by affiliated advisers. The LINCOLN ALLIANCE program is sold primarily through consultants, registered independent advisers and both affiliated and non-affiliated financial advisers, planners and wirehouses. LINCOLN DIRECTOR group variable annuity is sold in the small marketplace by intermediaries, including financial advisers and planners. Competition The retirement plan marketplace is very competitive and is comprised of many providers with no one company dominating the market for all products. As stated above, we compete with numerous other financial services corporations in the small, mid and large employer markets. The main factors upon which entities in this market compete are product strength, technology, service model delivery, participant education models, quality wholesale distribution access to intermediary firms and comprehensive marketing efforts to create 5 brand recognition. Our key differentiator is our high-touch, high-tech service model, which has been shown to drive positive outcomes for plan sponsors and participants. Overview LIFE INSURANCE The Life Insurance segment focuses on the creation and protection of wealth for its clients by providing life insurance products, including term insurance, both single (including COLI and BOLI) and survivorship versions of universal life insurance (“UL”), variable universal life insurance (“VUL”) and indexed universal life insurance (“IUL”) products, a linked-benefit product (which is UL with riders providing for long-term care costs) and a critical illness rider, which can be attached to UL, VUL or IUL policies. Some of our products include secondary guarantees, which are discussed more fully below. Generally, this segment has higher sales during the second half of the year with the fourth quarter being the strongest. Mortality margins, morbidity margins, investment margins, expense margins and surrender fees drive life insurance profits. Similar to the annuity product classifications described above, life products can be classified as “fixed” (including indexed) or “variable” contracts. This classification describes whether we or the contract holders 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. Products We offer four categories of life insurance products consisting of: UL UL insurance products provide life insurance with account values that earn rates of return based on company-declared interest rates. Contract holder account values are invested in our general account investment portfolio, so we bear the risk of investment performance. We offer a variety of UL products, such as Lincoln LifeGuarantee® UL, Lincoln LifeCurrent® UL and Lincoln LifeReserve® UL. We also offer a UL BOLI product. In a UL contract, contract holders typically 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 cost of insurance and expenses for the coming period. Under certain contract holder 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 contract holder’s account value and accrued with interest. The client has access to their account value (or a portion thereof), less surrender charges and policy loan payoffs, through contractual liquidity features such as loans, partial withdrawals and full surrenders. Loans and withdrawals reduce the death benefit amount payable and 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 surrenders and certain policy changes that occur during the contractual surrender charge period. Depending on the product selected, surrender charge periods can range from 0 to 25 years. We also offer fixed IUL products that function similarly to a traditional UL policy, with the added flexibility of allowing contract holders to have portions of their account values earn credits based on the performance of indexes such as the S&P 500. These products include Lincoln WealthPreserve® IUL, Lincoln WealthAccumulate® IUL, Lincoln WealthAdvantage® IUL and Lincoln LifeReserve® IUL Accumulator. As mentioned previously, we offer survivorship versions of our individual UL and IUL products. These products insure two lives with a single policy and pay death benefits upon the second death. These products include Lincoln LifeGuarantee® SUL and Lincoln WealthPreserve® Survivorship IUL. A UL policy with a lifetime secondary guarantee can stay in force, even if the base policy cash value is zero, as long as secondary guarantee requirements have been met. These products include Lincoln LifeGuarantee UL and Lincoln LifeGuarantee SUL. The secondary guarantee requirement is based on the payment of a required minimum premium or on the evaluation of a reference value within the policy, calculated in a manner similar to the base policy account value, but using different expense charges, cost of insurance charges and credited interest rates. The parameters for the secondary guarantee requirement are listed in the contract. As long as the contract holder pays the minimum premium or funds the policy to a level that keeps this calculated reference value positive, the policy is guaranteed to stay in force. The reference value has no actual monetary value to the contract holder; it is only a calculated value used to determine whether or not the policy will lapse should the base policy cash value be less than zero. VUL VUL products are UL products that provide a return on account values linked to an underlying investment portfolio of variable funds offered through the product. The value of the variable portion of the contract holder’s account is driven by the performance of the underlying variable funds chosen by the contract holder. As the return on the investment portfolio increases or decreases, the account value of the VUL policy will increase or decrease. In addition, VUL products offer a fixed account option that is managed by us. As with 6 fixed UL products, contract holders have access, within contractual maximums, to account values through loans, withdrawals and surrenders. Surrender charges are assessed during the surrender charge period, ranging from 0 to 20 years depending on the product. Our single life VUL products include Lincoln AssetEdge® VUL and Lincoln VULONE. Our COLI products are also VUL-type products. We also offer survivorship versions of our individual VUL products, Lincoln SVULONE and Lincoln Preservation Edge® SVUL. These products insure two lives with a single policy and pay death benefits upon the second death. We offer lifetime guaranteed benefit riders with certain of our VUL products, Lincoln VULONE and Lincoln SVULONE. The ONE rider features contractually guarantee to the contract holder that upon death, as long as secondary guarantee requirements have been met, the death benefit will be payable even if the account value equals zero. Our secondary guarantee benefits maintain the flexibility of a traditional UL or VUL policy, which allow a contract holder to take loans or withdrawals. Although loans and withdrawals are likely to shorten the time period of the secondary guarantee, the guarantee is not automatically or completely forfeited. The length of the guarantee may be increased at any time through additional excess premium deposits. Reserves on UL and VUL products with secondary guarantees represented 35% of total life insurance in-force reserves as of December 31, 2018 and 2017. Linked-Benefit Life Products and Products with Critical Illness Riders Our linked-benefit life product, Lincoln MoneyGuard®, combines UL with long-term care insurance through the use of riders. One type of rider allows the contract holder to accelerate death benefits on a tax-free basis in the event of a qualified long-term care need, reducing the remaining death benefit. Another rider extends the long-term care insurance benefits for an additional limited period of time if the death benefit is fully accelerated. Certain policies also provide a reduced death benefit to the contract holder’s beneficiary if the death benefit has been fully accelerated as long-term care benefits during the contract holder’s life. Some life products provide for critical illness insurance by the use of riders attached to UL, VUL or IUL policies. These riders allow the contract holder to accelerate death benefits on a tax-free basis in the event of a qualified critical illness condition. Term Life Insurance Term life insurance provides a fixed death benefit for a scheduled period of time. Some of our term life insurance products give the policyholder the option to reduce the death benefit at a future time. Scheduled policy premiums are required to be paid at least annually. These products include Lincoln TermAccel® Level Term and Lincoln LifeElements® Level Term. 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 LFN); financial institutions; and managing general agents/independent marketing organizations. LFD distributes COLI products and services to small- to mid-sized banks and mid- to large-sized corporations, primarily through intermediaries who specialize in one or both of these markets and who are serviced through a network of internal and external LFD sales professionals. Competition The life insurance market is very competitive and consists of many companies with no one company dominating the market for all products. Principal competitive factors include product features, price, underwriting and issue process, customer service and insurers’ financial strength. With our broad distribution network, we compete in the three primary needs of life insurance: death benefit protection, accumulation and linked benefits (MoneyGuard®). In addition, we use automated underwriting within a defined criteria as well as LincXpress®, a simplified issue process, both of which are seen as marketplace competitive advantages. 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 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. Claims Administration Claims service is handled primarily in-house, and 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 claims 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 claims examiners. A special team of claims examiners, in conjunction with claims management, focus on more complex claims matters such as claims incurred during the contestable period, beneficiary disputes and litigated claims. 7 Overview GROUP PROTECTION The Group Protection segment offers group non-medical insurance products, including short and long-term disability, statutory disability and paid family medical leave administration and absence management services, term life, dental, vision and accident and critical illness benefits and services to the employer marketplace through various forms of employee-paid and employer-paid plans. As discussed above, we completed the acquisition of the Liberty Group Business effective May 1, 2018. As a result of the acquisition, Group Protection has expanded its target market for sales of its products and services to employer groups of all sizes, from small companies with fewer than 100 employees to large employers with 10,000 or more employees. In addition to allowing us to expand our expertise across all size employers, the acquisition contributed enhanced disability and absence management competency. Products Disability Insurance and Services We offer short- and long-term employer-sponsored group disability insurance, which protects an employee against loss of wages due to illness or injury. Short-term disability generally provides weekly benefits for up to 26 weeks following a short waiting period, ranging from 1 to 30 days. Long-term disability provides benefits following a longer waiting period, usually between 90 and 180 days and provides benefits for a longer period, at least 2 years and typically extending to normal (Social Security) retirement age. The monthly benefits provided are subject to reduction when Social Security benefits are also paid. We also provide insured coverage for the Hawaii, New Jersey and New York statutory disability programs, and New York’s statutory paid family leave program, as well as administrative services for employer self-funded statutory programs in specific states. Absence Management We offer a robust portfolio of absence management services to help employers manage their state and federal family medical and company leave programs, in conjunction with our disability coverage. Our services provide a simple, compliant way to report and manage both leave and disability through a single expert source with integrated intake, coordinated claims management, communications and comprehensive reporting, along with state of the art self-service capabilities for employers and employees via a mobile application and web portal. Life Insurance We offer employer-sponsored group term life insurance products including basic, optional and voluntary term life insurance to employees and their dependents. Additional benefits may be provided in the event of a covered individual’s accidental death or dismemberment. Dental and Vision We offer a variety of employer-sponsored group dental insurance plans, which cover a portion of the cost of eligible dental procedures for employees and their dependents. Products offered include indemnity coverage, which does not distinguish benefits based on a dental provider’s participation in a network arrangement, a Preferred Provider Organization (“PPO”) product that does reflect the dental provider’s participation in the PPO network arrangement, including an agreement with network fee schedules, and a Dental Health Maintenance Organization product that limits benefit coverage to a closed panel of network providers. We offer comprehensive employer-sponsored fully-insured vision plans with a wide range of benefits for protecting employees’ and their covered dependents’ sight and vision health. All plans provide access to a national network of providers, with in and out-of-network benefits. Accident and Critical Illness Insurance We offer employer-sponsored group accident insurance products for employees and their covered dependents. This product is predominantly purchased on an employee-paid basis. Accident insurance provides scheduled benefits for over 30 types of benefit triggers related to accidental causes, and it is available for non-occupational accidents exclusively or on a 24-hour coverage basis. We offer employer-sponsored group critical illness insurance to employees and their covered dependents. This product is predominantly purchased on an employee-paid basis. The coverage provides for lump sum payouts upon the occurrence of one of the specified critical illness benefit triggers covered within a critical illness insurance policy. This product also includes benefits and services that assist employees and their family members in prevention, early detection and treatment of critical illness events. 8 Distribution The segment’s products are marketed primarily through a national distribution system. The managers and marketing representatives develop business through employee benefit brokers, consultants, TPAs and other employee benefit firms that work with employers to provide access to our products. Competition The group protection marketplace is very competitive. Principal competitive factors include particular product features, price, quality of customer service and claims management, technological capabilities, quality and efficiency of distribution and financial strength ratings. In this market, the Group Protection segment competes with a number of major companies and regionally with other companies offering all or some of the products within our product set. In addition, there is competition in attracting brokers to actively market our products and attracting and retaining sales representatives to sell our products. Key competitive factors in attracting brokers and sales representatives include product offerings and features, financial strength, support services and compensation. Underwriting The Group Protection segment’s underwriters evaluate the risk characteristics of each employer group. Generally, the relevant characteristics evaluated include employee census information (such as age, gender, income and occupation), employer industry classification, geographic location, benefit design elements and other factors. The segment employs detailed underwriting policies, guidelines and procedures designed to assist the underwriter to properly assess and quantify risks. The segment uses technology to efficiently review, price and issue smaller cases, utilizing its underwriting staff on larger, more complex cases. Individual underwriting techniques (including evaluation of individual medical history information) may be used on certain covered individuals selecting larger benefit amounts. For voluntary and other forms of employee paid coverages, minimum participation requirements are used to obtain a better spread of risk and minimize the risk of anti-selection. Claims Administration Claims for the Group Protection segment are managed by in-house claim specialists and outsourced third-party resources. Claims are evaluated for eligibility and payment of benefits pursuant to the group insurance contract and in compliance with federal and state regulations. Disability claims management is especially important to segment results, as results depend on both the incidence and the length of approved disability claims. The segment employs a variety of clinical experts, including internal and external medical professionals and rehabilitation specialists, to evaluate medically supported functional capabilities, assess employability and develop return to work plans. The accuracy and speed of life claims are important customer service and risk management factors. Some life policies provide for the waiver of premium coverage in the event of the insured’s disability where our disability claims management expertise is utilized. Dental claims management focuses on assisting plan administrators and members with the rising costs of insurance by utilizing tools to optimize dental claims payment accuracy through advanced claims review and validation, improved data analysis, enhanced clinical review of claims and provider utilization monitoring. OTHER OPERATIONS Other Operations includes the financial data for operations that are not directly related to the business segments. Other Operations includes investments related to the excess capital in our insurance subsidiaries; corporate investments; benefit plan net liability; the unamortized deferred gain on indemnity reinsurance related to the sale to Swiss Re Life & Health America, Inc. (“Swiss Re”) in 2001; the results of certain disability income business; our run-off Institutional Pension business in the form of group annuity and insured funding- type of contracts; debt; and strategic digitization expense. For more information on our strategic digitization initiative, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Significant Operational Matters.” REINSURANCE Our reinsurance strategy is designed to protect our insurance subsidiaries against the severity of losses on individual claims and unusually serious occurrences in which a number of claims produce an aggregate extraordinary loss. Although reinsurance does not discharge the insurance subsidiaries from their primary liabilities to their contract holders 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. Because we bear the risk of nonpayment by one or more of our reinsurers, we primarily cede reinsurance to well-capitalized, highly rated unaffiliated reinsurers. We also utilize inter-company reinsurance agreements to manage our statutory capital position as well as our hedge program for variable annuity guarantees. These inter-company agreements do not have an effect on our consolidated financial statements. As of December 31, 2018, the policy for our reinsurance program was to retain up to $20 million on a single insured life. As the amount we retain varies by policy, we reinsured approximately 25% of the mortality risk on newly issued life insurance contracts in 2018. As of December 31, 2018, approximately 46% of our total individual life in-force amount was reinsured. Some portions of our deferred annuity business have been reinsured on either a coinsurance or a modified coinsurance (“Modco”) basis with other companies to limit our exposure associated with fixed and variable annuities. In a coinsurance program, the reinsurer shares 9 proportionally in all financial terms of the reinsured policies (i.e., premiums, expenses, claims, etc.) based on their respective percentage of the risk. In a Modco program, we as the ceding company retain the reserves, as well as the assets backing those reserves, and the reinsurer shares proportionally in all financial terms of the reinsured policies based on their respective percentage of the risk. In addition, we acquire other reinsurance to cover products other than as discussed above with retentions and limits that management believes are appropriate for the circumstances. For example, we use reinsurance to cover larger life and disability claims in our Group Protection business. We obtain reinsurance from a diverse group of reinsurers, and we monitor concentration and financial strength ratings of our principal reinsurers. Protective, Athene Holding Ltd. (“Athene”) and Swiss Re represent our largest reinsurance exposures. As of December 31, 2018, $12.1 billion was recoverable from Protective related to the Liberty Life acquisition and reflected within reinsurance recoverables on our Consolidated Balance Sheets. Effective October 1, 2018, we entered into a Modco agreement with Athene to reinsure fixed and fixed indexed annuity products, which resulted in a $7.5 billion deposit asset reflected within other assets on our Consolidated Balance Sheets as of December 31, 2018. As of December 31, 2018 and 2017, $1.5 billion and $1.8 billion, respectively, was recoverable from Swiss Re related to the sale of our reinsurance business to Swiss Re. For more information regarding reinsurance, see “Reinsurance” in the MD&A and Note 9. For risks involving reinsurance, see “Item 1A. Risk Factors – Operational Matters – We face risks of non-collectability of reinsurance and increased reinsurance rates, which could materially affect our results of operations.” RESERVES 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. For more information on reserves, see “Critical Accounting Policies and Estimates – Derivatives – GLB” and “Critical Accounting Policies and Estimates – Future Contract Benefits and Other Contract Holder Obligations” in the MD&A. See “Regulatory” below for information on permitted practices and proposed regulations that may impact the amount of statutory reserves necessary to support our current insurance liabilities. For risks related to reserves, see “Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals,” “Item 1A. Risk Factors – Legislative, Regulatory and Tax – Attempts to mitigate the impact of Regulation XXX and Actuarial Guideline 38 may fail in whole or in part resulting in an adverse effect on our financial condition and results of operations” and “Item 1A. Risk Factors – Operational Matters – We face risks of non-collectability of reinsurance and increased reinsurance rates, which could materially affect our results of operations.” 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 because 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. Derivatives are used primarily for hedging purposes and, to a lesser extent, 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 GDB, GWB and GIB 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. These derivatives synthetically create exposure in the general account to corporate debt, similar to investing in the credit markets. 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 5. The Nationally Recognized Statistical Ratings Organizations rate the financial strength of our principal insurance subsidiaries. FINANCIAL STRENGTH RATINGS 10 Rating agencies rate insurance companies based on financial strength and the ability to pay claims, factors more relevant to contract holders 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 insurance companies, 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”), Moody’s Investors Service (“Moody’s”) and S&P are characterized as follows: • A.M. Best – A++ to S • Fitch – AAA to C • Moody’s – Aaa to C • S&P – AAA to D As of February 14, 2019, the financial strength ratings of our principal insurance subsidiaries, as published by the principal rating agencies that rate us, were as follows: Insurer Financial Strength Ratings The Lincoln National Life Insurance Company (“LNL”) A.M. Best Fitch Moody's S&P A+ (2nd of 16) A+ (5th of 19) A1 (5th of 21) AA- (4th of 21) Lincoln Life & Annuity Company of New York (“LLANY”) A+ (2nd of 16) A+ (5th of 19) A1 (5th of 21) AA- (4th of 21) Liberty Life Assurance Company of Boston (“LLACB”) A (3rd of 16) N/A N/A AA- (4th of 21) First Penn-Pacific Life Insurance Company (“FPP”) A (3rd of 16) A+ (5th of 19) A1 (5th of 21) A- (7th of 21) 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. Ratings are not recommendations to buy our securities. All of our financial strength ratings are on outlook stable, except Fitch ratings, which are on outlook positive. 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 can maintain these ratings. Each rating should be evaluated independently of any other rating. See “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow” in the MD&A for a discussion of our credit ratings. Insurance Regulation 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 U.S., this power is vested in state insurance departments. In supervising and regulating insurance companies, state insurance departments, charged primarily with protecting contract holders and the public rather than investors, enjoy broad authority and discretion in applying applicable insurance laws and regulation for that purpose. Our principal insurance subsidiaries, LNL, LLANY, LLACB and FPP, are domiciled in the states of Indiana, New York, New Hampshire and Indiana, respectively. The insurance departments of the domiciliary states exercise principal regulatory jurisdiction over our insurance subsidiaries. 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. Insurance company regulation is discussed further in this section under “Insurance Holding Company Regulation.” 11 As part of their regulatory oversight process, state insurance departments conduct periodic, generally once every three to five years, examinations of the books, records, accounts and business practices of insurers domiciled in their states. Examinations are generally carried out in cooperation with the insurance regulators of other states under guidelines promulgated by the National Association of Insurance Commissioners (“NAIC”). State and federal insurance and securities regulatory authorities and other state law enforcement agencies and Attorneys General also, from time to time, make inquiries and conduct examinations or investigations regarding the compliance by our company, as well as other companies in our industry, with, among other things, insurance laws and securities laws. Our captive reinsurance and reinsurance subsidiaries are subject to periodic financial examinations by their respective domiciliary state insurance regulators. We have not received any material adverse findings resulting from state insurance department examinations of our insurance, reinsurance and captive reinsurance subsidiaries conducted during the three-year period ended December 31, 2018. State insurance laws and regulations require our U.S. insurance companies to file financial statements with state insurance departments everywhere they do business, and the operations of our U.S. insurance companies and accounts are subject to examination by those departments at any time. Our U.S. insurance companies prepare statutory financial statements in accordance with accounting practices and procedures prescribed or permitted by these departments. The NAIC has approved a series of statutory accounting principles that have been adopted, in some cases with minor modifications, by virtually all state insurance departments. Changes in these statutory accounting principles can significantly affect our capital and surplus. For more information, see “Item 1A. Risk Factors – Legislative, Regulatory and Tax – Attempts to mitigate the impact of Regulation XXX and Actuarial Guideline 38 may fail in whole or in part resulting in an adverse effect on our financial condition and results of operations.” The NAIC’s adoption of the Valuation Manual that defines a principles-based reserving framework for newly issued life insurance policies was effective January 1, 2017. Principles-based reserving places a greater weight on our past experience and anticipated future experience as well as considers current economic conditions in calculating life insurance product reserves in accordance with statutory accounting principles. We adopted the framework for our newly issued term business in 2017 and will phase in the framework by January 1, 2020, for all other newly issued life insurance products. We believe that these changes may reduce our future use of captive reinsurance and reinsurance subsidiaries for reserve financing transactions for our life insurance business. The NAIC is currently in the process of implementing changes to the statutory reserving, capital and accounting framework for variable annuities that are expected to go into effect as of January 1, 2020. For more information, see “Item 1A. Risk Factors – Legislative, Regulatory and Tax – Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.” For more information on statutory reserving and our use of captive reinsurance structures, see “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow – Insurance Subsidiaries’ Statutory Capital and Surplus” in the MD&A. Insurance Holding Company Regulation LNC and its primary insurance subsidiaries are subject to regulation pursuant to the insurance holding company laws of the states of Indiana, New York and New Hampshire. 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 and certain inter- company transactions, including material transfers of assets and inter-company business agreements and to report material changes in that information. These laws also require that inter-company transactions be fair and reasonable and, under certain circumstances, prior approval of the insurance departments must be received before entering into an inter-company transaction. Further, these laws require that an insurer’s contract holders’ 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, 10% 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. In addition, laws that govern the holding company structure also govern payment of dividends to us by our insurance subsidiaries. See “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow” in the MD&A for a discussion of restrictions on subsidiaries’ dividends and other payments. 12 Risk-Based Capital The NAIC has adopted risk-based capital (“RBC”) 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 – others Insurance risk Interest rate risk, health credit risk and market risk Name Description C-0 C-1 C-2 C-3 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 that health benefits prepaid to providers become the obligation of the health insurer once again and risk of loss due to changes in market levels associated with variable products with guarantees Business risk C-4 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 RBC 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. Accordingly, factors that have an impact on the total adjusted capital of our insurance subsidiaries, such as the permitted practices discussed above, will also affect their RBC levels. 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; and “Mandatory control level” – If the RBC ratio is less than 35%, then the regulator must rehabilitate or liquidate the insurer. As of December 31, 2018, the RBC ratios of LNL, LLANY, LLACB and FPP reported to their respective states of domicile and the NAIC all exceeded the “company action level.” 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, will not cause the RBC ratios to fall below our targeted levels. These developments may include, but may not be limited to: changes to the manner in which the RBC ratio is calculated; new regulatory requirements for calculating reserves, such as principles-based reserving; economic conditions leading to higher levels of impairments of securities in our insurance subsidiaries’ general accounts; and an inability to finance life reserves such as the issuance of letters of credit (“LOCs”) supporting inter-company reinsurance structures. See “Item 1A. Risk Factors – Liquidity and Capital Position – A decrease in the capital and surplus of our insurance subsidiaries may result in a downgrade to our credit and insurer financial strength ratings” and “Item 1A. Risk Factors – Legislative, Regulatory and Tax – Our businesses are heavily regulated and changes in regulation may affect our insurance subsidiary capital requirements or reduce our profitability.” Privacy Regulations In the course of our business, we collect and maintain personal data from our customers including personally identifiable non-public financial and health information, which subjects us to regulation under global, federal and state privacy laws. These laws require that we institute certain policies and procedures in our business to safeguard this information from improper use or disclosure. While we employ a robust and tested information security program, if regulators establish further regulations for addressing customer privacy, we may need to amend our policies and adapt our internal procedures. See “Item 1A. Risk Factors – Legislative, Regulatory and Tax – State Regulation – Compliance with existing and emerging privacy regulations could result in increased compliance costs and/or lead to changes in business practices and policies, and any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations.” For information regarding cybersecurity risks, see “Item 1A. Risk Factors – Operational Matters – Our information systems may experience interruptions, breaches in security and/or a failure of disaster recovery systems that could result in a loss or disclosure of confidential information, damage to our reputation and impairment of our ability to conduct business effectively.” 13 Federal Initiatives The U.S. federal government does not directly regulate the insurance industry; however, federal initiatives from time to time can impact the insurance industry. The marketplace continues to evolve in the changing regulatory environment. Financial Reform Legislation Since it was enacted in 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) has imposed considerable reform in the financial services industry. The ongoing implementation continues to present challenges and uncertainties for financial market participants. For instance, the Dodd-Frank Act and corresponding global initiatives imposed significant changes to the regulation of derivatives transactions, which we use to mitigate many types of risk in our business. Significantly, swap documentation and processing requirements continue to change in light of rules for margining uncleared swaps. As we continue to prepare to comply with requirements to post initial margin beginning in 2020, we will be required to manage our derivatives trading and the attendant liquidity requirements in ways we continue to evaluate. Although these rules provide some flexibility in the categories of eligible collateral, it is still possible that we may be required to hold more of our assets in cash and other low-yielding investments in order to satisfy margin requirements. Documentation requirements attendant to the new margining regime are potentially burdensome and costly. Swaps clearing requirements may reduce the level of risk exposure we have to our derivatives counterparties (currently managed by holding collateral), but have increased our exposure to central clearinghouses and clearing members with which we transact. Central clearinghouses and regulators alike continue to evaluate the appropriate allocation of risk in the event of the failure of a clearing member or clearinghouse, and the results of these deliberations may change our use of derivatives in ways we cannot yet determine. The standardization of derivatives products for clearing may make customized products unavailable or uneconomical, potentially decreasing the effectiveness of some of our hedging activities. Our trading activities are also affected by the scheduled phaseout of LIBOR by the end of 2021 and the use of alternative reference rates and related adjustments. We continue to monitor developments regarding these changes in order to reduce potential disruptions. As financial services regulatory reform continues to evolve in the U.S. and abroad, and the marketplace continues to respond, the extent to which our derivatives costs and strategies may change and the extent to which those changes may affect the range or pricing of our products remains uncertain. In addition, the Dodd-Frank Act directed the Securities and Exchange Commission (“SEC”) to study the implications resulting from the different standards applicable to broker-dealers and investment advisers and empowered the SEC to adopt a uniform fiduciary standard. In January 2011, the SEC released its study on the obligations and standards of conduct of financial professionals. The SEC staff initially recommended establishing a uniform fiduciary standard for investment advisers and broker-dealers when providing investment advice about securities, including guidance for principal trading and definitions of the duties of loyalty and care owed to retail customers that would be consistent with the standard that currently applies to investment advisers. Then, in April 2018, pursuant to the authority granted by the Dodd-Frank Act, the SEC proposed “Regulation Best Interest,” which, if adopted, would establish a higher standard of care and disclosure for broker-dealers when making recommendations to retail customers, but would not create an explicit fiduciary duty. For more information, see “SEC Proposals and Other Regulations relating to the Standard of Care Applicable to Investment Advisers and Broker-Dealers” below. Additional provisions of the Dodd-Frank Act include, among other things, the creation of a new Consumer Financial Protection Bureau to protect consumers of certain financial products; and changes to certain corporate governance rules. The SEC has postponed rule making on a number of these provisions indefinitely. The Federal Insurance Office established under the Dodd-Frank Act issues annually a wide-ranging report on the state of insurance regulation in the U.S., together with a series of recommendations on ways to monitor and improve the regulatory environment. The ultimate impact of these recommendations on our business is undeterminable at this time. SEC Proposals and Other Regulations relating to the Standard of Care Applicable to Investment Advisers and Broker-Dealers In 2016, the Department of Labor (“DOL”) released the DOL Fiduciary Rule, which became effective on June 9, 2017, and substantially expanded the range of activities considered to be fiduciary investment advice under the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code. On March 15, 2018, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) issued an opinion in the case Chamber of Commerce v. the U.S. Department of Labor vacating the DOL Fiduciary Rule and related applicable exemptions. The DOL and the Department of Justice did not appeal the Fifth Circuit’s decision to the U.S. Supreme Court, and on June 21, 2018, the Fifth Circuit issued a mandate stating that the original definition of “fiduciary,” including the original five-part test, will apply going forward. On April 18, 2018, the SEC proposed “Regulation Best Interest,” including a new standard of conduct for broker-dealers under the Securities Exchange Act of 1934, which would require a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction, without putting its financial interests ahead of the interests of a retail customer. The proposed rule includes guidance on what constitutes a “recommendation” and a definition of who would be a “retail customer” in addition to provisions setting forth certain required disclosures, policies and procedures to identify conflicts of interest, and customer- specific best interest obligations. 14 In addition, the SEC proposed the use of a new disclosure document, the customer or client relationship summary, or Form CRS. Form CRS is intended to provide retail investors with information about the nature of their relationship with their investment professional and would supplement other more detailed disclosures, including existing Form ADV for advisers and the new disclosures under Regulation Best Interest for broker-dealers. Finally, the SEC proposed interpretative guidance providing clarity on an investment adviser’s fiduciary obligation under the Advisers Act. The guidance indicates that investment advisers have a fiduciary duty to their clients that includes both a duty of care and a duty of loyalty and provides additional clarification of an investment adviser’s responsibilities under these fiduciary duties. Investment advisers and broker-dealers would also need to disclose their registration status with the SEC in certain retail investor communications. The comment period on the proposals closed on August 7, 2018. In addition to the SEC proposed rules, the NAIC and several states, including Nevada, New Jersey and New York, have proposed and/or enacted laws and regulations requiring investment advisers, broker-dealers and/or agents to disclose conflicts of interest to clients and/or to meet a higher standard of care when providing advice to their clients. These recent developments could result in additional requirements related to the sale of our products. It is uncertain at this point how the original DOL definition of “fiduciary” will work in conjunction with any final rules adopted by the SEC, the NAIC or any individual state. While we continue to monitor and evaluate the various proposals, we cannot predict what other proposals may be made, or what new legislation or regulation may be introduced or become law. Therefore, until such time as final rules or laws are in place, the potential impact on our business is uncertain. Federal Tax Legislation On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act resulted in significant reforms for corporations (in addition to individuals), including the reduction in the corporate tax rate to 21% and the expansion of the tax base through the elimination or reduction of specified deductions and credits and incentives related to growth and development including providing for the immediate write-off of qualifying capital investment. Specific provisions that affect corporations generally relate to limitations on the deductibility of expenses related to interest, executive compensation and business entertainment. The Tax Act repealed the ability to carry back tax losses to prior tax years and also repealed the corporate Alternative Minimum Tax. The vast majority of the provisions in the Tax Act became effective January 1, 2018. The Tax Act contains a number of provisions that directly impacted insurance companies. Specifically, the Tax Act changed the calculation of tax reserves associated with policyholder liabilities, modified the computations of capitalized expenses for tax purposes of amounts incurred to originate or acquire insurance contracts (commonly referred to as the DAC tax), changed the proration formula used to determine the amount of dividends eligible to be included in the dividends-received deduction and added new rules related to reporting life settlement transactions. We have done significant work in many areas of our business to understand and incorporate the tax changes required by the Tax Act. As we expected, the Internal Revenue Service (“IRS”) and Treasury have issued a number of items of guidance in order to clarify the new rules, including Notices, Proposed and Final Regulations related to the deductibility of expenses related to interest, executive compensation and other business activities, as well as life settlement reporting and various international tax provisions. We have actively participated with others in the industry to review and provide comments on the Proposed Regulations and other guidance. Though the IRS and Treasury have issued guidance on a variety of issues, Congress has not yet passed a technical corrections bill to address certain issues in the original provisions of the Tax Act. The House Ways and Means Committee circulated a draft technical corrections package in early 2019, but Congress has not yet passed any such legislation. In addition, Congress reviewed a number of new legislative proposals in 2018 for tax reform related to retirement, innovation and individual income tax provisions. However, none of the proposals have been passed. As a result, we cannot predict the full impact of the Tax Act until any such proposals have been passed and implemented and until final regulations or final administrative guidance have been issued. Outside of tax reform, the uncertainty of federal funding and the future of the Social Security Disability Insurance (“SSDI”) program can have a substantial impact on the entire group benefit market because SSDI benefits are a direct offset to the benefits paid under group disability policies. Congress alleviated some of this uncertainty by passing the Bipartisan Budget Act of 2015. As a result, the Social Security Administration’s 2018 Annual Report projects that the SSDI reserves will not be depleted until 2034 (which is unchanged from its 2017 Annual Report). Health Care Reform Legislation In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act, which was subsequently amended by the Health Care and Education Reconciliation Act. This legislation, as well as subsequent state and federal laws and regulations, includes provisions that provide for additional taxes to help finance the cost of these reforms and substantive changes and additions to health care and related laws, which could potentially impact some of our lines of business. We continue to monitor any efforts by the government to repeal or replace provisions of the Patient Protection and Affordable Care Act and those effects on our businesses. 15 Patriot Act The USA PATRIOT Act of 2001 includes anti-money laundering and financial transparency laws as well as various regulations applicable to broker-dealers and other financial services companies, including insurance companies. Financial institutions are required to collect information regarding the identity of their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies and share information with other financial institutions. As a result, we are required to maintain certain internal compliance practices, procedures and controls. Additional Legislative Trends We have recently seen, and expect to continue to see, proposed legislation by Congress focused on creating increased access to lifetime income options in retirement plans, facilitating the ability of small employers to offer access to retirement savings vehicles to their employees, and facilitating the use of automatic contributions to increase retirement plan savings. To the extent such, or similar, proposed legislation is enacted into law, the financial services industry could benefit from continued or increased savings in retirement and annuity solutions, including through the utilization of Lincoln’s suite of offerings. ERISA Considerations ERISA is a comprehensive federal statute that applies to U.S. employee benefit plans sponsored by private employers and labor unions. Plans subject to ERISA include pension and profit sharing plans and welfare plans, including health, life and disability plans. ERISA provisions include reporting and disclosure rules, standards of conduct that apply to plan fiduciaries and prohibitions on transactions known as “prohibited transactions,” such as conflict-of-interest transactions and certain transactions between a benefit plan and a party in interest. ERISA also provides for a scheme of civil and criminal penalties and enforcement. Our insurance, asset management, plan administrative services and other businesses provide services to employee benefit plans subject to ERISA, including services where we may act as an ERISA fiduciary. In addition to ERISA regulation of businesses providing products and services to ERISA plans, we become subject to ERISA’s prohibited transaction rules for transactions with those plans, which may affect our ability to enter transactions, or the terms on which transactions may be entered, with those plans, even in businesses unrelated to those giving rise to party in interest status. Broker-Dealer and Securities Regulation In addition to being registered under the Securities Act of 1933, some of our separate accounts as well as mutual funds that we sponsor 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 subsidiaries that are registered as broker-dealers under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and are subject to federal and state regulation, including, but not limited to, the Financial Industry Regulation Authority’s (“FINRA”) net capital rules. In addition, we have subsidiaries that are registered investment advisers under the Investment Advisers Act of 1940. Agents, advisers and employees registered or associated with any of our broker-dealer subsidiaries are subject to the Exchange Act and to examination requirements and regulation by the SEC, FINRA 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 U.S., have the power to conduct administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or suspension and termination or limitation of the activities of the regulated entity or its employees. Environmental Considerations Federal, state and local environmental laws and regulations apply to our ownership and operation of real property. Inherent in owning and operating real property are the risks of hidden environmental liabilities and the costs of any required clean-up. Under the laws of certain states, contamination of a property may give rise to a lien on the property to secure recovery of the costs of clean-up, which could adversely affect our commercial mortgage lending. In several states, this lien has priority over the lien of an existing mortgage against such property. In addition, in some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”), we may be liable, as an “owner” or “operator,” for costs of cleaning-up releases or threatened releases of hazardous substances at a property mortgaged to us. We also risk environmental liability when we foreclose on a property mortgaged to us. Federal legislation provides for a safe harbor from CERCLA liability for secured lenders that foreclose and sell the mortgaged real estate, provided that certain requirements are met. However, there are circumstances in which actions taken could still expose us to CERCLA liability. Application of various other federal and state environmental laws could also result in the imposition of liability on us for costs associated with environmental hazards. We routinely conduct environmental assessments for real estate we acquire for investment and before taking title through foreclosure to real property collateralizing mortgages that we hold. Although unexpected environmental liabilities can always arise, based on these environmental assessments and compliance with our internal procedures, we believe that any costs associated with compliance with environmental laws and regulations or any clean-up of properties would not have a material adverse effect on our results of operations. 16 Intellectual Property We rely on a combination of copyright, trademark, patent and trade secret laws to establish and protect our intellectual property. We have implemented a patent strategy designed to protect innovative aspects of our products and processes which we believe distinguish us from competitors. We currently own several issued U.S. patents. We have an extensive portfolio of trademarks and service marks that we consider important in the marketing of our products and services, including, among others, the trademarks of the Lincoln National and Lincoln Financial names, the Lincoln silhouette logo and the combination of these marks. Trademark registrations may be renewed indefinitely subject to continued use and registration requirements. We regard our trademarks as valuable assets in marketing our products and services and intend to protect them against infringement and dilution. EMPLOYEES As of December 31, 2018, we had a total of 11,034 employees. In addition, we had a total of 1,028 planners and agents who had active sales contracts with one of our insurance subsidiaries. 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 Exchange Act. The SEC maintains a 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 www.sec.gov. We also make available, free of charge, on or through our website, 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. The information contained on our website is not included as part of, or incorporated by reference into, this report. 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. Legislative, Regulatory and Tax Our businesses are heavily regulated and changes in regulation may affect our insurance subsidiary capital requirements or reduce our profitability. State Regulation 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 contract holders, 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 RBC measurements; • Market conduct standards; • • Restrictions on certain transactions, including, but not limited to, reinsurance between our insurance subsidiaries and their affiliates; • Restrictions on the nature, quality and concentration of investments; • Restrictions on the receipt of reinsurance credit; • 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; • Licensing status of the company; • Certain required methods of accounting pursuant to statutory accounting principles (“SAP”); • Reserves for unearned premiums, losses and other purposes; • Payment of policy benefits (claims); 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. 17 State insurance regulators and the NAIC regularly re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, sometimes lead to additional expense, statutory reserves and/or RBC requirements for the insurer and, thus, could have a material adverse effect on our financial condition and results of operations. For example, the NAIC is currently in the process of implementing changes to the accounting, reserve and RBC regulations related to the variable annuity business; however, this effort is still ongoing, and we are still evaluating what impact it could have on our financial condition or results of operations. The NAIC is also considering modifications to the NAIC RBC C-1 capital charges for bonds, which may impact the level of the C-1 related RBC we are required to hold. Although we endeavor to maintain all required licenses and approvals, our businesses 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, 2018, no state insurance regulatory authority had imposed on us any material 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. Attempts to mitigate the impact of Regulation XXX and Actuarial Guideline 38 may fail in whole or in part resulting in an adverse effect on our financial condition and results of operations. The Valuation of Life Insurance Policies Model Regulation (“XXX”) requires insurers to establish additional statutory reserves for term life insurance policies with long-term premium guarantees and UL policies with secondary guarantees. In addition, Actuarial Guideline 38 (“AG38”) clarifies the application of XXX with respect to certain UL insurance policies with secondary guarantees. A portion of our newly issued term and a portion of our newly issued UL insurance products are affected by XXX and AG38; certain term policies issued in 2017 and later are now reserved under principles-based reserves. The application of both AG38 and XXX involve numerous interpretations. If state insurance departments do not agree with our interpretations, we may have to increase reserves related to such policies. The New York State Department of Financial Services did not recognize the NAIC revisions to AG38 in applying the New York law governing the reserves to be held for UL and VUL products containing secondary guarantees. The change, which was effective as of December 31, 2013, impacted our New York-domiciled insurance subsidiary, LLANY. Although LLANY discontinued the sale of these products in early 2013, the change affected those policies previously sold. As a result, we phased in an increase in reserves over five years, from 2013 to 2017, resulting in a total increase of $450 million. We have implemented, and plan to continue to implement, reinsurance and capital management transactions to mitigate the capital impact of XXX and AG38, including the use of captive reinsurance subsidiaries. The NAIC adopted Actuarial Guideline 48 (“AG48”) regulating the terms of these arrangements that are entered into or amended in certain ways after December 31, 2014. This guideline imposed restrictions on the types of assets that can be used to support the reinsurance in these kinds of transactions. While we have executed AG48 compliant reserve financing transactions, we cannot provide assurance that in light of AG48 and/or future rules and regulations or changes in interpretations by state insurance departments that we will be able to continue to efficiently implement transactions or take other actions to mitigate the impact of XXX or AG38 on future sales of term and UL insurance products and any required reserves. If we are unable to continue to efficiently implement such solutions for any reason, we may realize lower than anticipated returns and/or reduced sales on such products. Compliance with existing and emerging privacy regulations could result in increased compliance costs and/or lead to changes in business practices and policies, and any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations. The collection and maintenance of personal data from our customers, including personally identifiable non-public financial and health information, subjects us to regulation under global, federal and state privacy laws. These laws require that we institute certain policies and procedures in our business to safeguard personal data from our customers from improper use or disclosure. The laws vary by jurisdiction, and it is expected that additional regulations will continue to be enacted. In March 2017, New York’s cybersecurity regulation for financial services institutions, including banking and insurance entities, became effective, and on October 24, 2017, the NAIC adopted the Insurance Data Security Model Law, and states are adopting versions of the model, establishing new standards for data security and for the investigation of and notification of insurance commissioners of cybersecurity events. Other states have proposed or adopted broad privacy legislation that applies to all types of businesses, including California, which passed the California Consumer Right to Privacy Act in June 2018, granting new data protections and rights to California consumers. In addition, the European General Data Protection Regulation (“GDPR”) adopted by the European Commission became effective in May 2018. GDPR includes numerous protections for EU data subjects, including but not limited to notification requirements for data breaches, the right to access personal data, and the right to be forgotten. Complying with these and other existing, emerging and changing privacy requirements could cause us to incur substantial costs or require us to change our business practices and policies. Non-compliance could result in monetary penalties or significant legal liability. Many of the associates who conduct our business have access to, and routinely process, personal information of clients through a variety of media, including information technology systems. We rely on various internal processes and controls to protect the confidentiality of 18 client information that is accessible to, or in the possession of, our company and our associates. It is possible that an associate could, intentionally or unintentionally, disclose or misappropriate confidential client information or our data could be the subject of a cybersecurity attack. If we fail to maintain adequate internal controls or if our associates fail to comply with our policies and procedures, misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information could occur. Such internal control inadequacies or non-compliance could materially damage our reputation or lead to regulatory, civil or criminal investigations and penalties, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. In addition, we analyze customer data to better manage our business. There has been increased scrutiny, including from U.S. state and federal regulators, regarding the use of “big data” techniques such as price optimization. We cannot predict what, if any, actions may be taken with regard to “big data,” but any inquiries could cause reputational harm, and any limitations could have a material impact on our business, financial condition and results of operations. Federal Regulation In addition, our broker-dealer and investment adviser subsidiaries as well as our variable annuities and variable life insurance products, are subject to regulation and supervision by the SEC and FINRA. 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. The foregoing regulatory or governmental bodies, as well as the DOL and others, have the authority to review our products and business practices and those of our agents, advisers, registered representatives, associated persons and employees. In recent years, there has been increased scrutiny of the insurance industry 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, 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. Regulations relating to the standard of care applicable to investment advisers and broker-dealers could result in additional disclosure and other requirements related to the sale and delivery of our products and services. In 2016, the DOL released the DOL Fiduciary Rule, which became effective on June 9, 2017, and substantially expanded the range of activities considered to be fiduciary investment advice under ERISA and the Internal Revenue Code. On March 15, 2018, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) issued an opinion in the case Chamber of Commerce v. the U.S. Department of Labor vacating the DOL Fiduciary Rule and related applicable exemptions. The DOL and the Department of Justice did not appeal the Fifth Circuit’s decision to the U.S. Supreme Court, and on June 21, 2018, the Fifth Circuit issued a mandate stating that the original definition of “fiduciary,” including the original five-part test, will apply going forward. On April 18, 2018, the SEC proposed “Regulation Best Interest,” including a new standard of conduct for broker-dealers under the Securities Exchange Act of 1934, which would require a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction, without putting its financial interests ahead of the interests of a retail customer. The proposed rule includes guidance on what constitutes a “recommendation” and a definition of who would be a “retail customer” in addition to provisions setting forth certain required disclosures, policies and procedures to identify conflicts of interest, and customer- specific best interest obligations. In addition, the SEC proposed the use of a new disclosure document, the customer or client relationship summary, or Form CRS. Form CRS is intended to provide retail investors with information about the nature of their relationship with their investment professional and would supplement other more detailed disclosures, including existing Form ADV for advisers and the new disclosures under Regulation Best Interest for broker-dealers. Finally, the SEC proposed interpretative guidance providing clarity on an investment adviser’s fiduciary obligation under the Advisers Act. The guidance indicates that investment advisers have a fiduciary duty to their clients that includes both a duty of care and a duty of loyalty and provides additional clarification of an investment adviser’s responsibilities under these fiduciary duties. Investment advisers and broker-dealers would also need to disclose their registration status with the SEC in certain retail investor communications. The comment period on the proposals closed on August 7, 2018. In addition to the SEC proposed rules, the NAIC and several states, including Nevada, New Jersey and New York have proposed and/or enacted laws and regulations requiring investment advisers, broker-dealers and/or agents to disclose conflicts of interest to clients and/or to meet a higher standard of care when providing advice to their clients. These recent developments could result in additional requirements related to the sale of our products. It is uncertain at this point how the original DOL definition of “fiduciary” will work in conjunction with any final rules adopted by the SEC, the NAIC or any individual state. While we continue to monitor and evaluate the various proposals, we cannot predict what other proposals may be made, or what new legislation or regulation may be introduced or become law. Therefore, until such time as final rules or laws are in place, the potential impact on our business is uncertain. 19 Changes in U.S. federal income tax law could impact our tax costs and the products that we sell. In late 2017, President Trump signed the Tax Act into law. The Tax Act included tax rate reductions for both individuals and businesses (corporations and unincorporated entities), with the reduction in the U.S. marginal tax rate for corporations from 35% to 21% being one of the central provisions of the Tax Act. The Tax Act also expanded the tax base through the elimination or reduction of specified deductions and credits and provided incentives related to growth and development. The changes made by the Tax Act continue to have numerous impacts on our business. Notably, the change to the new 21% marginal corporate income tax rate has resulted in a lower overall effective tax rate as applied to our financial earnings as compared to years prior to the change. The marginal rate change resulted in a reduction in our recorded deferred tax liability for GAAP purposes, a reduction in our admitted deferred tax asset recorded for statutory reporting and, for year-end 2018 reporting, changes to the factors used in determining our required surplus for statutory purposes and related RBC percentage. Any future change in the marginal corporate tax rate will have an impact on our financial results. In addition to the corporate tax rate reduction provided by the Tax Act, there were several provisions that are specific to insurance companies, namely changes to the proration formula used to determine the amount of dividends eligible for the dividends-received deduction, modifications to the calculation of tax reserves associated with policyholder liabilities, changes to the computations of capitalized expenses for tax purposes of amounts incurred to originate or acquire insurance contracts (commonly referred to as the DAC tax) and the imposition of new life settlement reporting rules. As a result of one of the specific Tax Act changes, the recorded tax benefit for the separate account dividends-received deduction included in our 2018 income tax provision was $78 million as compared to $210 million for 2017. These provisions as a whole resulted in changes to our overall cash tax obligations beginning in 2018. The IRS and Treasury have issued guidance in regard to specific provisions contained in the Tax Act. The released guidance has been in the form of notices, proposed regulations and, in certain instances, final regulations. We continue to review and analyze the guidance as it is released in order to ensure that our initial interpretations of the law changes were appropriate and that our estimates of the post- enactment impacts were reasonable. Should final guidance in any form differ from preliminary guidance or from our initial interpretations, it could have an impact on our financial results and other related key financial measures. Specifically, in the event that final guidance related to the Tax Act differs from our current interpretation of the provisions, or if additional tax legislation is enacted (inclusive or exclusive of a change in the marginal corporate tax rate), there could be an impact on our future earnings, GAAP equity and statutory RBC, free cash flows and the sales, pricing and profitability of our products. Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm our businesses. We are, and in the future may be, subject to legal and regulatory actions in the ordinary course of our insurance and retirement operations. 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. See Note 14 for a description of legal and regulatory proceedings and actions. Implementation of the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act may subject us to substantial additional federal regulation, and we cannot predict the effect on our business, results of operations, cash flows or financial condition. Since it was enacted in 2010, the Dodd-Frank Act has brought wide-ranging changes to the financial services industry, including changes to the rules governing derivatives; a study by the SEC of the rules governing broker-dealers and investment advisers with respect to individual investors and investment advice, followed by proposed rulemaking; the creation of a Federal Insurance Office within the U.S. Treasury to gather information and make recommendations regarding regulation of the insurance industry; the creation of a resolution authority to unwind failing institutions; the creation of a Consumer Financial Protection Bureau to protect consumers of certain financial products; and changes to executive compensation and certain corporate governance rules, among other things. Significant rulemaking across numerous agencies within the federal government has been implemented since the enactment of the Dodd- Frank Act. Complete implementation has yet to take place, given shifting priorities following the U.S. 2016 election; therefore, the ultimate impact of these provisions on our businesses (including product offerings), results of operations and liquidity and capital resources remains uncertain. Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements. Our financial statements are prepared in accordance with GAAP as identified in the Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”). From time to time, we are required to adopt new or revised accounting standards or guidance that are incorporated into the FASB ASC. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse effect on our financial condition and results of operations. 20 Specifically, in August 2018, the FASB released Accounting Standards Update (“ASU”) 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts, that is expected to result in significant changes to how we account for and report our insurance contracts (both in-force and new business), including updating assumptions used to measure the liability for future policy benefits for traditional and limited-payment contracts, measurement of market risk benefits and amortization of deferred acquisition costs (“DAC”). These changes may impose special demands on companies in the areas of employee training, internal controls, contract fulfillment and disclosure and may affect how we manage our business, including business processes such as design of compensation plans, product design, etc. The effective date is January 1, 2021, and there are various transition methods by topic that we may elect upon adoption. We will report results under the new accounting method as of the effective date, as well as for all periods presented. We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations. See Note 2 for more information. Our domestic insurance subsidiaries are subject to SAP. Any changes in the method of calculating reserves for our life insurance and annuity products under SAP may result in increased reserve requirements. The NAIC adopted an updated framework for the statutory accounting and capital requirements for variable annuities in the summer of 2018. Changes to implement the framework into detailed regulations are currently underway and are expected to be effective January 1, 2020, with an optional phase-in period and early adoption permitted. The resulting new variable annuity framework will likely result in changes in reserve and/or capital requirements and statutory surplus and could impact the volatility of those item(s). Although we are still evaluating the potential impact of the changes on our financial condition and results of operations, we do not currently expect the impact will be material. The NAIC is also considering modifications to the NAIC RBC C-1 capital charges for bonds, which may impact the level of the C-1 related RBC we are required to hold. 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. Under Indiana law, directors may, in considering the best interests of a corporation, consider the effects of any action on shareholders, 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 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. Market Conditions Weak conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations. Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere around the world. The unwinding of conventional easing from major central banks, slowing of global growth, continued impact of falling global energy and other commodity prices, and the ability of the U.S. government to proactively address the fiscal imbalance remain key challenges for markets and our business. These macro-economic conditions may have an adverse effect on us given our credit and equity market exposure. In the event of extreme prolonged market events, such as the global credit crisis and recession that occurred during 2008 and 2009, we could incur significant losses. Even in the absence of a market downturn, we are exposed to substantial risk of loss and downgrades due to market volatility. Factors such as consumer spending, business investment, domestic and foreign government spending, the volatility and strength of the capital markets, the potential for inflation or deflation and uncertainty over domestic and foreign government actions all affect the business and economic environment and, ultimately, the amount and profitability of our business. In an economic downturn characterized by higher unemployment, lower disposable income, lower corporate earnings, lower business investment and lower consumer spending, the demand for our financial and insurance products could be adversely affected. In addition, we may experience an elevated incidence of claims and lapses or surrenders of policies. Our contract holders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Adverse changes in the economy could affect earnings negatively and could have a material adverse effect on our business, results of operations and financial condition. 21 Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals. Interest rate fluctuations and/or a sustained period of low interest rates could negatively affect our profitability. Some of our products, principally fixed annuities and UL, including IUL and linked-benefit UL, have interest rate guarantees that 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 account investments intended to support our obligations under the contracts. Spreads are an important component of our net income. Declines in our spread or instances where the returns on our general account investments are not enough to support the interest rate guarantees on these products could have a material adverse effect on our businesses or results of operations. In addition, low rates increase the cost of providing variable annuity living benefit guarantees, which could negatively affect our variable annuity profitability. In periods when interest rates are declining or remain at low levels, we may have to reinvest the cash we receive as interest or return of principal on our investments in lower yielding instruments reducing our spread. 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. Lowering interest crediting rates helps to mitigate the effect of spread compression on some of our products. However, 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 contracts have guaranteed minimum interest or crediting rates, our spreads could still decrease. As of December 31, 2018, 41% of our annuities business, 80% of our retirement plan services business and 99% of our life insurance business with guaranteed minimum interest or crediting rates were at their guaranteed minimums. Our expectation for future spreads is an important component in the amortization of DAC and value of business acquired (“VOBA”) as it affects the future profitability of the business. Currently, new money rates continue to be near historically low levels, although the Federal Reserve increased the target range for the federal funds rate by 25 basis points four times during 2018 to a range of 2.25% to 2.50%. The Federal Reserve will monitor economic data closely to determine its next steps to changes in monetary policy. For additional information on interest rate risks, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk.” A decline in market interest rates could also reduce our return on investments that do not support particular policy obligations. During periods of sustained lower interest rates, our recorded policy liabilities may not be sufficient to meet future policy obligations and may need to be strengthened, thereby reducing net income in the affected reporting period. Accordingly, declining interest rates may materially affect our results of operations, financial condition and cash flows and significantly reduce our profitability. Increases in market interest rates may also negatively affect our profitability. In periods of rapidly 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. 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 contract holders 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. Furthermore, unanticipated increases in withdrawals and termination may cause us to unlock our DAC and VOBA assets, which would reduce net income. An increase in market interest rates could also have a material adverse effect on the value of our investment portfolio, for example, by decreasing the estimated fair values of the fixed-income securities that comprise a substantial portion of our investment portfolio. An increase in interest rates could also result in decreased fee income associated with a decline in the value of variable annuity account balances invested in fixed-income funds. Because the equity markets and other factors impact the profitability and expected profitability of many of our products, changes in equity markets and other factors may significantly affect our business and profitability. The fee income that we earn on variable annuities is based primarily upon account values, and the fee income that we earn on VUL insurance policies is partially based upon account values. Because strong equity markets result in higher account values, strong equity markets positively affect our net income through increased fee income. Conversely, a weakening of the equity markets results in lower fee income and may have a material adverse effect on our results of operations and capital resources. The increased fee income resulting from strong equity markets increases the estimated gross profits (“EGPs”) from variable insurance products as do better than expected lapses, mortality rates and expenses. As a result, higher EGPs may result in lower net amortized costs related to DAC, deferred sales inducements (“DSI”), VOBA, deferred front-end loads (“DFEL”) and changes in future contract benefits. However, a decrease in the equity markets, as well as worse than expected increases in lapses, mortality rates and expenses, depending upon their significance, may result in higher net amortized costs associated with DAC, DSI, VOBA, DFEL and changes in future contract benefits and may have a material adverse effect on our results of operations and capital resources. If we had unlocked our reversion to the mean (“RTM”) assumption in the corridor as of December 31, 2018, we would have recorded unfavorable unlocking of approximately $25 million, pre-tax, for our Annuities segment and a favorable unlocking of approximately $70 million, pre-tax, for our Life Insurance segment and approximately $10 million, pre-tax, for our Retirement Plan Services segment. For further information about 22 our RTM process, see “Critical Accounting Policies and Estimates – DAC, VOBA, DSI and DFEL – Reversion to the Mean” in the MD&A. Changes in the equity markets, interest rates and/or volatility affect the profitability of our products with guaranteed benefits; therefore, such changes may have a material adverse effect on our business and profitability. Certain of our variable annuity and fixed indexed annuity products include optional guaranteed benefit riders. These include GDB (variable annuity only), GWB and GIB riders. Our GWB, GIB and 4LATER® (a form of GIB rider) features have elements of both insurance benefits accounted for under the Financial Services – Insurance – Claim Costs and Liabilities for Future Policy Benefits Subtopic of the FASB ASC (“benefit reserves”) and embedded derivatives accounted for under the Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the FASB ASC (“embedded derivative reserves”). We calculate the value of the embedded derivative reserve and the benefit reserves based on the specific characteristics of each GLB feature. The amount of reserves related to GDB is related to the difference between the value of the underlying accounts and the GDB, calculated using a benefit ratio approach. The GDB reserves take into account the present value of total expected GDB payments, the present value of total expected GDB assessments over the life of the contract, claims paid to date and assessments to date. Reserves for our GIB and certain GWB with lifetime benefits are based on a combination of fair value of the underlying benefit and a benefit ratio approach. The benefit ratio approach takes into account, among other things, the present value of expected GIB payments, the present value of total expected GIB assessments over the life of the contract, claims paid to date and assessments to date. For variable annuities, the amount of reserves related to those GWB that do not have lifetime benefits is based on the fair value of the underlying benefit. Both the level of expected payments and expected total assessments used in calculating the benefit reserves are affected by the equity markets. The liabilities related to fair value are impacted by changes in equity markets, interest rates, volatility, foreign exchange rates and credit spreads. Accordingly, strong equity markets, increases in interest rates and decreases in volatility will generally decrease the reserves calculated using fair value. Conversely, a decrease in the equity markets along with a decrease in interest rates and an increase in volatility will generally result in an increase in the reserves calculated using fair value. Increases in reserves would result in a charge to our earnings in the quarter in which the increase occurs. Therefore, we maintain a customized dynamic hedge program that is designed to mitigate the risks associated with income volatility around the change in reserves on guaranteed benefits. However, 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, high levels of volatility in the equity markets and derivatives markets, extreme swings in interest rates, contract holder behavior different than expected, a strategic decision to adjust the hedging strategy in reaction to extreme market conditions or inconsistencies between economic and statutory reserving guidelines and divergence between the performance of the underlying funds and hedging indices. In addition, we remain liable for the guaranteed benefits in the event that derivative or reinsurance counterparties are unable or unwilling to pay, and we are also subject to the risk that the cost of hedging these guaranteed benefits increases, resulting in a reduction to net income. These, individually or collectively, may have a material adverse effect on net income, financial condition or liquidity. Liquidity and Capital Position Adverse capital and credit market conditions may affect our ability to meet liquidity needs, access to capital and cost of capital. We need liquidity to pay our operating expenses, interest on our debt and dividends on our capital stock, to maintain our securities lending activities and to replace certain maturing liabilities. Without sufficient liquidity, we will be forced to curtail our operations, and our business will suffer. When considering our liquidity and capital position, it is important to distinguish between the needs of our insurance subsidiaries and the needs of the holding company. For our insurance and other subsidiaries, the principal sources of liquidity are insurance premiums and fees, annuity considerations and cash flow from our investment portfolio and assets, consisting mainly of cash or assets that are readily convertible into cash. In the event that current resources do not satisfy our needs, we may have to seek additional financing. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects if we incur large investment losses or if the level of our business activity decreases due to a market downturn. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. See “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow” in the MD&A for a description of our credit ratings. Our internal sources of liquidity may prove to be insufficient, and in such case, we may not be able to successfully obtain additional financing on favorable terms, or at all. Disruptions, uncertainty or volatility in the capital and credit markets may also limit our access to capital required to operate our business, most significantly our insurance operations. Such market conditions may limit our ability to replace, in a timely manner, maturing liabilities; satisfy statutory capital requirements; generate fee income and market-related revenue to meet liquidity needs; and access the capital necessary to grow our business. As such, we may be forced to delay raising capital, issue shorter term securities than we prefer or bear an unattractive cost of capital which could decrease our profitability and significantly reduce our financial flexibility. Our results of 23 operations, financial condition, cash flows and statutory capital position could be materially adversely affected by disruptions in the financial markets. 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. We are a holding company and we have no direct operations. Our principal asset is the capital stock of our insurance subsidiaries. Our ability to meet our obligations for payment of interest and principal on outstanding debt obligations and to pay dividends to shareholders, repurchase our securities and pay corporate expenses depends primarily on the ability of our subsidiaries to pay dividends or to advance or repay funds to us. Under Indiana laws and regulations, our Indiana insurance subsidiaries, including our primary insurance subsidiary, LNL, may pay dividends to us without prior approval of the Indiana insurance commissioner (the “Commissioner’’) only from unassigned surplus, or must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding 12 consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner or the insurer’s statutory net gain from operations for the previous 12 months, but in no event to exceed statutory unassigned surplus. LNL’s subsidiaries, LLANY and LLACB, are bound by similar restrictions under the laws of New York and New Hampshire, respectively. In addition, payments of dividends and advances or repayment of funds to us by our insurance subsidiaries are restricted by the applicable laws of their respective jurisdictions requiring that our insurance subsidiaries hold a specified amount of minimum reserves in order to meet future obligations on their outstanding policies. These regulations specify that the minimum reserves shall be calculated to be sufficient to meet future obligations, after giving consideration to future required premiums to be received, and are based on certain specified mortality and morbidity tables, interest rates and methods of valuation, which are subject to change. In order to meet their claims-paying obligations, our insurance subsidiaries regularly monitor their reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. At times, we may determine that reserves in excess of the minimum may be needed to ensure sufficiency. Changes in, or reinterpretations of, these laws 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. Requiring our insurance subsidiaries to hold additional reserves has the potential to constrain their ability to pay dividends to the holding company. See “Legislative, Regulatory and Tax – Attempts to mitigate the impact of Regulation XXX and Actuarial Guideline 38 may fail in whole or in part resulting in an adverse effect on our financial condition and results of operations” above for additional information on potential changes in these laws. The earnings of our insurance subsidiaries impact contract holders’ surplus. Lower earnings constrain the growth in our insurance subsidiaries’ capital, and therefore, can constrain the payment of dividends and advances or repayment of funds to us. In addition, the amount of surplus that our insurance subsidiaries could pay as dividends is constrained by the amount of surplus they hold to maintain their financial strength ratings, to provide an additional layer of margin for risk protection and for future investment in our businesses. Notwithstanding the foregoing, we believe that our insurance subsidiaries have sufficient liquidity to meet their contract holder obligations and maintain their operations. A decrease in the capital and surplus of our insurance subsidiaries may result in a downgrade to our credit and insurer financial strength ratings. In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors, including the amount of statutory income or losses generated by our insurance subsidiaries (which itself is sensitive to equity market and credit market conditions), the amount of additional capital our insurance subsidiaries must hold to support business growth, changes in reserving requirements, such as principles-based reserving, our inability to obtain reserve relief, changes in equity market levels, the value of certain fixed-income and equity securities in our investment portfolio, the value of certain derivative instruments that do not get hedge accounting treatment, changes in interest rates and foreign currency exchange rates, as well as changes to the NAIC RBC formulas. The RBC ratio is also affected by the product mix of the in-force book of business (i.e., the amount of business without guarantees is not subject to the same level of reserves as the business with guarantees). Most of these factors are outside of our control. Our credit and insurer financial strength ratings are significantly influenced by the statutory surplus amounts and RBC ratios of our insurance company subsidiaries. The RBC ratio of LNL is an important factor in the determination of the credit and financial strength ratings of LNC and its subsidiaries. In addition, rating agencies may implement changes to their internal models that have the effect of increasing or decreasing the amount of statutory capital we must hold in order to maintain our current ratings. In extreme scenarios of equity market declines, the amount of additional statutory reserves that we are required to hold for our variable annuity guarantees may increase at a rate greater than the rate of change of the markets. Increases in reserves reduce the statutory surplus used in calculating our RBC ratios. To the extent that our statutory capital resources are deemed to be insufficient to maintain a particular rating by one or more rating agencies, we may seek to raise additional capital through public or private equity or debt financing, which may be on terms not as favorable as in the past. Alternatively, if we were not to raise additional capital in such a scenario, either at our discretion or because we were unable to do so, our financial strength and credit ratings might be downgraded by one or more rating agencies. For more information on risks regarding our ratings, see “Covenants and Ratings – A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors” below. 24 An inability to access our credit facilities could result in a reduction in our liquidity and lead to downgrades in our credit and financial strength ratings. We have a $2.5 billion unsecured facility, which expires on June 30, 2021. We also have other facilities that we enter into in the ordinary course of business. See “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow – Financing Activities” in the MD&A and Note 13. We rely on our credit facilities as a potential source of liquidity. We also use the credit facility as a potential backstop to provide variable annuity statutory reserve credit. While our variable annuity hedge assets available to provide reserve credit have normally exceeded the statutory reserves, in certain stressed market conditions, it is possible that these assets could be less than the statutory reserve. Our credit facility is available to provide reserve credit to LNL in such a case. If we were unable to access our facility in such circumstances, it could materially impact LNL’s capital position. The availability of these facilities could be critical to our credit and financial strength ratings and our ability to meet our obligations as they come due in a market when alternative sources of credit are tight. The credit facilities contain certain administrative, reporting, legal and financial covenants. We must comply with covenants under our credit facilities, including a requirement to maintain a specified minimum consolidated net worth. Our right to borrow funds under these facilities is subject to the fulfillment of certain important conditions, including our compliance with all covenants, and our ability to borrow under these facilities is also subject to the continued willingness and ability of the lenders that are parties to the facilities to provide funds. Our failure to comply with the covenants in the credit facilities or fulfill the conditions to borrowings, or the failure of lenders to fund their lending commitments (whether due to insolvency, illiquidity or other reasons) in the amounts provided for under the terms of the facilities, would restrict our ability to access these credit facilities when needed and, consequently, could have a material adverse effect on our financial condition and results of operations. Assumptions and Estimates As a result of changes in assumptions, estimates and methods in calculating reserves, 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. 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 insurance products, we calculate these reserves based on many assumptions and estimates, including, but not limited to, estimated premiums we will receive over the assumed life of the policies, the timing of the events covered by the insurance policies, the lapse rate of the policies, the amount of benefits or claims to be paid and the investment returns on the assets we purchase with the premiums we receive. The sensitivity of our statutory reserves and surplus established for our variable annuity base contracts and riders to changes in the equity markets will vary depending on the magnitude of the decline. The sensitivity will be affected by the level of account values relative to the level of guaranteed amounts, product design and reinsurance. Statutory reserves for variable annuities depend upon the cumulative equity market impacts on the business in force, and therefore, result in non-linear relationships with respect to the level of equity market performance within any reporting period. 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 amount or the timing of the 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. Increases in reserves have a negative effect on income from operations in the quarter incurred. If our businesses do not perform well and/or their estimated fair values decline or the price of our common stock does not increase, we may be required to recognize an impairment of our goodwill or to establish a valuation allowance against the deferred income tax asset, which could have a material adverse effect on our results of operations and financial condition. Goodwill represents the excess of the acquisition price incurred to acquire subsidiaries and other businesses over the fair value of their net assets as of the date of acquisition. We test goodwill at least annually for indications of value impairment with consideration given to financial performance, mergers and acquisitions and other relevant factors. In addition, certain events, including a significant and adverse change in regulations, including tax law changes, legal factors, accounting standards or the business climate, an adverse action or assessment by a regulator or unanticipated competition, would cause us to review the carrying amounts of goodwill for impairment. Impairment testing is performed based upon estimates of the fair value of the “reporting unit” to which the goodwill relates. During the fourth quarter of 2017, we recorded goodwill impairment of $905 million related to our Life Insurance segment. Subsequent reviews of goodwill could result in an impairment of goodwill, and such write-downs could have a material adverse effect on our net income and book value, but will not affect the statutory capital of our insurance subsidiaries. As of December 31, 2018, we had a total of $1.8 billion of goodwill on our Consolidated Balance Sheets. For more information on goodwill, see “Critical Accounting Policies and Estimates – Goodwill and Other Intangible Assets” in the MD&A and Note 10. Deferred income tax represents the tax effect of the differences between the book and tax basis of assets and liabilities. Deferred tax assets are assessed periodically by management to determine if they are realizable. As of December 31, 2018, we had a deferred tax asset of $1.2 billion. Factors in management’s determination include the performance of the business, including the ability to generate capital gains from a variety of sources and tax planning strategies. If, based on available information, it is more likely than not that the deferred 25 income tax asset will not be realized, then a valuation allowance must be established with a corresponding charge to net income. Such valuation allowance could have a material adverse effect on our results of operations and financial condition. The determination of the amount of allowances and impairments taken on our investments is highly subjective and could materially impact our results of operations or financial condition. The determination of the amount of allowances and impairments varies by investment type and is based upon our periodic evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Management updates its evaluations regularly and reflects changes in allowances and impairments in operations as such evaluations are revised. There can be no assurance that our management has accurately assessed the level of impairments taken and allowances reflected in our financial statements. Furthermore, additional impairments may need to be taken or allowances provided for in the future. Historical trends may not be indicative of future impairments or allowances. We regularly review our fixed maturity available-for-sale (“AFS”) securities (also referred to as “debt securities”) for declines in fair value that we determine to be other-than-temporary. If we intend to sell a debt security or it is more likely than not we will be required to sell a debt security before recovery of its amortized cost basis and the fair value of the debt security is below amortized cost, we conclude that an other-than-temporary impairment (“OTTI”) has occurred and the amortized cost is written down to current fair value, with a corresponding change to realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). If we do not intend to sell a debt security or it is not more likely than not we will be required to sell a debt security before recovery of its amortized cost basis but the present value of the cash flows expected to be collected is less than the amortized cost of the debt security (referred to as the credit loss), we conclude that an OTTI has occurred, and the amortized cost is written down to the estimated recovery value with a corresponding change to realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss), as this is also deemed the credit portion of the OTTI. The remainder of the decline to fair value is recorded in other comprehensive income (loss) (“OCI”) to unrealized OTTI on AFS securities on our Consolidated Statements of Stockholders’ Equity, as this is considered a noncredit (i.e., recoverable) impairment. In June 2016, the FASB issued amendments to the accounting guidance for measuring credit losses on financial instruments. For more information regarding the new accounting standard, see “ASU 2016-13, Measurement of Credit Losses on Financial Instruments” in Note 2. Related to our unrealized losses, we establish deferred tax assets for the tax benefit we may receive in the event that losses are realized. The realization of significant realized losses could result in an inability to recover the tax benefits and may result in the establishment of valuation allowances against our deferred tax assets. Realized losses or impairments may have a material adverse impact on our results of operations and financial condition. Our valuation of fixed maturity, trading and equity securities may include methodologies, estimations and assumptions which are subject to differing interpretations and could result in changes to investment valuations that may materially adversely affect our results of operations or financial condition. Fixed maturity, trading and equity securities and short-term investments, which are reported at fair value on our Consolidated Balance Sheets, represented the majority of our total cash and invested assets. We have categorized these securities into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The determination of fair values in the absence of quoted market prices is based on valuation methodologies, securities we deem to be comparable and assumptions deemed appropriate given the circumstances. The fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty. Factors considered in estimating fair value include coupon rate, maturity, estimated duration, call provisions, sinking fund requirements, credit rating, industry sector of the issuer and quoted market prices of comparable securities. The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts. During periods of market disruption, including periods of significantly increasing/decreasing or high/low interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain securities if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the current financial environment. In such cases, more securities may fall to Level 3 and thus require more subjectivity and management judgment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation, as well as valuation methods which are more sophisticated or require greater estimation, thereby resulting in values which may be less than the value at which the investments may be ultimately sold. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition. Significant adverse mortality experience may result in the loss of, or higher prices for, reinsurance. We reinsure a significant amount of the mortality risk on fully underwritten, newly issued, individual life insurance contracts. We regularly review retention limits for continued appropriateness and they may be changed in the future. If we were to experience adverse 26 mortality or morbidity experience, a significant portion of that would be reimbursed by our reinsurers. Prolonged or severe adverse mortality or morbidity experience could result in increased reinsurance costs, and ultimately, reinsurers being unwilling to offer coverage. If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection at comparable rates to what we are paying currently, we may have to accept an increase in our net exposures or revise our pricing to reflect higher reinsurance premiums or both. 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. Catastrophes may adversely impact liabilities for contract holder claims. Our insurance operations are exposed to the risk of catastrophic mortality, such as a pandemic, an act of terrorism, natural disaster or other event that causes a large number of deaths or injuries. Significant influenza pandemics have occurred three times in the last century, but the likelihood, timing or severity of a future pandemic cannot be predicted. Additionally, the impact of climate change could cause changes in weather patterns, resulting in more severe and more frequent natural disasters such as forest fires, hurricanes, tornados, floods and storm surges. In our group insurance operations, a localized event that affects the workplace of one or more of our group insurance customers could cause a significant loss due to mortality or morbidity claims. These events could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Pandemics, natural disasters and man-made catastrophes, including terrorism, may produce significant damage in larger areas, especially those that are heavily populated. Claims resulting from natural or man-made catastrophic events could cause substantial volatility in our financial results for any fiscal quarter or year and could materially reduce our profitability or harm our financial condition. Also, catastrophic events could harm the financial condition of our reinsurers and thereby increase the probability of default on reinsurance recoveries. Accordingly, our ability to write new business could also be affected. Consistent with industry practice and accounting standards, we establish liabilities for claims arising from a catastrophe only after assessing the probable losses arising from the event. We cannot be certain that the liabilities we have established or applicable reinsurance will be adequate to cover actual claim liabilities, and a catastrophic event or multiple catastrophic events could have a material adverse effect on our business, results of operations and financial condition. Operational Matters Our enterprise 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 enterprise 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. We face risks of non-collectability of reinsurance and increased reinsurance rates, 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”). As of December 31, 2018, we ceded $667.9 billion of life insurance in force to reinsurers for reinsurance protection. Although reinsurance does not discharge our subsidiaries from their primary obligation to pay contract holders 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, 2018, we had $17.7 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, $12.1 billion related to reinsurance agreements entered into with Protective in May 2018, providing for the reinsurance and administration of the Liberty Life Business sold to Protective in connection with the Liberty acquisition. To support its obligations under the reinsurance agreements, Protective has established trust accounts for our benefit that fully collateralize the related reinsurance recoverable. In addition, $1.5 billion related to the sale of our reinsurance business to Swiss Re in 2001 through an indemnity reinsurance agreement. Swiss Re has funded a trust to support this business. The balance in the Swiss Re trust changes as a result of ongoing reinsurance activity and was $2.4 billion as of December 31, 2018. Furthermore, we hold trading securities to support the $177 million of funds withheld liabilities related to the Swiss Re treaties for which we would have the right of offset to the corresponding reinsurance receivables in the event of a default by Swiss Re. In addition, our Modco agreement with Athene resulted in a $7.5 billion deposit asset as of December 31, 2018, which is fully collateralized. For more information regarding reinsurance, see “Reinsurance” in the MD&A and Note 9. The balance of the reinsurance is due from a diverse group of reinsurers. The collectability 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 27 capacity, stability, trends and commitment to the reinsurance business. We also require assets in trust, LOCs 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 could have a material adverse effect on our results of operations and financial condition. Reinsurers also may attempt to increase rates with respect to our existing reinsurance arrangements. The ability of our reinsurers to increase rates depends upon the terms of each reinsurance contract. Some of our reinsurance contracts contain provisions that limit the reinsurer’s ability to increase rates on in-force business; however, some do not. An increase in reinsurance rates may affect the profitability of our insurance business. Additionally, such a rate increase could result in our recapture of the business, which may result in a need for additional reserves and increase our exposure to claims. While in recent years, we have faced a number of rate increase actions on in-force business, our management of those actions has not had a material effect on our results of operations or financial condition. However, there can be no assurance that the outcome of future rate increase actions would similarly result in no material effect. See Note 14 for a description of reinsurance related actions. Competition for our employees is intense, and we may not be able to attract and retain the highly skilled people we need to support our business. Our success depends, in large part, on our ability to attract and retain key people. Intense competition exists for the key employees with demonstrated ability, and we may be unable to hire or retain such employees. The unexpected loss of services of one or more of our key personnel could have a material adverse effect on our operations due to their skills, knowledge of our business, their years of industry experience and the potential difficulty of promptly finding qualified replacement employees. We compete with other financial institutions primarily on the basis of our products, compensation, support services and financial condition. 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 key employees, including financial advisers, wholesalers and other employees, as well as independent distributors of our products. We may not be able to protect our intellectual property and may be subject to infringement claims. We rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our intellectual property. Although we use a broad range of measures to protect our intellectual property rights, third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect our copyrights, trademarks, patents, trade secrets and know-how or to determine their scope, validity or enforceability, which represents a diversion of resources that may be significant in amount and may not prove successful. Additionally, complex legal and factual determinations and evolving laws and court interpretations make the scope of protection afforded our intellectual property uncertain, particularly in relation to our patents. The loss of intellectual property protection or the inability to secure or enforce the protection of our intellectual property assets could have a material adverse effect on our business and our ability to compete. We also may be subject to costly litigation in the event that another party alleges our operations or activities infringe upon another party’s intellectual property rights. We may be subject to claims by third parties for breach of patent, copyright, trademark, trade secret or license usage rights. Any such claims and any resulting litigation could result in significant liability for damages. If we were found to have infringed a third-party patent or other intellectual property rights, we could incur substantial liability, and in some circumstances could be enjoined from providing certain products or services to our customers or utilizing and benefiting from certain copyrights, trademarks, trade secrets or licenses, or alternatively could be required to enter into costly licensing arrangements with third parties, all of which could have a material adverse effect on our business, results of operations and financial condition. Our information systems may experience interruptions, breaches in security and/or a failure of disaster recovery systems that could result in a loss or disclosure of confidential information, damage to our reputation and impairment of our ability to conduct business effectively. Our information systems are critical to the operation of our business. We collect, process, maintain, retain and distribute large amounts of personal financial and health information and other confidential and sensitive data about our customers in the ordinary course of our business. Our business therefore depends on our customers’ willingness to entrust us with their personal information. Any failure, interruption or breach in security could result in disruptions to our critical systems and adversely affect our customer relationships. Publicly reported cyber-security threats and incidents have increased over recent periods. Although hackers have attempted and will likely continue to try to infiltrate our computer systems, to date, we have not had a material security breach. While we employ a robust and tested information security program, the preventative actions we take to reduce cyber incidents and protect our information technology may be insufficient to prevent physical and electronic break-ins, cyberattacks, compromised credentials, fraud, other security breaches or other unauthorized access to our computer systems, and, given the increasing sophistication of cyberattacks, in some cases, such incidents could occur and persist for an extended period of time without detection. As a result, there can be no assurance that any such failure, interruption or security breach will not occur or, if any does occur, that it will be detected in a timely manner or that it can be sufficiently remediated. Such an occurrence may impede or interrupt our business operations and could adversely affect our reputation, business, financial condition and results of operations. In the event of a disaster such as a natural catastrophe, epidemic, industrial accident, blackout, computer virus, terrorist attack, cyberattack or war, unanticipated problems with our disaster recovery systems could have a material adverse impact on our ability to conduct business and on our results of operations and financial condition, particularly if those problems affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data. In addition, in the event that a significant number of 28 our managers were unavailable following a disaster, our ability to effectively conduct business could be severely compromised. These interruptions also may interfere with our suppliers’ ability to provide goods and services and our employees’ ability to perform their job responsibilities. The failure of our computer systems and/or our disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to our customers. The occurrence of any such failure, interruption or security breach of our systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and financial liability. Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to our customer data, we may also have obligations to notify customers about the incident, and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident. For more information, see “Legislative, Regulatory and Tax – State Regulation – Compliance with existing and emerging privacy regulations could result in increased compliance costs and/or lead to changes in business practices and policies, and any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations.” Although we conduct due diligence, negotiate contractual provisions and, in many cases, conduct periodic reviews of our vendors, distributors, and other third parties that provide operational or information technology services to us to confirm compliance with our information security standards, the failure of such third parties’ computer systems and/or their disaster recovery plans for any reason might cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to our customers. Such a failure could harm our reputation, subject us to regulatory sanctions and legal claims, lead to a loss of customers and revenues and otherwise adversely affect our business and financial results. While we maintain cyber liability insurance that provides both third-party liability and first party liability coverages, our insurance may not be sufficient to protect us against all losses. Acquisitions of businesses, including our recent acquisition of LLACB, may not produce anticipated benefits resulting in operating difficulties, unforeseen liabilities or asset impairments, which may adversely affect our operating results and financial condition. Our acquisition of LLACB was completed in May 2018, and our integration efforts are underway. Once completed however, an acquired business may not perform as projected, expense and revenue synergies may not materialize as expected and costs associated with the integration may be greater than anticipated. Our financial results could be adversely affected by unanticipated performance issues, unforeseen liabilities, transaction-related charges, diversion of management time and resources to acquisition integration challenges or growth strategies, loss of key employees or customers, amortization of expenses related to intangibles, charges for impairment of long- term assets or goodwill and indemnifications. Factors such as receiving the required governmental or regulatory approvals to merge the acquired entity, delays in implementation or completion of transition activities or a disruption to our or the acquired entity’s business could impact our results. Covenants and Ratings A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors. Nationally recognized rating agencies rate the financial strength of our principal insurance subsidiaries and rate our debt. Ratings are not recommendations to buy our securities. Each of the rating agencies reviews its ratings periodically, and our current ratings may not be maintained in the future. Our financial strength ratings, which are intended to measure our ability to meet contract holder obligations, are an important factor affecting public confidence in most of our products and, as a result, our competitiveness. A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our competitive position in the insurance industry by making it more difficult for us to market our products, as potential customers may select companies with higher financial strength ratings, and by leading to increased withdrawals by current customers seeking companies with higher financial strength ratings. This could lead to a decrease in fees as net 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. The interest rates we pay on our borrowings are largely dependent on our credit ratings. A downgrade of our debt ratings could affect our ability to raise additional debt, including bank lines of credit, with terms and conditions similar to our current debt, and accordingly, likely increase our cost of capital. All of our ratings and ratings of our principal insurance subsidiaries 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 we can maintain these ratings. See “Item 1. Business – Financial Strength Ratings” and “Liquidity and Capital Resources – Sources of Liquidity and Cash Flow” in the MD&A for a description of our ratings. 29 We will be required to pay interest on our capital securities with proceeds from the issuance of qualifying securities if we fail to achieve specified capital adequacy or net income and stockholders’ equity levels. As of December 31, 2018, we had approximately $1.2 billion in principal amount of capital securities outstanding. All of the capital securities contain covenants that require us to make interest payments in accordance with an alternative coupon satisfaction mechanism (“ACSM”) if we determine that one of the following triggers exists as of the 30th day prior to an interest payment date, or the “determination date”: 1. LNL’s RBC ratio is less than 175% (based on the most recent annual financial statement filed with the State of Indiana); or 2. (i) The sum of our consolidated net income for the four trailing fiscal quarters ending on the quarter that is two quarters prior to the most recently completed quarter prior to the determination date is zero or negative, and (ii) our consolidated stockholders’ equity (excluding accumulated OCI and any increase in stockholders’ equity resulting from the issuance of preferred stock during a quarter), or “adjusted stockholders’ equity,” as of (x) the most recently completed quarter and (y) the end of the quarter that is two quarters before the most recently completed quarter, has declined by 10% or more as compared to the quarter that is ten fiscal quarters prior to the last completed quarter, or the “benchmark quarter.” The ACSM would generally require us to use commercially reasonable efforts to satisfy our obligation to pay interest in full on the capital securities with the net proceeds from sales of our common stock and warrants to purchase our common stock with an exercise price greater than the market price. We would have to utilize the ACSM until the trigger events above no longer existed, and, in the case of test 2 above, until our adjusted stockholders’ equity amount increased or declined by less than 10% as compared to the adjusted stockholders’ equity at the end of the benchmark quarter for each interest payment date as to which interest payment restrictions were imposed by test 2 above. If we were required to utilize the ACSM and were successful in selling sufficient shares of common stock or warrants to satisfy the interest payment, we would dilute the current holders of our common stock. Furthermore, while a trigger event is occurring and if we do not pay accrued interest in full, we may not, among other things, pay dividends on or repurchase our capital stock. Our failure to pay interest pursuant to the ACSM will not result in an event of default with respect to the capital securities, nor will a nonpayment of interest, unless it lasts for ten consecutive years, although such breaches may result in monetary damages to the holders of the capital securities. The calculations of RBC, net income (loss) and adjusted stockholders’ equity are subject to adjustments and the capital securities are subject to additional terms and conditions as further described in supplemental indentures filed as exhibits to our Forms 8-K filed on March 13, 2007, and May 17, 2006. Certain blocks of our insurance business purchased from third-party insurers under indemnity reinsurance agreements may require us to place assets in trust, secure letters of credit or return the business, if the financial strength ratings and/or capital ratios of certain insurance subsidiaries are not maintained at specified levels. Under certain indemnity reinsurance agreements, two of our insurance subsidiaries, LNL and LLANY, provide 100% indemnity reinsurance for the business assumed; however, the third-party insurer, or the “cedent,” remains primarily liable on the underlying insurance business. Under these types of agreements, as of December 31, 2018, we held statutory reserves of $5.3 billion. These indemnity reinsurance arrangements require that our subsidiary, as the reinsurer, maintain certain insurer financial strength ratings and capital ratios. If these ratings or capital ratios are not maintained, depending upon the reinsurance agreement, the cedent may recapture the business, or require us to place assets in trust or provide LOCs at least equal to the relevant statutory reserves. Under the LNL reinsurance arrangement, we held approximately $3.2 billion of statutory reserves. LNL must maintain an A.M. Best financial strength rating of at least B++, an S&P financial strength rating of at least BBB- and a Moody’s financial strength rating of at least Baa3. This arrangement may require LNL to place assets in trust equal to the relevant statutory reserves. Under LLANY’s largest indemnity reinsurance arrangement, we held approximately $1.4 billion of statutory reserves as of December 31, 2018. LLANY must maintain an A.M. Best financial strength rating of at least B+, an S&P financial strength rating of at least BB+ and a Moody’s financial strength rating of at least Ba1, as well as maintain an RBC ratio of at least 160% or an S&P capital adequacy ratio of 100%, or the cedent may recapture the business. Under two other LLANY arrangements, by which we established $715 million of statutory reserves, LLANY must maintain an A.M. Best financial strength rating of at least B++, an S&P financial strength rating of at least BBB- and a Moody’s financial strength rating of at least Baa3. One of these arrangements also requires LLANY to maintain an RBC ratio of at least 185% or an S&P capital adequacy ratio of 115%. Each of these arrangements may require LLANY to place assets in trust equal to the relevant statutory reserves. As of December 31, 2018, LNL’s and LLANY’s RBC ratios exceeded the required ratio. See “Item 1. Business – Financial Strength Ratings” for a description of our financial strength ratings. If the cedent recaptured the business, LNL and LLANY would be required to release reserves and transfer assets to the cedent. Such a recapture could adversely impact our future profits. Alternatively, if LNL and LLANY established a security trust for the cedent, the ability to transfer assets out of the trust could be severely restricted, thus negatively impacting our liquidity. 30 Investments Some of our investments are relatively illiquid and are in asset classes that have been experiencing significant market valuation fluctuations. We hold certain investments that may lack liquidity, such as privately placed securities, mortgage loans, real estate, policy loans, limited partnership interests and other investments. These asset classes represented 28% of the carrying value of our total cash and invested assets as of December 31, 2018. If we require significant amounts of cash on short notice in excess of normal cash requirements or are required to post or return collateral in connection with our investment portfolio, derivatives transactions or securities lending activities, we may have difficulty selling these investments in a timely manner, be forced to sell them for less than we otherwise would have been able to realize, or both. The reported value of our relatively illiquid types of investments, our investments in the asset classes described in the paragraph above and, at times, our high quality, generally liquid asset classes, do not necessarily reflect the lowest current market price for the asset. If we were forced to sell certain of our assets in the current market, there can be no assurance that we would be able to sell them for the prices at which we have recorded them, and we might be forced to sell them at significantly lower prices. We invest a portion of our invested assets in investment funds, many of which make private equity investments. The amount and timing of income from such investment funds tends to be uneven as a result of the performance of the underlying investments, including private equity investments. The timing of distributions from the funds, which depends on particular events relating to the underlying investments, as well as the funds’ schedules for making distributions and their needs for cash, can be difficult to predict. As a result, the amount of income that we record from these investments can vary substantially from quarter to quarter. Defaults on our mortgage loans and write-downs of mortgage equity may adversely affect our profitability. Our mortgage loans face default risk and are principally collateralized by commercial properties. The performance of our mortgage loan investments may fluctuate in the future. In addition, some of our mortgage loan investments have balloon payment maturities. An increase in the default rate of our mortgage loan investments could have a material adverse effect on our business, results of operations and financial condition. Further, any geographic or sector exposure in our mortgage loans may have adverse effects on our investment portfolios and consequently on our consolidated results of operations or financial condition. While we seek to mitigate this risk by having a broadly diversified portfolio, events or developments that have a negative effect on any particular geographic region or sector may have a greater adverse effect on the investment portfolios to the extent that the portfolios are exposed. The difficulties faced by other financial institutions could adversely affect us. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks and other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty. In addition, with respect to secured transactions, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the related loan or derivative exposure. We also may have exposure to these financial institutions in the form of unsecured debt instruments, derivative transactions and/or equity investments. 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. or other economies could result in increased impairments. There can be no assurance that any such losses or impairments to the carrying value of these assets would not materially and adversely affect our business and results of operations. Our requirements to post collateral or make payments related to declines in market value of specified assets may adversely affect our liquidity and expose us to counterparty credit risk. Many of our transactions with financial and other institutions, including settling futures positions, specify the circumstances under which the parties are required to post collateral. The amount of collateral we may be required to post under these agreements may increase under certain circumstances, which could adversely affect our liquidity. In addition, under the terms of some of our transactions, we may be required to make payments to our counterparties related to any decline in the market value of the specified assets. Our investments are reflected within our consolidated financial statements utilizing different accounting bases, and, accordingly, there may be significant differences between cost and fair value that are not recorded in our consolidated financial statements. Our principal investments are in fixed maturity and equity securities, mortgage loans on real estate, policy loans, short-term investments, derivative instruments, limited partnerships and other invested assets. The carrying value of such investments is as follows: • Fixed maturity securities are classified as AFS, except for those designated as trading securities, and are reported at their estimated fair value. The difference between the estimated fair value and amortized cost of such securities (i.e., unrealized investment gains and losses) is recorded as a separate component of OCI, net of adjustments to DAC, contract holder related amounts and deferred income taxes; • Fixed maturity securities designated as trading securities and equity securities are recorded at fair value with subsequent changes in fair value recognized in realized gain (loss). However, in certain cases, the trading and equity securities support reinsurance 31 arrangements. In those cases, offsetting the changes to fair value of the trading and equity securities are corresponding changes in the fair value of the embedded derivative liability associated with the underlying reinsurance arrangement. In other words, the investment results for the trading and equity securities, including gains and losses from sales, are passed directly to the reinsurers through the contractual terms of the reinsurance arrangements. These types of securities represent 48% of our trading and equity securities; Short-term investments include investments with remaining maturities of one year or less, but greater than three months, at the time of acquisition and are stated at amortized cost, which approximates fair value; • • Also, mortgage loans on real estate are carried at unpaid principal balances, adjusted for any unamortized premiums or discounts and deferred fees or expenses, net of valuation allowances; • Policy loans are carried at unpaid principal balances; • Real estate joint ventures and other limited partnership interests are carried using the equity method of accounting; and • Other invested assets consist principally of derivatives with positive fair values. Derivatives are carried at fair value with changes in fair value reflected in income from non-qualifying derivatives and derivatives in fair value hedging relationships. Derivatives in cash flow hedging relationships are reflected as a separate component of OCI. Investments not carried at fair value on our consolidated financial statements, principally, mortgage loans, policy loans and real estate, may have fair values that are substantially higher or lower than the carrying value reflected on our consolidated financial statements. In addition, unrealized losses are not reflected in net income unless we realize the losses by either selling the security at below amortized cost or determine that the decline in fair value is deemed to be other-than-temporary (i.e., impaired). Each of such asset classes is regularly evaluated for impairment under the accounting guidance appropriate to the respective asset class. Competition 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, investment advisers, asset managers, hedge funds 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 financial strength or credit ratings than we do. In recent years, there has been 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. 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. Item 1B. Unresolved Staff Comments None. Item 2. Properties As of December 31, 2018, LNC and our subsidiaries owned or leased approximately 2.8 million square feet of office and other space. We leased 0.1 million square feet of office space in Philadelphia, Pennsylvania, which includes space for LFN. We leased 0.2 million square feet of office space in Radnor, Pennsylvania, for our corporate center and for LFD. We owned or leased 0.8 million square feet of office space in Fort Wayne, Indiana, primarily for our Annuities and Retirement Plan Services segments. We owned or leased 0.8 million square feet of office space in Greensboro, North Carolina, primarily for our Life Insurance segment. We owned or leased 0.3 million square feet of office space in Omaha, Nebraska, and 0.2 million square feet of office space in Atlanta, Georgia, primarily for our Group Protection segment. An additional 0.4 million square feet of office space is owned or leased in other U.S. cities for branch offices. In addition, we licensed 0.1 million square feet of office space in Dover, New Hampshire, for our Group Protection segment pursuant to a transition services agreement with Liberty. This discussion regarding properties does not include information on field offices and investment properties. Item 3. Legal Proceedings For information regarding legal proceedings, see “Regulatory and Litigation Matters” in Note 14, which is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 32 Executive Officers of the Registrant Executive Officers of the Registrant as of February 14, 2019, were as follows: Name Age (1) Position with LNC and Business Experience During the Past Five Years Dennis R. Glass 69 President, Chief Executive Officer and Director (since July 2007). President, Chief Operating Officer and Director (April 2006 - July 2007). Lisa M. Buckingham 53 Executive Vice President and Chief People, Place and Brand Officer (since August 2018). Executive Vice President and Chief Human Resources Officer (March 2011 - August 2018). Senior Vice President and Chief Human Resources Officer (December 2008 - March 2011). Ellen Cooper 54 Executive Vice President and Chief Investment Officer (since August 2012). Randal J. Freitag 56 Executive Vice President and Chief Financial Officer (since January 2011) and Head of Individual Life (since June 2017). Senior Vice President, Chief Risk Officer (2007 - December 2010). Senior Vice President, Chief Risk Officer and Treasurer (2007 - October 2009). Wilford H. Fuller 48 Executive Vice President (since March 2011) and President, Annuity Solutions (since March 2015). President, Lincoln Financial Network (2) (since October 2012). President and CEO, Lincoln Financial Distributors (2) (since February 2009). Richard L. Mucci 68 Executive Vice President (since July 2018) and President, Group Protection (since July 2014). Principal and Founder, Brant Point Consulting, LLC, a senior management advisory firm for the insurance industry (April 2012 - June 2014). Jamie B. Ohl 53 Executive Vice President (since July 2018), President, Retirement Plan Services (since August 2015), and Head of Life and Annuity Operations (since July 2018). General Partner, Edward Jones, a financial services firm (October 2014 - August 2015). President, Tax Exempt Services, Voya, a provider of retirement, investment, and insurance products and services (October 2012 - September 2014). Leon E. Roday 64 Executive Vice President and General Counsel (since December 2018). Executive Vice President (December 2013 - February 2015), and General Counsel and Secretary (May 2004 - February 2015), Genworth Financial, an insurance company. Kenneth S. Solon 58 Executive Vice President, Chief Information Officer and Head of Digital (since July 2018). Executive Vice President, Chief Information Officer and Head of Administrative Services (January 2016 - July 2018). Senior Vice President, Head of Technology (March 2015 - December 2015). Senior Vice President, Head of Shared Services and Technology (January 2010 - March 2015). (1) Age shown is based on the officer’s age as of February 14, 2019. (2) Denotes an affiliate of LNC. 33 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 Our common stock is traded on the New York stock exchange under the symbol LNC. As of February 14, 2019, the number of shareholders of record of our common stock was 6,404. The dividend on our common stock is declared each quarter by our Board of Directors if we are eligible to pay dividends and the Board determines that we will pay dividends. 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and Note 19 in the accompanying notes to the consolidated financial statements presented in “Item 8. Financial Statements and Supplementary Data.” For information on securities authorized for issuance under equity compensation plans, see “Part III – Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which is incorporated herein by reference. (b) Not Applicable (c) Issuer Purchases of Equity Securities The following summarizes purchases of equity securities by the issuer during the quarter ended December 31, 2018 (dollars in millions, except per share data): (a) Total Number of Shares Purchased (1) (b) Average Price Paid per Share 1,182,383 $ 776,334 7,172,774 63.91 64.48 57.08 (c) Total Number of Shares 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 (2) 1,182,383 $ 776,334 7,172,774 587 1,236 737 Period 10/1/18 – 10/31/18 11/1/18 – 11/30/18 12/1/18 – 12/31/18 (1) Of the total number of shares purchased, no shares were received in connection with the exercise of stock options and related taxes. For the quarter ended December 31, 2018, there were 9,131,491 shares purchased as part of publicly announced plans or programs. This amount includes shares repurchased in the quarter pursuant to an accelerated share repurchase agreement (“ASR”) entered into on December 10, 2018. The ASR provided for the up front delivery of 6,382,978 shares. The transaction is scheduled to terminate during the first quarter of 2019, at which time the parties will settle the transaction in accordance with the terms of the agreement. (2) On November 8, 2018, our Board of Directors authorized an increase in our securities repurchase authorization, bringing the total aggregate repurchase authorization to $1.25 billion. Prior to this increase, our remaining security repurchase authorization was $575 million. As of December 31, 2018, our remaining security repurchase authorization was $737 million. The security repurchase authorization does not have an expiration date. 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. Our stock repurchases may be effected from time to time through open market purchases or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan. 34 Item 6. Selected Financial Data The following selected financial data (in millions, except per share data) should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the accompanying notes to the consolidated financial statements presented in “Item 8. Financial Statements and Supplementary Data.” Total revenues Income (loss) from continuing operations Net income (loss) Per share data: (1)(2) Income (loss) from continuing operations – basic Income (loss) from continuing operations – diluted Net income (loss) – basic Net income (loss) – diluted Common stock dividends Assets Long-term debt: Principal Unamortized premiums (discounts), unamortized debt issuance costs and fair value hedge on interest rate swap agreements Stockholders’ equity Per common share data: (1) Stockholders’ equity, including $ 2018 16,424 1,641 1,641 For the Years Ended December 31, 2015 2016 2017 $ $ 14,257 2,079 2,079 $ 13,330 1,192 1,192 13,572 1,154 1,154 $ 7.60 7.40 7.60 7.40 1.36 9.36 9.22 9.36 9.22 1.20 5.09 5.03 5.09 5.03 1.04 4.60 4.51 4.60 4.51 0.85 2014 13,554 1,514 1,515 5.81 5.67 5.81 5.67 0.68 2018 298,147 $ $ As of December 31, 2016 261,627 $ $ 2017 281,763 2015 251,908 2014 253,348 $ 5,686 4,673 5,123 5,323 5,023 153 14,350 221 17,322 222 14,478 230 13,617 218 15,740 accumulated other comprehensive income (loss) 69.71 79.43 63.97 55.84 61.35 Stockholders’ equity, excluding accumulated other comprehensive income (loss) Market value of common stock 67.73 51.31 64.62 76.87 57.05 66.27 52.38 50.26 49.29 57.67 (1) Per share amounts were affected by the retirement of 13.2 million, 10.4 million, 19.3 million, 16.0 million and 12.5 million shares of common stock during the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively. (2) To arrive at diluted earnings per share, if the effect of equity classification would result in a more dilutive earnings per share, we adjust the numerator used in the calculation of our diluted earnings per share to remove the mark-to-market adjustment for deferred units of LNC stock in our deferred compensation plans, which amounted to $18 million, $(7) million, $4 million and $(4) million for the years ending December 31, 2018, 2017, 2015 and 2014, respectively. There was no such adjustment for the year ended December 31, 2016. 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the financial condition as of December 31, 2018, compared with December 31, 2017, and the results of operations in 2018 and 2017, compared with the immediately preceding year of Lincoln National Corporation and its consolidated subsidiaries. Unless otherwise stated or the context otherwise requires, “LNC,” “Company,” “we,” “our” or “us” refers to Lincoln National Corporation and its consolidated subsidiaries. On May 1, 2018, we completed our acquisition of Liberty Life Assurance Company of Boston (“Liberty Life” or “LLACB”). Beginning on May 1, 2018, the results of operations and financial condition of Liberty Life were consolidated with LNC. Accordingly, all financial information presented herein for the year ended December 31, 2018, includes the accounts of LNC and the accounts of Liberty Life since May 1, 2018. The MD&A is provided as a supplement to, and should be read in conjunction with our consolidated financial statements and the accompanying notes to the consolidated financial statements (“Notes”) presented in “Part II – Item 8. Financial Statements and Supplementary Data,” as well as “Part I – Item 1A. Risk Factors” above. In this report, in addition to providing consolidated revenues and net income (loss), we also provide segment operating revenues and income (loss) from operations because we believe they are meaningful measures of revenues and the profitability of our operating segments. Financial information that follows is presented in accordance with United States of America generally accepted accounting principles (“GAAP”), unless otherwise indicated. See Note 1 for a discussion of GAAP. Operating revenues and income (loss) from operations are the financial performance measures we use to evaluate and assess the results of our segments. Accordingly, we define and report operating revenues and income (loss) from operations by segment in Note 21. Our management believes that operating revenues and income (loss) from operations explain the results of our ongoing businesses in a manner that allows for a better understanding of the underlying trends in our current businesses because the excluded items 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. In addition, we believe that our definitions of operating revenues and income (loss) from operations will provide investors with a more valuable measure of our performance because it better reveals trends in our business. FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE Certain statements made in this report and in other written or oral statements made by us or on our behalf are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: “believe,” “anticipate,” “expect,” “estimate,” “project,” “will,” “shall” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective services or products, future performance or financial results and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA. Forward-looking statements 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: • Deterioration in general economic and business conditions that may affect account values, investment results, guaranteed benefit liabilities, premium levels, claims experience and the level of pension benefit costs, funding and investment results; • Adverse global capital and credit market conditions could affect our ability to raise capital, if necessary, and may cause us to realize impairments on investments and certain intangible assets, including goodwill and the valuation allowance against deferred tax assets, which may reduce future earnings and/or affect our financial condition and ability to raise additional capital or refinance existing debt as it matures; • Because of our holding company structure, the inability of our subsidiaries to pay dividends to the holding company in sufficient amounts could harm the holding company’s ability to meet its obligations; • Legislative, regulatory or tax changes, both domestic and foreign, that affect: the cost of, or demand for, our subsidiaries’ products; the required amount of reserves and/or surplus; our ability to conduct business and our captive reinsurance arrangements as well as restrictions on the payment of revenue sharing and 12b-1 distribution fees; the impact of U.S. federal tax reform legislation on our business, earnings and capital; and the impact of any “best interest” standards of care adopted by the Securities and Exchange Commission (“SEC”) or other regulations adopted by federal or state regulators or self-regulatory organizations relating to the standard of care owed by investment advisers and/or broker-dealers; • Actions taken by reinsurers to raise rates on in-force business; • Declines in or sustained low interest rates causing a reduction in investment income, the interest margins of our businesses, estimated gross profits (“EGPs”) and demand for our products; • Rapidly increasing interest rates causing contract holders to surrender life insurance and annuity policies, thereby causing realized investment losses, and reduced hedge performance related to variable annuities; 36 • Uncertainty about the effect of continuing promulgation and implementation of rules and regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act on us, the economy and the financial services sector in particular; • The initiation of legal or regulatory proceedings against us, and the outcome of any legal or regulatory proceedings, such as: adverse actions related to present or past business practices common in businesses in which we compete; adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities and class action cases; new decisions that result in changes in law; and unexpected trial court rulings; • A decline in the equity markets causing a reduction in the sales of our subsidiaries’ products; a reduction of asset-based fees that our subsidiaries charge on various investment and insurance products; an acceleration of the net amortization of deferred acquisition costs (“DAC”), value of business acquired (“VOBA”), deferred sales inducements (“DSI”) and deferred front-end loads (“DFEL”); and an increase in liabilities related to guaranteed benefit features of our subsidiaries’ variable annuity products; Ineffectiveness of our risk management policies and procedures, including various hedging strategies used to offset the effect of changes in the value of liabilities due to changes in the level and volatility of the equity markets and interest rates; • • A deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from the assumptions used in pricing our subsidiaries’ products, in establishing related insurance reserves and in the net amortization of DAC, VOBA, DSI and DFEL, which may reduce future earnings; • Changes in GAAP that may result in unanticipated changes to our net income; • Lowering of one or more of our debt ratings issued by nationally recognized statistical rating organizations and the adverse effect such action may have on our ability to raise capital and on our liquidity and financial condition; • Lowering of one or more of the insurer financial strength ratings of our insurance subsidiaries and the adverse effect such action may • • • have on the premium writings, policy retention, profitability of our insurance subsidiaries and liquidity; Significant credit, accounting, fraud, corporate governance or other issues that may adversely affect the value of certain investments in our portfolios, as well as counterparties to which we are exposed to credit risk, requiring that we realize losses on investments; Inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; Interruption in telecommunication, information technology or other operational systems or failure to safeguard the confidentiality or privacy of sensitive data on such systems from cyberattacks or other breaches of our data security systems; • The effect of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including the successful implementation of integration strategies or the achievement of anticipated synergies and operational efficiencies related to an acquisition; • The adequacy and collectability of reinsurance that we have purchased; • Acts of terrorism, a pandemic, war or other man-made and natural catastrophes that may adversely affect our businesses and the cost and availability of reinsurance; • Competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that our subsidiaries can charge for their products; • The unknown effect on our subsidiaries’ businesses resulting from evolving market preferences and the changing demographics of our client base; and • The unanticipated loss of key management, financial planners or wholesalers. The risks included here are not exhaustive. Other sections of this report, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors that could affect our businesses and financial performance, including “Part I – Item 1A. Risk Factors” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” which are incorporated herein by reference. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report. INTRODUCTION Executive Summary We are a holding company that operates multiple insurance and retirement businesses through subsidiary companies. Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions. These products primarily include fixed and indexed annuities, variable annuities, universal life insurance (“UL”), variable universal life insurance (“VUL”), linked-benefit UL, indexed universal life insurance (“IUL”), term life insurance, employer-sponsored retirement plans and services, and group life, disability and dental. We provide products and services and report results through our Annuities, Retirement Plan Services, Life Insurance and Group Protection segments. We also have Other Operations. These segments and Other Operations are described in “Part I – Item 1. Business” above. As discussed in Note 3, on May 1, 2018, we completed our acquisition of 100% of the capital stock of Liberty Life, which operates a group benefits business and individual life and individual and group annuity business, in a transaction accounted for 37 under the acquisition method of accounting. We ceded insurance policies relating to the individual life and individual and group annuity business to third-party reinsurers. The operating results of Liberty Life are included in our Group Protection segment beginning on May 1, 2018. The acquisition enables us to increase our market share within the group protection marketplace. We provide information about our segments’ and Other Operations’ operating revenue and expense line items and realized gain (loss), key drivers of changes and historical details underlying the line items below. For factors that could cause actual results to differ materially, see “Part I – Item 1A. Risk Factors” and “Forward-Looking Statements – Cautionary Language” above. Industry Trends We continue to be influenced by a variety of trends that affect the industry. Financial and Economic Environment The level of long-term interest rates and the shape of the yield curve can have a negative effect on the demand for and the profitability of spread-based products such as fixed annuities and UL. Low long-term rates can also increase the cost of providing variable annuity living benefit guarantees. A flat or inverted yield curve and low long-term interest rates are affecting new money rates on corporate bonds. Equity market performance can also affect the profitability of life insurers, as product demand and fee income from variable annuities and fee income from pension products tied to separate account balances often reflect equity market performance. Insurance premium growth, with respect to group life and disability products, for example, is closely tied to employers’ total payroll growth. Additionally, the potential market for these products is expanded by new business creation. The Federal Reserve’s forecast for 2019, as reported in December of 2018, indicated that economic activity will grow at an approximate rate of 2.3% over the next year, labor market indicators will remain strong and inflation will be near its target of 2%. Driven by continued improvements in the labor market and inflation market conditions, the Federal Reserve increased the target range for the federal funds rate by 25 basis points four times during 2018 to a range of 2.25% to 2.50%. The Federal Reserve will monitor economic data closely to determine its next steps to changes in monetary policy. Regulatory Environment U.S.-domiciled insurance entities are regulated at the state level, while certain products and services are also subject to federal regulation. Regulators may refine capital requirements and introduce new reserving standards for the life insurance industry. Regulations recently adopted or currently under review can potentially affect the capital requirements and profitability of the industry and result in increased regulation and oversight for the industry. For example, on April 18, 2018, the SEC proposed “Regulation Best Interest,” including a new standard of conduct for broker-dealers under the Securities Exchange Act of 1934, which would require a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction, without putting its financial interests ahead of the interests of a retail customer. See “Part I – Item 1A. Risk Factors – Legislative, Regulatory and Tax – Federal Regulation – Regulations relating to the standard of care applicable to investment advisers and broker-dealers could result in additional disclosure and other requirements related to the sale and delivery of our products and services” and “Part I – Item 1. Business – Regulatory” for a discussion of the potential effects of regulatory changes on our industry. Demographics Escalation of income protection and wealth accumulation goals for baby-boomers nearing retirement is a key driver shaping the actions of the insurance industry. As a result of increasing longevity, retirees will need to accumulate sufficient savings to finance retirements that may span 30 or more years. Helping the baby-boomers to accumulate assets for retirement and subsequently to convert these assets into retirement income represents an opportunity for the insurance industry. Another opportunity for the insurance industry is the need for long-term care services as retirees are living longer and will need these services at some point in their lifetime. Millennials entering the insurance market is another key driver shaping the actions of the insurance industry. This demographic group could end up having different consumer preferences than our in-force business. These shifts may be tied to the type of products they purchase and how they choose to purchase these products. The insurance industry’s products, and the needs they are designed to address, are complex. We believe that individuals approaching retirement age will need to seek information to plan for and manage their retirements. In the workplace, as employees take greater responsibility for their benefit options and retirement planning, they will need information about their possible individual needs. One of the challenges for the insurance industry will be the delivery of this information in a cost effective manner. Competitive Environment See the “Competition” sections for each of our segments in “Part 1 – Business – Business Segments and Other Operations” for discussion of the competitive environment in which we operate. 38 Significant Operational Matters Strategic Digitization Initiative We continue to make strategic investments in our businesses to grow revenues, further spur productivity and improve our efficiency and service to our customers. These efforts include an enterprise-wide digitization initiative that intends to significantly enhance our customer experience and provide operational efficiencies over time to meet evolving consumer preferences and marketplace shifts. We expect such efforts to have a net neutral impact during 2019 and ultimately see annual benefits beyond 2020 of approximately $90 million to $150 million, pre-tax, as a result of this initiative. Targeted Annual Operating Earnings Per Share Growth Growth in operating earnings per share (“EPS”) is a key driver of our long-term performance. We believe that the key drivers to growing our operating EPS over time include: • Generating positive net flows through our product development and distribution; • Capital markets performing in-line with our expectations; • Expense discipline, our strategic digitization initiative and expense synergies of acquired businesses driving improvement in operating margins; and • Capital generation and active capital deployment, consisting of returning capital to common stockholders. Sources of Earnings We monitor our sources of earnings as a factor in managing our businesses. This information may be useful in assessing our risk profile and cost of capital. We continue to focus on achieving our long-term goal of increasing mortality and morbidity margins. Growth in this source of earnings component could be driven by a number of factors, including, but not limited to, pricing actions on our life and group products and acquiring blocks of mortality/morbidity business. The following table presents the sources of earnings components of income (loss) from operations, before income taxes, excluding Other Operations: Investment spread (1) Mortality/morbidity (2) Fees on AUM (3) VA riders (4) Total For the Years Ended December 31, 2016 2017 2018 26.4% 26.7% 41.4% 5.5% 100.0% 31.0% 24.3% 40.1% 4.6% 100.0% 32.0% 23.0% 38.8% 6.2% 100.0% (1) Investment spread earnings consist primarily of net investment income, net of interest credited, earned on the underlying general account investments supporting our fixed products less related expenses. (2) Mortality/morbidity earnings result from mortality margins, morbidity margins, and certain expense assessments and related fees that are a function of the rates priced into the product and level of business in force. (3) Fees on assets under management (“AUM”) earnings consist primarily of asset-based fees charged on variable account values less associated benefits and related expenses. (4) Variable annuity (“VA”) riders’ earnings consist of fees charged to the contract holder related to guaranteed benefit rider features, less the net valuation premium and associated change in benefit reserves and related expenses. See Note 21 for additional information on income (loss) from operations by segment. Interest Rate Risk Because the profitability of our business depends in part on interest rate spreads, interest rate fluctuations could negatively affect our profitability. Changes in interest rates may impact both our profitability from spread businesses and our return on invested capital. Thus, low interest rates negatively impact margins while rapidly rising interest rates can result in increased surrenders. Gradually rising interest rates are likely to be beneficial to our profitability. Some of our products, principally our fixed annuities and UL, including IUL and linked-benefit UL, have interest rate guarantees that expose us to the risk that changes in interest rates or prolonged low interest rates will reduce our spread, or the difference between the interest that we are required to credit to contracts and the yields that we are able to earn on our general account investments supporting our obligations under the contracts. Although we have been proactive in our investment strategies, product designs, crediting rate strategies and overall asset-liability practices to mitigate the risk of unfavorable consequences in this type of environment, declines in our spread, or instances where the returns on our general account investments are not enough to support the interest rate guarantees on these products, could have an adverse effect on some of our businesses or results of operations. We have provided disclosures around interest rate spreads and interest rate risk in “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads 39 to decrease and changes in interest rates may also result in increased contract withdrawals” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk.” Variable Annuity Hedge Program Performance We offer variable annuity products with living benefit guarantees. As described below in “Critical Accounting Policies and Estimates – Derivatives – GLB,” we use derivative instruments to hedge our exposure to the risks and earnings volatility that result from the guaranteed living benefit (“GLB”) embedded derivatives and benefit ratio unlocking in certain of our variable annuity products. The income statement effect due to the change in fair value of these instruments tends to move in the opposite direction of the change in embedded derivative reserves and benefit ratio unlocking. We also use derivative instruments to hedge the income statement effect in the opposite direction of the GLB benefit ratio unlocking for movements in equity markets. These results are excluded from the Annuities and Retirement Plan Services segments’ operating revenues and income (loss) from operations (see Note 21). See “Realized Gain (Loss) and Benefit Ratio Unlocking – Variable Annuity Net Derivatives Results” below for information on our methodology for calculating the non-performance risk (“NPR”), which affects the discount rate used in the calculation of the GLB embedded derivative reserves. We also offer variable annuity products with death benefit guarantees. As described below in “Critical Accounting Policies and Estimates – Future Contract Benefits and Other Contract Holder Obligations – GDB,” we use derivative instruments to hedge the income statement effect of the guaranteed death benefit (“GDB”) benefit ratio unlocking for movements in equity markets. These results are excluded from income (loss) from operations (see Note 21). The costs of derivative instruments that we use to hedge these variable annuity products may increase as a result of a low interest rate environment. Earnings from Account Values The Annuities and Retirement Plan Services segments are the most sensitive to the equity markets, as well as, to a lesser extent, our Life Insurance segment. We discuss the earnings effect of the equity markets on account values and the related asset-based earnings below in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Equity Market Risk – Effect of Equity Market Sensitivity.” Effective Tax Rates Resulting from the Tax Act As a result of the Tax Cuts and Jobs Act (the “Tax Act”), we remeasured our existing deferred tax balances using the 21% marginal corporate income tax rate and recognized a $1.3 billion benefit in federal income tax expense (benefit) on our Consolidated Statements of Comprehensive Income (Loss) in 2017, as we were in a net deferred tax liability position. For the year ended December 31, 2018, our net income benefited from the lower corporate income tax rate, and we estimate the following effective tax rates over the near term: 15%- 17% for our consolidated operations, 14%-16% for Annuities, 15%-17% for Retirement Plan Services, 19%-21% for Life Insurance and 21% for Group Protection. Issues and Outlook Going into 2019, significant issues include: • Ongoing actions by government and regulatory authorities to introduce regulations or change existing regulations or guidance and any implementation of such actions, in a manner that could have a significant effect on our capital, earnings and/or business models; • Evolving market trends that have impacted sales of our various products; • Volatility in the capital markets that could include changes in equity markets and interest rates and/or adverse credit market conditions; and Successful integration of any acquired businesses, including driving expense synergies. • In the face of these issues, we expect to focus on the following: • Continuing to make investments in our businesses, primarily in technology/digitization (including integrating and consolidating systems and processes), product innovation and distribution, to grow revenues, drive margin expansion and reduce costs; • Utilizing our product development and distribution resources to help us respond to evolving trends and regulatory changes and to shift our new business mix to focus on products in line with our long-term growth strategies; • Closely monitoring ongoing activities in the legal and regulatory environment and taking an active role in the legislative and/or regulatory process; • Closely monitoring our capital and liquidity positions taking into account changing economic conditions and monetary policy, ongoing regulatory activities regarding statutory reserves, including the continued adoption of principles-based reserving, and captive structures, and our capital deployment strategy; • Continuing to explore additional financing strategies addressing the statutory reserve strain related to our term products and UL products containing secondary guarantees in order to manage our capital position effectively; • Maintaining the flexibility to adjust the risk profile of assets within our investment portfolio; and • Managing our expenses aggressively through our strategic digitization initiative and expense synergies of acquired businesses combined with continued financial discipline and execution excellence throughout our operations. 40 Critical Accounting Policies and Estimates We have identified the accounting policies below as critical to the understanding of our results of operations and our financial condition. In applying these critical accounting policies in preparing our financial statements, management must use critical assumptions, estimates and judgments concerning future results or other developments, including the likelihood, timing or amount of one or more future events. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our assumptions, estimates and judgments based upon historical experience and various other information that we believe to be reasonable under the circumstances. For a detailed discussion of other significant accounting policies, see Note 1. DAC, VOBA, DSI and DFEL 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 DAC, VOBA, DSI and DFEL affect the Annuities, Retirement Plan Services, Life Insurance and Group Protection segments. Deferrals Qualifying deferrable acquisition expenses are recorded as an asset on our Consolidated Balance Sheets as DAC for products we sold during a period or VOBA for books of business we acquired during a period. In addition, we defer costs associated with DSI and revenues associated with DFEL. DSI increases interest credited and reduces income when amortized. DFEL is a liability included within other contract holder funds on our Consolidated Balance Sheets, and when amortized, increases fee income on our Consolidated Statements of Comprehensive Income (Loss). We incur certain costs that can be capitalized in the acquisition of insurance contracts. Only those costs incurred that result directly from and are essential to the successful acquisition of new or renewal insurance contracts may be capitalized as deferrable acquisition costs. This determination of deferability must be made on a contract-level basis. Some examples of acquisition costs that are subject to deferral include the following: • Employee, agent or broker commissions; • Wholesaler production bonuses; • Renewal commissions and bonuses to agents or brokers; • Medical and inspection fees; • Premium-related taxes and assessments; and • A portion of the salaries and benefits of certain employees involved in the underwriting, contract issuance and processing, medical and inspection and sales force contract selling functions. All other acquisition-related costs, including costs incurred by the insurer for soliciting potential customers, market research, training, administration, management of distribution and underwriting functions, unsuccessful acquisition or renewal efforts and product development, are considered non-deferrable acquisition costs and must be expensed in the period incurred. In addition, the following indirect costs are considered non-deferrable acquisition costs and must be charged to expense in the period incurred: • Administrative costs; • Rent; • Depreciation; • Occupancy costs; • Equipment costs (including data processing equipment dedicated to acquiring insurance contracts); • Trail commissions; and • Other general overhead. 41 Our DAC, VOBA, DSI and DFEL balances (in millions) by business segment as of December 31, 2018, were as follows: Retirement Plan Services Life Insurance Annuities DAC and VOBA Gross Unrealized gain (loss) Carrying value DSI Gross Unrealized gain (loss) Carrying value DFEL Gross Unrealized (gain) loss Carrying value $ $ $ $ $ $ 3,643 $ 17 3,660 $ 244 $ (1) 243 $ 7,054 (903) 6,151 207 $ - 207 $ 11 $ - 11 $ 30 - 30 279 $ - 279 $ - $ - - $ 2,967 (477) 2,490 Group Protection Total $ $ $ $ $ $ 210 - 210 - - - - - - $ $ $ $ $ $ 11,151 (887) 10,264 248 - 248 3,246 (477) 2,769 Fixed maturity available-for-sale (“AFS”) securities and certain derivatives are stated at fair value with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”), net of associated DAC, VOBA, DSI, future contract benefits, other contract holder funds and deferred income taxes. The unrealized balances in the table above represent the DAC, VOBA, DSI and DFEL balances for these effects of unrealized gains and losses on fixed maturity AFS securities and certain derivatives. Amortization DAC for variable annuity and deferred fixed annuity contracts and UL and VUL policies is amortized over the lives of the contracts in relation to the incidence of EGPs derived from the contracts. Certain broker commissions or broker-dealer expenses that vary with and are related to sales of mutual fund products, respectively, are expensed as incurred rather than deferred and amortized. For our traditional products, we amortize deferrable acquisition costs either on a straight-line basis or as a level percent of premium of the related contracts, depending on the block of business. EGPs vary based on a number of sources including policy persistency, mortality, fee income, investment margins, expense margins and realized gains and losses on investments, including assumptions about the expected level of credit-related losses. Each of these sources of 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 cost of insurance charges and reinsurance premiums. The level of separate account assets under management is driven by changes in the financial markets (equity and bond markets, hereafter 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 and the levels assumed in calculating EGPs. We generally amortize DAC, VOBA, DSI and DFEL in proportion to our EGPs for interest-sensitive products. When actual gross profits are higher in the period than EGPs, we recognize more amortization than planned. When actual gross profits are lower in the period than EGPs, we recognize less amortization than planned. In a calendar year where the gross profits for a certain group of policies, or “cohorts,” are negative, our actuarial process limits, or floors, the amortization expense offset to zero. For a discussion of the periods over which we amortize our DAC, VOBA, DSI and DFEL see “DAC, VOBA, DSI and DFEL” in Note 1. Unlocking As discussed and defined in “DAC, VOBA, DSI and DFEL” in Note 1, we conduct our annual comprehensive review of the assumptions and projection models underlying the amortization of DAC, VOBA, DSI, DFEL, embedded derivatives and reserves for life insurance and annuity products in the third quarter of each year. We may have unlocking in other quarters as we become aware of information that warrants updating assumptions outside of our annual comprehensive review. 42 For illustrative purposes, the following generally presents the hypothetical effects to net income (loss) attributable to changes in certain assumptions from those our model projections assume, assuming all other factors remain constant: Change in Assumption Higher equity markets Hypothetical Effect to Net Income (Loss) Favorable Description of Expected Effect Increase to fee income and decrease to changes in reserves. Lower equity markets Unfavorable Decrease to fee income and increase to changes in reserves. Higher investment margins Favorable Increase to interest rate spread on our fixed product line, including fixed portion of variable. Lower investment margins Unfavorable Decrease to interest rate spread on our fixed product line, including fixed portion of variable. Higher lapses Unfavorable Decrease to fee income, partially offset by decrease to benefits due to shorter contract life. Lower lapses Favorable Increase to fee income, partially offset by increase to benefits due to longer contract life. Unfavorable mortality Unfavorable Decrease to fee income and increase to changes in reserves due to shorter contract life. Favorable mortality Favorable Increase to fee income and decrease to changes in reserves due to longer contract life. Details underlying the effect to net income (loss) from unlocking (in millions) were as follows: Income (loss) from operations: Annuities Retirement Plan Services Life Insurance Excluded realized gain (loss) Net income (loss) Unlocking was driven primarily by the following: 2018 For the Years Ended December 31, 2016 2017 2018 $ $ $ 13 (2) (20) 8 (1) $ $ 15 (1) (16) (20) (22) $ (10) (2) 14 48 50 • For Annuities, favorable unlocking was driven by updates to our capital markets and policyholder behavior assumptions and other items, partially offset by unfavorable updates to our interest rate assumptions. • For Retirement Plan Services, unfavorable unlocking was driven by updates to our interest rate and maintenance expense assumptions, partially offset by favorable updates to our policyholder behavior assumptions and other items. • For Life Insurance, unfavorable unlocking was driven by updates to our mortality margin and reinsurance assumptions and other items, partially offset by favorable updates to our investment allocation and performance, morbidity and policyholder behavior assumptions. • For excluded realized gain (loss), favorable unlocking was driven by updates to our policyholder behavior and capital markets assumptions and other items, partially offset by unfavorable updates to our separate account fees assumptions. 2017 • For Annuities, favorable unlocking was driven by updates to our policyholder behavior and separate account fees assumptions and other items, partially offset by unfavorable updates to our interest rate assumptions. • For Retirement Plan Services, unfavorable unlocking was driven by updates to our interest rate and separate account fees assumptions, partially offset by favorable updates to our maintenance expense assumptions and other items. • For Life Insurance, unfavorable unlocking was driven by updates to our mortality margin and interest rate assumptions, partially offset by favorable updates to our policyholder behavior, morbidity and maintenance expense assumptions and other items. • For excluded realized gain (loss), unfavorable unlocking was driven by updates to our separate account fees and capital markets assumptions and other items. 43 2016 • For Annuities, unfavorable unlocking was driven by updates to our capital markets and interest rate assumptions and other items, partially offset by favorable updates to our policyholder behavior assumptions. • For Retirement Plan Services, unfavorable unlocking was driven by updates to our policyholder behavior, capital markets and interest rate assumptions, partially offset by favorable updates to other items. • For Life Insurance, favorable unlocking was driven by updates to certain in-force policy charges, expense assumptions and other items, partially offset by unfavorable updates to our interest rate and mortality assumptions. • For excluded realized gain (loss), favorable unlocking was driven by updates to our policyholder behavior and capital markets assumptions, partially offset by unfavorable updates to other items. Reversion to the Mean Because returns within the variable sub-accounts (“variable funds”) have a significant effect on the value of variable annuity and VUL products and the fees earned on these accounts, EGPs could increase or decrease with movements in variable fund returns; therefore, significant and sustained changes in variable funds have had and could in the future have an effect on DAC, VOBA, DSI and DFEL amortization for our variable annuity, annuity-based 401(k) and VUL businesses. As variable fund returns do not move in a systematic manner, we reset the baseline of account values from which EGPs are projected, which we refer to as our reversion to the mean (“RTM”) process. Under our RTM process, on each valuation date, future EGPs are projected using stochastic modeling of a large number of market scenarios in conjunction with best estimates of lapse rates, interest rate spreads and mortality to develop a statistical distribution of the present value of future EGPs for our variable annuity, annuity-based 401(k) and VUL blocks of business. Because variable fund returns are unpredictable, the underlying premise of this process is that best estimate projections of future EGPs need not be affected by random short-term and insignificant deviations from expectations in variable fund returns. However, long-term or significant deviations from expected variable fund returns require a change to best estimate projections of EGPs and unlocking of DAC, VOBA, DSI, DFEL and changes in future contract benefits. The statistical distribution is designed to identify when the deviations from expected returns have become significant enough to warrant a change of the future variable fund growth rate assumption. The stochastic modeling performed for our variable annuity blocks of business as described above is used to develop a range of reasonably possible future EGPs. We compare the range of the present value of the future EGPs from the stochastic modeling to that used in our amortization model. A set of intervals around the mean of these scenarios is utilized to calculate two separate statistical ranges of reasonably possible EGPs. These intervals are then compared to the present value of the EGPs used in the amortization model. If the present value of EGPs utilized for amortization were to exceed the reasonable range of statistically calculated EGPs, a revision of the EGPs used to calculate amortization would be considered. 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 long-term variable fund growth rate assumption such that the re-projected EGPs would be our best estimate of EGPs. Our practice is not necessarily to unlock immediately after exceeding the first of the two statistical ranges, but, rather, if we stay between the first and second statistical range for several quarters, we would likely unlock. Additionally, if we exceed the ranges as a result of a short-term market reaction, 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, VOBA, DSI and DFEL due to short-term fluctuations, significant changes in variable fund returns that extend beyond one or two quarters could result in a significant favorable or unfavorable unlocking. Notwithstanding these intervals, if a severe decline or increase in variable fund values were to occur or should other circumstances suggest that the present value of future EGPs no longer represents our best estimate, we could determine that a revision of the EGPs is necessary. Our long-term variable fund growth rate assumption, which is used in the determination of DAC, VOBA, DSI and DFEL amortization for the variable component of our variable annuity and VUL products, is an immediate increase of approximately 1% followed by growth going forward of 6.5% to 8.25% depending on the block of business and reflecting differences in contract holder fund allocations between fixed-income and equity-type investments. If we had unlocked our RTM assumption as of December 31, 2018, we would have recorded an unfavorable unlocking of approximately $25 million, pre-tax, for Annuities and a favorable unlocking of approximately $70 million, pre-tax, for Life Insurance and approximately $10 million, pre-tax, for Retirement Plan Services. Investments Invested assets are an integral part of our operations, and we invest in fixed maturity securities that are primarily classified as available-for- sale and carried at fair value with the difference from amortized cost included in stockholders’ equity as a component of AOCI. We also invest in equity securities that are carried at fair value with changes in fair value recognized in realized gain (loss). See “Consolidated Investments” below for more information. Investment Valuation Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset or NPR, which would include our own credit risk. Our estimate of an exchange 44 price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as opposed to the price that would be paid to acquire the asset or receive a liability (“entry price”). We categorize our financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique. The three-level hierarchy for fair value measurement is defined in Note 1. The following summarizes our investments on our Consolidated Balance Sheets carried at fair value by pricing source and fair value hierarchy level (in millions) as of December 31, 2018: Quoted Prices in Active Markets for Significant Significant Identical Observable Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Priced by third-party pricing services Priced by independent broker quotations Priced by matrices Priced by other methods (1) Total Percent of total $ $ 675 $ - - - 675 $ 79,912 $ - 12,362 - 92,274 $ 1% 95% 4% 100% Total Fair Value 80,587 1,641 12,362 2,580 97,170 - $ 1,641 - 2,580 4,221 $ (1) Represents primarily securities for which pricing models were used to compute fair value. For the categories and associated fair value of our fixed maturity AFS securities classified within Level 3 of the fair value hierarchy as of December 31, 2018 and 2017, see Notes 1 and 20. Our investments are valued using the appropriate market inputs based on the investment type, and include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. In addition, market indicators and industry and economic events are monitored, and further market data is acquired if certain triggers are met. We incorporate the issuer’s credit rating and a risk premium, if warranted, given the issuer’s industry and the security’s time to maturity. We use an internationally recognized pricing service as our primary pricing source, and we do not adjust prices received from third parties or obtain multiple prices when measuring the fair value of our investments. We generally use prices from the pricing service rather than broker quotes because we have documentation from the pricing service on the observable market inputs they use, as compared to the limited information on the pricing inputs from broker quotes. For private placement securities, we use pricing matrices that utilize observable pricing inputs of similar public securities and Treasury yields as inputs to the fair value measurement. It is possible that different valuation techniques and models, other than those described above, could produce materially different estimates of fair value. When the volume and level of activity for an asset or liability has significantly decreased in relation to normal market activity for the asset or liability, we believe that the market is not active. Activities that may indicate a market is not active include fewer recent transactions in the market, price quotations that lack current information and/or vary substantially over time or among market makers, limited public information, uncorrelated indexes with recent fair values of assets and abnormally wide bid-ask spread. As of December 31, 2018, we evaluated the markets that our securities trade in and concluded that none were inactive. We will continue to re-evaluate this conclusion, as needed, based on market conditions. We use unobservable inputs to measure the fair value of securities trading in less liquid or illiquid markets with limited or no pricing information. We obtain broker quotes for securities such as synthetic convertibles, index-linked certificates of deposit and collateralized debt obligations (“CDOs”) when sufficient security structure or other market information is not available to produce an evaluation. For broker-quoted only securities, non-binding quotes from market makers or broker-dealers are obtained from sources recognized as market participants. Broker-quoted securities are based solely on receipt of updated quotes from a single market maker or a broker-dealer recognized as a market participant. Our broker-quoted only securities are generally classified as Level 3 of the fair value hierarchy. As of December 31, 2018, we used broker quotes for 38 securities as our final price source, representing less than 1% of total securities owned. In order to validate the pricing information and broker quotes, we employ, where possible, procedures that include comparisons with similar observable positions, comparisons with subsequent sales and observations of general market movements for those security classes. Our primary third-party pricing service has policies and processes to ensure that it is using objectively verifiable observable market data. The pricing service regularly reviews the evaluation inputs for securities covered, including broker quotes, executed trades and credit information, as applicable. If the pricing service determines it does not have sufficient objectively verifiable information about a security’s valuation, it discontinues providing a valuation for the security. The pricing service regularly publishes and updates a summary of inputs used in its valuations by major security type. In addition, we have policies and procedures in place to review the process that is utilized by the third-party pricing service and the output that is provided to us by the pricing service. On a periodic basis, we test the pricing for a sample of securities to evaluate the inputs and assumptions used by the pricing service, and we perform a comparison of the pricing 45 service output to an alternative pricing source. In addition, we check prices provided by our primary pricing service to ensure that they are not stale or unreasonable by reviewing the prices for unusual changes from period to period based on certain parameters or for lack of change from one period to the next. If such anomalies in the pricing are observed, we may use pricing information from another pricing source. Valuation of Alternative Investments Recognition of investment income on alternative investments is delayed due to the availability of the related financial statements, which are generally obtained from the partnerships’ general partners, as our venture capital, real estate and oil and gas portfolios are generally reported to us on a three-month delay, and our hedge funds are reported to us on a one-month delay. In addition, the effect of annual audit adjustments related to completion of calendar-year financial statement audits of the investees are typically received during the first or second quarter of each calendar year. Accordingly, our investment income from alternative investments for any calendar year period may not include the complete effect of the change in the underlying net assets for the partnership for that calendar year period. Recorded audit adjustments affect our investment income on alternative investments in the period that the adjustments are recorded. Write-Downs for OTTI and Valuation Allowances We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be other-than-temporary. For additional details, see “Consolidated Investments” below and Notes 1 and 5. For certain securitized fixed maturity securities with contractual cash flows, including asset-backed securities (“ABS”), we use our best estimate of cash flows for the life of the security to determine whether there is an other-than-temporary impairment (“OTTI”) of the security. In addition, we review for other indicators of impairment as required by the Investments – Debt and Equity Securities Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”). As the discussion in Notes 1 and 5 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 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 as described in “Investment Valuation.” We continually monitor developments and update underlying assumptions and financial models based upon new information. Write-downs and valuation allowances on commercial mortgage loans, real estate and other investments are established when the underlying value of the property is deemed to be less than the carrying value. All commercial mortgage loans that are impaired have an established valuation allowance. Changing economic conditions affect our valuation of commercial 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) a valuation allowance. In addition, we continue to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of emphasis include properties that have deteriorating credits or have experienced debt-service coverage and/or loan-to-value reduction. Where warranted, we have established or increased our valuation allowance based upon this analysis. We have also established a valuation allowance on our residential mortgage loan portfolio that includes a specific valuation allowance for loans that are deemed to be impaired as well as a general valuation allowance for pools of loans with similar risk characteristics where a property risk or market specific risk has not been identified but for which we anticipate a loss has occurred. The general valuation allowance on our residential mortgage loan portfolio is based on loss history adjusted for current conditions. Derivatives We maintain an overall risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate risk, foreign currency exchange risk, equity market risk, default risk, basis risk and credit risk. Assessing the effectiveness of these hedging programs and evaluating the carrying values of the related derivatives often involve a variety of assumptions and estimates. Our accounting policies for derivatives and the potential effect on interest spreads in a falling rate environment are discussed in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” Notes 1 and 6. We carry our derivative instruments at fair value, which we determine through valuation techniques or models that use market data inputs or independent broker quotations. The fair values fluctuate from period to period due to the volatility of the valuation inputs, including but not limited to swap interest rates, interest and equity volatility and equity index levels, foreign currency forward and spot rates, credit spreads and correlations, some of which are significantly affected by economic conditions. The effect to revenue is reported in realized gain (loss) and such amount along with the associated federal income taxes is excluded from income (loss) from operations of our segments. Certain of our variable annuity contracts reported within future contract benefits contain embedded derivatives that are carried at fair value on a recurring basis and are all classified as Level 3 of the fair value hierarchy, including our GLB reserves embedded derivatives, a portion of which may be reported in either other assets or other liabilities. These embedded derivatives are valued based on a stochastic 46 projection of scenarios of the embedded derivative cash flows. The scenario assumptions, at each valuation date, are those we view to be appropriate for a hypothetical market participant and include assumptions for capital markets, actuarial lapse, benefit utilization, mortality, risk margin, administrative expenses and a margin for profit. In addition, an NPR component is determined at each valuation date that reflects our risk of not fulfilling the obligations of the underlying liability. The spread for the NPR is added to the discount rates used in determining the fair value from the net cash flows. We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop, we will continue to reassess our assumptions. It is possible that different valuation techniques and assumptions could produce a materially different estimate of fair value. Changes in the fair value of these embedded derivatives result primarily from changes in market conditions. For more information, see Notes 1 and 20. GLB We have a dynamic hedging strategy designed to mitigate selected risk and income statement volatility caused by changes in the equity markets, interest rates and market-implied volatilities associated with the Lincoln SmartSecurity® Advantage guaranteed withdrawal benefit (“GWB”) feature and our i4LIFE® Advantage and 4LATER® Advantage guaranteed income benefit (“GIB”) features that are available in our variable annuity products. We have certain GLB variable annuity products with GWB and GIB features that are embedded derivatives. Certain features of these guarantees, notably our GIB, 4LATER®, Lincoln Lifetime IncomeSM Advantage and Lincoln Market SelectSM Advantage features, have elements of both insurance benefits accounted for under the Financial Services – Insurance – Claim Costs and Liabilities for Future Policy Benefits Subtopic of the FASB ASC (“benefit reserves”) and embedded derivative reserves. We calculate the value of the embedded derivative reserve and the benefit reserve based on the specific characteristics of each GLB feature. In addition to mitigating selected risk and income statement volatility, the hedge program is also focused on a long-term goal of accumulating assets that could be used to pay claims under these benefits. Changes in the value of the hedge contracts hedge the income statement effect of changes in GLB embedded derivative reserves and benefit reserves. This dynamic hedging strategy utilizes options and total return swaps on U.S.-based equity indices, and futures on U.S.- based and international equity indices, as well as interest rate futures, interest rate swaps and currency futures. 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 GLB embedded derivative reserves and GLB benefit reserves caused by changes in equity markets, as well as the change in GLB embedded derivative reserves caused by changes in interest rates and implied volatilities. See “Realized Gain (Loss) and Benefit Ratio Unlocking – Variable Annuity Net Derivatives Results” below for information on how we determine our NPR. As part of our current hedging program, equity market, interest rate and market-implied volatility conditions are monitored on a daily basis. We rebalance our hedge positions based upon changes in these factors as needed. While we actively manage our hedge positions, these positions may not completely offset changes in the fair value of embedded derivative reserves and benefit reserves caused by movements in these factors due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets, interest rates and market-implied volatilities, realized market volatility, contract holder 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. Within our individual annuity business, 64% and 65% of our variable annuity account values contained GLB features as of December 31, 2018 and 2017, respectively. Underperforming equity markets increase our exposure to potential benefits with the GLB features. A contract with a GLB feature is “in the money” if the contract holder’s account balance falls below the present value of guaranteed withdrawal or income benefits, assuming no lapses. As of December 31, 2018 and 2017, 27% and 5%, respectively, of all in-force contracts with a GLB feature were “in the money,” and our exposure, after reinsurance, as of December 31, 2018 and 2017, was $1.3 billion and $342 million, respectively. However, the only way the contract holder can realize the excess of the present value of benefits over the account value of the contract is through a series of withdrawals or income payments that do not exceed a maximum amount. If, after the series of withdrawals or income payments, the account value is exhausted, the contract holder will continue to receive a series of annuity payments. The account value can also fluctuate with equity market returns on a daily basis resulting in increases or decreases in the excess of the present value of benefits over account value. As a result of these factors, the ultimate amount to be paid by us related to GLB guarantees is uncertain and could be significantly more or less than $1.3 billion, net of reinsurance. Our fair value estimates of the GLB embedded derivatives, which are based on detailed models of future cash flows under a wide range of market-consistent scenarios, reflect a more comprehensive view of the related factors and represent our best estimate of the present value of these potential liabilities. The market-consistent scenarios used in the determination of the fair value of the GLB embedded derivatives are similar to those used by an investment bank to value derivatives for which the pricing is not transparent and the aftermarket is nonexistent or illiquid. We use risk-neutral Monte Carlo simulations in our calculation to value the entire block of guarantees, which involve 100 unique scenarios per policy or approximately 49 million scenarios. The market-consistent scenario assumptions, at each valuation date, are those we view to be appropriate for a hypothetical market participant. The market-consistent inputs include, but are not limited to, assumptions for capital markets (e.g., implied volatilities, correlation among indices, risk-free swap curve, etc.), policyholder behavior (e.g., policy lapse, rider utilization, etc.), mortality, risk margins, maintenance expenses and a margin for profit. We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop, we will continue to reassess our assumptions. It is possible that different valuation techniques and assumptions could produce a materially different estimate of fair value. For information on our variable annuity 47 hedge program performance, see our discussion in “Realized Gain (Loss) and Benefit Ratio Unlocking – Variable Annuity Net Derivatives Results” below. The following table presents our estimates of the potential instantaneous effect to net income (loss) that could result from sudden changes that may occur in equity markets, interest rates and implied market volatilities (in millions) at the levels indicated in the table and excludes the net cost of operating the hedging program. The amounts represent the estimated difference between the change in the portion of GLB reserves that is calculated on a fair value basis and the change in the value of the underlying hedge instruments after the amortization of DAC, VOBA, DSI and DFEL and taxes. These effects do not include any estimate of unlocking that could occur, nor do they estimate any change in the NPR component of the GLB reserve or any estimate of effects to our GLB benefit ratio unlocking. These estimates are based upon the recorded reserves as of December 31, 2018, and the related hedge instruments in place as of that date. The effects presented in the table below are not representative of the aggregate impacts that could result if a combination of such changes to equity market returns, interest rates and implied volatilities occurred. Equity Market Return Hypothetical effect to net income Interest Rates Hypothetical effect to net income Implied Volatilities Hypothetical effect to net income -20% In-Force Sensitivities -10% -5% 5% (86) $ (28) $ (10) $ 3 -50 bps -25 bps +25 bps +50 bps (21) $ (6) $ (2) $ (12) -4% -2% 2% 4% (6) $ (2) $ 1 $ 1 $ $ $ The following table shows the effect (dollars in millions) of indicated changes in instantaneous shifts in equity market returns, interest rate scenarios and market-implied volatilities: Scenario 1 Scenario 2 Scenario 3 Equity Market Return Assumptions of Changes In Interest Rate Yields -12.5 bps -25.0 bps -50.0 bps Market Implied Volatilities +1% +2% +4% -5% -10% -20% Net Income $ (17) (53) (195) The actual effects of the results illustrated in the two tables above could vary significantly depending on a variety of factors, many of which are out of our control, and consideration should be given to the following: • The analysis is only valid as of December 31, 2018, due to changing market conditions, contract holder activity, hedge positions and other factors; • The analysis assumes instantaneous shifts in the capital market factors and no ability to rebalance hedge positions prior to the market changes; • The analysis assumes constant exchange rates and implied dividend yields; • Assumptions regarding shifts in the market factors, such as assuming parallel shifts in interest rate and implied volatility term • structures, may be overly simplistic and not indicative of actual market behavior in stress scenarios; It is very unlikely that one capital market sector (e.g., equity markets) will sustain such a large instantaneous movement without affecting other capital market sectors; and • The analysis assumes that there is no tracking or basis risk between the funds and/or indices affecting the GLB reserves and the instruments utilized to hedge these exposures. Standard & Poor’s 500 Index® Benefits Our indexed annuity and IUL contracts permit the holder to elect a fixed interest rate return or a return where interest credited to the contracts is linked to the performance of the Standard & Poor’s (“S&P”) 500 Index® (“S&P 500”). Contract holders may elect to rebalance among the various accounts within the product at renewal dates, either annually or biannually. At the end of each 1-year or 2- year indexed term, we have the opportunity to re-price the indexed component by establishing different participation rates, caps, spreads or specified rates, subject to contractual guarantees. We purchase S&P 500 options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. The mark-to-market of the options held generally offsets the change in value of the embedded derivative within the indexed annuity, both of which are recorded as a component of realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). The Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the FASB ASC require that we calculate fair values of index options we may purchase in the future to hedge contract holder index allocations in future reset periods. These fair values 48 represent an estimate of the cost of the options we will purchase in the future, discounted back to the date of the balance sheet, using current market indicators of volatility and interest rates. Changes in the fair values of these liabilities are included as a component of realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). For information on our S&P 500 benefits hedging results, see our discussion in “Realized Gain (Loss) and Benefit Ratio Unlocking” below. Future Contract Benefits and Other Contract Holder Obligations Reserves 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. Establishing adequate reserves for our obligations to contract holders 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 contracts. 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 consolidated 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 that we believe to be more representative of the expected experience for these contracts than those required for statutory accounting purposes and from differences in actuarial reserving methods. 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. GDB The reserves related to the GDB features available in our variable annuity products are based on the application of a “benefit ratio” (the present value of total expected benefit payments over the life of the contract divided by the present value of total expected assessments over the life of the contract) to total variable annuity assessments received in the period. The level and direction of the change in reserves will vary over time based on the emergence of the benefit ratio and the level of assessments associated with the variable annuity. We utilize a delta hedging strategy for variable annuity products with a GDB feature, which uses futures on U.S.-based equity market indices to hedge against movements in equity markets. The hedging strategy is designed to hedge our exposure to earnings volatility that results from equity market driven changes in the reserve for GDB contracts. Because the GDB reserves are based upon projected long- term equity market return assumptions, and because the value of the hedging contracts will reflect current capital market conditions, the quarterly changes in values for the GDB reserves and the hedging contracts may not exactly offset each other. For information on our variable annuity hedge program performance, see our discussion in “Realized Gain (Loss) and Benefit Ratio Unlocking – Variable Annuity Net Derivatives Results” below. UL Products with Secondary Guarantees We issue UL contracts where we provide a secondary guarantee to the contract holder. The policy can remain in force, even if the base policy account value is zero, as long as contractual secondary guarantee requirements have been met. The reserves related to UL products with secondary guarantees are based on the application of a benefit ratio the same as our GDB features, which are discussed above. The level and direction of the change in reserves will vary over time based on the emergence of the benefit ratio and the level of assessments associated with the contracts. For more discussion, see “Results of Life Insurance” below. Goodwill and Other Intangible Assets Goodwill and intangible assets with indefinite lives are not amortized, but are reviewed for impairment annually as of October 1 and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Intangibles that do not have indefinite lives are amortized over their estimated useful lives. We perform a quantitative goodwill impairment test where the fair value of the reporting unit is determined and compared to the carrying value of the reporting unit. If the carrying value of the reporting unit exceeds the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value. The results of one test on one reporting unit cannot subsidize the results of another reporting unit. For the purposes of the evaluation of the carrying value of goodwill, our reporting units (Annuities, Retirement Plan Services, Life Insurance and Group Protection) correspond with our reporting segments. 49 The fair values of our reporting units are comprised of the value of in-force (i.e., existing) business and the value of new business. Specifically, new business is representative of cash flows and profitability associated with policies or contracts we expect to issue in the future, reflecting our forecasts of future sales volume and product mix over a 10-year period. To determine the values of in-force and new business, we use a discounted cash flows technique that applies a discount rate reflecting the market expected, weighted-average rate of return adjusted for the risk factors associated with operations to the projected future cash flows for each reporting unit. As of October 1, 2018, we performed our annual quantitative goodwill impairment test for our reporting units, and the fair value was in excess of each reporting unit’s carrying value for Annuities, Retirement Plan Services, Life Insurance and Group Protection. As of October 1, 2017, we performed our annual quantitative goodwill impairment test for our reporting units that resulted in impairment of the Life Insurance reporting unit goodwill of $905 million during the fourth quarter of 2017 driven primarily from the impact of the December 22, 2017, enactment of the Tax Act that increased the carrying value of the Life Insurance reporting unit in excess of its fair value. We apply significant judgment when determining the estimated fair value of our reporting units. Factors that can influence the value of goodwill include the capital markets, competitive landscape, regulatory environment, consumer confidence and any items that can directly or indirectly affect new business future cash flows. Factors that could affect production levels and profitability of new business include mix of new business, pricing changes, customer acceptance of our products and distribution strength. Spread compression and related effects to profitability caused by lower interest rates affect the valuation of in-force business more significantly than the valuation of new business, as new business pricing assumptions reflect the current and anticipated future interest rate environment. Estimates of fair value are inherently uncertain and represent only management’s reasonable expectation regarding future developments. Examples of unfavorable changes to assumptions or factors that could result in future impairment include, but are not limited to, the following: • Lower expectations for future sales levels or future sales profitability; • Higher discount rates on new business assumptions; • Weakened expectations for the ability to execute future reserve financing transactions for life insurance business over the long-term or expectations for significant increases in the associated costs; • Legislative, regulatory or tax changes that affect the cost of, or demand for, our subsidiaries’ products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business, including changes to statutory reserve requirements or changes to risk-based capital (“RBC”) requirements; and • Valuations of significant mergers or acquisitions of companies or blocks of business that would provide relevant market-based inputs for our impairment assessment that could support less favorable conclusions regarding the estimated fair value of our reporting units. Refer to Note 10 for goodwill and specifically identifiable intangible assets by segment. Income Taxes Management uses certain assumptions and estimates in determining the income taxes payable or refundable for the current year, the deferred income tax liabilities and assets for items recognized differently in its financial statements from amounts shown on its income tax returns and the federal income tax expense. Determining these amounts requires analysis and interpretation of current tax laws and regulations. Management exercises considerable judgment in evaluating the amount and timing of recognition of the resulting income tax liabilities and assets. These judgments and estimates are re-evaluated on a continual basis as regulatory and business factors change. Legislative changes to the Internal Revenue Code of 1986, as amended, modifications or new regulations, administrative rulings, or court decisions could increase or decrease our effective tax rate. The application of GAAP requires us to evaluate the recoverability of our deferred tax assets and establish a valuation allowance, if necessary, to reduce our deferred tax asset to an amount that is more likely than not to be realizable. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of existing temporary differences; the length of time carryovers can be utilized; and any tax planning strategies we would employ to avoid a tax benefit from expiring unused. Although realization is not assured, management believes it is more likely than not that the deferred tax assets, including our net operating loss deferred tax asset, will be realized. For additional information on our income taxes, see Note 7. For information about acquisitions and divestitures, see Note 3. Acquisitions and Dispositions 50 Details underlying the consolidated results, deposits, net flows and account values (in millions) were as follows: RESULTS OF CONSOLIDATED OPERATIONS Net Income (Loss) Income (loss) from operations: Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Excluded realized gain (loss), after-tax Gain (loss) on early extinguishment of debt, after-tax Income (loss) from reserve changes (net of related amortization) on business sold through reinsurance, after-tax Benefit ratio unlocking, after-tax Net impact from the Tax Cuts and Jobs Act Impairment of intangibles, after-tax Acquisition and integration costs related to mergers and acquisitions, after-tax Net income (loss) Deposits Annuities Retirement Plan Services Life Insurance Total deposits Net Flows Annuities (1) Retirement Plan Services (1) Life Insurance Total net flows (1) For the Years Ended December 31, 2016 2017 2018 $ $ $ $ $ $ $ 1,102 171 645 187 (225) (37) (18) - (136) 19 - $ 1,074 149 536 103 (108) (218) (3) - 129 1,322 (905) 935 127 515 65 (102) (337) (41) 2 28 - - (67) 1,641 $ - 2,079 $ - 1,192 For the Years Ended December 31, 2016 2017 2018 12,363 10,068 6,438 28,869 $ $ 8,710 8,563 6,317 23,590 $ $ 8,214 7,657 5,768 21,639 (139) $ 2,546 4,679 7,086 $ (2,707) $ 1,443 4,532 3,268 $ (1,560) 654 4,119 3,213 (1) The prior years have been restated to conform to the current year presentation, which has been modified to be consistent across our business segments. Account Values Annuities Retirement Plan Services Life Insurance Total account values Comparison of 2018 to 2017 As of December 31, 2017 2018 2016 $ $ 121,279 67,055 49,589 237,923 $ $ 137,016 67,369 49,048 253,433 $ $ 124,905 58,434 45,789 229,128 Net income decreased due primarily to the following: • One-time federal income tax benefit in 2017 related to the remeasurement of our net deferred tax liability balance to reflect the new 21% marginal corporate income tax rate as a result of the 2017 Tax Act, partially offset by lower federal income tax expense in 2018 as a result of the Tax Act. • Acquisition and integration costs incurred as part of our acquisition, higher strategic digitization expense and higher loss on early extinguishment of debt. 51 • Lower amortization of deferred gain on business sold through reinsurance in 2018 as a gain was fully amortized during the second • quarter of 2017. Spread compression due to average new money rates trailing our current portfolio yields, partially offset by actions implemented to reduce interest crediting rates. The decrease in net income was partially offset by the following: • Goodwill impairment in our Life Insurance segment during 2017 (see “Critical Accounting Policies and Estimates – Goodwill and Other Intangible Assets” above for more information). • Realized gains as compared to realized losses in 2017. • Growth in average account values, business in force and group earned premiums. • The acquisition of Liberty Life effective May 1, 2018. • The effect of unlocking. Comparison of 2017 to 2016 Net income increased due primarily to the following: • One-time federal income tax benefit in 2017 related to the remeasurement of our net deferred tax liability balance to reflect the new 21% marginal corporate income tax rate as a result of the Tax Act (see “Introduction – Executive Summary – Significant Operational Matters – Effective Tax Rates Resulting from the Tax Act” above for more information). • Growth in average account values, business in force and group earned premiums. • Lower losses on variable annuity net derivative results in 2017. • Favorable investment income on alternative investments and higher prepayment and bond make-whole premiums. • Legal expenses in 2016 related to certain investments. • Higher realized losses in 2016 driven by asset disposals and an increase in OTTI attributable to individual credit risks within our corporate bond holdings. The increase in net income was partially offset by the following: • Goodwill impairment in our Life Insurance segment during 2017 (see “Critical Accounting Policies and Estimates – Goodwill and Other Intangible Assets” above for more information). • The effect of unlocking. • Lower amortization of deferred gain on business sold through reinsurance. • Higher strategic digitization expense as part of our strategic digitization initiative. • Spread compression due to average new money rates trailing our current portfolio yields, partially offset by actions implemented to reduce interest crediting rates. 52 Income (Loss) from Operations Details underlying the results for Annuities (in millions) were as follows: RESULTS OF ANNUITIES Operating Revenues Insurance premiums (1) Fee income Net investment income Operating realized gain (loss) (2) Amortization of deferred gain on business sold through reinsurance Other revenues (3) Total operating revenues Operating Expenses Interest credited Benefits (1) Commissions and other expenses Total operating expenses Income (loss) from operations before taxes Federal income tax expense (benefit) Income (loss) from operations For the Years Ended December 31, 2016 2017 2018 $ $ 390 2,342 1,005 192 8 446 4,383 587 673 1,838 3,098 1,285 183 1,102 $ $ 475 2,244 1,038 179 - 442 4,378 581 726 1,798 3,105 1,273 199 1,074 $ $ 331 2,068 1,033 178 - 423 4,033 580 597 1,679 2,856 1,177 242 935 (1) Insurance premiums include primarily our income annuities that have a corresponding offset in benefits. Benefits include changes in income annuity reserves driven by premiums. (2) See “Realized Gain (Loss) and Benefit Ratio Unlocking” below. (3) Consists primarily of revenues attributable to broker-dealer services that are subject to market volatility. Comparison of 2018 to 2017 Income from operations for this segment increased due primarily to the following: • Higher fee income driven by higher average daily variable account values, partially offset by the effect of unlocking. • Lower benefits due to the effect of unlocking, partially offset by an increase in the growth in benefit reserves due to equity market performance and costs associated with our hedge program. • Amortization of deferred gain on business sold through reinsurance in 2018 as a result of the annuity reinsurance agreement (see “Additional Information” below). The increase in income from operations was partially offset by the following: • Higher commissions and other expenses due to the effect of unlocking and higher average account values, resulting in higher trail commissions. • Lower net investment income, net of interest credited, driven by lower prepayments and bond make-whole premiums and spread compression due to average new money rates trailing our current portfolio yields. Comparison of 2017 to 2016 Income from operations for this segment increased due primarily to the following: • Higher fee income driven by higher average daily variable account values. • Higher federal income tax benefits driven by one-time and run-rate adjustments primarily associated with our separate account dividends-received deduction. The increase in income from operations was partially offset by the following: • Higher commissions and other expenses due to higher average account values, resulting in higher trail commissions, partially offset by the effect of unlocking. • Higher benefits due to costs associated with our hedge program, partially offset by the effect of unlocking. 53 See “Critical Accounting Policies and Estimates – DAC, VOBA, DSI and DFEL – Unlocking” above for more information about unlocking. Additional Information For the year ended December 31, 2018, the federal income tax expense was primarily impacted by the lower marginal corporate income tax rate and tax law changes to the separate account dividends-received deduction as a result of the Tax Act and other items. For the year ended December 31, 2017, the federal income tax expense was driven by one-time and run-rate adjustments primarily associated with our separate account dividends-received deduction. Effective October 1, 2018, we entered into an agreement with Athene Holding Ltd. (“Athene”) to reinsure approximately $7.7 billion of in-force fixed and fixed indexed annuity products on a modified coinsurance (“Modco”) basis. The capital generated from this transaction was primarily used to fund the December 2018 accelerated share repurchase program of $450 million. We expect an ongoing reduction in income from operations in future periods as a result of this Modco reinsurance transaction. We continue to remain focused on the continued growth of both our fixed and variable annuity business. For additional information on our annuity reinsurance agreement and this accelerated share repurchase program, see Note 9 and “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – (c) Issuer Purchases of Equity Securities,” respectively. New deposits are an important component of net flows and key to our efforts to grow our business. Although deposits do not significantly affect current period income from operations, they can significantly impact future income from operations. As a result of our strategic decision to participate in more segments of the marketplace, we returned to positive net flows during the fourth quarter of 2018. We believe our net flows will continue to remain positive and show continued improvement during 2019 as we continue to focus on our product and distribution expansion. The other component of net flows relates to the retention of the business. An important measure of retention is the reduction in account values caused by full surrenders, deaths and other contract benefits. These outflows as a percentage of average account values were 9%, 9% and 8% in 2018, 2017 and 2016, respectively. Our fixed annuity business includes products with discretionary crediting rates that are reset on an annual basis and are not subject to surrender charges. Our ability to retain annual reset annuities will be subject to current competitive conditions at the time interest rates for these products reset. We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows into or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and the interest rate risk due to falling interest rates, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” and “Effect of Interest Rate Sensitivity” and “Interest Rate Risk on Fixed Insurance Businesses – Falling Rates” in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk.” Fee Income Details underlying fee income, account values and net flows (in millions) were as follows: Fee Income Mortality, expense and other assessments Surrender charges DFEL: Deferrals Amortization, net of interest: For the Years Ended December 31, 2016 2017 2018 $ $ 2,322 30 $ 2,212 30 2,038 31 (39) (37) (38) Amortization, net of interest, excluding unlocking Unlocking Total fee income 31 (2) 2,342 $ 33 6 2,244 $ 30 7 2,068 $ 54 As of or For the Years Ended December 31, 2017 2016 2018 Variable Account Value Information Variable annuity deposits (1) Increases (decreases) in variable annuity account values: Net flows (1)(2) Change in market value (1)(2) Contract holder assessments (1) Transfers to the variable portion of variable annuity products from the fixed portion of variable annuity products Variable annuity account values (1) Average daily variable annuity account values (1) Average daily S&P 500 (3) $ 5,105 $ 4,524 $ 4,456 (4,580) (5,412) (2,484) (4,530) 16,512 (2,378) (3,231) 6,416 (2,232) 2,867 104,737 113,595 2,744 1,822 114,342 109,189 2,448 2,053 102,914 100,636 2,094 (1) Excludes the fixed portion of variable. (2) The prior years have been restated to conform to the current year presentation, which has been modified to be consistent across our business segments. (3) We generally use the S&P 500 index as a benchmark for the performance of our variable account values. The account values of our variable annuity contracts are invested by our policyholders in a variety of investment options including, but not limited to, domestic and international equity securities and fixed income, which do not necessarily align with S&P 500 index performance. See Note 11 for additional information. We charge contract holders mortality and expense assessments on variable annuity accounts to cover insurance and administrative expenses. These assessments are a function of the rates priced into the product and the average daily variable account values. Average daily variable account values are driven by net flows and variable fund returns. Charges on GLB riders are assessed based on a contractual rate that is applied either to the account value or the guaranteed amount. We may collect surrender charges when our fixed and variable annuity contract holders surrender their contracts during the surrender charge period to protect us from premature withdrawals. Fee income includes charges on both our variable and fixed annuity products, but excludes the attributed fees on our GLB riders; see “Realized Gain (Loss) and Benefit Ratio Unlocking – Operating Realized Gain (Loss)” below for discussion of these attributed fees. 55 Net Investment Income and Interest Credited Details underlying net investment income, interest credited, our interest rate spread and account values (in millions) were as follows: Net Investment Income Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses $ 835 $ 841 $ 850 Commercial mortgage loan prepayment and bond For the Years Ended December 31, 2016 2017 2018 make-whole premiums (1) Surplus investments (2) Total net investment income Interest Credited Amount provided to contract holders DSI deferrals Interest credited before DSI amortization DSI amortization: Amortization, excluding unlocking Unlocking Total interest credited 21 149 1,005 600 (43) 557 30 - 587 $ $ $ 45 152 1,038 568 (20) 548 29 4 581 $ $ $ 29 154 1,033 562 (14) 548 30 2 580 $ $ $ (1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information. (2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments. Interest Rate Spread Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses Commercial mortgage loan prepayment and bond make-whole premiums Net investment income yield on reserves Interest rate credited to contract holders Interest rate spread For the Years Ended December 31, 2016 2017 2018 3.88% 3.98% 4.14% 0.10% 3.98% 2.27% 1.71% 0.24% 4.22% 2.34% 1.88% 0.14% 4.28% 2.40% 1.88% 56 As of or For the Years Ended December 31, 2017 2016 2018 Fixed Account Value Information Fixed annuity deposits (1) Increases (decreases) in fixed annuity account values: Net flows (1)(2) Contract holder assessments (1) Transfers from the fixed portion of variable annuity products to the variable portion of variable annuity products Reinvested interest credited (1) Fixed annuity account values (1) Average fixed account values (1) Average invested assets on reserves $ 7,258 $ 4,186 $ 3,758 4,441 (31) 1,823 (31) 1,671 (30) (2,867) 440 16,542 20,591 18,580 (1,822) 878 22,675 22,327 18,315 (2,053) 654 21,991 21,888 17,950 Includes the fixed portion of variable. (1) (2) The prior years have been restated to conform to the current year presentation, which has been modified to be consistent across our business segments. A portion of our investment income earned is credited to the contract holders of our deferred fixed annuity products, including the fixed portion of variable annuity contracts. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our fixed annuity contract holders’ accounts, including the fixed portion of variable annuity contracts. Changes in commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends. Benefits Details underlying benefits (in millions) were as follows: Benefits Net death and other benefits, excluding unlocking Unlocking Total benefits For the Years Ended December 31, 2016 2017 2018 $ $ 699 (26) 673 $ $ 743 (17) 726 $ $ 594 3 597 Benefits for this segment include changes in income annuity reserves driven by premiums, changes in benefit reserves and costs associated with the hedging of our benefit ratio unlocking on benefit reserves associated with our variable annuity GDB and GLB riders. For a corresponding offset of changes in income annuity reserves, see footnote 1 of “Income (Loss) from Operations” above. 57 Commissions and Other Expenses Details underlying commissions and other expenses (in millions) were as follows: Commissions and Other Expenses Commissions: Deferrable Non-deferrable General and administrative expenses Inter-segment reimbursement associated with reserve financing and LOC expenses (1) Taxes, licenses and fees Total expenses incurred, excluding broker-dealer DAC deferrals Total pre-broker-dealer expenses incurred, excluding amortization, net of interest DAC and VOBA amortization, net of interest: Amortization, net of interest, excluding unlocking Unlocking Broker-dealer expenses incurred Total commissions and other expenses $ DAC Deferrals As a percentage of sales/deposits For the Years Ended December 31, 2016 2017 2018 $ $ 505 573 425 $ 349 567 417 4 34 1,541 (578) 4 33 1,370 (411) 357 493 403 4 31 1,288 (409) 963 959 879 403 7 465 1,838 $ 405 (4) 438 1,798 $ 366 17 417 1,679 4.7% 4.7% 5.0% (1) Includes reimbursements to Annuities from the Life Insurance segment for reserve financing, net of expenses incurred by Annuities for its use of letters of credit (“LOCs”). The inter-segment amounts are not reported on our Consolidated Statements of Comprehensive Income (Loss). Commissions and other costs that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized over the lives of the contracts in relation to EGPs. Certain types of commissions, such as trail commissions that are based on account values, are expensed as incurred rather than deferred and amortized. Broker-dealer expenses that vary with and are related to sales are expensed as incurred and not deferred and amortized. Fluctuations in these expenses correspond with fluctuations in other revenues. 58 RESULTS OF RETIREMENT PLAN SERVICES Income (Loss) from Operations Details underlying the results for Retirement Plan Services (in millions) were as follows: Operating Revenues Fee income Net investment income Other revenues (1) Total operating revenues Operating Expenses Interest credited Benefits Commissions and other expenses Total operating expenses Income (loss) from operations before taxes Federal income tax expense (benefit) Income (loss) from operations For the Years Ended December 31, 2016 2017 2018 $ $ $ 256 899 23 1,178 $ 248 899 18 1,165 228 859 16 1,103 555 2 421 978 200 29 171 $ 537 1 423 961 204 55 149 $ 514 1 414 929 174 47 127 (1) Consists primarily of mutual fund account program revenues from mid to large employers. Comparison of 2018 to 2017 Income from operations for this segment increased due primarily to the following: • Lower federal income tax expense due to the change in the marginal corporate income tax rate as a result of the Tax Act. • Higher fee income driven by higher average daily variable account values. The increase in income from operations was partially offset by lower net investment income, net of interest credited, driven by lower prepayment and bond make-whole premiums and spread compression due to average new money rates trailing our current portfolio yields. Comparison of 2017 to 2016 Income from operations for this segment increased due primarily to the following: • Higher fee income driven by higher average daily variable account values. • Higher net investment income, net of interest credited, driven by more favorable investment income on alternative investments within our surplus portfolio and higher prepayment and bond make-whole premiums, partially offset by spread compression due to average new money rates trailing our current portfolio yields. The increase in income from operations was partially offset by higher commissions and other expenses due to higher average account values driving higher trail commissions and higher incentive compensation as a result of production performance. See “Critical Accounting Policies and Estimates – DAC, VOBA, DSI and DFEL – Unlocking” above for information about unlocking. Additional Information Net flows in this business fluctuate based on the timing of larger plans being implemented on our platform and terminating over the course of the year. New deposits are an important component of net flows and key to our efforts to grow our business. Although deposits do not significantly affect current period income from operations, they can significantly impact future income from operations. The other component of net flows relates to the retention of the business. An important measure of retention is the reduction in account values caused primarily by plan sponsor terminations and participant withdrawals. These outflows as a percentage of average account values were 11%, 12% and 13% for 2018, 2017 and 2016, respectively. Our net flows are negatively affected by the continued net outflows from our oldest blocks of annuities business (as presented on our Net Flows By Market table below as “Multi-Fund® and other”), which are among our higher margin product lines in this segment, due to the fact that they are mature blocks with low distribution and servicing costs. The proportion of these products to our total account values 59 was 23%, 25% and 28% for 2018, 2017 and 2016, respectively. Due to this expected overall shift in business mix toward products with lower returns, new deposit production continues to be necessary to maintain earnings at current levels. Our fixed annuity business includes products with discretionary and index-based crediting rates that are reset on either a quarterly or semi-annual basis. Our ability to retain quarterly or semi-annual reset annuities will be subject to current competitive conditions at the time interest rates for these products reset. We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows into or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and the interest rate risk due to falling interest rates, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” and “Effect of Interest Rate Sensitivity” and “Interest Rate Risk on Fixed Insurance Businesses – Falling Rates” in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk.” Fee Income Details underlying fee income, net flows and account values (in millions) were as follows: Fee Income Annuity expense assessments Mutual fund fees Total expense assessments Surrender charges Total fee income Net Flows By Market (1) Small market Mid – large market Multi-Fund® and other Total net flows For the Years Ended December 31, 2016 2017 2018 $ $ $ $ 189 65 254 2 256 $ $ 184 63 247 1 248 $ $ 170 56 226 2 228 For the Years Ended December 31, 2016 2017 2018 290 3,401 (1,145) 2,546 $ $ 232 2,243 (1,031) 1,444 $ $ 457 947 (750) 654 (1) The prior years have been restated to conform to the current year presentation, which has been modified to be consistent across our business segments. As of or For the Years Ended December 31, 2017 2016 2018 Variable Account Value Information Variable annuity deposits (1) Increases (decreases) in variable annuity account values: Net flows (1)(2) Change in market value (1)(2) Contract holder assessments (1) Variable annuity account values (1) Average daily variable annuity account values (1) Average daily S&P 500 $ 1,803 $ 1,954 $ 1,693 (453) (885) (159) 14,413 15,989 2,744 (597) 2,545 (153) 16,129 15,052 2,448 (311) 1,209 (144) 14,511 13,950 2,094 (1) Excludes the fixed portion of variable. (2) The prior years have been restated to conform to the current year presentation, which has been modified to be consistent across our business segments. 60 As of or For the Years Ended December 31, 2017 2016 2018 Mutual Fund Account Value Information Mutual fund deposits Mutual fund net flows Mutual fund account values (1) $ $ 6,219 2,902 32,876 4,434 1,766 32,516 $ 3,859 921 26,040 (1) Mutual funds are not included in the separate accounts reported on our Consolidated Balance Sheets as we do not have any ownership interest in them. We charge expense assessments to cover insurance and administrative expenses. Expense assessments are generally equal to a percentage of the daily variable account values. Average daily account values are driven by net flows and the equity markets. Our expense assessments include fees we earn for the services that we provide to our mutual fund programs. We may collect surrender charges when our fixed and variable annuity contract holders surrender their contracts during the surrender charge period to protect us from premature withdrawals. Net Investment Income and Interest Credited Details underlying net investment income, interest credited, our interest rate spread and account values (in millions) were as follows: For the Years Ended December 31, 2016 2017 2018 Net Investment Income Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses $ 806 $ 789 $ 762 Commercial mortgage loan prepayment and bond make-whole premiums (1) Surplus investments (2) Total net investment income Interest Credited 18 75 899 555 $ $ 34 76 899 537 $ $ 28 69 859 514 $ $ (1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information. (2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments. Interest Rate Spread Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses Commercial mortgage loan prepayment and bond make-whole premiums Net investment income yield on reserves Interest rate credited to contract holders Interest rate spread For the Years Ended December 31, 2016 2017 2018 4.23% 4.32% 4.50% 0.09% 4.32% 2.90% 1.42% 0.19% 4.51% 2.92% 1.59% 0.16% 4.66% 3.00% 1.66% 61 As of or For the Years Ended December 31, 2017 2016 2018 Fixed Account Value Information Fixed annuity deposits (1) Increases (decreases) in fixed annuity account values: Net flows (1)(2) Reinvested interest credited (1) Contract holder assessments (1) Fixed annuity account values (1) Average fixed account values (1) Average invested assets on reserves $ 2,046 $ 2,175 $ 2,105 97 558 (11) 19,766 19,164 19,044 274 542 (9) 18,724 18,373 18,230 44 513 (8) 17,883 17,081 16,958 Includes the fixed portion of variable. (1) (2) The prior years have been restated to conform to the current year presentation, which has been modified to be consistent across our business segments. A portion of our investment income earned is credited to the contract holders of our fixed annuity products, including the fixed portion of variable annuity contracts. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our fixed annuity contract holders’ accounts, including the fixed portion of variable annuity contracts. Commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends. Benefits Benefits for this segment include changes in benefit reserves and our expected costs associated with purchases of derivatives used to hedge our benefit ratio unlocking. Commissions and Other Expenses Details underlying commissions and other expenses (in millions) were as follows: Commissions and Other Expenses Commissions: Deferrable Non-deferrable General and administrative expenses Taxes, licenses and fees Total expenses incurred DAC deferrals $ Total expenses recognized before amortization DAC and VOBA amortization, net of interest: Amortization, net of interest, excluding unlocking Unlocking Total commissions and other expenses $ DAC Deferrals As a percentage of annuity sales/deposits For the Years Ended December 31, 2016 2017 2018 7 71 318 19 415 (22) 393 25 3 421 $ $ 10 67 331 17 425 (29) 396 25 2 423 $ $ 14 63 321 18 416 (30) 386 25 3 414 0.6% 0.7% 0.8% Commissions and other costs that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized over the lives of the contracts in relation to EGPs. Certain types of commissions, such as trail commissions that are based on account values, are expensed as incurred rather than deferred and amortized. Distribution expenses associated with the sale of mutual fund products are expensed as incurred. 62 RESULTS OF LIFE INSURANCE Income (Loss) from Operations Details underlying the results for Life Insurance (in millions) were as follows: Operating Revenues Insurance premiums (1) Fee income Net investment income Operating realized gain (loss) (2) Other revenues Total operating revenues Operating Expenses Interest credited Benefits Commissions and other expenses Total operating expenses Income (loss) from operations before taxes Federal income tax expense (benefit) Income (loss) from operations For the Years Ended December 31, 2016 2017 2018 $ $ 817 3,392 2,697 (5) 21 6,922 1,414 3,345 1,371 6,130 792 147 645 $ $ 773 3,122 2,643 (13) 33 6,558 1,404 3,189 1,185 5,778 780 244 536 $ $ 703 2,946 2,562 1 34 6,246 1,394 2,677 1,422 5,493 753 238 515 Includes term insurance premiums, which have a corresponding partial offset in benefits for changes in reserves. (1) (2) See “Realized Gain (Loss) and Benefit Ratio Unlocking” below. Comparison of 2018 to 2017 Income from operations for this segment increased due primarily to the following: • Higher fee income due to growth in business in force and the effect of unlocking. • Lower federal income tax expense due to the change in the marginal corporate income tax rate as a result of the Tax Act. • Higher net investment income, net of interest credited, driven by favorable investment income on alternative investments, partially offset by spread compression due to average new money rates trailing our current portfolio yields and lower prepayment and bond make-whole premiums. The increase in income from operations was partially offset by the following: • Higher commissions and other expenses due to the effect of unlocking. • Higher benefits due to growth in business in force and slightly less favorable mortality, partially offset by the effect of unlocking. Comparison of 2017 to 2016 Income from operations for this segment increased due primarily to the following: • Lower commissions and other expenses due to the effect of unlocking. • Higher fee income due to growth in business in force, partially offset by the effect of unlocking. • Higher net investment income, net of interest credited, driven by favorable investment income on alternative investments, partially offset by spread compression due to average new money rates trailing our current portfolio yields. The increase in income from operations was partially offset by higher benefits due to the effects of unlocking and growth in business in force. See “Critical Accounting Policies and Estimates – DAC, VOBA, DSI and DFEL – Unlocking” above for more information about unlocking. Strategies to Address Statutory Reserve Strain Our insurance subsidiaries have statutory surplus and RBC levels above current regulatory required levels. Term products and UL products containing secondary guarantees require reserves calculated pursuant to the Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline 38 (“AG38”). For information on strategies we use to reduce the statutory reserve strain 63 caused by XXX and AG38, see “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow – Insurance Subsidiaries’ Statutory Capital and Surplus” below. Additional Information During 2018, we experienced slightly less favorable mortality as compared to our expectations. For information on interest rate spreads and the interest rate risk due to falling interest rates, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” and “Effect of Interest Rate Sensitivity” and “Interest Rate Risk on Fixed Insurance Businesses – Falling Rates” in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk.” Insurance Premiums Insurance premiums relate to traditional products and are a function of the rates priced into the product and the level of business in force. Business in force, in turn, is driven by sales, persistency and mortality experience. Fee Income Details underlying fee income, sales, net flows, account values and in-force face amount (in millions) were as follows: Fee Income Cost of insurance assessments Expense assessments Surrender charges DFEL: Deferrals Amortization, net of interest: Amortization, net of interest, excluding unlocking Unlocking Total fee income Sales by Product UL MoneyGuard® IUL VUL Term Total individual life sales Executive Benefits Total sales Net Flows Deposits Withdrawals and deaths Net flows Contract Holder Assessments For the Years Ended December 31, 2016 2017 2018 $ 2,136 1,529 45 $ 1,981 1,455 52 1,810 1,299 40 (829 ) (718 ) (593 ) 457 54 3,392 $ 355 (3 ) 3,122 $ 334 56 2,946 For the Years Ended December 31, 2016 2017 2018 43 226 62 268 113 712 52 764 6,438 (1,759 ) 4,679 4,869 $ $ $ $ $ 52 268 70 194 114 698 100 798 6,317 (1,785 ) 4,532 4,647 $ $ $ $ $ 95 214 90 180 114 693 44 737 5,768 (1,649 ) 4,119 4,253 $ $ $ $ $ $ $ 64 Account Values General account Separate account Total account values In-Force Face Amount UL and other Term insurance Total in-force face amount As of December 31, 2017 2016 2018 $ $ $ $ 36,612 12,977 49,589 343,922 399,877 743,799 $ $ $ $ 36,072 12,976 49,048 341,044 379,108 720,152 $ $ $ $ 35,525 10,264 45,789 336,851 356,083 692,934 Fee income relates only to interest-sensitive products and includes cost of insurance assessments, expense assessments and surrender charges. Both cost of insurance and expense assessments can have deferrals and amortization related to DFEL. Cost of insurance and expense assessments are deducted from our contract holders’ account values. These amounts are a function of the rates priced into the product and premiums received, face amount in force and account values. Business in force, in turn, is driven by sales, persistency and mortality experience. Sales are not recorded as a component of revenues (other than for traditional products) and do not have a significant effect on current quarter income from operations but are indicators of future profitability. Generally, we have higher sales during the second half of the year with the fourth quarter being our strongest. Sales in the table above and as discussed above were reported as follows: • MoneyGuard®, our linked-benefit product – 15% of total expected premium deposits; • UL, IUL and VUL – first-year commissionable premiums plus 5% of excess premiums received; • Executive Benefits – single premium bank-owned UL and VUL, 15% of single premium deposits, and corporate-owned UL and VUL, first-year commissionable premiums plus 5% of excess premium received; and • Term – 100% of annualized first-year premiums. We monitor the business environment, including but not limited to the regulatory and interest rate environments, and make changes to our product offerings and in-force products as needed, and as permitted under the terms of the policies, to sustain the future profitability of our segment. Net Investment Income and Interest Credited Details underlying net investment income, interest credited (in millions) and our interest rate spread were as follows: Net Investment Income Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses $ 2,366 $ 2,337 $ 2,318 Commercial mortgage loan prepayment and bond For the Years Ended December 31, 2016 2017 2018 make-whole premiums (1) Alternative investments (2) Surplus investments (3) Total net investment income Interest Credited 28 133 170 2,697 1,414 $ $ 46 98 162 2,643 1,404 $ $ 51 45 148 2,562 1,394 $ $ (1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information. (2) See “Consolidated Investments – Alternative Investments” below for additional information. (3) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. 65 Interest Rate Yields and Spread Attributable to interest-sensitive products: Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses Commercial mortgage loan prepayment and bond make-whole premiums Alternative investments Net investment income yield on reserves Interest rate credited to contract holders Interest rate spread Averages Attributable to interest-sensitive products: Invested assets on reserves General account values Attributable to traditional products: Invested assets on reserves For the Years Ended December 31, 2016 2017 2018 4.93% 5.07% 5.20% 0.06% 0.30% 5.29% 3.82% 1.47% 0.10% 0.23% 5.40% 3.84% 1.56% 0.12% 0.12% 5.44% 3.88% 1.56% For the Years Ended December 31, 2016 2017 2018 $ 44,015 36,698 $ 42,016 36,191 $ 40,332 35,554 4,127 4,311 4,240 A portion of the investment income earned for this segment is credited to contract holder accounts. Statutory reserves will typically grow at a faster rate than account values because of the AG38 reserve requirements. Invested assets are based upon the statutory reserve liabilities and are affected by various reserve adjustments, including financing transactions providing relief from AG38 reserve requirements. These financing transactions lead to a transfer of invested assets from this segment to Other Operations. We expect to earn a spread between what we earn on the underlying general account investments and what we credit to our contract holders’ accounts. We use our investment income to offset the earnings effect of the associated growth of our policy reserves for traditional products. Commercial mortgage loan prepayments and bond make-whole premiums and investment income on alternative investments can vary significantly from period to period due to a number of factors, and, therefore, may contribute to investment income results that are not indicative of the underlying trends. Benefits Details underlying benefits (dollars in millions) were as follows: Benefits Death claims direct and assumed Death claims ceded Reserves released on death Net death benefits Change in secondary guarantee life insurance product reserves: Change in reserves, excluding unlocking Unlocking Change in MoneyGuard® reserves: Change in reserves, excluding unlocking Unlocking Other benefits (1) Total benefits Death claims per $1,000 of in-force For the Years Ended December 31, 2016 2017 2018 $ $ 4,295 (1,648 ) (586 ) 2,061 $ 4,531 (1,997 ) (646 ) 1,888 4,088 (1,750 ) (593 ) 1,745 676 (61 ) 385 (24 ) 308 3,345 2.82 $ 665 50 317 (19 ) 288 3,189 2.68 $ 619 (170 ) 222 (15 ) 276 2,677 2.58 $ (1) Includes primarily changes in reserves and dividends on traditional and other products. Benefits for this segment include claims incurred during the period in excess of the associated reserves for its interest-sensitive and traditional products. In addition, benefits include the change in secondary guarantee and linked-benefit life insurance product reserves. These reserves are affected by changes in expected future trends of assessments and benefits causing unlocking adjustments to these 66 liabilities similar to DAC, VOBA and DFEL. Generally, we have higher mortality in the first quarter of the year due to the seasonality of claims. See “Future Contract Benefits and Other Contract Holder Funds” in Note 1 for additional information. Commissions and Other Expenses Details underlying commissions and other expenses (in millions) were as follows: $ Commissions and Other Expenses Commissions General and administrative expenses Expenses associated with reserve financing Taxes, licenses and fees Total expenses incurred DAC and VOBA deferrals Total expenses recognized before amortization DAC and VOBA amortization, net of interest: Amortization, net of interest, excluding unlocking Unlocking Other intangible amortization Total commissions and other expenses $ DAC and VOBA Deferrals As a percentage of sales For the Years Ended December 31, 2016 2017 2018 760 541 91 179 1,571 (914 ) 657 545 165 4 1,371 $ $ 734 580 91 155 1,560 (847 ) 713 479 (11 ) 4 1,185 $ $ 734 536 87 158 1,515 (831 ) 684 514 220 4 1,422 119.6% 106.1% 112.8% Commissions and costs that result directly from and are essential to successful acquisition of new or renewal business are deferred to the extent recoverable and for our interest-sensitive products are generally amortized over the life of the contracts in relation to EGPs. For our traditional products, DAC and VOBA are amortized on either a straight-line basis or as a level percent of premium of the related contracts, depending on the block of business. When comparing DAC and VOBA deferrals as a percentage of sales for 2018 and 2017, the increase was primarily a result of changes in sales mix to products with higher commission rates. 67 RESULTS OF GROUP PROTECTION Income (Loss) from Operations Details underlying the results for Group Protection (in millions) were as follows: Operating Revenues Insurance premiums Net investment income Other revenues (1) Total operating revenues Operating Expenses Interest credited Benefits Commissions and other expenses Total operating expenses Income (loss) from operations before taxes Federal income tax expense (benefit) Income (loss) from operations For the Years Ended December 31, 2016 2017 2018 $ $ 3,383 260 114 3,757 5 2,455 1,060 3,520 237 50 187 $ $ 1,998 168 35 2,201 2 1,351 690 2,043 158 55 103 $ $ 1,940 176 14 2,130 2 1,322 706 2,030 100 35 65 (1) Consists of revenue from third parties for administrative services performed, which has a corresponding partial offset in commissions and other expenses. Income (Loss) from Operations by Product Line Life Disability Dental Total non-medical Medical Income (loss) from operations Comparison of 2018 to 2017 For the Years Ended December 31, 2016 2017 2018 $ $ 72 123 (8) 187 - 187 $ $ 49 55 (2) 102 1 103 $ $ 25 40 (1) 64 1 65 Income from operations for this segment increased due primarily to the acquisition of Liberty Life (see “Additional Information” below for more information) and lower federal income tax expense due to the change in the marginal corporate income tax rate as a result of the Tax Act. Comparison of 2017 to 2016 Income from operations for this segment increased due primarily to the following: • Higher insurance premiums due to more favorable persistency experience and higher sales across all of our product lines. • Higher other revenues due to the recapture in 2017 of certain long-term disability business that was originally ceded to a reinsurer. • Lower commissions and other expenses due to higher amortization of DAC in 2016 driven by model refinements, partially offset by higher strategic investments to enhance our customer experience and improve efficiency. The increase in income from operations was partially offset by higher benefits due to favorable reserve refinements in 2016 in our long- term disability business and the recapture in 2017 of certain long-term disability business that was originally ceded to a reinsurer. This increase was partially offset by favorable mortality experience and lower incidence and new claims severity in our disability business. Additional Information Income from operations for the year ended December 31, 2018, includes eight months of activity from Liberty Life due to the acquisition that closed on May 1, 2018. The acquisition resulted in increases in all pre-tax line items presented in the table above. For more information about our acquisition, see Note 3. 68 Management compares trends in actual loss ratios to pricing expectations as group-underwriting risks change over time. We expect normal fluctuations in our total loss ratio, as claims experience is inherently uncertain. For every one percent increase in the total loss ratio, we would expect an approximate annual $31 million to $35 million decrease to income from operations. The effects are symmetrical for a comparable decrease in the loss ratio and, therefore, move in an equal and opposite direction. For information on the effects of current interest rates on our long-term disability claim reserves, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Effect of Interest Rate Sensitivity.” Insurance Premiums Details underlying insurance premiums (in millions) were as follows: Insurance Premiums by Product Line Life Disability Dental Total insurance premiums Sales by Product Line Life Disability Dental Total sales For the Years Ended December 31, 2016 2017 2018 $ $ $ 1,246 1,838 299 3,383 222 257 101 580 $ $ $ 829 910 259 1,998 179 199 126 504 $ $ $ 821 890 229 1,940 178 193 99 470 Our cost of insurance and policy administration charges are embedded in the premiums charged to our customers. The premiums are a function of the rates priced into the product and our business in force. Business in force, in turn, is driven by sales and persistency experience. Sales relate to new contract holders and new programs sold to existing contract holders. We believe that the trend in sales is an important indicator of development of business in force over time. Sales in the table above are the combined annualized premiums for our products. Net Investment Income We use our investment income to offset the earnings effect of the associated build of our reserves, which are a function of our insurance premiums and the yields on our invested assets. Benefits and Interest Credited Details underlying benefits and interest credited (in millions) and loss ratios by product line were as follows: For the Years Ended December 31, 2016 2017 2018 Benefits and Interest Credited by Product Line Life Disability Dental Total benefits and interest credited $ $ 857 1,386 217 2,460 $ $ 540 633 180 1,353 $ $ Loss Ratios by Product Line Life Disability (1) Dental Total (1) 68.8% 75.4% 72.7% 72.7% 65.1% 67.9% 69.3% 66.9% 562 603 159 1,324 68.4% 67.8% 69.3% 68.3% (1) Excludes the impact of the recapture of certain long-term disability business in the third quarter of 2017. Generally, we experience higher mortality in the first quarter of the year and higher disability claims in the fourth quarter of the year due to the seasonality of claims. When comparing our life and disability loss ratios for 2018 and 2017, the increase in 2018 was driven primarily by the Liberty Life acquisition as we combined two blocks of business with different loss characteristics. 69 Commissions and Other Expenses Details underlying commissions and other expenses (in millions) were as follows: Commissions and Other Expenses Commissions General and administrative expenses Taxes, licenses and fees Total expenses incurred DAC deferrals Total expenses recognized before amortization DAC and VOBA amortization, net of interest (1) Other intangible amortization (1) Total commissions and other expenses DAC Deferrals As a percentage of insurance premiums For the Years Ended December 31, 2016 2017 2018 $ $ 339 623 94 1,056 (94) 962 93 5 1,060 $ $ 257 374 49 680 (69) 611 79 - 690 $ $ 248 351 57 656 (76) 580 126 - 706 2.8% 3.5% 3.9% (1) See Note 3 for information regarding intangible assets acquired as part of the Liberty Life acquisition. Commissions and other costs that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized as a level percent of insurance premiums of the related contracts, depending on the block of business. Certain broker commissions that vary with and are related to paid premiums are expensed as incurred rather than deferred and amortized. Generally, we have higher amortization in the first quarter of the year due to a significant number of policies renewing in the quarter. When comparing DAC deferrals as a percentage of insurance premiums for 2018 and 2017, the decrease was driven by a change in our sales mix to products with lower commission rates as a result of the blocks of business acquired during 2018. 70 RESULTS OF OTHER OPERATIONS Income (Loss) from Operations Details underlying the results for Other Operations (in millions) were as follows: For the Years Ended December 31, 2016 2017 2018 Operating Revenues Insurance premiums (1) Net investment income Amortization of deferred gain on business sold through reinsurance Other revenues Total operating revenues Operating Expenses Interest credited Benefits Other expenses Interest and debt expense Strategic digitization expense Total operating expenses $ $ 11 224 1 (1) 235 56 106 25 274 76 537 (302) (77) (225) $ $ 10 242 22 13 287 65 117 47 253 43 525 (238) (130) (108) $ 14 244 71 3 332 73 143 50 269 8 543 (211) (109) (102) Income (loss) from operations before taxes Federal income tax expense (benefit) Income (loss) from operations $ (1) Includes our disability income business, which has a corresponding offset in benefits for changes in reserves. Comparison of 2018 to 2017 Loss from operations for Other Operations increased due primarily to the following: • Less favorable federal income tax benefit due to the change in the marginal corporate income tax rate as a result of the Tax Act. • Higher strategic digitization expense as part of our strategic digitization initiative. • Lower amortization of deferred gain on business sold through reinsurance as a gain was fully amortized during 2017. • Higher interest and debt expense driven by an increase in the average balance of outstanding debt. • Lower net investment income, net of interest credited, related to lower average invested assets driven by distributable earnings to our segments. The increase in loss from operations was partially offset by the effect of changes in our stock price on our deferred compensation plans, as our stock price significantly decreased during 2018 (see “Other Expenses” below for more information). Comparison of 2017 to 2016 Loss from operations for Other Operations increased due primarily to the following: • Lower amortization of deferred gain on business sold through reinsurance as a gain was fully amortized during 2017. • Higher strategic digitization expense as part of our strategic digitization initiative. The increase in loss from operations was partially offset by the following: • Lower benefits due to modifying certain assumptions in 2016 on the reserves supporting our run-off disability income business. • More favorable federal income tax benefits due to excess tax benefits associated with stock option exercises in 2017 and the release of reserves for tax contingencies associated with a prior tax year that closed in the third quarter of 2017. • Lower interest and debt expense driven by a decline in both average balances of outstanding debt and rates. Additional Information We expect to continue making investments as part of our strategic digitization initiative as discussed above in “Introduction – Executive Summary – Significant Operational Matters – Strategic Digitization Initiative.” 71 Net Investment Income and Interest Credited We utilize an internal formula to determine the amount of capital that is allocated to our business segments. Investment income on capital in excess of the calculated amounts is reported in Other Operations. If our business segments require increases in statutory reserves, surplus or investments, the amount of excess capital that is retained by Other Operations would decrease and net investment income would be negatively affected. Write-downs for OTTI decrease the recorded value of our invested assets owned by the business segments. These write-downs are not included in the income from operations of our business segments. When impairment occurs, assets are transferred to the business segments’ portfolios and will reduce the future net investment income for Other Operations. Statutory reserve adjustments for our business segments can also cause allocations of invested assets between the business segments and Other Operations. The majority of our interest credited relates to our reinsurance operations sold to Swiss Re Life & Health America, Inc. (“Swiss Re”) in 2001. A substantial amount of the business was sold through indemnity reinsurance transactions, which is still recorded in our consolidated financial statements. The interest credited corresponds to investment income earnings on the assets we continue to hold for this business. There is no effect to income or loss in Other Operations or on a consolidated basis for these amounts because interest earned on the blocks that continue to be reinsured is passed through to Swiss Re in the form of interest credited. Benefits Benefits are recognized when incurred for institutional pension products and disability income business. Other Expenses Details underlying other expenses (in millions) were as follows: General and administrative expenses: Legal Branding Other (1) Total general and administrative expenses Taxes, licenses and fees (2) Inter-segment reimbursement associated with reserve financing and LOC expenses (3) Total other expenses For the Years Ended December 31, 2016 2017 2018 $ $ $ 1 40 9 50 (13) $ 1 35 31 67 (8) (12) 25 $ (12) 47 $ (9) 32 54 77 (16) (11) 50 (1) (2) Includes expenses that are corporate in nature including charitable contributions, the portion of our deferred compensation plan expense attributable to participants’ selection of LNC stock as the measure for their investment return and other expenses not allocated to our business segments. Includes state guaranty funds assessments to cover losses to contract holders of insolvent or rehabilitated insurance companies. Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states. (3) Consists of reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its use of LOCs. Interest and Debt Expense Our current level of interest expense may not be indicative of the future due to, among other things, the timing of the use of cash, the availability of funds from our inter-company cash management program and the future cost of capital. For additional information on our financing activities, see “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow – Financing Activities” below. 72 REALIZED GAIN (LOSS) AND BENEFIT RATIO UNLOCKING Details underlying realized gain (loss), after-DAC (1) and benefit ratio unlocking (in millions) were as follows: For the Years Ended December 31, 2017 2016 2018 Components of Realized Gain (Loss), Pre-Tax Total operating realized gain (loss) Total excluded realized gain (loss) Total realized gain (loss), pre-tax Reconciliation of Excluded Realized Gain (Loss) Net of Benefit Ratio Unlocking, After-Tax Total excluded realized gain (loss) Benefit ratio unlocking Excluded realized gain (loss) net of benefit ratio unlocking, after-tax Components of Excluded Realized Gain (Loss) Net of Benefit Ratio Unlocking, After-Tax Realized gain (loss) related to certain investments Gain (loss) on the mark-to-market on certain instruments Variable annuity net derivatives results: Hedge program performance, including unlocking for GLB reserves hedged GLB NPR component $ $ $ $ $ Total variable annuity net derivatives results Indexed annuity forward-starting option Excluded realized gain (loss) net of benefit ratio unlocking, after-tax $ 187 (46) 141 (37) (136) (173) (66) 7 (137) 57 (80) (34) (173) $ $ $ $ $ $ 166 (336) (170) (218) 129 (89) (47) (3) 14 (43) (29) (10) (89) $ $ $ $ $ $ 179 (518) (339) (337) 28 (309) (163) 13 (122) (32) (154) (5) (309) (1) DAC refers to the associated amortization of DAC, VOBA, DSI and DFEL and changes in other contract holder funds and funds withheld reinsurance assets and liabilities. Comparison of 2018 to 2017 We had higher realized losses due primarily to the following: • Higher losses on variable annuity net derivatives results attributable to unfavorable hedge program performance due to more volatile capital markets, partially offset by favorable GLB NPR component due to an increase in our associated reserves and the widening of our credit spread. • Higher realized losses related to certain investments originating from asset sales to reposition the portfolio and a decline in the mark- to-market of equity securities due to equity market declines. Comparison of 2017 to 2016 We had lower realized losses due primarily to the following: • Lower losses on variable annuity net derivatives results attributable to favorable hedge program performance due to less volatile capital markets. • A decrease in realized losses related to certain investments originating from decreased OTTI and fewer asset sales attributable to improvements of select corporate bond holdings within the energy and other commodity sectors. • Legal expenses in 2016 related to certain investments. The above components of excluded realized gain (loss) are described net of benefit ratio unlocking, after-tax. See “Variable Annuity Net Derivatives Results” below for a discussion of how our NPR adjustment is determined. See “Critical Accounting Policies and Estimates – DAC, VOBA, DSI and DFEL – Unlocking” above for more information about unlocking. 73 Operating Realized Gain (Loss) Operating realized gain (loss) includes indexed annuity and IUL net derivatives results representing the net difference between the change in the fair value of the S&P 500 call options that we hold and the change in the fair value of the embedded derivative liabilities of our indexed annuity and IUL products. The change in the fair value of the embedded derivative liabilities represents the amount that is credited to the indexed annuity and IUL contracts. Our GWB, GIB and 4LATER® features have elements of both benefit reserves and embedded derivative reserves. We calculate the value of the benefit reserves and the embedded derivative reserves based on the specific characteristics of each GLB feature. For our GLBs that meet the definition of an embedded derivative under the Derivatives and Hedging Topic of the FASB ASC, we record them at fair value on our Consolidated Balance Sheets with changes in fair value recorded in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). In bifurcating the embedded derivative, we attribute to the embedded derivative the portion of total fees collected from the contract holder that relates to the GLB riders (the “attributed fees”). These attributed fees represent the present value of future claims expected to be paid for the GLB at the inception of the contract (the “net valuation premium”) plus a margin that a theoretical market participant would include for risk/profit (the “risk/profit margin”). We also include the risk/profit margin portion of the GLB attributed rider fees in operating realized gain (loss) and include the net valuation premium of the GLB attributed rider fees in excluded realized gain (loss). For our Annuities and Retirement Plan Services segments, the excess of total fees collected from the contract holders over the GLB attributed rider fees is reported in fee income. Realized Gain (Loss) Related to Certain Investments See “Consolidated Investments – Realized Gain (Loss) Related to Certain Investments” below. Gain (Loss) on the Mark-to-Market on Certain Instruments Gain (loss) on the mark-to-market on certain instruments, including those associated with our consolidated variable interest entities (“VIEs”) represents changes in the fair values of certain derivative investments (not including those associated with our variable annuity net derivatives results), reinsurance related embedded derivatives and trading securities. See Note 4 for information about our consolidated VIEs. Variable Annuity Net Derivatives Results Our variable annuity net derivatives results include the net valuation premium, the change in the GLB embedded derivative reserves and the change in the fair value of the derivative instruments we own to hedge them, including the cost of purchasing the hedging instruments. In addition, these results include the changes in reserves not accounted for at fair value and results from benefit ratio unlocking on our GDB and GLB riders and the change in the fair value of the derivative instruments we own to hedge the benefit ratio unlocking on our GDB and GLB riders. We use derivative instruments to hedge our exposure to the risks and earnings volatility that result from changes in the GLB embedded derivative reserves. The change in fair value of these derivative instruments is designed to generally offset the change in embedded derivative reserves. Our variable annuity net derivatives results can be volatile, especially when sudden and significant changes in equity markets and/or interest rates occur. We do not attempt to hedge the change in the NPR component of the liability. The NPR factors affect the discount rate used in the calculation of the GLB embedded derivative reserve. Our methodology for calculating the NPR component of the embedded derivative reserve utilizes an extrapolated 30-year NPR spread curve applied to a series of expected cash flows over the expected life of the embedded derivative. Our cash flows consist of both expected fees to be received from contract holders and benefits to be paid, and these cash flows are different on a pre- and post-NPR basis. We utilize a model based on our holding company’s credit default swap (“CDS”) spread adjusted for items, such as the security of policyholder liabilities relative to the security of insurance company debt. Because the guaranteed benefit liabilities are contained within our insurance subsidiaries, we apply items, such as the effect of our insurance subsidiaries’ claims-paying ratings compared to holding company credit risk and the over- collateralization of insurance liabilities, in order to determine factors that are representative of a theoretical market participant’s view of the NPR of the specific liability within our insurance subsidiaries. 74 Details underlying our variable annuity hedging program (dollars in millions) were as follows: As of As of December 31, September 30, 2018 2018 As of June 30, 2018 As of As of March 31, December 31, 2018 2017 Variable annuity hedge program assets (liabilities) $ 2,357 $ 770 $ 1,094 $ 1,194 $ 1,307 Variable annuity reserves – asset (liability): Embedded derivative reserves, pre-NPR (1) NPR Embedded derivative reserves Insurance benefit reserves $ Total variable annuity reserves – asset (liability) $ 10-year CDS spread NPR factor related to 10-year CDS spread 252 $ (57) 195 (1,060) (865) $ 1,630 $ (140) 1,490 (757) 733 $ 1,288 $ (131) 1,157 (781) 376 $ 1,179 $ (135) 1,044 (734) 310 $ 1.67% 0.25% 1.35% 0.18% 1.24% 0.18% 1.19% 0.18% 1,029 (142) 887 (665) 222 1.05% 0.14% (1) Embedded derivative reserves in an asset (liability) position indicate we estimate the present value of future benefits to be less (greater) than the present value of future net valuation premiums. The following shows the hypothetical effect (in millions) to net income (loss) for changes in the NPR factor along all points on the spread curve as of December 31, 2018: NPR factor: Down 25 basis points to zero Up 20 basis points Hypothetical Effect $ (91) 42 See “Critical Accounting Policies and Estimates – Derivatives – GLB” above for additional information about our guaranteed benefits. Indexed Annuity Forward-Starting Option The liability for the forward-starting option reflects changes in the fair value of embedded derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods for our indexed annuity products accounted for under the Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the FASB ASC. These fair values represent an estimate of the cost of the options we will purchase in the future, discounted back to the date of the balance sheet, using current market indications of volatility and interest rates, which can vary significantly from period to period due to a number of factors and therefore can provide results that are not indicative of the underlying trends. 75 Details underlying our consolidated investment balances (in millions) were as follows: CONSOLIDATED INVESTMENTS As of December 31, 2017 2018 Percentage of Total Investments As of December 31, 2017 2018 Investments AFS securities: Fixed maturity Equity Total AFS securities Trading securities Equity securities Mortgage loans on real estate Real estate Policy loans Derivative investments Alternative investments Other investments Total investments $ Investment Objective $ 94,024 $ - 94,024 1,950 99 13,260 12 2,509 1,107 1,725 530 115,216 $ 94,840 246 95,086 1,620 - 10,762 11 2,399 915 1,459 837 113,089 81.6% 0.0% 81.6% 1.7% 0.1% 11.5% 0.0% 2.2% 1.0% 1.4% 0.5% 100.0% 83.9% 0.2% 84.1% 1.4% 0.0% 9.5% 0.0% 2.1% 0.8% 1.3% 0.8% 100.0% Invested assets are an integral part of our operations. We follow a balanced approach to investing for both current income and prudent risk management, with an emphasis on generating sufficient current income, net of income tax, to meet our obligations to customers, as well as other general liabilities. This balanced approach requires the evaluation of expected return and risk of each asset class utilized, while still meeting our income objectives. This approach is important to our asset-liability management because decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities. For a discussion of our risk management process, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” Investment Portfolio Composition and Diversification Fundamental to our investment policy is diversification across asset classes. Our investment portfolio, excluding cash and invested cash, is composed of fixed maturity securities, mortgage loans on real estate, real estate (either wholly-owned or in joint ventures) and other long-term investments. We purchase investments for our segmented portfolios that have yield, duration and other characteristics that take into account the liabilities of the products being supported. We have the ability to maintain our investment holdings throughout credit cycles because of our capital position, the long-term nature of our liabilities and the matching of our portfolios of investment assets with the liabilities of our various products. 76 Fixed Maturity and Equity Securities Portfolios We adopted Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, in 2018, which resulted in a new classification and measurement of our equity securities. See Note 2 for additional information. Fixed maturity securities consist of portfolios classified as AFS and trading. Details underlying our fixed maturity AFS securities by industry classification (in millions) are presented in the tables below. These tables agree in total with the presentation of AFS securities in Note 5; however, the categories below represent a more detailed breakout of the AFS portfolio. Therefore, the investment classifications listed below do not agree to the investment categories provided in Note 5. As of December 31, 2018 Gross Unrealized Amortized Cost Gains Losses and OTTI (1) Fair Value % Fair Value $ Fixed Maturity AFS Securities Industry corporate bonds: Financial services Basic industry Capital goods Communications Consumer cyclical Consumer non-cyclical Energy Technology Transportation Industrial other Utilities Government related entities Collateralized mortgage and other obligations ("CMOs"): Agency backed Non-agency backed Mortgage pass through securities ("MPTS"): Agency backed Commercial mortgage-backed securities ("CMBS"): Agency backed Non-agency backed ABS: Collateralized loan obligations ("CLOs") Commercial real estate ("CRE") CDOs Credit card Equipment receivables Home equity Manufactured housing Student loans Other Municipals: Taxable Tax-exempt Government: United States Foreign Hybrid and redeemable preferred securities Total AFS securities Trading Securities (2) Equity Securities Total AFS, trading and equity securities $ 14.8% 4.8% 7.0% 5.1% 5.8% 15.3% 6.8% 3.9% 3.5% 1.4% 14.6% 2.5% 1.9% 0.8% 0.9% 0.0% 0.8% 1.8% 0.0% 0.1% 0.0% 0.6% 0.0% 0.0% 0.3% 5.6% 0.1% 0.5% 0.5% 0.6% 100.0% $ $ 352 152 182 133 180 507 227 81 99 30 249 63 56 (13) 10 - 13 24 (5) - - (9) - - 1 18 - 2 - 34 2,386 10 18 2,414 $ $ 13,875 4,527 6,585 4,763 5,455 14,343 6,373 3,681 3,281 1,322 13,773 2,370 1,743 793 837 20 784 1,717 13 94 38 534 16 38 246 5,244 101 417 448 593 94,024 1,950 99 96,073 465 137 236 210 160 543 217 64 91 24 692 141 52 48 18 - 6 3 - 16 1 17 1 - 7 711 5 29 42 45 3,981 137 1 4,119 $ $ 13,762 4,542 6,531 4,686 5,475 14,307 6,383 3,698 3,289 1,328 13,330 2,292 1,747 732 829 20 791 1,738 8 78 37 508 15 38 240 4,551 96 390 406 582 92,429 1,823 116 94,368 77 As of December 31, 2017 Gross Unrealized Amortized Cost Gains Losses and OTTI (1) Fair Value % Fair Value $ Fixed Maturity AFS Securities Industry corporate bonds: Financial services Basic industry Capital goods Communications Consumer cyclical Consumer non-cyclical Energy Technology Transportation Industrial other Utilities Government related entities CMOs: Agency backed Non-agency backed MPTS: Agency backed CMBS: Agency backed Non-agency backed ABS: CLOs CRE CDOs Credit card Equipment receivables Home equity Manufactured housing Other Municipals: Taxable Tax-exempt Government: United States Foreign Hybrid and redeemable preferred securities Total fixed maturity AFS securities Equity AFS Securities Total AFS securities Trading Securities (2) Total AFS and trading securities $ 12,059 4,855 6,270 4,151 5,649 13,680 6,557 3,443 2,927 979 12,786 2,345 1,598 880 849 22 568 789 14 77 40 587 17 182 4,009 163 527 395 575 86,993 247 87,240 1,425 88,665 $ $ 1,061 413 547 406 444 1,242 535 218 220 49 1,480 247 68 53 34 - 10 2 - 21 - 22 1 7 937 16 41 56 87 8,217 16 8,233 203 8,436 $ $ 36 14 24 21 28 74 85 9 7 7 22 20 33 (21) 5 - - 2 (5) 1 - (21) - - 6 - 1 - 22 370 17 387 8 395 $ $ 13,084 5,254 6,793 4,536 6,065 14,848 7,007 3,652 3,140 1,021 14,244 2,572 1,633 954 878 22 578 789 19 97 40 630 18 189 4,940 179 567 451 640 94,840 246 95,086 1,620 96,706 13.8% 5.5% 7.2% 4.8% 6.4% 15.7% 7.4% 3.9% 3.3% 1.1% 15.0% 2.7% 1.7% 1.0% 0.9% 0.0% 0.6% 0.8% 0.0% 0.1% 0.0% 0.7% 0.0% 0.2% 5.2% 0.2% 0.6% 0.5% 0.7% 100.0% (1) Includes unrealized gains and (losses) on impaired securities related to changes in the fair value of such securities subsequent to the impairment measurement date. (2) Certain of our trading securities support our Modco reinsurance agreements and the investment results are passed directly to the reinsurers. See “Trading Securities” below for more information. 78 AFS Securities In accordance with the AFS accounting guidance, we reflect stockholders’ equity as if unrealized gains and losses were actually recognized, and consider all related accounting adjustments that would occur upon such a hypothetical recognition of unrealized gains and losses. Such related balance sheet effects include adjustments to the balances of DAC, VOBA, DFEL, future contract benefits, other contract holder funds and deferred income taxes. Adjustments to each of these balances are charged or credited to AOCI. For instance, DAC is adjusted upon the recognition of unrealized gains or losses because the amortization of DAC is based upon an assumed emergence of gross profits on certain insurance business. Deferred income tax balances are also adjusted because unrealized gains or losses do not affect actual taxes currently paid. The quality of our fixed maturity AFS securities portfolio, as measured at estimated fair value and by the percentage of fixed maturity AFS securities invested in various ratings categories, relative to the entire fixed maturity AFS security portfolio (in millions) was as follows: NAIC Designation (1) Rating Agency Equivalent Designation (1) Investment Grade Securities 1 2 AAA / AA / A BBB Total investment grade securities Below Investment Grade Securities 3 4 5 6 BB B CCC and lower In or near default Total below investment grade securities Total fixed maturity AFS securities $ Total securities below investment grade as a percentage of total fixed maturity AFS securities Amortized As of December 31, 2018 Fair Value % of Total Amortized As of December 31, 2017 Fair Value % of Total Cost Cost $ $ 49,086 39,872 88,958 51,118 39,641 90,759 $ 54.4% 42.1% 96.5% 46,455 36,703 83,158 $ 51,494 39,518 91,012 2,565 803 95 8 3,471 92,429 $ 2,448 741 63 13 3,265 94,024 2.6% 0.8% 0.1% 0.0% 3.5% 100.0% $ 2,785 768 271 11 3,835 86,993 $ 2,840 743 229 16 3,828 94,840 3.8% 3.5% 4.4% 4.0% 54.3% 41.7% 96.0% 3.0% 0.8% 0.2% 0.0% 4.0% 100.0% (1) Based upon the rating designations determined and provided by the National Association of Insurance Commissioners (“NAIC”) or the major credit rating agencies (Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”) and S&P). For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings. Comparisons between the NAIC ratings and rating agency designations are published by the NAIC. The NAIC assigns securities quality ratings and uniform valuations, which are used by insurers when preparing their annual statements. The NAIC ratings are similar to the rating agency designations of the Nationally Recognized Statistical Rating Organizations for marketable bonds. NAIC ratings 1 and 2 include bonds generally considered investment grade (rated Baa3 or higher by Moody’s, or rated BBB- or higher by S&P and Fitch) by such ratings organizations. However, securities rated NAIC 1 and 2 could be deemed below investment grade by the rating agencies as a result of the current RBC rules for residential mortgage-backed securities (“RMBS”) and CMBS for statutory reporting. NAIC ratings 3 through 6 include bonds generally considered below investment grade (rated Ba1 or lower by Moody’s, or rated BB+ or lower by S&P and Fitch). As of December 31, 2018 and 2017, 95% and 88%, respectively, of the total fixed maturity AFS securities in an unrealized loss position were investment grade. See Note 5 for maturity date information for our fixed maturity investment portfolio. Our gross unrealized losses, including the portion of OTTI recognized in other comprehensive income (loss) (“OCI”), on fixed maturity AFS securities as of December 31, 2018, increased by $2.0 billion since December 31, 2017. As more fully described in Note 1, we regularly review our investment holdings for OTTI. We believe the unrealized loss position as of December 31, 2018, does not represent OTTI as: (i) we do not intend to sell the debt securities; (ii) it is not more likely than not that we will be required to sell the debt securities before recovery of their amortized cost basis; and (iii) the estimated future cash flows are equal to or greater than the amortized cost basis of the debt securities. For further information on our unrealized losses on AFS securities, see “Composition by Industry Categories of our Unrealized Losses on AFS Securities” below. 79 In our evaluation of OTTI, we concluded: (i) that it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis; and (ii) that the estimated future cash flows are equal to or greater than the amortized cost basis of the debt securities. This conclusion is consistent with our asset-liability management process. Management considers the following as part of the evaluation: • The current economic environment and market conditions; • Our business strategy and current business plans; • The nature and type of security, including expected maturities and exposure to general credit, liquidity, market and interest rate risk; • Our analysis of data from financial models and other internal and industry sources to evaluate the current effectiveness of our hedging and overall risk management strategies; • The current and expected timing of contractual maturities of our assets and liabilities, expectations of prepayments on investments and expectations for surrenders and withdrawals of life insurance policies and annuity contracts; • The capital risk limits approved by management; and • Our current financial condition and liquidity demands. To determine the recoverability of a debt security, we consider the facts and circumstances surrounding the underlying issuer including, but not limited to, the following: • Historical and implied volatility of the security; • Length of time and extent to which the fair value has been less than amortized cost; • Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area; • Failure, if any, of the issuer of the security to make scheduled payments; and • Recoveries or additional declines in fair value subsequent to the balance sheet date. As reported on our Consolidated Balance Sheets, we had $117.6 billion of investments and cash, which exceeded the liabilities for our future obligations under insurance policies and contracts, net of amounts recoverable from reinsurers, which totaled $106.7 billion as of December 31, 2018. If it were necessary to liquidate fixed maturity AFS securities prior to maturity or call to meet cash flow needs, we would first look to those fixed maturity AFS securities that are in an unrealized gain position, which had a fair value of $48.5 billion as of December 31, 2018, rather than selling fixed maturity AFS securities in an unrealized loss position. The amount of cash that we have on hand at any point in time takes into account our liquidity needs in the future, other sources of cash, such as the maturities of investments, interest and dividends we earn on our investments and the ongoing cash flows from new and existing business. See “AFS Securities – Evaluation for Recovery of Amortized Cost” in Note 1 and Note 5 for additional discussion. As of December 31, 2018 and 2017, the estimated fair value for all private placement securities was $15.3 billion and $15.2 billion, respectively, representing 13% of total invested assets. Trading Securities Trading securities, which in certain cases support reinsurance funds withheld and our Modco reinsurance agreements, are carried at fair value and changes in fair value are recorded in net income as they occur. Investment results for these certain portfolios, including gains and losses from sales, are passed directly to the reinsurers through the contractual terms of the reinsurance arrangements. Offsetting these amounts in certain cases are corresponding changes in fair value of the embedded derivative liability associated with the underlying reinsurance arrangement. See Notes 1 and 9 for more information regarding our accounting for Modco. Mortgage-Backed Securities (Included in AFS and Trading Securities) Our fixed maturity securities include mortgage-backed securities (“MBS”). These securities 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 effect. The degree to which a security is susceptible to either gains or losses is influenced by: the difference between its amortized cost and par; the relative sensitivity of the underlying mortgages backing the assets to prepayment in a changing interest rate environment; and the repayment priority of the securities in the overall securitization structure. We limit the extent of our risk on MBS 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 with improving collateral performance, and by primarily investing in securities that are current pay and senior priority in their trust structure. A significant amount of assets in our MBS portfolio are either guaranteed by U.S. government-sponsored enterprises, supported in the securitization structure by junior securities or purchased at discounted prices significantly lower than their expected recovery value, enabling the assets to achieve high investment grade status. 80 Our exposure to subprime mortgage lending is limited to investments in banks and other financial institutions that may be affected by subprime lending and direct investments in ABS and RMBS. Mortgage-related ABS are backed by home equity loans and RMBS are backed by residential mortgages. These securities are backed by loans that are characterized by borrowers of differing levels of creditworthiness: prime; Alt-A; and subprime. Prime lending is the origination of residential mortgage loans to customers with excellent credit profiles. Alt-A lending is the origination of residential mortgage loans to customers who have prime credit profiles but lack documentation to substantiate income. Subprime lending is the origination of loans to customers with weak or impaired credit profiles. Delinquency and loss rates on residential mortgages and home equity loans have been showing positive trends, and, as long as the unemployment rate remains stable to improving, we expect these trends to continue. We continue to expect to receive payments in accordance with contractual terms for a significant amount of our securities, largely due to the seniority of the claims on the collateral of the securities that we own. The tranches of the securities will experience losses according to their seniority level with the least senior (or most junior), typically the unrated residual tranche, taking the first loss. Our ABS home equity and RMBS had a market value of $4.0 billion and a net unrealized gain of $93 million as of December 31, 2018. 81 The market value of AFS securities and trading securities backed by subprime loans was $447 million and represented less than 1% of our total investment portfolio as of December 31, 2018. AFS securities represented $443 million, or 99%, and trading securities represented $4 million, or 1%, of the subprime exposure as of December 31, 2018. The table below summarizes our investments in AFS securities backed by pools of residential mortgages (in millions) as of December 31, 2018: Agency Prime Alt-A Option ARM (1) Total Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Subprime/ $ $ $ Type RMBS ABS home equity Total by type (2)(3) Rating AAA AA A BBB BB and below Total by rating (2)(3)(4) $ $ Origination Year 2008 and prior 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Total by origination 2,581 $ 1 2,582 $ 2,576 $ 1 2,577 $ 255 $ 55 310 $ 241 $ 53 294 $ 231 $ 93 324 $ 217 $ 89 306 $ 306 $ 385 691 $ 274 $ 365 639 $ 3,373 $ 534 3,907 $ 3,308 508 3,816 2,321 $ 253 8 - - 2,582 $ 2,318 $ 251 8 - - 2,577 $ 486 $ 190 255 150 45 252 69 148 512 265 210 449 $ 181 245 148 47 258 67 152 554 271 205 - $ 8 14 15 273 310 $ 309 $ - - - - - 1 - - - - - $ 8 14 15 257 294 $ 293 $ - - - - - 1 - - - - - $ 14 9 16 285 324 $ 323 $ - - - - - - - 1 - - - $ 13 9 16 268 306 $ 305 $ - - - - - - - 1 - - 9 $ 11 66 29 576 691 $ 691 $ - - - - - - - - - - 8 $ 11 64 29 527 639 $ 639 $ - - - - - - - - - - 2,330 $ 286 97 60 1,134 3,907 $ 1,809 $ 190 255 150 45 252 70 148 513 265 210 2,326 283 95 60 1,052 3,816 1,686 181 245 148 47 258 68 152 555 271 205 year (2)(3) $ 2,582 $ 2,577 $ 310 $ 294 $ 324 $ 306 $ 691 $ 639 $ 3,907 $ 3,816 Total AFS securities backed by pools of residential mortgages a percentage of total AFS securities Total prime, Alt-A and subprime/option ARM as a percentage of total AFS securities 4.2% 1.4% 4.1% 1.3% (1) Includes the fair value and amortized cost of option adjustable rate mortgages (“ARM”) within RMBS, totaling $256 million and $227 million, respectively. (2) Does not include the fair value of trading securities totaling $86 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $86 million in trading securities consisted of $78 million prime, $4 million Alt-A and $4 million subprime. (3) Does not include the amortized cost of trading securities totaling $84 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $84 million in trading securities consisted of $76 million prime, $3 million Alt-A and $5 million subprime. (4) Based upon the rating designations determined and provided by the major credit rating agencies (Fitch, Moody’s and S&P). For securities where the ratings assigned by the major credit agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings. None of these investments included any direct investments in subprime lenders or mortgages. We are not aware of material exposure to subprime loans in our alternative asset portfolio. 82 The following summarizes our investments in AFS securities backed by pools of commercial mortgages (in millions) as of December 31, 2018: Multiple Property Fair Value Amortized Cost Single Property Fair Value Amortized Cost CRE CDOs Total Fair Value Amortized Cost Fair Value Amortized Cost $ $ $ $ $ Type CMBS CRE CDOs Total by type (1)(2) Rating AAA AA A BB and below Total by rating (1)(2)(3) Origination Year 2008 and prior 2010 2011 2012 2013 2015 2016 2017 2018 Total by origination year (1)(2) $ 792 $ - 792 $ 777 $ 6 3 6 792 $ 23 $ 3 11 27 156 10 82 315 165 792 $ 800 $ - 800 $ 789 $ 6 3 2 800 $ 17 $ 3 10 27 158 10 87 324 164 800 $ 12 $ - 12 $ - $ 7 5 - 12 $ 12 $ - - - - - - - - 12 $ 11 $ - 11 $ - $ 6 5 - 11 $ 11 $ - - - - - - - - 11 $ - $ 13 13 $ - $ - - 13 13 $ 13 $ - - - - - - - - 13 $ - $ 8 8 $ - $ - - 8 8 $ 8 $ - - - - - - - - 8 $ 804 $ 13 817 $ 777 $ 13 8 19 817 $ 48 $ 3 11 27 156 10 82 315 165 817 $ 811 8 819 789 12 8 10 819 36 3 10 27 158 10 87 324 164 819 Total AFS securities backed by pools of commercial mortgages as a percentage of total AFS securities 0.9% 0.9% (1) Does not include the fair value of trading securities totaling $7 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. These trading securities consisted entirely of CMBS. (2) Does not include the amortized cost of trading securities totaling $7 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. These trading securities consisted entirely of CMBS. (3) Based upon the rating designations determined and provided by the major credit rating agencies (Fitch, Moody’s and S&P). For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings. As of December 31, 2018, the fair value and amortized cost of our AFS exposure to monoline insurers was $424 million and $400 million, respectively. Composition by Industry Categories of our Unrealized Losses on AFS Securities When considering unrealized gain and loss information, it is important to recognize that the information relates to the position of securities at a particular point in time and may not be indicative of the position of our investment portfolios subsequent to the balance sheet date. Further, because the timing of the recognition of realized investment gains and losses through the selection of which securities are sold is largely at management’s discretion, it is important to consider the information provided below within the context of the overall unrealized gain or loss position of our investment portfolios. These are important considerations that should be included in any evaluation of the potential effect of securities in an unrealized loss position on our future earnings. 83 The composition by industry categories of all securities in an unrealized loss position (in millions) as of December 31, 2018, was as follows: Fair Value % Fair Value Amortized Cost % Amortized Cost $ 3,666 2,623 3,442 1,981 1,729 2,013 1,723 979 2,232 1,158 1,101 820 857 837 331 776 520 600 611 758 $ 8.3% 6.0% 7.8% 4.5% 3.9% 4.6% 3.9% 2.2% 5.1% 2.6% 2.5% 1.9% 2.0% 1.9% 0.8% 1.8% 1.2% 1.4% 1.4% 1.7% 3,855 2,805 3,616 2,126 1,845 2,117 1,821 1,065 2,313 1,224 1,155 871 907 884 378 820 564 642 652 798 8.3% 6.0% 7.8% 4.6% 4.0% 4.6% 3.9% 2.3% 5.0% 2.6% 2.5% 1.9% 2.0% 1.9% 0.8% 1.8% 1.2% 1.4% 1.4% 1.7% Gross % Gross Unrealized Unrealized $ Losses and OTTI 189 182 174 145 116 104 98 86 81 66 54 51 50 47 47 44 44 42 41 40 Losses and OTTI 7.7% 7.4% 7.1% 6.0% 4.7% 4.3% 4.0% 3.5% 3.3% 2.7% 2.2% 2.1% 2.1% 1.9% 1.9% 1.8% 1.8% 1.7% 1.7% 1.7% 15,161 43,918 $ 34.5% 100.0% $ 15,905 46,363 34.3% 100.0% $ 744 2,445 30.4% 100.0% 46.7% 50.2% 100.0% Banking Food and beverage Electric Pharmaceuticals Chemicals Healthcare Diversified manufacturing Independent Technology Midstream Transportation services Media – entertainment Property and casualty Retailers Oil field services Automotive Government owned, no guarantee Life Railroads Aerospace Industries with unrealized losses less than $40 million Total by industry Total by industry as a percentage of total AFS securities As of December 31, 2018, the fair value and amortized cost of securities subject to enhanced analysis and monitoring for potential changes in unrealized loss position was $121 million and $153 million, respectively. 84 Mortgage Loans on Real Estate The following tables summarize key information on mortgage loans on real estate (in millions): Credit Quality Indicator Current Delinquent (1) Foreclosure (2) Total mortgage loans on real estate Credit Quality Indicator Current Delinquent (1) Foreclosure (2) Total mortgage loans on real estate Commercial Residential As of December 31, 2018 Total $ $ 13,012 $ - - 13,012 $ 247 1 - 248 $ $ 13,259 1 - 13,260 Commercial Residential As of December 31, 2017 Total $ $ 10,760 $ - 2 10,762 $ - - - - $ $ 10,760 - 2 10,762 % 100.0% 0.0% 0.0% 100.0% % 100.0% 0.0% 0.0% 100.0% (1) As of December 31, 2018, nine commercial loans and two residential loans were delinquent. As of December 31, 2017, no mortgage loans were delinquent. (2) As of December 31, 2018, no mortgage loans were in foreclosure. As of December 31, 2017, one commercial mortgage loan was in foreclosure. As of December 31, 2018, no commercial mortgage loans on real estate were impaired. As of December 31, 2017, three commercial mortgage loans on real estate were impaired, or less than 1% of the total dollar amount of commercial mortgage loans on real estate. No residential mortgage loans on real estate were impaired as of December 31, 2018 or 2017. The total outstanding principal and interest on the mortgage loans on real estate that were two or more payments delinquent as of December 31, 2018 and 2017, was $1 million and $4 million, respectively. See Note 1 for more information regarding our accounting policy relating to the impairment of mortgage loans on real estate. The carrying value of mortgage loans on real estate by business segment (in millions) was as follows: By Segment Annuities Retirement Plan Services Life Insurance Group Protection Other Operations $ Total mortgage loans on real estate $ As of December 31, 2017 2018 3,962 3,599 3,829 1,089 781 13,260 $ $ 3,244 3,141 3,628 332 417 10,762 85 The composition of commercial mortgage loans (in millions) by property type, geographic region and state is shown below: Property Type Apartment Office building Retail Industrial Other commercial Mixed use Hotel/motel Total Geographic Region Pacific South Atlantic West South Central East North Central Middle Atlantic Mountain East South Central West North Central New England Total As of December 31, 2018 Carrying Value % As of December 31, 2018 Carrying Value % $ $ $ $ 4,074 3,216 2,428 2,419 602 199 74 13,012 3,717 3,081 1,632 1,397 976 706 590 530 383 13,012 $ State Exposure 31.3% CA 24.7% TX 18.7% MD 18.6% GA 4.6% FL 1.5% OH 0.6% NY 100.0% VA WA 28.6% TN 23.7% PA 12.6% NC 10.7% IL 7.5% WI 5.4% OR 4.5% MA 4.1% AZ 2.9% Other states under 2% 100.0% Total $ 2,965 1,539 657 611 580 535 488 482 466 447 418 394 325 320 286 281 272 1,946 13,012 22.8% 11.8% 5.0% 4.7% 4.5% 4.1% 3.8% 3.7% 3.6% 3.4% 3.2% 3.0% 2.5% 2.5% 2.2% 2.2% 2.1% 14.9% 100.0% The following tables show the principal amount (in millions) of our commercial and residential mortgage loans by origination year and by year in which the principal is contractually obligated to be repaid: Origination Year 2013 and prior 2014 2015 2016 2017 2018 Total Principal Repayment Year 2019 2020 2021 2022 2023 2024 and thereafter Total As of December 31, 2018 Commercial Residential Total % $ $ 3,097 1,267 1,842 2,047 2,063 2,713 13,029 $ $ - - - - - 240 240 $ $ 3,097 1,267 1,842 2,047 2,063 2,953 13,269 23.4% 9.5% 13.9% 15.4% 15.5% 22.3% 100.0% As of December 31, 2018 Commercial Residential Total % $ $ 489 494 875 808 858 9,505 13,029 $ $ 3 3 3 3 4 224 240 $ $ 492 497 878 811 862 9,729 13,269 3.7% 3.8% 6.6% 6.1% 6.5% 73.3% 100.0% See Note 5 for information regarding our loan-to-value and debt-service coverage ratios and our valuation allowance for loan losses. 86 Alternative Investments Investment income (loss) on alternative investments by business segment (in millions) was as follows: Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total (1) For the Years Ended December 31, 2016 2017 2018 $ $ 27 15 161 14 5 222 $ $ 23 11 119 8 4 165 $ $ 11 5 54 3 2 75 (1) Includes net investment income on the alternative investments supporting the required statutory surplus of our insurance businesses. As of December 31, 2018 and 2017, alternative investments included investments in 237 and 224 different partnerships, respectively, and the portfolio represented approximately 1% of our overall invested assets. The partnerships do not represent off-balance sheet financing and generally involve several third-party partners. Some of our partnerships contain capital calls, which require us to contribute capital upon notification by the general partner. These capital calls are contemplated during the initial investment decision and are planned for well in advance of the call date. The capital calls are not material in size and are not material to our liquidity. Alternative investments are accounted for using the equity method of accounting and are included in other investments on our Consolidated Balance Sheets. Non-Income Producing Investments As of December 31, 2018 and 2017, the carrying amount of fixed maturity securities, mortgage loans on real estate and real estate that were non-income producing was $7 million and $9 million, respectively. Net Investment Income Details underlying net investment income (in millions) and our investment yield were as follows: $ Net Investment Income Fixed maturity AFS securities Equity AFS securities Trading securities Equity securities Mortgage loans on real estate Real estate Policy loans Invested cash Commercial mortgage loan prepayment and bond make-whole premiums (1) Alternative investments (2) Consent fees Other investments Investment income Investment expense Net investment income $ For the Years Ended December 31, 2016 2017 2018 4,209 - 84 4 496 1 123 26 79 222 4 23 5,271 (186) 5,085 $ $ 4,163 12 94 - 440 2 135 11 139 165 6 2 5,169 (179) 4,990 $ $ 4,138 11 100 - 422 2 140 14 120 75 5 5 5,032 (158 ) 4,874 (1) See “Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information. (2) See “Alternative Investments” above for additional information. 87 Interest Rate Yield Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses Commercial mortgage loan prepayment and bond make-whole premiums Alternative investments Net investment income yield on invested assets For the Years Ended December 31, 2016 2017 2018 4.44% 4.55% 4.70% 0.07% 0.21% 4.72% 0.14% 0.16% 4.85% 0.12% 0.08% 4.90% Average invested assets at amortized cost $ For the Years Ended December 31, 2016 2017 2018 102,844 107,731 $ $ 99,553 We earn investment income on our general account assets supporting fixed annuity, term life, whole life, UL, interest-sensitive whole life and the fixed portion of retirement plan and VUL products. The profitability of our fixed annuity 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 contract holder on our average fixed account values, including the fixed portion of variable. Net investment income and the interest rate yield table each include commercial mortgage loan prepayments and bond make-whole premiums, alternative investments and contingent interest and standby real estate equity commitments. These items can vary significantly from period to period due to a number of factors and, therefore, can provide results that are not indicative of the underlying trends. Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums Prepayment and make-whole premiums are collected when borrowers elect to call or prepay their debt prior to the stated maturity. A prepayment or make-whole premium allows investors to attain the same yield as if the borrower made all scheduled interest payments until maturity. These premiums are designed to make investors indifferent to prepayment. The decrease in prepayment and make-whole premiums when comparing 2018 to 2017 was attributable primarily to decreased refinancing activity. Realized Gain (Loss) Related to Certain Investments Details of the realized gain (loss) related to certain investments (in millions) were as follows: Fixed maturity AFS securities: (1) Gross gains Gross losses Gross OTTI Equity AFS securities: Gross gains Gross OTTI Gain (loss) on other investments (2) Associated amortization of DAC, VOBA, DSI and DFEL and changes in other contract holder funds Total realized gain (loss) related to certain investments For the Years Ended December 31, 2016 2017 2018 $ $ 38 (80) (7) - - (13) $ 19 (44) (20) 6 - (12) 70 (133) (101) 7 (1) (68) (22) (84) $ (21) (72) $ (24) (250) $ (1) These amounts are represented net of related fair value hedging activity. See Note 6 for more information. (2) Includes market adjustments on equity securities still held of $(17) million for the year ended December 31, 2018. Amortization of DAC, VOBA, DSI and DFEL and changes in other contract holder funds reflect an assumption for an expected level of credit-related investment losses. When actual credit-related investment losses are realized, we recognize a true-up to our DAC, VOBA, DSI and DFEL amortization and changes in other contract holder funds within realized losses reflecting the incremental effect of actual versus expected credit-related investment losses. These actual to expected amortization adjustments could create volatility in net realized gains and losses. Realized gains and losses generally originate from asset sales to reposition the portfolio or to respond to product experience. During 2018 and 2017, we sold securities for gains and losses. 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 sell the security prior to a recovery of value. However, 88 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 AFS. We expect to continue to manage all non-trading invested assets within our portfolios in a manner that is consistent with the AFS classification. We consider economic factors and circumstances within industries and countries where recent write-downs have occurred in our assessment of the position 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 strategy 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. When the detailed analysis by our external asset managers and investment portfolio managers leads us to the conclusion that a security’s decline in fair value is other-than-temporary, the security is written down to estimated recovery value. In instances where declines are considered temporary, the security will continue to be carefully monitored. See “Critical Accounting Policies and Estimates – Investments – Write-downs for OTTI and Valuation Allowances” above for additional information on our portfolio management strategy. Details underlying write-downs taken as a result of OTTI (in millions) were as follows: OTTI Recognized in Net Income (Loss) Fixed maturity AFS securities: Corporate bonds ABS RMBS CMBS State and municipal bonds Total fixed maturity securities Equity AFS securities Gross OTTI recognized in net income (loss) Associated amortization of DAC, VOBA, DSI and DFEL Net OTTI recognized in net income (loss) For the Years Ended December 31, 2016 2017 2018 $ $ (5) $ (1) (1) - - (7) - (7) - (7) $ (13) $ (2) (2) (2) (1) (20) - (20) 2 (18) $ (80) (5) (11) (2) (3) (101) (1) (102) - (102) The $7 million of impairments taken during 2018 were all credit-related impairments. The decrease in write-downs for OTTI when comparing 2018 to 2017 was primarily attributable to the stabilization of certain corporate bond holdings within the energy and other commodity sectors that experienced deteriorating fundamentals in prior years. We recognized less than $1 million of OTTI in OCI for the years ended December 31, 2018 and 2017. We recognized $55 million of gross OTTI in OCI, offset by $12 million for the change in DAC, VOBA, DSI and DFEL, for the year ended December 31, 2016. The decrease in OTTI recognized in OCI was primarily attributable to the fair values and recovery values being more aligned on impaired securities resulting in a decline of the non-credit portion of the impairment. REINSURANCE Our insurance companies cede insurance to other companies. The portion of our life insurance risks exceeding each of our insurance companies’ retention limit is reinsured with other insurers. We seek life and annuity reinsurance coverage to limit our exposure to mortality losses and/or to enhance our capital and risk management. We acquire other reinsurance as applicable with retentions and limits that management believes are appropriate for the circumstances. The consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” reflect insurance premiums, insurance fees, benefits and DAC amortization net of insurance ceded. Our insurance companies remain liable if their reinsurers are unable to meet contractual obligations under applicable reinsurance agreements. We utilize inter-company reinsurance agreements to manage our statutory capital position as well as our hedge program for variable annuity guarantees. With regard to risk retention from a consolidated basis, these inter-company agreements do not have an effect on our consolidated financial statements. For information regarding reserve financing and LOC expenses from inter- company reinsurance agreements, see “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Uses of Capital – Contractual Obligations” below. We focus on obtaining reinsurance from a diverse group of reinsurers. We have established standards and criteria for our use and selection of reinsurers. In order for a new reinsurer to participate in our current program, we require the reinsurer to have an A.M. Best rating of A+ or greater or an S&P rating of AA- or better and a specified RBC percentage. If the reinsurer does not have these ratings, 89 we generally require them to post collateral as described below; however, we may initially waive the collateral requirements based on the facts and circumstances. In addition, we may require collateral from a reinsurer to mitigate credit/collectability risk. Typically, in such cases, the reinsurer must either maintain minimum specified ratings and RBC ratios or establish the specified quality and quantity of collateral. Similarly, we have also required collateral in connection with books of business sold pursuant to indemnity reinsurance agreements. Reinsurers, including affiliated reinsurers, that are not licensed, accredited or authorized in the state of domicile of the reinsured (“ceding company”), i.e., unauthorized reinsurers, are required to post statutorily prescribed forms of collateral for the ceding company to receive reinsurance credit. The three primary forms of collateral are: (i) qualifying assets held in a reserve credit trust; (ii) irrevocable, unconditional, evergreen LOCs issued by a qualified U.S. financial institution; and (iii) assets held by the ceding company in a segregated funds withheld account. Collateral must be maintained in accordance with the rules of the ceding company’s state of domicile and must be readily accessible by the ceding company to cover claims under the reinsurance agreement. Accordingly, our insurance subsidiaries require unauthorized reinsurers to post acceptable forms of collateral to support their reinsurance obligations to us. Effective October 1, 2018, we entered into a Modco agreement with Athene to reinsure fixed and fixed indexed annuity products, which resulted in a $7.5 billion deposit asset reflected within other assets on our Consolidated Balance Sheets as of December 31, 2018. For additional information, see “Results of Annuities – Income (Loss) from Operations – Additional Information” above and Note 9. Our amounts recoverable from reinsurers represent receivables from and reserves ceded to reinsurers. As of December 31, 2018, approximately 84%, or $14.8 billion, of our total reinsurance recoverable was secured by collateral for our benefit. Of this amount, $14.5 billion was held by reinsurers in reserve credit trusts (such reserve credit trusts are held by non-affiliated reinsurers; therefore, they are not reflected on our Consolidated Balance Sheets), $1.7 billion was reflected as funds withheld reinsurance liabilities on our Consolidated Balance Sheets as of December 31, 2018, although only $224 million can be utilized as collateral due to excess funds withheld above the reinsurance recoverable from our reinsurers, and $95 million was secured by LOCs for which we are the beneficiary, an off-balance sheet arrangement. We regularly evaluate the financial condition of our reinsurers and monitor concentration risk with our largest reinsurers at least annually. We monitor all of our existing reinsurers’ financial strength ratings on a monthly basis. We also monitor our reinsurers’ financial health, trends and commitment to the reinsurance business, statutory surplus, RBC levels, statutory earnings and fluctuations, current claims payment aging and our reinsurers’ own reinsurers. In addition, we present at least annually information regarding our reinsurance exposures to the Finance Committee of our Board of Directors. For more discussion of our counterparty risk with our reinsurers, see “Part I – Item 1A. Risk Factors – Operational Matters – We face risks of non-collectability of reinsurance and increased reinsurance rates, which could materially affect our results of operations.” For more information about reinsurance, see Notes 9 and 14 and “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow – Insurance Subsidiaries’ Statutory Capital and Surplus” below. For factors that could cause actual results to differ materially from those set forth in this section, see “Part I – Item 1A. Risk Factors” and “Forward-Looking Statements – Cautionary Language” above. REVIEW OF CONSOLIDATED FINANCIAL CONDITION Liquidity and Capital Resources Sources of Liquidity and Cash Flow 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 and investment income, while sources of cash flows from investing activities result from maturities and sales of invested assets. Our operating activities provided cash of $1.9 billion, $788 million and $1.3 billion in 2018, 2017 and 2016, respectively. When considering our liquidity and cash flow, it is important to distinguish between the needs of our insurance subsidiaries and the needs of the holding company, LNC. As a holding company with no operations of its own, LNC derives its cash primarily from its operating subsidiaries. The sources of liquidity 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 and the ongoing availability of long-term public financing under an SEC-filed shelf registration statement. 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, acquisitions and investment in core businesses. 90 Details underlying the primary sources of our holding company cash flows (in millions) were as follows: Dividends from Subsidiaries The Lincoln National Life Insurance Company First Penn-Pacific Lincoln Investment Management Company Lincoln National Management Corporation Lincoln National Reinsurance Company (Barbados) Limited $ Total dividends from subsidiaries $ For the Years Ended December 31, 2016 2017 2018 910 15 25 - 75 1,025 $ $ 954 20 20 75 - 1,069 $ $ 950 20 40 25 - 1,035 Loan Repayments and Interest from Subsidiaries Interest on inter-company notes $ 145 $ 122 $ 96 Other Cash Flow Items Amounts received from (paid for taxes on) stock option exercises and restricted stock, net $ 2 $ 60 $ 34 The table above 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 inter-company cash management program (discussed below). Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest effect on net cash flows at the holding company. Also excluded from this analysis is the modest amount of investment income on short-term investments of the holding company. See “Part IV – Item 15(a)(2) Financial Statement Schedules – Schedule II – Condensed Financial Information of Registrant” for the parent company cash flow statement. 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. 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, The Lincoln National Life Insurance Company (“LNL”), may pay dividends to LNC without prior approval of the Indiana Insurance Commissioner (the “Commissioner”) only from unassigned surplus or must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding 12 consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner or the insurer’s statutory net gain from operations for the previous 12 months, but in no event to exceed statutory unassigned surplus. Indiana law gives the Commissioner broad discretion to disapprove requests for dividends in excess of these limits. LNL’s subsidiaries, the Lincoln Life & Annuity Company of New York (“LLANY”), a New York- domiciled insurance company, and LLACB, a New Hampshire-domiciled company, are bound by similar restrictions, under New York law and New Hampshire law, respectively. Under both New York and New Hampshire law, the applicable statutory limitation on dividends is equal to the lesser of 10% of surplus to contract holders as of the end of the immediately preceding calendar year or net gain from operations for the immediately preceding calendar year, not including realized capital gains. Indiana law also provides that following the payment of any dividend, the insurer’s contract holders’ surplus must be reasonable in relation to its outstanding liabilities and adequate for its financial needs, and permits the Commissioner to bring an action to rescind a dividend that violates these standards. In the event the Commissioner determines that the contract holders’ 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. We expect our domestic insurance subsidiaries could pay dividends of approximately $825 million in 2019 without prior approval from the respective state commissioners. The amount of surplus that our insurance subsidiaries could pay as dividends is constrained by the amount of surplus we hold to maintain our ratings, to provide an additional layer of margin for risk protection and for future investment in our businesses. We maintain an investment portfolio of various holdings, types and maturities. These investments are subject to general credit, liquidity, market and interest rate risks. An extended disruption in the credit and capital markets could adversely affect LNC and its subsidiaries’ ability to access sources of liquidity, and there can be no assurance that additional financing will be available to us on favorable terms, or at all, in the current market environment. In addition, further OTTI could reduce our statutory surplus, leading to lower RBC ratios and potentially reducing future dividend capacity from our insurance subsidiaries. 91 Insurance Subsidiaries’ Statutory Capital and Surplus Our insurance subsidiaries must maintain certain regulatory capital levels. We utilize the RBC ratio as a primary measure of the capital adequacy of our insurance subsidiaries. The RBC ratio is an important factor in the determination of the credit and financial strength ratings of LNC and its subsidiaries, as a reduction in our insurance subsidiaries’ surplus may affect their RBC ratios and dividend-paying capacity. For a discussion of RBC ratios, see “Part I – Item 1. Business – Regulatory – Insurance Regulation – Risk-Based Capital.” Our regulatory capital levels are also affected by statutory accounting rules, which are subject to change by each applicable insurance regulator. Our term products and UL products containing secondary guarantees require reserves calculated pursuant to XXX and AG38, respectively. As discussed in “Part I – Item 1A. Risk Factors – Legislative, Regulatory, and Tax – Attempts to mitigate the impact of Regulation XXX and Actuarial Guideline 38 may fail in whole or in part resulting in an adverse effect on our financial condition and result of operations,” our insurance subsidiaries employ strategies to reduce the strain caused by XXX and AG38 by reinsuring the business to reinsurance captives. Our captive reinsurance and reinsurance subsidiaries provide a mechanism for financing a portion of the excess reserve amounts in a more efficient manner. We use long-dated LOCs and debt financing as well as other financing strategies to finance those reserves. Included in the LOCs issued as of December 31, 2018, was approximately $3.3 billion of long-dated LOCs issued to support inter-company reinsurance arrangements for UL products containing secondary guarantees ($350 million will expire in 2019, $1.0 billion will expire in 2021 and $1.9 billion relates to arrangements that will expire by 2031). For information on the LOCs, see the credit facilities table in Note 13. Our captive reinsurance and reinsurance subsidiaries have also issued long-term notes of $3.1 billion to finance a portion of the excess reserves as of December 31, 2018; of this amount, $2.1 billion involve exposure to VIEs. For information on these long-term notes issued by our captive reinsurance and reinsurance subsidiaries, see Note 4. We have also used the proceeds from senior note issuances of $875 million to execute long-term structured solutions primarily supporting reinsurance of UL products containing secondary guarantees. LOCs and related capital market solutions lower the capital effect of term products and UL products containing secondary guarantees. While we believe we have sufficient capital to support the statutory reserves on this business, an inability to obtain efficient capital market solutions could affect our returns on these types of products. Our captive reinsurance and reinsurance subsidiaries free up capital the insurance subsidiaries can use for any number of purposes, including paying dividends to the holding company. The NAIC’s adoption of the Valuation Manual that defines a principles-based reserving framework for newly issued life insurance policies was effective January 1, 2017. Principles-based reserving places a greater weight on our past experience and anticipated future experience as well as considers current economic conditions in calculating life insurance product reserves in accordance with statutory accounting principles. We adopted the framework for our newly issued term business in 2017 and will phase in the framework by January 1, 2020, for all other newly issued life insurance products. We believe that these changes may reduce our future use of captive reinsurance and reinsurance subsidiaries for reserve financing transactions for our life insurance business. For more information on principles-based reserving, see “Part I – Item 1. Business – Regulatory – Insurance Regulation.” Statutory reserves established for variable annuity contracts and riders are sensitive to changes in the equity markets and are affected by the level of account values relative to the level of any guarantees, product design and reinsurance arrangements. As a result, the relationship between reserve changes and equity market performance is non-linear during any given reporting period. Market conditions greatly influence the ultimate capital required due to its effect on the valuation of reserves and derivative assets hedging these reserves. We also utilize inter-company reinsurance arrangements to manage our hedge program for variable annuity guarantees. The NAIC is currently in the process of implementing changes to the statutory reserving, capital and accounting framework for variable annuities that will go into effect as of January 1, 2020. The NAIC is also considering modifications to the NAIC RBC C-1 capital charges for bonds, which may impact the level of the C-1 related RBC we are required to hold. For more information, see “Part I – Item 1A. Risk Factors – Federal Regulation – Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.” Changes in equity markets may also affect the capital position of our insurance subsidiaries. We may decide to reallocate available capital among our insurance subsidiaries, including our captive reinsurance subsidiaries, which would result in different RBC ratios for our insurance subsidiaries. In addition, changes in the equity markets can affect the value of our variable annuity separate accounts. When the market value of our separate account assets increases, the statutory surplus within our insurance subsidiaries also increases. Contrarily, when the market value of our separate account assets decreases, the statutory surplus within our insurance subsidiaries may also decrease, which may affect RBC ratios, and in the case of our separate account assets becoming less than the related product liabilities, we must allocate additional capital to fund the difference. We continue to analyze the use of our existing captive reinsurance structures, as well as additional third-party reinsurance arrangements, and our current hedging strategies relative to managing the effects of equity markets and interest rates on the statutory reserves, statutory capital and the dividend capacity of our life insurance subsidiaries. Financing Activities Although our subsidiaries currently generate adequate cash flow to meet the needs of our normal operations, periodically we may issue debt or equity securities to maintain ratings and increase liquidity, as well as to fund internal growth, acquisitions and the retirement of our debt and equity securities. 92 We currently have an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units and depository shares. Details underlying debt and financing activities (in millions) for the year ended December 31, 2018, were as follows: Maturities, Change in Fair Repayments Value and Issuance Refinancing Hedges Beginning Balance Other Ending Changes (1) Balance Short-Term Debt Current maturities of long-term debt Long-Term Debt Senior notes Bank borrowing (2) Capital securities (3) Total long-term debt $ $ $ 450 $ - $ (450) $ - $ - $ - 3,687 - 1,207 4,894 $ $ 1,100 200 - 1,300 $ $ (287) $ - - (287) $ (63) $ - - (63) $ (5) $ - - (5) $ 4,432 200 1,207 5,839 (1) Includes the net increase (decrease) in commercial paper, non-cash reclassification of long-term debt to current maturities of long- term debt, accretion (amortization) of discounts and premiums, amortization of debt issuance costs and amortization of adjustments from discontinued hedges, as applicable. (2) We refinanced a $250 million floating rate loan that was scheduled to mature on June 6, 2018, into a $200 million floating rate loan maturing on June 6, 2023. (3) To hedge the variability in rates, we purchased interest rate swaps to lock in a fixed rate of approximately 5% over the remaining terms of the capital securities. On February 12, 2018, we completed the issuance and sale of $150 million aggregate principal amount of our 4.00% senior notes due 2023 and $450 million aggregate principal amount of our 4.35% senior notes due 2048. We used these proceeds to repurchase $200 million of our 7.00% senior notes due 2018 and $287 million of our 8.75% senior notes due 2019. In addition, on February 12, 2018, we completed the issuance and sale of $500 million aggregate principal amount of our 3.80% senior notes due 2028. We used these proceeds, together with cash on hand and other arrangements, to fund our acquisition as described in Note 3. As of December 31, 2018, the holding company had available liquidity of $465 million. Available liquidity consists of cash and invested cash, excluding cash held as collateral, and certain short-term investments that can be readily converted into cash, net of commercial paper outstanding. For more information about our short-term and long-term debt and our credit facilities and LOCs, see Note 13. We have not accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales. For information about our collateralized financing transactions on our investments, see “Payables for Collateral on Investments” in Note 5. If current credit ratings or claims-paying ratings were downgraded in the future, terms in our derivative agreements may be triggered, which could negatively affect overall liquidity. For the majority of our counterparties, there is a termination event with respect to LNC if its long-term senior debt ratings drop below BBB-/Baa3 (S&P/Moody’s); or with respect to LNL if its financial strength ratings drop below BBB-/Baa3 (S&P/Moody’s). Our long-term senior debt held a rating of A-/Baa1 (S&P/Moody’s) as of December 31, 2018. In addition, contractual selling agreements with intermediaries could be negatively affected, which could have an adverse effect on overall sales of annuities, life insurance and investment products. See “Part I – Item 1A. Risk Factors – Liquidity and Capital Position – A decrease in the capital and surplus of our insurance subsidiaries may result in a downgrade to our credit and insurer financial strength ratings” and “Part I – Item 1A. Risk Factors – Covenants and Ratings – A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors” for more information. See “Part I – Item 1. Business – Financial Strength Ratings” for additional information on our current financial strength ratings. Our indicative credit ratings published by the primary rating agencies are set forth below. Securities are rated at the time of issuance so actual ratings may differ from the indicative ratings. There may be other rating agencies that also provide credit ratings, which we do not disclose in our reports. The long-term credit rating scales of A.M. Best, Fitch, Moody’s and S&P are characterized as follows: • A.M. Best – aaa to d • Fitch – AAA to D • Moody’s – Aaa to C • S&P – AAA to D 93 As of February 14, 2019, our indicative long-term credit ratings as published by the principal rating agencies that rate our long-term credit were as follows: A.M. Best a- (7th of 22) Fitch BBB+ (8th of 21) Moody's Baa1 (8th of 21) S&P A- (7th of 22) The short-term credit rating scales of A.M. Best, Fitch, Moody’s and S&P 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 of February 14, 2019, our indicative short-term credit ratings as published by the principal rating agencies that rate our short-term credit were as follows: A.M. Best AMB-1 (2nd of 6) Fitch F2 (3rd of 8) Moody's P-2 (2nd of 4) S&P A-2 (3rd of 7) 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 in “Part I – Item 1. Business – Financial Strength Ratings.” All ratings are on outlook stable, except Fitch ratings, which are on outlook positive. 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 we can maintain these ratings. Each rating should be evaluated independently of any other rating. Management monitors the covenants associated with LNC’s capital securities. If we fail to meet capital adequacy or net income and stockholders’ equity levels (also referred to as “trigger events”), terms in the agreements may be triggered, which would require us to make interest payments in accordance with an alternative coupon satisfaction mechanism (“ACSM”). This would generally require us to use commercially reasonable efforts to pay interest in full on the capital securities with the net proceeds from sales of our common stock and warrants to purchase our common stock with an exercise price greater than the market price. We would have to utilize the ACSM until the trigger events above no longer existed. If we were required to utilize the ACSM and were successful in selling sufficient shares of common stock or warrants to satisfy the interest payment, we would dilute the current holders of our common stock. Furthermore, while a trigger event is occurring and if we do not pay accrued interest in full, we may not, among other things, pay dividends on or repurchase our capital stock. We have not triggered either the net income test or the overall stockholders’ equity test looking forward to the quarters ending March 31, 2019, and June 30, 2019. For more information, see “Part I – Item 1A. Risk Factors – Covenants and Ratings – We will be required to pay interest on our capital securities with proceeds from the issuance of qualifying securities if we fail to achieve specified capital adequacy or net income and stockholders’ equity levels.” Alternative Sources of Liquidity In order to manage our capital more efficiently, we have an inter-company cash management program where certain subsidiaries can lend to or borrow from the holding company to meet short-term borrowing needs. The cash management program is essentially a series of demand loans between LNC and participating subsidiaries that reduces overall borrowing costs by allowing LNC and its subsidiaries to access internal resources instead of incurring third-party transaction costs. As of December 31, 2018, the holding company had a net outstanding receivable (payable) of $(12) million from (to) certain subsidiaries resulting from loans made by subsidiaries in excess of amounts placed (borrowed) by the holding company and subsidiaries in the inter-company cash management account. Any change in holding company cash management program balances is offset by the immediate and equal change in holding company cash and invested cash. Loans under the cash management program are permitted under applicable insurance laws subject to certain restrictions. For our Indiana and New Hampshire-domiciled insurance subsidiaries, the borrowing and lending limit is currently 3% of the insurance company’s admitted assets as of its most recent year end. For our New York-domiciled insurance subsidiary, it may borrow from LNC less than 2% of its admitted assets as of the last year end but may not lend any amounts to LNC. Our insurance subsidiaries, by virtue of their general account fixed-income investment holdings, can access liquidity through securities lending programs and repurchase agreements. Our primary insurance subsidiary, LNL, is a member of the Federal Home Loan Bank of Indianapolis (“FHLBI”). Membership allows LNL access to the FHLBI’s financial services, including the ability to obtain loans and to issue funding agreements as an alternative source of liquidity that are collateralized by qualifying mortgage-related assets, agency securities 94 or U.S. Treasury securities. LNL had an estimated maximum borrowing capacity of $5.0 billion under the FHLBI facility as of December 31, 2018. Borrowings under this facility are subject to the FHLBI’s discretion and require the availability of qualifying assets at LNL. As of December 31, 2018, our insurance subsidiaries had investments with a carrying value of $4.2 billion out on loan or subject to repurchase agreements. The cash received in our securities lending programs and repurchase agreements is typically invested in cash equivalents, short-term investments or fixed maturity securities. For additional details, see “Payables for Collateral on Investments” in Note 5. Cash Flows from Collateral on Derivatives Our cash flows associated with collateral received from and posted with counterparties change as the market value of the underlying derivative contract changes. As the value of a derivative asset decreases (or increases), the collateral required to be posted by our counterparties would also decrease (or increase). Likewise, when the value of a derivative liability decreases (or increases), the collateral we are required to post to our counterparties would also decrease (or increase). During 2018, our collateral payable for derivative investments decreased due primarily to increasing interest rates that decreased the fair values of our associated over-the-counter derivative investments. In the event of adverse changes in fair value of our derivative instruments, we may need to post collateral with a counterparty if our net derivative liability position reaches certain contractual levels. If we do not have sufficient high quality securities or cash and invested cash to provide as collateral, we have liquidity sources, as discussed above, to leverage that would be eligible for collateral posting. For additional information, see “Credit Risk” in Note 6. Divestitures For a discussion of our divestitures, see Note 3. Uses of Capital Our principal uses of cash are to pay policy claims and benefits, operating expenses, commissions and taxes, to purchase new investments, to purchase reinsurance, to fund policy surrenders and withdrawals, to pay dividends to our stockholders, to repurchase our stock and to repay debt. Return of Capital to Common Stockholders One of the Company’s primary goals is to provide a return to our common stockholders through share price accretion, dividends and stock repurchases. In determining dividends, the Board of Directors takes into consideration items such as current and expected earnings, capital needs, rating agency considerations and requirements for financial flexibility. The amount and timing of share 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. Free cash flow for the holding company generally represents the amount of dividends and interest received from subsidiaries less interest paid on debt. Details underlying this activity (in millions) were as follows: Dividends to common stockholders Repurchase of common stock Total cash returned to stockholders Number of shares repurchased For the Years Ended December 31, 2017 2018 2016 $ $ $ $ 286 810 1,096 13.2 $ $ 259 725 984 10.4 236 879 1,115 19.3 On October 31, 2018, our Board of Directors approved an increase of the quarterly dividend on our common stock from $0.33 to $0.37 per share. Additionally, we may repurchase additional shares of common stock during 2019 depending on market conditions and alternative uses of capital. For more information regarding share repurchases, see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – (c) Issuer Purchases of Equity Securities.” 95 Other Uses of Capital In addition to the amounts in the table above in “Return of Capital to Common Stockholders,” other uses of holding company cash flow (in millions) were as follows: Debt service (interest paid) Capital contribution to subsidiaries Total For the Years Ended December 31, 2016 2017 2018 $ $ 286 502 788 $ $ 257 60 317 $ $ 285 - 285 The above 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 inter-company cash management account. Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest effect on net cash flows at the holding company. We made an investment in our Group Protection business through our acquisition of Liberty Life, now a subsidiary of LNL, which impacted our liquidity and capital position. For additional information on our acquisition, see “Introduction – Executive Summary” above and Note 3. Contractual Obligations Details underlying our future estimated cash payments for our contractual obligations (in millions) as of December 31, 2018, were as follows: Future contract benefits and other contract holder obligations (1) Short-term and long-term debt (2) Reserve financing and LOC expenses (3) Payables for collateral on investments (4) Operating leases (5) Capital leases (5) Football stadium naming rights (6) Retirement and other plans (7) Total Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years $ $ 20,208 - 70 3,930 44 97 8 110 24,467 $ $ 35,413 600 135 - 81 126 16 213 36,584 $ $ 29,018 1,000 119 - 69 158 8 209 30,581 $ $ 107,984 4,086 399 - 88 28 - 494 113,079 Total $ $ 192,623 5,686 723 3,930 282 409 32 1,026 204,711 (1) Estimates are based on financial projections over 40 years. New business issued or acquired, business ceded or sold, changes to or variances from actuarial assumptions and economic conditions will cause these amounts to change over time, possibly materially. See Note 1 for details of what these liabilities include and represent. (2) Represents principal amounts of debt only. See Note 13 for additional information. (3) Estimates are based on the level of capacity we expect to utilize during the life of the LOCs and other reserve financing arrangements. See Note 13 for additional information. (4) Excludes collateral payable held for derivative investments. See Note 5 for additional information. (5) See Note 14 for additional information. (6) (7) Includes a maximum annual increase related to the Consumer Price Index. See Note 14 for additional information. Includes anticipated funding for benefit payments for our retirement and postretirement plans through 2028 and known payments under deferred compensation arrangements. In addition to these benefit payments, we periodically fund the employees’ defined benefit plans. The majority of contributions and benefit payments are made by our insurance subsidiaries with little effect on holding company cash flow. See Note 17 for additional information. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits as of December 31, 2018, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority. Therefore, $16 million of unrecognized tax benefits and its associated interest have been excluded from the contractual obligations table above. See Note 7 for additional information. 96 Contingencies and Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity or capital resources. Details underlying our contingent commitments and off-balance sheet arrangements (in millions) as of December 31, 2018, were as follows: Bank lines of credit Investment commitments Total Significant Trends in Sources and Uses of Cash Flow Amount of Commitment Expiring per Period Less Than 1 Year 1 - 3 Years 3 - 5 Years After 5 Years $ $ 350 1,366 1,716 $ $ 2,500 279 2,779 $ $ - 258 258 $ $ 1,996 220 2,216 Total Amount Committed 4,846 2,123 6,969 $ $ As stated above, LNC’s cash flow, as a holding company, is largely dependent upon the dividend capacity of its insurance company subsidiaries as well as their ability to advance funds to it through inter-company borrowing arrangements, which may be affected by factors influencing the insurance subsidiaries’ RBC and statutory earnings performance. We currently expect to be able to meet the holding company’s ongoing cash needs and to have sufficient capital to offer downside protection in the event that the capital and credit markets experience a period of extreme volatility and disruption. A decline in capital market conditions, which reduces our insurance subsidiaries’ statutory surplus and RBC, may require them to retain more capital and may pressure our subsidiaries’ dividends to the holding company, which may lead us to take steps to preserve or raise additional capital. For factors that could cause actual results to differ materially from those set forth in this section and that could affect our expectations for liquidity and capital, see “Part I – Item 1A. Risk Factors” and “Forward-Looking Statements – Cautionary Language” above. 97 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 considers diversification. 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 risk, equity market risk, credit risk and, to a lesser extent, foreign currency exchange risk. The exposures of financial instruments to market risks, and the related risk management processes, are most important to our business where most of the invested assets support accumulation and investment-oriented insurance products. As an important element of our integrated asset-liability management processes, we use derivatives to minimize the effects of changes in interest levels, the shape of the yield curve, currency movements and volatility. In this context, derivatives serve to minimize 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. Our primary sources of market risk are substantial, relatively rapid and sustained increases or decreases in interest rates or a sharp drop in equity market values. These market risks are discussed in detail in the following pages and should be read in conjunction with our consolidated financial statements and the accompanying Notes presented in “Item 8. Financial Statements and Supplementary Data,” as well as “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Interest Rate Risk Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates. We are exposed to interest rate risk arising from our fixed maturity securities and interest sensitive liabilities. With respect to accumulation and investment-oriented products, we seek to earn a stable and profitable spread, or margin, between investment income we earn on our invested assets and interest credited to account values of our contract holders. If we have adverse experience on investments that cannot be passed on to customers, our spreads are reduced. The combination of a probable range of interest rate changes over the next 12 months, asset-liability management strategies, flexibility in adjusting policy crediting rate levels and protection afforded by policy surrender charges all work together to mitigate this risk. The interest rate scenarios of concern are those in which there is a substantial, relatively prolonged decrease in interest rates that is sustained over a long period or a rapid increase in interest rates. 98 Significant Interest Rate Exposures The following provides a general measure of our significant interest rate risk; principal, including amortization of premiums and discounts, notional amounts, and estimated fair values of assets, liabilities and derivatives are shown by year of maturity (dollars in millions) as of December 31, 2018: 2019 2020 2021 2022 2023 Thereafter Total Estimated Fair Value Rate Sensitive Assets Fixed maturity AFS securities: Fixed interest rate securities Average interest rate Variable interest rate securities $ Average interest rate $ Trading securities: Fixed interest rate securities Average interest rate Variable interest rate securities $ Average interest rate $ 3,676 $ 5.3% 27 $ 5.3% 3,918 $ 4.7% 25 $ 4.5% 4,748 $ 4.4% 93 $ 6.0% 4,077 $ 4.0% 91 $ 4.2% 4,351 $ 4.1% 11 $ 3.2% 70,180 $ 4.7% 1,232 $ 5.6% 90,950 $ 4.6% 1,479 $ 5.5% 92,454 1,570 300 $ 7.1% - $ 0.0% 86 $ 6.7% - $ 0.0% 57 $ 4.0% - $ 0.0% 25 $ 6.2% - $ 0.0% 50 $ 6.4% 1 $ 3.4% 1,273 $ 6.4% 31 $ 6.2% 1,791 $ 6.5% 32 $ 6.1% 1,914 36 Mortgage loans on real estate: Total mortgage loans Average interest rate Rate Sensitive Liabilities Investment type $ 492 $ 4.7% 497 $ 4.7% 878 $ 4.6% 811 $ 4.3% 862 $ 4.2% 9,729 $ 4.1% 13,269 $ 4.2% 13,092 $ insurance contracts (1) Average interest rate (1) Debt Average interest rate Rate Sensitive Derivative Financial Instruments Interest rate and foreign currency swaps: 1,771 $ 5.1% - $ 0.0% $ 1,860 $ 4.6% 300 $ 6.3% 2,552 $ 4.4% 300 $ 4.9% 2,392 $ 3.9% 300 $ 4.2% 2,302 $ 4.0% 700 $ 3.9% 26,340 $ 4.2% 4,086 $ 4.9% 37,217 $ 4.2% 5,686 $ 4.8% 37,108 5,604 $ $ $ Pay variable/receive fixed Average pay rate Average receive rate Pay fixed/receive variable Average pay rate Average receive rate Interest rate cap corridors: Average buy strike rate (2) Average sell strike rate (2) Forward swap curve Reverse Treasury locks: 5-year on-the-run treasury $ Average strike rate Forward CMT curve (3) 10-year on-the-run Treasury $ Average strike rate Forward CMT curve (3) 30-year on-the-run Treasury $ Average strike rate Forward CMT curve (3) 838 $ 3.0% 1.9% 2 $ 3.9% 3.8% 8,250 $ 7.0% 11.0% 2.6% 70 $ 3.0% 2.6% 110 $ 3.1% 2.8% 787 $ 3.0% 3.0% 1,318 $ 2.7% 2.8% 326 $ 3.8% 2.7% 8,750 $ 7.0% 11.0% 2.6% - $ 0.0% 0.0% - $ 0.0% 0.0% 385 $ 3.2% 3.1% 382 $ 2.4% 2.2% 550 $ 1.8% 2.6% 8,000 $ 7.0% 11.0% 2.8% - $ 0.0% 0.0% - $ 0.0% 0.0% 15 $ 3.2% 3.1% Interest rate futures: 2-year Treasury notes 5-year Treasury notes 10-year Treasury notes Treasury bonds $ 781 $ 1,689 104 391 - $ - - - - $ - - - 556 $ 2.9% 3.5% 1,074 $ 2.0% 2.5% 1,000 $ 7.0% 11.0% 2.8% 3,058 $ 2.6% 2.6% 681 $ 2.3% 2.7% 13,500 $ 7.0% 11.0% 2.9% 26,728 $ 2.7% 2.9% 15,316 $ 3.0% 2.8% 12,300 $ 6.0% 10.0% 3.0% 32,882 $ 2.7% 2.9% 17,949 $ 2.9% 2.8% 51,800 $ 6.8% 10.8% 2.8% - $ 0.0% 0.0% - $ 0.0% 0.0% - $ 0.0% 0.0% - $ - - - - $ 0.0% 0.0% - $ 0.0% 0.0% - $ 0.0% 0.0% - $ - - - - $ 0.0% 0.0% - $ 0.0% 0.0% - $ 0.0% 0.0% 70 $ 3.0% 2.6% 110 $ 3.1% 2.8% 1,187 $ 3.1% 3.1% - $ - - - 781 $ 1,689 104 391 224 (64) 17 - 4 15 - - - - (1) The information shown is for our fixed maturity securities and mortgage loans on real estate that support these insurance contracts. (2) The indexes are the 7-year and 10-year constant maturity swap. (3) The Constant Maturity Treasury (“CMT”) curve is the applicable 10-year or 30-year CMT forward curve. 99 The following provides the principal, including amortization of premiums and discounts, notional amounts, and estimated fair values of assets, liabilities and derivatives (in millions) having significant interest rate risks as of December 31, 2017: Fixed maturity AFS securities Trading securities Mortgage loans on real estate Investment type insurance contracts (1) Debt Interest rate and foreign currency swaps Interest rate cap corridors Reverse Treasury locks Interest rate futures $ $ Principal/ Notional Estimated Fair Value Amount 94,840 1,620 10,877 37,712 5,494 313 6 22 - 86,993 1,425 10,762 35,887 5,123 34,480 42,750 1,485 472 (1) The information shown is for our fixed maturity securities and mortgage loans on real estate that support these insurance contracts. Effect of Interest Rate Sensitivity The following table presents our estimate of the effect on income (loss) from operations by segment (in millions) for the next 12-month period if the level of interest rates were to instantaneously increase or decrease by 1% and remain at those levels immediately after December 31, 2018, relative to interest rates remaining flat: Annuities (1) Retirement Plan Services Life Insurance Group Protection Other Operations Income (loss) from operations $ $ 1% Increase (12) $ 1% Decrease 16 (3) (13) (1) - (1) $ 6 12 1 - 7 (1) Includes the impact on bond funds in our separate accounts, which move in the opposite direction of interest rates. For purposes of this estimate, we assumed asset purchases are made at prevailing new money rates and exclude impact of pre- investments, asset sales, calls and prepayments, new business, unlocking, persistency, hedge program performance or customer behavior caused by the interest rate changes. Interest Rate Risk on Fixed Insurance Businesses – Falling Rates 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. Moreover, borrowers may prepay fixed-income securities, commercial mortgages and MBS in our general accounts 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 because many of our contracts have guaranteed minimum interest or crediting rates, our spreads could decrease and potentially become negative. Prolonged historically low rates are not healthy for our business fundamentals. However, we have recognized this risk and have been proactive in our investment strategies, product designs, crediting rate strategies and overall asset-liability practices to mitigate the risk of unfavorable consequences in this type of environment. For some time now, new products have been sold with low minimum crediting floors, and we apply disciplined asset-liability management standards, such as locking in spreads on these products at the time of issue. See “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” for additional information on interest rate risks. 100 The following provides detail on the percentage differences between the December 31, 2018, interest rates being credited to contract holders based on the fourth quarter of 2018 declared rates and the respective minimum guaranteed policy rate (in millions), broken out by contract holder account values reported within our segments: Excess of Crediting Rates over Contract Minimums Discretionary rate setting products: (2) Occurring within the next twelve months: (3) No difference Up to 0.50% 0.51% to 1.00% 1.01% to 1.50% 1.51% to 2.00% 2.01% to 2.50% 2.51% to 3.00% 3.01% or greater Occurring after the next twelve months (4) Total discretionary rate setting products Other contracts (5) Total account values Percentage of discretionary rate setting product account Account Values Retirement Annuities Plan Services Life Insurance (1) Total % Account Values $ $ 8,875 $ 2,494 2,193 1,632 437 40 16 - 5,944 21,631 3,835 25,466 $ 13,149 $ 1,098 509 1,608 113 - - - - 16,477 3,289 19,766 $ 33,558 $ 79 133 - 149 - - - - 33,920 - 33,920 $ 55,583 3,671 2,835 3,240 699 40 16 - 5,944 72,028 7,124 79,152 70.2% 4.6% 3.6% 4.1% 0.9% 0.1% 0.0% 0.0% 7.5% 91.0% 9.0% 100.0% values at minimum guaranteed rates 41.0% 79.8% 98.9% 77.2% (1) Excludes policy loans. (2) 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. (3) The average crediting rates were 34 basis points, 17 basis points and 1 basis point in excess of average minimum guaranteed rates for our Annuities, Retirement Plan Services and Life Insurance segments, respectively. (4) The average crediting rates were 132 basis points in excess of average minimum guaranteed rates. Of our account values for these products, 13% are scheduled to reset in more than one year but not more than two years; 18% are scheduled to reset in more than two years but not more than three years; and 69% are scheduled to reset in more than three years. (5) For Annuities, this amount relates primarily to income annuity and short-term dollar cost averaging business. For Retirement Plan Services, this amount relates primarily to indexed-based rate setting products in which the average crediting rates were 41 basis points in excess of average minimum guaranteed rates, and 52% of account values were already at their minimum guaranteed rates. 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. Long-Term New Money Investment Yield Sensitivity New money rates continue to be at low levels and, as a result, require careful analysis when forecasting the future direction of changes in rates. If we change our view of future new money rates and lower our current long-term new money investment yield assumption, then, assuming that all other assumptions remain constant, we estimate the impact of lowering this assumption by 50 basis points would be approximately $(160) million to income (loss) from operations due primarily to unlocking our DAC and VOBA assets. This impact would be most pronounced in our Life Insurance segment. The actual impact of a 50 basis point decline in the yield would be based upon a number of factors existing at the time of the assumption update, and, therefore, the actual amount of the loss may differ from our current estimate. In addition, lower investment margins may also impact the recoverability of intangible assets such as goodwill, require the establishment of additional liabilities or trigger loss recognition events on certain policyholder liabilities. Interest Rate Risk on Fixed Insurance Businesses – Rising Rates For both annuities and universal life insurance, a rapid 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 1 to 10 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 101 be wide enough to cause increased surrenders that could cause us to liquidate a portion of our portfolio to fund these 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 entering into interest rate cap corridor agreements. With these instruments in place, the potential adverse effect of a rapid and sustained rise in rates is kept within our risk tolerances. Debt 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. See Note 13 for additional information on our debt. Derivatives See Note 6 for information on our derivatives used to hedge our exposure to changes in interest rates. Equity Market Risk Equity market risk is the risk of financial loss due to changes in the value of equity securities or equity indices. Our revenues, assets and liabilities are exposed to equity market risk that we often hedge with derivatives. Due to the use of our RTM process and our hedging strategies, we expect that, in general, short-term fluctuations in the equity markets should not have a significant effect on our quarterly earnings from unlocking of assumptions for DAC, VOBA, DSI and DFEL. However, earnings are affected by equity market movements on account values and assets under management and the related fees we earn on those assets. Refer to “Critical Accounting Policies and Estimates – DAC, VOBA, DSI and DFEL” in the MD&A for further discussion of the effects of equity markets on our RTM. Fee Income The 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. Equity 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. Derivatives Hedging Equity Market Risk We enter into derivative transactions to hedge our exposure to equity market risk. Such derivatives include over-the-counter equity options, total return swaps, variance swaps, and equity futures. See Note 6 for additional information on our derivatives used to hedge our exposure to equity market fluctuations. 102 The following provides the sensitivity of price changes (in millions) to our equity assets owned and derivatives hedging equity market risk: Carrying/ Notional Value As of December 31, 2018 10% Fair Value Increase (1) Estimated Fair Value As of December 31, 2017 10% Fair Value Decrease (1) Carrying/ Notional Value Estimated Fair Value Equity Assets Domestic equities Foreign equities Total equity securities Real estate Hedge funds Private equities Tax credits Other equity interests Total equity assets Derivatives Hedging Equity Market Risk Call options (based on S&P 500) Equity futures Put options Total return swaps Variance swaps Total derivatives hedging equity market risk $ $ $ $ $ $ 107 9 116 12 222 1,503 20 3 1,876 11,227 1,078 3,716 11,292 - $ $ $ 91 8 99 16 222 1,503 20 3 1,863 219 - 590 269 - $ $ $ 9 1 10 2 22 150 2 - 186 86 (100) (78) (389) - (9) $ (1) (10) (2) (22) (150) (2) - (186) $ (82) $ 100 115 494 - $ $ $ 237 9 246 11 239 1,224 31 3 1,754 8,787 1,689 9,033 9,384 3 237 9 246 12 239 1,224 31 3 1,755 475 - (271) (177) (15) $ 27,314 $ 1,077 $ (481) $ 627 $ 28,896 $ 12 (1) Assumes a plus or minus 10% change in underlying indexes. Estimated fair value does not reflect daily settlement of futures or monthly settlement of total return swaps. Liabilities We have exposure to changes in our stock price through both our deferred and stock-based incentive compensation plans. For additional information on our deferred and stock-based incentive compensations plans, see Notes 17 and 18, respectively. Effect of Equity Market Sensitivity If the level of the equity markets were to have instantaneously increased or decreased by 1% immediately after December 31, 2018, we estimate the effect on income (loss) from operations for the next 12-month period from the change in asset-based fees and related expenses would be approximately $10 million. For purposes of this estimate, we excluded any effect related to net flows, unlocking, persistency, hedge program performance, customer behavior or reduction in account values attributable to contract holder assessments. The effect of quarterly equity market changes upon fee income and asset-based expenses is generally not fully recognized in the first quarter of the change because fee income is earned and related expenses are incurred 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 affects fee income in subsequent periods. Additionally, the effect on earnings may not necessarily be symmetrical with comparable increases or decreases in the equity markets. 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 and is concentrated primarily in our Annuities and Retirement Plan Services segments. 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 and fixed annuity contracts, switching among investment alternatives available within variable products, changes in sales production levels or changes in policy persistency. For purposes of this guidance, the change in account values is assumed to correlate with the change in the relevant index. Credit Risk Credit risk is the risk to earnings and capital that arises from uncertainty of an obligor’s or counterparty’s ability or willingness to meet its obligations in accordance with contractually agreed upon terms. We are exposed to credit risk primarily by our investments in corporate bonds and mortgage loans on real estate and through our use of derivatives. 103 Investments The majority of our credit risk is concentrated in investment holdings. Our portfolio of invested assets was $115.2 billion and $113.1 billion as of December 31, 2018 and 2017, respectively. Of this total, $82.0 billion and $83.6 billion consisted of corporate bonds and $13.3 billion and $10.8 billion consisted of mortgage loans on real estate as of December 31, 2018 and 2017, respectively. 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. Additional diversification limits, such as limits per industry, are also applied. 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. Derivatives We are exposed to counterparty credit risk through our various derivative contracts. We depend 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. See Note 6 for additional information on managing the credit risk of our counterparties. We are also exposed to credit risk through the use of certain derivatives. We buy credit default swaps to minimize our exposure to credit- related events with respect to a single entity or referenced index. We also sell credit default swaps to offer credit protection to our contract holders and investors with respect to a single entity or referenced index. See Note 6 for additional information on our use of credit derivatives. Foreign Currency Exchange Risk Foreign Currency Denominated Investments Foreign currency exchange risk is the risk of financial loss due to changes in the relative value between currencies. We have foreign currency exchange risk in our non-U.S. dollar denominated investments, which primarily consist of fixed maturity securities. The currency risk is hedged using foreign currency derivatives of the same currency as the foreign denominated security. We invest in fixed maturity securities denominated in foreign currencies for incremental return and risk diversification relative to U.S. dollar-denominated securities. We use foreign currency swaps to hedge the foreign exchange risk related to our investment in fixed maturity securities denominated in foreign currencies. Our foreign currency risk was predominantly hedged as of December 31, 2018, and fully hedged as of December 31, 2017. As of December 31, 2018, our unhedged positions consisted of $10 million of principal in U.S. dollar equivalents of Canadian-denominated investments with maturity dates up to 2025 and an average interest rate of 2%. See “Interest Rate Risk – Significant Interest Rate Exposures” above for our notional amounts in U.S. dollar equivalents (in millions) by year of maturity for our foreign currency swaps. See Note 6 for additional information on our foreign currency swaps used to hedge our exposure to foreign currency exchange risk. 104 Item 8. Financial Statements and Supplementary Data MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting for Lincoln National Corporation to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with United States of America generally accepted accounting principles. 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 our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States of America generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) 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 consolidated 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 with policies or procedures. Management assessed our internal control over financial reporting as of December 31, 2018, 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 (2013 framework). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our 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 consolidated financial statements for external reporting purposes in accordance with United States of America generally accepted accounting principles. Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Liberty Life Assurance Company of Boston, which is included in the 2018 consolidated financial statements of the Company and constituted less than 2% of total assets as of December 31, 2018, and 9% and 2% of total revenues and net income, respectively, for the year then ended. The effectiveness of our internal control over financial reporting as of December 31, 2018, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included on the following page. 105 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lincoln National Corporation Opinion on Internal Control over Financial Reporting We have audited Lincoln National Corporation’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, Lincoln National Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria. As indicated in the accompanying Management Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Liberty Life Assurance Company of Boston, which is included in the 2018 consolidated financial statements of the Company and constituted less than 2% of total assets as of December 31, 2018 and 9% and 2% of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Liberty Life Assurance Company of Boston. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 20, 2019, expressed an unqualified opinion thereon. Basis for Opinion The Company’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 included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. 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, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting 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; (2) 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. /s/ Ernst & Young LLP Philadelphia, Pennsylvania February 20, 2019 106 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lincoln National Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lincoln National Corporation (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2019, expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1966. Philadelphia, Pennsylvania February 20, 2019 107 LINCOLN NATIONAL CORPORATION CONSOLIDATED BALANCE SHEETS (in millions, except share data) ASSETS Investments: Available-for-sale securities, at fair value: Fixed maturity securities (amortized cost: 2018 – $92,429; 2017 – $86,993) Equity securities (cost: 2017 – $247) Trading securities Equity securities Mortgage loans on real estate Real estate Policy loans Derivative investments Other investments Total investments Cash and invested cash Deferred acquisition costs and value of business acquired Premiums and fees receivable Accrued investment income Reinsurance recoverables Funds withheld reinsurance assets Goodwill Other assets Separate account assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities Future contract benefits Other contract holder funds Short-term debt Long-term debt Reinsurance related embedded derivatives Funds withheld reinsurance liabilities Payables for collateral on investments Other liabilities Separate account liabilities Total liabilities Contingencies and Commitments (See Note 14) Stockholders’ Equity Preferred stock – 10,000,000 shares authorized Common stock – 800,000,000 shares authorized; 205,862,760 and 218,090,114 shares issued and outstanding as of December 31, 2018, and December 31, 2017, respectively Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity Total liabilities and stockholders’ equity See accompanying Notes to Consolidated Financial Statements 108 As of December 31, 2017 2018 $ 94,024 $ - 1,950 99 13,260 12 2,509 1,107 2,255 115,216 2,345 10,264 570 1,119 17,748 557 1,782 15,713 132,833 298,147 $ $ $ 34,648 $ 91,233 - 5,839 3 1,740 4,805 12,696 132,833 283,797 94,840 246 1,620 - 10,762 11 2,399 915 2,296 113,089 1,628 8,403 396 1,078 4,907 593 1,368 6,082 144,219 281,763 22,887 80,209 450 4,894 57 1,761 4,417 5,547 144,219 264,441 - - 5,392 8,551 407 14,350 298,147 5,693 8,399 3,230 17,322 281,763 $ $ LINCOLN NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions, except per share data) Revenues Insurance premiums Fee income Net investment income Realized gain (loss): Total other-than-temporary impairment losses on securities Portion of loss recognized in other comprehensive income Net other-than-temporary impairment losses on securities recognized in earnings Realized gain (loss), excluding other-than-temporary impairment losses on securities Total realized gain (loss) Amortization of deferred gain on business sold through reinsurance Other revenues Total revenues Expenses Interest credited Benefits Commissions and other expenses Interest and debt expense Strategic digitization expense Impairment of intangibles Total expenses Income (loss) before taxes Federal income tax expense (benefit) Net income (loss) Other comprehensive income (loss), net of tax Unrealized investment gains (losses) Foreign currency translation adjustment Funded status of employee benefit plans Total other comprehensive income (loss), net of tax Comprehensive income (loss) Net Income (Loss) Per Common Share Basic Diluted Cash Dividends Declared Per Common Share For the Years Ended December 31, 2016 2017 2018 $ $ 4,601 5,986 5,085 $ 3,256 5,619 4,990 2,987 5,244 4,874 (7) - (7) 148 141 9 602 16,424 2,617 6,786 4,763 297 76 - 14,539 1,885 244 1,641 (3,449) (9) (7) (3,465) (1,824) $ (18) - (18) (152) (170) 23 539 14,257 2,590 5,160 4,176 253 43 905 13,127 1,130 (949) 2,079 1,643 13 8 1,664 3,743 7.60 7.40 $ $ 9.36 9.22 $ $ $ (145) 43 (102) (237) (339) 73 491 13,330 2,564 4,692 4,277 331 8 - 11,872 1,458 266 1,192 709 (22) 34 721 1,913 5.09 5.03 1.36 $ 1.20 $ 1.04 $ $ $ $ See accompanying Notes to Consolidated Financial Statements 109 LINCOLN NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in millions) Common Stock Balance as of beginning-of-year Stock compensation/issued for benefit plans Retirement of common stock/cancellation of shares Balance as of end-of-year Retained Earnings Balance as of beginning-of-year Cumulative effect from adoption of new accounting standards Net income (loss) Retirement of common stock Common stock dividends declared Balance as of end-of-year Accumulated Other Comprehensive Income (Loss) Balance as of beginning-of-year Cumulative effect from adoption of new accounting standards Other comprehensive income (loss), net of tax Balance as of end-of-year Total stockholders’ equity as of end-of-year For the Years Ended December 31, 2016 2017 2018 $ $ 5,693 45 (346) 5,392 8,399 (642) 1,641 (554) (293) 8,551 $ 5,869 94 (270) 5,693 7,043 - 2,079 (455) (268) 8,399 6,298 70 (499) 5,869 6,474 - 1,192 (380) (243) 7,043 3,230 642 (3,465) 407 14,350 $ 1,566 - 1,664 3,230 17,322 $ 845 - 721 1,566 14,478 $ See accompanying Notes to Consolidated Financial Statements 110 LINCOLN NATIONAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Cash Flows from Operating Activities Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Deferred acquisition costs, value of business acquired, deferred sales inducements and deferred front-end loads deferrals and interest, net of amortization Trading securities purchases, sales and maturities, net Change in premiums and fees receivable Change in accrued investment income Change in future contract benefits and other contract holder funds Change in reinsurance related assets and liabilities Change in accrued expenses Change in federal income tax accruals Realized (gain) loss Amortization of deferred gain on business sold through reinsurance Impairment of intangibles Other Net cash provided by (used in) operating activities Cash Flows from Investing Activities Purchases of available-for-sale securities and equity securities Sales of available-for-sale securities and equity securities Maturities of available-for-sale securities Purchase of common stock in acquisition, net of cash acquired Sale of business, net Purchases of alternative investments Sales and repayments of alternative investments Issuance of mortgage loans on real estate Repayment and maturities of mortgage loans on real estate Issuance and repayment of policy loans, net Net change in collateral on investments, derivatives and related settlements Other Net cash provided by (used in) investing activities Cash Flows from Financing Activities Payment of long-term debt, including current maturities Issuance of long-term debt, net of issuance costs Payment related to early extinguishment of debt Proceeds from sales leaseback transaction Deposits of fixed account values, including the fixed portion of variable Withdrawals of fixed account values, including the fixed portion of variable Transfers to and from separate accounts, net Common stock issued for benefit plans Repurchase of common stock Dividends paid to common stockholders Net cash provided by (used in) financing activities Net increase (decrease) in cash, invested cash and restricted cash Cash, invested cash and restricted cash as of beginning-of-year Cash, invested cash and restricted cash as of end-of-year For the Years Ended December 31, 2016 2017 2018 $ 1,641 $ 2,079 $ 1,192 (81) (118) (87) (17) (105) 718 (101) 154 (141) (9) - 89 1,943 (12,650) 3,668 6,004 (1,410) (12) (314) 178 (2,927) 1,085 21 735 (193) (5,815) (537) 1,094 (23) 88 13,638 (6,007) (2,469) (6) (900) (289) 4,589 717 1,628 2,345 $ 16 121 34 (16) (1,720) 128 113 (1,119) 170 (23) 905 100 788 (10,148) 1,612 5,886 - - (357) 184 (2,058) 1,184 51 (429) (113) (4,188) - - - 62 10,797 (5,825) (1,787) 46 (725) (262) 2,306 (1,094) 2,722 1,628 $ 143 168 (54) 8 (1,024) 226 (27) 69 339 (73) - 305 1,272 (11,113) 2,959 5,364 - - (302) 238 (2,155) 942 92 415 (106) (3,666) (600) 395 (59) 85 10,053 (5,505) (1,308) 26 (879) (238) 1,970 (424) 3,146 2,722 $ See accompanying Notes to Consolidated Financial Statements 111 LINCOLN NATIONAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies Nature of Operations Lincoln National Corporation and its majority-owned subsidiaries (“LNC” or the “Company,” which also may be referred to as “we,” “our” or “us”) operate multiple insurance businesses through four business segments. See Note 21 for additional details. The collective group of businesses uses “Lincoln Financial Group” as its marketing identity. Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions. These products include fixed and indexed annuities, variable annuities, universal life insurance (“UL”), variable universal life insurance (“VUL”), linked-benefit UL, indexed universal life insurance (“IUL”), term life insurance, employer-sponsored retirement plans and services, and group life, disability and dental. Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with United States of America generally accepted accounting principles (“GAAP”). Certain GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized below. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of LNC and all other entities in which we have a controlling financial interest and any variable interest entities (“VIEs”) in which we are the primary beneficiary. As discussed in Note 3, on May 1, 2018, LNC and The Lincoln National Life Insurance Company (“LNL”) completed the acquisition of Liberty Life Assurance Company of Boston (“Liberty Life” or “LLACB”). We use the equity method of accounting to recognize all of our investments in limited liability partnerships. All material inter-company accounts and transactions have been eliminated in consolidation. Our involvement with VIEs is primarily to invest in assets that allow us to gain exposure to a broadly diversified portfolio of asset classes. A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support or where investors lack certain characteristics of a controlling financial interest. We assess our contractual, ownership or other interests in a VIE to determine if our interest participates in the variability the VIE was designed to absorb and pass onto variable interest holders. We perform an ongoing qualitative assessment of our variable interests in VIEs to determine whether we have a controlling financial interest and would therefore be considered the primary beneficiary of the VIE. If we determine we are the primary beneficiary of a VIE, we consolidate the assets and liabilities of the VIE in our consolidated financial statements. Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. Included among the material (or potentially material) reported amounts and disclosures that require extensive use of estimates are: fair value of certain invested assets and derivatives, other-than-temporary impairment (“OTTI”) and asset valuation allowances, deferred acquisition costs (“DAC”), value of business acquired (“VOBA”), deferred sales inducements (“DSI”), goodwill, future contract benefits, other contract holder funds including deferred front-end loads (“DFEL”), pension plans, stock-based incentive compensation, income taxes and the potential effects of resolving litigated matters. Business Combinations We use the acquisition method of accounting for all business combination transactions, and accordingly, recognize the fair values of assets acquired, liabilities assumed and any noncontrolling interests in our consolidated financial statements. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period as more information becomes available relative to the fair values as of the acquisition date. The consolidated financial statements include the results of operations of any acquired company since the acquisition date. Fair Value Measurement Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset or non-performance risk (“NPR”), which would include our own credit risk. Our estimate of an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as opposed to the price that would be paid to acquire the asset or receive a liability (“entry price”). Pursuant to the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”), 112 we categorize our financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique. The three-level hierarchy for fair value measurement is defined as follows: • Level 1 – inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date, except for large holdings subject to “blockage discounts” that are excluded; • Level 2 – inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies; and • Level 3 – inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability, and we make estimates and assumptions related to the pricing of the asset or liability, including assumptions regarding risk. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. When a determination is made to classify an asset or liability within Level 3 of the fair value hierarchy, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. Because certain securities trade in less liquid or illiquid markets with limited or no pricing information, the determination of fair value for these securities is inherently more difficult. However, Level 3 fair value investments may include, in addition to the unobservable or Level 3 inputs, observable components, which are components that are actively quoted or can be validated to market-based sources. Available-For-Sale Securities – Fair Valuation Methodologies and Associated Inputs Securities classified as available-for-sale (“AFS”) consist of fixed maturity securities and are stated at fair value with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”), net of associated DAC, VOBA, DSI, future contract benefits, other contract holder funds and deferred income taxes. We measure the fair value of our securities classified as AFS based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the fixed maturity security, and we consistently apply the valuation methodology to measure the security’s fair value. Our fair value measurement is based on a market approach that utilizes prices and other relevant information generated by market transactions involving identical or comparable securities. Sources of inputs to the market approach primarily include third-party pricing services, independent broker quotations or pricing matrices. We do not adjust prices received from third parties; however, we do analyze the third-party pricing services’ valuation methodologies and related inputs and perform additional evaluation to determine the appropriate level within the fair value hierarchy. The observable and unobservable inputs to our valuation methodologies are based on a set of standard inputs that we generally use to evaluate all of our AFS securities. Observable inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two- sided markets, benchmark securities, bids, offers and reference data. In addition, market indicators, industry and economic events are monitored, and further market data is acquired if certain triggers are met. For certain security types, additional inputs may be used, or some of the inputs described above may not be applicable. For private placement securities, we use pricing matrices that utilize observable pricing inputs of similar public securities and Treasury yields as inputs to the fair value measurement. Depending on the type of security or the daily market activity, standard inputs may be prioritized differently or may not be available for all AFS securities on any given day. For broker-quoted only securities, non-binding quotes from market makers or broker-dealers are obtained from sources recognized as market participants. For securities trading in less liquid or illiquid markets with limited or no pricing information, we use unobservable inputs to measure fair value. The following summarizes our fair valuation methodologies and associated inputs, which are particular to the specified security type and are in addition to the defined standard inputs to our valuation methodologies for all of our AFS securities discussed above: • Corporate bonds and U.S. government bonds – We also use Trade Reporting and Compliance EngineTM reported tables for our corporate bonds and vendor trading platform data for our U.S. government bonds. • Mortgage- and asset-backed securities (“ABS”) – We also utilize additional inputs, which include new issues data, monthly payment information and monthly collateral performance, including prepayments, severity, delinquencies, step-down features and over collateralization features for each of our mortgage-backed securities (“MBS”), which include collateralized mortgage obligations and mortgage pass through securities backed by residential mortgages (“RMBS”), commercial mortgage-backed securities (“CMBS”), collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”). State and municipal bonds – We also use additional inputs that include information from the Municipal Securities Rule Making Board, as well as material event notices, new issue data, issuer financial statements and Municipal Market Data benchmark yields for our state and municipal bonds. • 113 • Hybrid and redeemable preferred securities – We also utilize additional inputs of exchange prices (underlying and common stock of the same issuer) for our hybrid and redeemable preferred securities. In order to validate the pricing information and broker-dealer quotes, we employ, where possible, procedures that include comparisons with similar observable positions, comparisons with subsequent sales and observations of general market movements for those security classes. We have policies and procedures in place to review the process that is utilized by our third-party pricing service and the output that is provided to us by the pricing service. On a periodic basis, we test the pricing for a sample of securities to evaluate the inputs and assumptions used by the pricing service, and we perform a comparison of the pricing service output to an alternative pricing source. We also evaluate prices provided by our primary pricing service to ensure that they are not stale or unreasonable by reviewing the prices for unusual changes from period to period based on certain parameters or for lack of change from one period to the next. AFS Securities – Evaluation for Recovery of Amortized Cost We regularly review our fixed maturity AFS securities (also referred to as “debt securities”) for declines in fair value that we determine to be other-than-temporary. For our debt securities, we generally consider the following to determine whether our debt securities with unrealized losses are other- than-temporarily impaired: • The estimated range and average period until recovery; • The estimated range and average holding period to maturity; • Remaining payment terms of the security; • Current delinquencies and nonperforming assets of underlying collateral; • Expected future default rates; • Collateral value by vintage, geographic region, industry concentration or property type; • • Contractual and regulatory cash obligations. Subordination levels or other credit enhancements as of the balance sheet date as compared to origination; and For a debt security, if we intend to sell a security, or it is more likely than not we will be required to sell a debt security before recovery of its amortized cost basis and the fair value of the debt security is below amortized cost, we conclude that an OTTI has occurred and the amortized cost is written down to current fair value, with a corresponding charge to realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). If we do not intend to sell a debt security, or it is not more likely than not we will be required to sell a debt security before recovery of its amortized cost basis but the present value of the cash flows expected to be collected is less than the amortized cost of the debt security (referred to as the credit loss), we conclude that an OTTI has occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge to realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss), as this amount is deemed the credit portion of the OTTI. The remainder of the decline to fair value is recorded in other comprehensive income (“OCI”) to unrealized OTTI on AFS securities on our Consolidated Statements of Stockholders’ Equity, as this amount is considered a noncredit (i.e., recoverable) impairment. When assessing our intent to sell a debt security, or if it is more likely than not we will be required to sell a debt security before recovery of its cost basis, we evaluate facts and circumstances such as, but not limited to, decisions to reposition our security portfolio, sales of securities to meet cash flow needs and sales of securities to capitalize on favorable pricing. Management considers the following as part of the evaluation: • The current economic environment and market conditions; • Our business strategy and current business plans; • The nature and type of security, including expected maturities and exposure to general credit, liquidity, market and interest rate risk; • Our analysis of data from financial models and other internal and industry sources to evaluate the current effectiveness of our hedging and overall risk management strategies; • The current and expected timing of contractual maturities of our assets and liabilities, expectations of prepayments on investments and expectations for surrenders and withdrawals of life insurance policies and annuity contracts; • The capital risk limits approved by management; and • Our current financial condition and liquidity demands. In order to determine the amount of the credit loss for a debt security, we calculate the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover. The discount rate is the effective interest rate implicit in the underlying debt security. The effective interest rate is the original yield, or the coupon if the debt security was previously impaired. See the discussion below for additional information on the methodology and significant inputs, by security type, that we use to determine the amount of a credit loss. 114 To determine the recovery period of a debt security, we consider the facts and circumstances surrounding the underlying issuer including, but not limited to, the following: • Historical and implied volatility of the security; • Length of time and extent to which the fair value has been less than amortized cost; • Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area; • Failure, if any, of the issuer of the security to make scheduled payments; and • Recoveries or additional declines in fair value subsequent to the balance sheet date. In periods subsequent to the recognition of an OTTI, the AFS security is accounted for as if it had been purchased on the measurement date of the OTTI. Therefore, for the fixed maturity AFS security, the original discount or reduced premium is reflected in net investment income over the contractual term of the investment in a manner that produces a constant effective yield. To determine recovery value of a corporate bond, CLO or CDO, we perform additional analysis related to the underlying issuer including, but not limited to, the following: • Fundamentals of the issuer to determine what we would recover if they were to file bankruptcy versus the price at which the market is trading; • Fundamentals of the industry in which the issuer operates; • Earnings multiples for the given industry or sector of an industry that the underlying issuer operates within, divided by the outstanding debt to determine an expected recovery value of the security in the case of a liquidation; • Expected cash flows of the issuer (e.g., whether the issuer has cash flows in excess of what is required to fund its operations); • Expectations regarding defaults and recovery rates; • Changes to the rating of the security by a rating agency; and • Additional market information (e.g., if there has been a replacement of the corporate debt security). Each quarter, we review the cash flows for the MBS to determine whether or not they are sufficient to provide for the recovery of our amortized cost. We revise our cash flow projections only for those securities that are at most risk for impairment based on current credit enhancement and trends in the underlying collateral performance. To determine recovery value of a MBS, we perform additional analysis related to the underlying issuer including, but not limited to, the following: • Discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover; • Level of creditworthiness of the home equity loans or residential mortgages that back an RMBS or commercial mortgages that back a CMBS; • Susceptibility to fair value fluctuations for changes in the interest rate environment; • Susceptibility to reinvestment risks, in cases where market yields are lower than the securities’ book yield earned; • Susceptibility to reinvestment risks, in cases where market yields are higher than the book yields earned on a security; • Expectations of sale of such a security where market yields are higher than the book yields earned on a security; and • Susceptibility to variability of prepayments. When evaluating MBS and mortgage-related ABS, we consider a number of pool-specific factors as well as market level factors when determining whether or not the impairment on the security is temporary or other-than-temporary. The most important factor is the performance of the underlying collateral in the security and the trends of that performance in the prior periods. We use this information about the collateral to forecast the timing and rate of mortgage loan defaults, including making projections for loans that are already delinquent and for those loans that are currently performing but may become delinquent in the future. Other factors used in this analysis include the credit characteristics of borrowers, geographic distribution of underlying loans and timing of liquidations by state. Once default rates and timing assumptions are determined, we then make assumptions regarding the severity of a default if it were to occur. Factors that impact the severity assumption include expectations for future home price appreciation or depreciation, loan size, first lien versus second lien, existence of loan level private mortgage insurance, type of occupancy and geographic distribution of loans. Once default and severity assumptions are determined for the security in question, cash flows for the underlying collateral are projected including expected defaults and prepayments. These cash flows on the collateral are then translated to cash flows on our tranche based on the cash flow waterfall of the entire capital security structure. If this analysis indicates the entire principal on a particular security will not be returned, the security is reviewed for OTTI by comparing the expected cash flows to amortized cost. To the extent that the security has already been impaired or was purchased at a discount, such that the amortized cost of the security is less than or equal to the present value of cash flows expected to be collected, no impairment is required. Otherwise, if the amortized cost of the security is greater than the present value of the cash flows expected to be collected, and the security was not purchased at a discount greater than the expected principal loss, then impairment is recognized. We further monitor the cash flows of all of our AFS securities backed by mortgages on an ongoing basis. We also perform detailed analysis on all of our subprime, Alt-A, non-agency residential MBS and on a significant percentage of our AFS securities backed by pools of commercial mortgages. The detailed analysis includes revising projected cash flows by updating the cash flows for actual cash received and applying assumptions with respect to expected defaults, foreclosures and recoveries in the future. These revised projected cash flows 115 are then compared to the amount of credit enhancement (subordination) in the structure to determine whether the amortized cost of the security is recoverable. If it is not recoverable, we record an impairment of the security. Trading Securities Trading securities consist of fixed maturity securities in designated portfolios, some of which support modified coinsurance (“Modco”) and coinsurance with funds withheld (“CFW”) reinsurance arrangements. Investment results for the portfolios that support Modco and CFW reinsurance arrangements, including gains and losses from sales, are passed directly to the reinsurers pursuant to contractual terms of the reinsurance arrangements. Trading securities are carried at fair value, and changes in fair value and changes in the fair value of embedded derivative liabilities associated with the underlying reinsurance arrangements are recorded in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) as they occur. Equity Securities As of January 1, 2018, equity securities are carried at fair value, and changes in fair value are recorded in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) as they occur. Equity securities consist primarily of common stock of publicly-traded companies, privately placed securities and mutual fund shares. We measure the fair value of our equity securities based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the equity security. Fair values of publicly-traded equity securities are determined using quoted prices in active markets for identical or comparable securities. When quoted prices are not available, we use valuation methodologies most appropriate for the specific asset. Fair values for private placement securities are determined using discounted cash flow, earnings multiple and other valuation models. The fair values of mutual fund shares that transact regularly are based on transaction prices of identical fund shares. Alternative Investments Alternative investments, which consist primarily of investments in limited partnerships (“LPs”), are included in other investments on our Consolidated Balance Sheets. We account for our investments in LPs using the equity method to determine the carrying value. Recognition of alternative investment income is delayed due to the availability of the related financial statements, which are generally obtained from the partnerships’ general partners. As a result, our private equity investments are generally on a three-month delay and our hedge funds are on a one-month delay. In addition, the impact of audit adjustments related to completion of calendar-year financial statement audits of the investees are typically received during the second quarter of each calendar year. Accordingly, our investment income from alternative investments for any calendar-year period may not include the complete impact of the change in the underlying net assets for the partnership for that calendar-year period. Payables for Collateral on Investments When we enter into collateralized financing transactions on our investments, a liability is recorded equal to the cash or non-cash collateral received. This liability is included within payables for collateral on investments on our Consolidated Balance Sheets. Income and expenses associated with these transactions are recorded as investment income and investment expenses within net investment income on our Consolidated Statements of Comprehensive Income (Loss). Changes in payables for collateral on investments are reflected within cash flows from investing activities on our Consolidated Statements of Cash Flows. Mortgage Loans on Real Estate Mortgage loans on real estate consist of commercial and residential mortgage loans and are carried at unpaid principal balances adjusted for amortization of premiums and accretion of discounts and are net of valuation allowances. Interest income is accrued on the principal balance of the loan based on the loan’s contractual interest rate. Premiums and discounts are amortized using the effective yield method over the life of the loan. Interest income and amortization of premiums and discounts are reported in net investment income on our Consolidated Statements of Comprehensive Income (Loss) along with mortgage loan fees, which are recorded as they are incurred. Our policy is to report loans that are 60 or more days past due, which equates to two or more payments missed, as delinquent. We do not accrue interest on loans 90 days past due, and any interest received on these loans is either applied to the principal or recorded in net investment income on our Consolidated Statements of Comprehensive Income (Loss) when received, depending on the assessment of the collectability of the loan. We resume accruing interest once a loan complies with all of its original terms or restructured terms. Mortgage loans deemed uncollectible are charged against the valuation allowance, and subsequent recoveries, if any, are credited to the valuation allowance. We establish a valuation allowance to provide for the risk of credit losses inherent in our portfolio. The valuation allowance includes specific valuation allowances for loans that are deemed to be impaired as well as general valuation allowances for pools of loans with similar risk characteristics where a property risk or market specific risk has not been identified but for which we anticipate a loss may occur. Loans are considered impaired 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, a specific valuation allowance is established for the excess carrying value of the loan over its estimated value. The loan’s estimated value is based on: the present value of expected future cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or the fair 116 value of the loan’s collateral. Changes in valuation allowances are reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). General valuation allowances are primarily based on loss history adjusted for current conditions. Valuation allowances are maintained at a level we believe is adequate to absorb estimated probable credit losses. Our periodic evaluation of the adequacy of the valuation allowances is based on historical 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. Our commercial loan portfolio is primarily comprised of long-term loans secured by existing commercial real estate. We believe all of the commercial loans in our portfolio share three primary risks: borrower credit worthiness; sustainability of the cash flow of the property; and market risk; therefore, our methods of monitoring and assessing credit risk are consistent for our entire portfolio. For our commercial mortgage loan portfolio, trends in market vacancy and rental rates are incorporated into the analysis that we perform for monitored loans and may contribute to the establishment of (or an increase or decrease in) a valuation allowance. In addition, we review each loan individually in our commercial mortgage loan portfolio on an annual basis to identify emerging risks. We focus on properties that experienced a reduction in debt-service coverage or that have significant exposure to tenants with deteriorating credit profiles. Where warranted, we establish or increase a valuation allowance for a specific loan based upon this analysis. We measure and assess the credit quality of our commercial mortgage loans by using loan-to-value and debt-service coverage ratios. The loan-to-value ratio compares the principal amount of the loan to the fair value at origination of the underlying property collateralizing the loan and is commonly expressed as a percentage. Loan-to-value ratios greater than 100% indicate that the principal amount is greater than the collateral value. Therefore, all else being equal, a lower loan-to-value ratio generally indicates a higher quality loan. The debt- service coverage ratio compares a property’s net operating income to its debt-service payments. Debt-service coverage ratios of less than 1.0 indicate that property operations do not generate enough income to cover its current debt payments. Therefore, all else being equal, a higher debt-service coverage ratio generally indicates a higher quality loan. Our residential loan portfolio is primarily comprised of first lien mortgages secured by existing residential real estate. In contrast to the commercial mortgage loan portfolio, residential mortgage loans are primarily smaller-balance homogenous loans that share similar risk characteristics. Therefore, these pools of loans are collectively evaluated for inherent credit losses. Such evaluations consider numerous factors, including, but not limited to borrower credit scores, collateral values, loss forecasts, geographic location, delinquency rates and economic trends. These evaluations and assessments are revised as conditions change and new information becomes available, which can cause the valuation allowances to increase or decrease over time as such evaluations are revised. Residential mortgage loan pools exclude loans that have been impaired as those loans are evaluated individually using the evaluation framework for specific valuation allowances described above. For residential mortgage loans, our primary credit quality indicator is whether the loan is performing or nonperforming. We generally define nonperforming residential mortgage loans as those that are 60 or more days past due and/or in nonaccrual status. There is generally a higher risk of experiencing credit losses when a residential mortgage loan is nonperforming. Policy Loans Policy loans represent loans we issue to contract holders that use the cash surrender value of their life insurance policy as collateral. Policy loans are carried at unpaid principal balances. Real Estate Real estate includes both real estate held for the production of income and real estate held-for-sale. Real estate held for the production of income is carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. We periodically review properties held for the production of income for impairment. Properties whose carrying values are greater than their projected undiscounted cash flows are written down to estimated fair value, with impairment losses reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). The estimated fair value of real estate 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. Real estate classified as held-for-sale is stated at the lower of depreciated cost or fair value less expected disposition costs at the time classified as held-for-sale. Real estate is not depreciated while it is classified as held-for-sale. Also, valuation allowances are established, as appropriate, for real estate held-for-sale and any changes to the valuation allowances are reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). Real estate acquired through foreclosure proceedings is recorded at fair value at the settlement date. Derivative Instruments We hedge certain portions of our exposure to interest rate risk, foreign currency exchange risk, equity market risk and credit risk by entering into derivative transactions. All of our derivative instruments are recognized as either assets or liabilities on our Consolidated Balance Sheets at estimated fair value. We categorized derivatives into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique as discussed above in “Fair Value Measurement.” The accounting for changes in the estimated 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 117 type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged: as a cash flow hedge or a fair value hedge. 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 AOCI 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 gain or loss on the hedged item attributable to the hedged risk are recognized in net income during the period of change in estimated fair values. For derivative instruments not designated as hedging instruments, but that are economic hedges, the gain or loss is recognized in net income. We purchase and issue financial instruments and products that contain embedded derivative instruments. When it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host for measurement purposes. The embedded derivative is carried at fair value with changes in fair value recognized in net income during the period of change. We employ several different methods for determining the fair value of our derivative instruments. The fair value of our derivative contracts are measured based on current settlement values, which are based on quoted market prices, industry standard models that are commercially available and 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 measure the current fair market value of the derivative. Cash and Invested Cash Cash and invested cash is carried at cost and includes all highly liquid debt instruments purchased with an original maturity of three months or less. DAC, VOBA, DSI and DFEL Acquisition costs directly related to successful contract acquisitions or renewals of UL insurance, VUL insurance, traditional life insurance, annuities and other investment contracts have been deferred (i.e., DAC) to the extent recoverable. VOBA is an intangible asset that reflects the estimated fair value of in-force contracts in a life insurance company acquisition and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the business in force at the acquisition date. Bonus credits and excess interest for dollar cost averaging contracts are considered DSI. Contract sales charges that are collected in the early years of an insurance contract are deferred (i.e., DFEL), and the unamortized balance is reported in other contract holder funds on our Consolidated Balance Sheets. Both DAC and VOBA amortization, excluding amounts reported in realized gain (loss), is reported within commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss). DSI amortization, excluding amounts reported in realized gain (loss), is reported in interest credited on our Consolidated Statements of Comprehensive Income (Loss). The amortization of DFEL, excluding amounts reported in realized gain (loss), is reported within fee income on our Consolidated Statements of Comprehensive Income (Loss). The methodology for determining the amortization of DAC, VOBA, DSI and DFEL varies by product type. For all insurance contracts, amortization is based on assumptions consistent with those used in the development of the underlying contract adjusted for emerging experience and expected trends. Acquisition costs for UL and VUL insurance and investment-type products, which include fixed and variable deferred annuities, are generally 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. Contract lives for UL and VUL policies are estimated to be 40 years based on the expected lives of the contracts. Contract lives for fixed and variable deferred annuities are generally between 15 and 30 years, while some of our fixed multi-year guarantee products have amortization periods equal to the guarantee period. The front-end load annuity product has an assumed life of 25 years. Longer lives are assigned to those blocks that have demonstrated lower lapse experience. Acquisition costs for all traditional contracts, including traditional life insurance contracts, such as individual whole life, group business and term life insurance, are amortized over the expected premium-paying period that generally results in amortization less than 30 years. Acquisition costs are either amortized on a straight-line basis or as a level percent of premium of the related policies depending on the block of business. There is currently no DAC, VOBA, DSI or DFEL balance or related amortization for fixed and variable payout annuities. We account for modifications of insurance contracts that result in a substantially unchanged contract as a continuation of the replaced contract. We account for modifications of insurance contracts that result in a substantially changed contract as an extinguishment of the replaced contract. 118 The carrying amounts of DAC, VOBA, DSI and DFEL are adjusted for the effects of realized and unrealized gains and losses on securities classified as AFS and certain derivatives and embedded derivatives. Amortization expense of DAC, VOBA, DSI and DFEL reflects an assumption for an expected level of credit-related investment losses. When actual credit-related investment losses are realized, we recognize a true-up to our DAC, VOBA, DSI and DFEL amortization within realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) reflecting the incremental effect of actual versus expected credit-related investment losses. These actual to expected amortization adjustments can create volatility from period to period in realized gain (loss). During the third quarter of each year, we conduct our annual comprehensive review of the assumptions and the projection models used for our estimates of future gross profits underlying the amortization of DAC, VOBA, DSI and DFEL and the calculations of the embedded derivatives and reserves for life insurance and annuity products. These assumptions include, but are not limited to, capital markets, investment margins, mortality, retention, rider utilization and maintenance expenses (costs associated with maintaining records relating to insurance and individual and group annuity contracts, and with the processing of premium collections, deposits, withdrawals and commissions). Based on our review, the cumulative balances of DAC, VOBA, DSI and DFEL included on our Consolidated Balance Sheets are adjusted with an offsetting benefit or charge to revenue or amortization expense to reflect such change related to our expectations of future EGPs (“unlocking”). We may have unlocking in other quarters as we become aware of information that warrants updating assumptions outside of our annual comprehensive review. We may also identify and implement actuarial modeling refinements that result in increases or decreases to the carrying values of DAC, VOBA, DSI, DFEL, embedded derivatives and reserves for life insurance and annuity products with living benefit and death benefit guarantees. DAC, VOBA, DSI and DFEL are reviewed to ensure that the unamortized portion does not exceed the expected recoverable amounts. Reinsurance Our insurance subsidiaries enter into reinsurance agreements in the normal course of business to limit our exposure to the risk of loss and to enhance our capital management. In order for a reinsurance agreement to qualify for reinsurance accounting, the agreement must satisfy certain risk transfer conditions that include, among other items, a reasonable possibility of a significant loss for the assuming entity. When we apply reinsurance accounting, premiums, benefits and DAC amortization are reported net of insurance ceded on our Consolidated Statements of Comprehensive Income (Loss). Amounts currently recoverable, such as ceded reserves, are reported in reinsurance recoverables and amounts currently payable to the reinsurers, such as premiums, are included in other liabilities on our Consolidated Balance Sheets. Assets and liabilities and premiums and benefits from certain reinsurance contracts that grant statutory surplus relief to our insurance companies are netted on our Consolidated Balance Sheets and Consolidated Statements of Comprehensive Income (Loss), respectively, if there is a contractual right of offset. We use deposit accounting to recognize reinsurance agreements that do not transfer significant insurance risk. This accounting treatment results in amounts paid or received by our insurance subsidiaries to be considered on deposit with the reinsurer and such amounts are reported in other assets and other liabilities, respectively, on our Consolidated Balance Sheets. As amounts are paid or received, consistent with the underlying contracts, deposit assets or liabilities are adjusted. Goodwill We recognize the excess of the purchase price, plus the fair value of any noncontrolling interest in the acquiree, over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed for impairment annually as of October 1 and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We perform a quantitative goodwill impairment test where the fair value of the reporting unit is determined and compared to the carrying value of the reporting unit. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value; and a charge is reported in impairment of intangibles on our Consolidated Statements of Comprehensive Income (Loss). The results of one goodwill impairment test on one reporting unit cannot subsidize the results of another reporting unit. Other Assets and Other Liabilities Other assets consist primarily of DSI, specifically identifiable intangible assets, property and equipment owned by the Company, balances associated with corporate-owned and bank-owned life insurance, certain reinsurance assets, receivables resulting from sales of securities that had not yet settled as of the balance sheet date, debt issuance costs associated with line-of-credit arrangements, assets under capital leases and other prepaid expenses. Other liabilities consist primarily of current and deferred taxes, pension and other employee benefit liabilities, derivative instrument liabilities, certain reinsurance payables, payables resulting from purchases of securities that had not yet settled as of the balance sheet date, interest on borrowed funds, obligations under capital leases, deferred gain on business sold through reinsurance and other accrued expenses. 119 Other assets and other liabilities on our Consolidated Balance Sheets include guaranteed living benefit (“GLB”) features and remaining guaranteed interest and similar contracts that are carried at fair value, which may be reported in either other assets or other liabilities. The fair value of these items represents approximate exit price including an estimate for our NPR. Certain of these features have elements of both insurance benefits and embedded derivatives. Through our hybrid accounting approach, for reserve calculation purposes we assign product cash flows to the embedded derivative or insurance portion of the reserves based on the life-contingent nature of the benefits. We classify these GLB reserves embedded derivatives in Level 3 within the hierarchy levels described above in “Fair Value Measurement.” We report the insurance portion of the reserves in future contract benefits. The carrying values of specifically identifiable intangible assets are reviewed at least annually for indicators of impairment in value that are other-than-temporary, including unexpected or adverse changes in the following: the economic or competitive environments in which the company operates; profitability analyses; cash flow analyses; and the fair value of the relevant business operation. If there was an indication of impairment, then the discounted cash flow method would be used to measure the impairment, and the carrying value would be adjusted as necessary and reported in impairment of intangibles on our Consolidated Statements of Comprehensive Income (Loss). Sales force intangibles are attributable to the value of the new business distribution system acquired through business combinations. These assets are amortized on a straight-line basis over their useful life of 25 years. Specifically identifiable intangible assets also includes the value of customer relationships acquired (“VOCRA”) and value of distribution agreements (“VODA”) that were acquired through our business combination during 2018. See Note 3 for more information regarding specifically identifiable intangible assets acquired. Property and equipment owned for company use 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, which include buildings, computer hardware and software and other property and equipment. Certain assets on our Consolidated Balance Sheets are related to capital leases. These assets under capital leases are depreciated in a manner consistent with our current depreciation policy for owned assets. We periodically review the carrying value of our long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long- lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. Long-lived assets to be disposed of by abandonment or in an exchange for a similar productive long-lived asset are classified as held-for- use until they are disposed. Long-lived assets to be sold are classified as held-for-sale and are no longer depreciated. Certain criteria have to be met in order for the long-lived asset to be classified as held-for-sale, including that a sale is probable and expected to occur within one year. Long-lived assets classified as held-for-sale are recorded at the lower of their carrying amount or fair value less cost to sell. Other liabilities on our Consolidated Balance Sheets as of December 31, 2018, includes a deferred gain on business sold through reinsurance attributable to our annuity reinsurance agreement with Athene Holding Ltd. (“Athene”) effective October 1, 2018. We are recognizing the gain related to this transaction over the period over which the majority of account values are expected to run off, or 20 years. Separate Account Assets and Liabilities We maintain separate account assets, which are reported at fair value. The related liabilities are reported at an amount equivalent to the separate account assets. Investment risks associated with market value changes are borne by the contract holders, except to the extent of minimum guarantees made by the Company with respect to certain accounts. We issue variable annuity contracts through our separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder (traditional variable annuities). We also issue variable annuity and life contracts through separate accounts that may include various types of guaranteed death benefit (“GDB”), guaranteed withdrawal benefit (“GWB”) and guaranteed income benefit (“GIB”) features. The GDB features include those where we contractually guarantee to the contract holder either: return of no less than total deposits made to the contract less any partial withdrawals (“return of net deposits”); total deposits made to the contract less any partial withdrawals plus a minimum return (“minimum return”); or the highest contract value on any contract anniversary date through age 80. The highest contract value is increased by purchase payments and is decreased by withdrawals subsequent to that anniversary date in the same proportion that withdrawals reduce the contract value. As discussed in Note 6, certain features of these guarantees are accounted for as embedded derivative reserves, whereas other guarantees are accounted for as benefit reserves. Other guarantees contain characteristics of both and are accounted for under an approach that calculates the value of the embedded derivative reserve and the benefit reserve based on the specific characteristics of each GLB feature. We use derivative instruments to hedge our exposure to the risks and earnings volatility that result from the embedded derivatives for living benefits in certain of our variable annuity products. The change in fair value of these instruments tends to move in the opposite direction of the change in the value of the associated reserves. The net impact of these changes is reported as a component of realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). The “market consistent scenarios” used in the determination of the fair value of the GLB liability are similar to those used by an investment bank to value derivatives for which the pricing is not transparent and the aftermarket is nonexistent or illiquid. We use risk- 120 neutral Monte Carlo simulations in our calculation to value the entire block of guarantees, which involve 100 unique scenarios per policy or approximately 49 million scenarios. The market consistent scenario assumptions, as of each valuation date, are those we view to be appropriate for a hypothetical market participant. The market consistent inputs include, but are not limited to, assumptions for capital markets (e.g., implied volatilities, correlation among indices, risk-free swap curve, etc.), policyholder behavior (e.g., policy lapse, rider utilization, etc.), mortality, risk margins, maintenance expenses and a margin for profit. We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop we will continue to reassess our assumptions. It is possible that different valuation techniques and assumptions could produce a materially different estimate of fair value. Future Contract Benefits and Other Contract Holder Funds Future contract benefits represent liability reserves that we have established and carry based on estimates of how much we will need to pay for future benefits and claims. Other contract holder funds represent liabilities for fixed account values, including the fixed portion of variable, dividends payable, premium deposit funds, undistributed earnings on participating business and other contract holder funds as well as the carrying value of DFEL discussed above. The liabilities for future contract benefits and claim reserves for UL and VUL insurance policies consist of contract account balances that accrue to the benefit of the contract holders, excluding surrender charges. The liabilities for future insurance contract 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 contract issue. Investment yield assumptions for traditional direct individual life reserves for all contracts range from 2.25% to 7.75% depending on the time of contract issue. The investment yield assumptions for immediate and deferred paid-up annuities range from 1.25% to 12.75%. These investment yield assumptions are intended to represent an estimation of the interest rate experience for the period that these contract benefits are payable. The liabilities for future claim reserves for variable annuity products containing GDB features are calculated by estimating the present value of total expected benefit payments over the life of the contract from inception divided by the present value of total expected assessments over the life of the contract (“benefit ratio”) multiplied by the cumulative assessments recorded from the contract inception through the balance sheet date less the cumulative GDB payments plus interest on the liability. The change in the liability for a period is the benefit ratio multiplied by the assessments recorded for the period less GDB claims paid in the period plus interest. As experience or assumption changes result in a change in expected benefit payments or assessments, the benefit ratio is unlocked, that is, recalculated using the updated expected benefit payments and assessments over the life of the contract since inception. The revised benefit ratio is then applied to the liability calculation described above, with the resulting change in liability reported in benefits on our Consolidated Statements of Comprehensive Income (Loss). The liability for future claim reserves for long-term disability contracts for incurred and reported claims are calculated based on assumptions as to interest, claim resolution rates and offsets for other insurance including social security. Claim resolution rate assumptions and social security offsets are based on our actual experience. The interest rate assumptions used for discounting claim reserves are based on projected portfolio yield rates, after consideration for defaults and investment expenses, for assets supporting the liabilities. The incurred but not reported claim reserves are based on our experiences as to the reporting lags and ultimate loss experience. Claim reserves are subject to revision as current claim experience and projections of future factors affecting claim experience change. Claim reserves do not include a provision for adverse deviation. With respect to our future contract benefits and other contract holder funds, we continually review overall reserve position, reserving techniques and 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 contract holder 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, 2018 and 2017, participating policies comprised less than 1% of the face amount of business in force, and dividend expenses were $56 million, $57 million and $59 million for the years ended December 31, 2018, 2017 and 2016, respectively. Liabilities for the secondary guarantees on UL-type products are calculated by multiplying the benefit ratio by the cumulative assessments recorded from contract inception through the balance sheet date less the cumulative secondary guarantee benefit payments plus interest. If experience or assumption changes result in a new benefit ratio, the reserves are adjusted to reflect the changes in a manner similar to the unlocking of DAC, VOBA, DFEL and DSI. The accounting for secondary guarantee benefits impacts, and is impacted by, EGPs used to calculate amortization of DAC, VOBA, DFEL and DSI. Certain of our variable annuity contracts reported within future contract benefits contain GLB reserves embedded derivatives, a portion of which may be reported in either other assets or other liabilities, and include guaranteed interest and similar contracts, that are carried at fair value on our Consolidated Balance Sheets, which represents approximate exit price including an estimate for our NPR. Certain of these features have elements of both insurance benefits and embedded derivatives. Through our hybrid accounting approach, for reserve calculation purposes we assign product cash flows to the embedded derivative or insurance portion of the reserves based on the life- contingent nature of the benefits. We classify these GLB reserves embedded derivatives items in Level 3 within the hierarchy levels described above in “Fair Value Measurement.” We report the insurance portion of the reserves in future contract benefits. 121 The fair value of our indexed annuity contracts is based on their approximate surrender values. Borrowed Funds LNC’s short-term borrowings are defined as borrowings with contractual or expected maturities of one year or less. Long-term borrowings have contractual or expected maturities greater than one year. Contingencies and Commitments Contingencies arising from environmental remediation costs, regulatory judgments, claims, assessments, guarantees, litigation, recourse reserves, fines, penalties and other sources are recorded when deemed probable and reasonably estimable. Fee Income Fee income for investment and interest-sensitive life insurance contracts consists of asset-based fees, percent of premium charges, contract administration charges and surrender charges that are assessed against contract holder account balances. Investment products consist primarily of individual and group variable and fixed deferred annuities. Interest-sensitive life insurance products include UL insurance, VUL 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. In bifurcating the embedded derivative of our GLB features on our variable annuity products, we attribute to the embedded derivative the portion of total fees collected from the contract holder that relate to the GLB riders (the “attributed fees”), which are not reported within fee income on our Consolidated Statements of Comprehensive Income (Loss). These attributed fees represent the present value of future claims expected to be paid for the GLB at the inception of the contract plus a margin that a theoretical market participant would include for risk/profit and are reported within realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). 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 contract administration charges are assessed on a daily or monthly basis and recognized as revenue as performance obligations are met, over the period underlying customer assets are owned or advisory services are provided. 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 contract holder in accordance with contractual terms. For investment and interest-sensitive life insurance contracts, the amounts collected from contract holders are considered deposits and are not included in revenue. Insurance Premiums Our insurance premiums for traditional life insurance and group insurance products are recognized as revenue when due from the contract holder. Our 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. Our group insurance products consist primarily of term life, disability and dental. Net Investment Income Dividends and interest income, recorded in net investment income, are recognized when earned. Amortization of premiums and accretion of discounts on investments in debt securities are reflected in net investment income over the contractual terms of the investments in a manner that produces a constant effective yield. For CLOs and MBS, included in the trading and AFS fixed maturity securities portfolios, we recognize income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from originally anticipated prepayments, the retrospective effective yield is recalculated to reflect actual payments to date and a catch up adjustment is recorded in the current period. In addition, the new effective yield, which reflects anticipated future payments, is used prospectively. Any adjustments resulting from changes in effective yield are reflected in net investment income on our Consolidated Statements of Comprehensive Income (Loss). Realized Gain (Loss) Realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) includes realized gains and losses from the sale of investments, write-downs for other-than-temporary impairments of investments, changes in fair value of equity securities, certain derivative and embedded derivative gains and losses, gains and losses on the sale of subsidiaries and businesses and net gains and losses on reinsurance embedded derivatives and trading securities. Realized gains and losses on the sale of investments are determined using the specific identification method. Realized gain (loss) is recognized in net income, net of associated amortization of DAC, VOBA, DSI and DFEL. Realized gain (loss) is also net of allocations of investment gains and losses to certain contract holders and certain funds withheld on reinsurance arrangements for which we have a contractual obligation. 122 Other Revenues Other revenues consists primarily of fees attributable to broker-dealer services recorded as performance obligations are met, either at the time of sale or over time based on a contractual percentage of customer account values, changes in the market value of our seed capital investments, and proceeds from reinsurance recaptures. Other revenues earned by our Group Protection segment consist of fees from administrative services performed, which are recognized as performance obligations are met over the terms of the underlying agreements. Interest Credited Interest credited includes interest credited to contract holder account balances. Interest crediting rates associated with funds invested in the general account of LNC’s insurance subsidiaries during 2016 through 2018 ranged from 1% to 10%. Benefits Benefits for UL and other interest-sensitive life insurance products include benefit claims incurred during the period in excess of contract account balances. Benefits also include the change in reserves for life insurance products with secondary guarantee benefits, annuity products with guaranteed death and living benefits and certain annuities with life contingencies. For traditional life, group health and disability income products, benefits are recognized when incurred in a manner consistent with the related premium recognition policies. Strategic Digitization Expense Strategic digitization expense consists primarily of costs related to our enterprise-wide digitization initiative. Pension and Other Postretirement Benefit Plans Pursuant to the accounting rules for our obligations to employees and agents under our various pension and other postretirement benefit plans, we are required to make a number of assumptions to estimate related liabilities and expenses. The mortality assumption is based on actual and anticipated plan experience, determined using acceptable actuarial methods. We use assumptions for the weighted-average discount rate and expected return on plan assets 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 based on historical and projected future rates of return on the funds 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. Stock-Based Compensation In general, we expense the fair value of stock awards included in our incentive compensation plans. As of the date our stock awards are approved, the fair value of stock options is determined using a Black-Scholes options valuation methodology, and 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 performance or service period, which generally corresponds to the vesting period, and is recognized as an increase to common stock in stockholders’ equity. We apply an estimated forfeiture rate to our accrual of compensation cost. We classify certain stock awards as liabilities. For these awards, the settlement value is classified as a liability on our Consolidated Balance Sheets, and the liability is marked-to-market through net income at the end of each reporting period. Stock-based compensation expense is reflected in commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss). Interest and Debt Expense Interest expense on our short-term and long-term debt is recognized as due and any associated premiums, discounts and costs are amortized (accreted) over the term of the related borrowing utilizing the effective interest method. In addition, gains or losses related to certain derivative instruments associated with debt are recognized in interest and debt expense during the period of the change. Income Taxes We file a U.S. consolidated income tax return that includes all of our eligible subsidiaries. Ineligible subsidiaries file separate individual corporate tax returns. Subsidiaries operating outside of the U.S. are taxed, and income tax expense is recorded, based on applicable foreign statutes. Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to the extent required. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of temporary differences; the length of time carryovers can be utilized; and any tax planning strategies we would employ to avoid a tax benefit from expiring unused. 123 Foreign Currency Translation The balance sheet accounts and income statement items of foreign subsidiaries, reported in functional currencies other than the U.S. dollar are translated at the current and average exchange rates for the year, respectively. Resulting translation adjustments and other translation adjustments for foreign currency transactions that affect cash flows are reported in AOCI, a component of stockholders’ equity. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the average common shares outstanding. Diluted EPS is computed assuming the conversion or exercise of dilutive convertible preferred securities, nonvested stock, stock options, performance share units and warrants outstanding during the year. Our deferred compensation plans allow participants the option to diversify from LNC stock to other investment alternatives. When calculating our weighted-average dilutive shares, we presume the investment option will be settled in cash and exclude these shares from our calculation, unless the effect of settlement in shares would be more dilutive to our diluted EPS calculation. For any period where a loss from continuing operations is experienced, shares used in the diluted EPS calculation represent basic shares because using diluted shares would be anti-dilutive to the calculation. 124 2. New Accounting Standards Adoption of New Accounting Standards The following table provides a description of our adoption of new Accounting Standards Updates (“ASUs”) issued by the FASB and the impact of the adoption on our financial statements. ASUs not listed below were assessed and determined to be either not applicable or insignificant in presentation or amount. Date of Adoption January 1, 2018 January 1, 2018 Effect on Financial Statements or Other Significant Matters We adopted the standard and all related amendments using the modified retrospective method. Our primary sources of revenue are recognized in accordance with ASC Topic 944, Financial Services – Insurance; as such, revenue within the scope of the new standard primarily includes commissions and advisory fees earned by our broker-dealer operation, as well as group protection administrative service fees. The adoption did not have a material impact on our consolidated financial condition, results of operations, stockholders’ equity or cash flows. There were no material changes in the timing or measurement of revenues based upon the guidance. As a result, there is no cumulative effect on retained earnings. For more information, see Note 21. At the time of adoption, we had equity securities classified as AFS with a total carrying value of $246 million. We classified, prospectively, $110 million of equity securities within the scope of this ASU in a separate line on our Consolidated Balance Sheets. The remaining securities, consisting of $136 million of FHLB stock, are classified in other investments on our Consolidated Balance Sheets and carried at cost. The cumulative effect adjustment of adopting this ASU was $1 million. January 1, 2018 We retrospectively reclassified $641 million of stranded tax effects from AOCI to retained earnings in the period of adoption. Standard ASU 2014-09, Revenue from Contracts with Customers and all related amendments ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income Description This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods and services and defines a five- step process that systematically identifies the various components of the revenue recognition process, culminating with the recognition of revenue upon satisfaction of an entity’s performance obligation. Although the standard and all related amendments supersede nearly all existing revenue recognition guidance under GAAP, the guidance does not amend the accounting for insurance and investment contracts recognized in accordance with ASC Topic 944, Financial Services – Insurance, leases, financial instruments and guarantees. These amendments require, among other things, the fair value measurement of investments in equity securities and certain other ownership interests that do not result in consolidation and are not accounted for under the equity method of accounting. The change in fair value of the impacted investments in equity securities must be recognized in net income in the period of the change in fair value. In addition, the amendments include certain enhancements to the presentation and disclosure requirements for financial assets and financial liabilities. The guidance does not apply to Federal Home Loan Bank (“FHLB”) stock. Early adoption of the ASU is generally not permitted, except as defined in the ASU. These amendments require a reclassification from AOCI to retained earnings for stranded tax effects associated with the change in the federal corporate income tax rate in the Tax Cuts and Jobs Act (“Tax Act”) of 2017. The amount of the reclassification is equal to the impact of the change in deferred taxes related to amounts recorded in AOCI resulting from the change in the statutory corporate tax rate from 35% to 21%. Early adoption is permitted and retrospective application is required. 125 Future Adoption of New Accounting Standards The following table provides a description of future adoptions of new accounting standards that may have an impact on our financial statements when adopted: Projected Date of Adoption January 1, 2019 Effect on Financial Statements or Other Significant Matters The adoption of this standard and related amendments will result in the recognition of approximately $240 million in right-of-use assets and lease liabilities on our Consolidated Balance Sheets as of January 1, 2019. Comparative periods will continue to be measured and presented under historical guidance, and only the period of adoption will be subject to this ASU. Additionally, there is not a significant difference in our pattern of lease expense recognition under this ASU, and there is no impact on cash flows. January 1, 2019 We do not expect the adoption of this guidance to have a material impact on our consolidated financial condition and results of operations. January 1, 2019 We do not expect the adoption of this guidance to have a material impact on our consolidated financial condition and results of operations. Standard ASU 2016-02, Leases and all related amendments ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities Description This standard establishes a new accounting model for leases. Lessees will recognize most leases on the balance sheet as a right-of-use asset and a related lease liability. The lease liability is measured as the present value of the lease payments over the lease term with the right-of-use asset measured at the lease liability amount and including adjustments for certain lease incentives and initial direct costs. Lease expense recognition will continue to differentiate between finance leases and operating leases resulting in a similar pattern of lease expense recognition as under current GAAP. This ASU permits a modified retrospective adoption approach that includes a number of optional practical expedients that entities may elect upon adoption. Early adoption is permitted. These amendments require an entity to shorten the amortization period for certain callable debt securities held at a premium so that the premium is amortized to the earliest call date. Early adoption is permitted, and the ASU requires adoption under a modified retrospective basis through a cumulative effect adjustment to the beginning balance of retained earnings. These amendments change both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. These amendments retain the threshold of highly effective for hedging relationships, remove the requirement to bifurcate between the portions of the hedging relationship that are effective and ineffective, record hedge item and hedging instrument results in the same financial statement line item, require quantitative assessment initially for all hedging relationships unless the hedging relationship meets the definition of either the shortcut method or critical terms match method and allow the contractual specified index rate to be designated as the hedged risk in a cash flow hedge of interest rate risk of a variable rate financial instrument. These amendments also eliminate the benchmark interest rate concept for variable rate instruments. Early adoption is permitted. 126 Projected Date of Adoption January 1, 2020 Effect on Financial Statements or Other Significant Matters We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations, with a primary focus on our fixed maturity securities, mortgage loans and reinsurance recoverables. January 1, 2021 We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations. Standard ASU 2016-13, Measurement of Credit Losses on Financial Instruments ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts Description These amendments adopt a new model to measure and recognize credit losses for most financial assets. The method used to measure estimated credit losses for AFS debt securities will be unchanged from current GAAP; however, the amendments require credit losses to be recognized through an allowance rather than as a reduction to the amortized cost of those debt securities. The amendments will permit entities to recognize improvements in credit loss estimates on AFS debt securities by reducing the allowance account immediately through earnings. The amendments will be adopted through a cumulative effect adjustment to the beginning balance of retained earnings as of the first reporting period in which the amendments are effective. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. These amendments make changes to the accounting and reporting for long-duration contracts issued by an insurance entity that will significantly change how insurers account for long-duration contracts, including how they measure, recognize and make disclosures about insurance liabilities and DAC. Under this ASU, insurers will be required to review cash flow assumptions at least annually and update them if necessary. They also will have to make quarterly updates to the discount rate assumptions they use to measure the liability for future policyholder benefits. The ASU creates a new category of market risk benefits (i.e., features that protect the contract holder from capital market risk and expose the insurer to that risk) that insurers will have to measure at fair value. The ASU provides various transition methods by topic that entities may elect upon adoption. Early adoption is permitted. 3. Acquisition As previously announced, on May 1, 2018, we completed the acquisition of 100% of the capital stock of Liberty Life, which operates a group benefits business (“Liberty Group Business”) and individual life and individual and group annuity business (the “Liberty Life Business”), from Liberty Mutual Insurance Company in a transaction accounted for under the acquisition method of accounting pursuant to Business Combinations Topic 805 (“Topic 805”). The acquisition enables us to increase our market share within the group protection marketplace. In connection with the acquisition and pursuant to the Master Transaction Agreement (“MTA”), dated January 18, 2018, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2018, Liberty Life sold the Liberty Life Business on May 1, 2018, by entering into reinsurance agreements and related ancillary documents (including administrative services agreements and transition services agreements) with Protective Life Insurance Company and its wholly-owned subsidiary, Protective Life and Annuity Insurance Company (together with Protective Life Insurance Company, “Protective”), providing for the reinsurance and administration of the Liberty Life Business. Liberty Life’s excess capital of $1.8 billion was paid to Liberty Mutual Insurance Company through an extraordinary dividend at the acquisition date. We paid $1.5 billion of cash to Liberty Mutual Insurance Company to acquire the Liberty Group Business. 127 We recognized $85 million of acquisition-related costs, pre-tax, for the year ended December 31, 2018. These costs are included in commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss). The acquisition date fair values of certain assets and liabilities, including future contract benefits, intangible assets and related weighted average expected lives, commercial mortgage loans, reinsurance recoverables and deferred income taxes, are provisional and subject to revision within one year of the acquisition date. Since the May 1, 2018 acquisition date, we have adjusted provisional assets acquired by $(5) million and provisional liabilities acquired by $27 million for an increase in provisional goodwill of $32 million. Under the terms of the MTA, a final balance sheet will be agreed upon at a later date. As such, our estimates of fair values are pending finalization, which may result in adjustments to goodwill. The following table presents the preliminary fair values (in millions) of the net assets acquired related to the Liberty Group Business as of December 31, 2018: Assets Investments Mortgage loans on real estate Cash and invested cash Reinsurance recoverables Premiums and fees receivable Accrued investment income Other intangible assets acquired Other assets acquired Separate account assets Total assets acquired Liabilities Future contract benefits Other contract holder funds Other liabilities acquired Separate account liabilities Total liabilities assumed Net identifiable assets acquired Goodwill Net assets acquired Identifiable Intangible Assets Preliminary Fair Value $ $ $ $ $ $ 2,493 658 107 76 83 24 640 142 99 4,322 2,930 46 144 99 3,219 1,103 414 1,517 The following table presents the fair value of identifiable intangible assets acquired (dollars in millions): VOCRA VODA VOBA Insurance licenses Total identifiable intangible assets Weighted- Average Amortization Fair Value 576 $ 31 30 3 640 $ Period 20 13 3 N/A VOCRA and VODA are included in other assets on our Consolidated Balance Sheets and reflect the estimated fair value of these intangible assets related to the Liberty Group Business as of May 1, 2018. The value of the identifiable intangible assets was estimated using a discounted cash flow method. Significant inputs to the valuation models include estimates of expected premiums, persistency rates, investment returns, claim costs, expenses and discount rates based on a weighted average cost of capital. The carrying values of VOCRA and VODA are amortized using a straight-line method and reviewed at least annually for indicators of impairment in value that are other-than-temporary. For information on VOBA, see Notes 1 and 8. 128 The value of insurance licenses acquired was estimated using the comparable transaction method under the market approach based on arms-length transactions in which certificate authority companies with life and health insurance licenses were purchased. The value of insurance licenses has an indefinite useful life. Goodwill Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from assets acquired and liabilities assumed that could not be individually identified. The goodwill recorded as part of the acquisition is attributable to expected synergies and other benefits that management believes will result from the acquisition, including an increase in distribution strength. The goodwill resulting from the acquisition was allocated to the Group Protection segment. The goodwill is not expected to be deductible for income tax purposes. For more information on goodwill, see Notes 1 and 10. Future Contract Benefits Unpaid claims acquired reflected within future contract benefits were recorded at estimated fair value. The reserve discount rate was based on the investment yield of the assets acquired with adjustments for risk margin. The actuarial classifications and methodologies were adjusted to be consistent with our accounting policies and reserve methodologies. Financial Information Since the acquisition date of May 1, 2018, the revenues and net income of the business acquired have been included in our Consolidated Statements of Comprehensive Income (Loss) in the Group Protection segment and were $1.5 billion and $36 million, respectively, for the period ended December 31, 2018. The following unaudited pro forma condensed consolidated results of operations of the Company assume that the acquisition of Liberty Life was completed on January 1, 2017 (in millions): Revenue Net income For the Years Ended December 31, $ 2018 17,163 1,707 $ 2017 16,189 2,066 Pro forma adjustments include the revenue and net income of the acquired business for each period as well as amortization of identifiable intangible assets acquired and the fair value adjustment to acquired insurance reserves and investments. Other pro forma adjustments include the incremental increase to interest expense attributable to financing the acquisition, and the impact of reflecting acquisition and integration costs and investment expenses directly attributable to the business combination in 2017 instead of in 2018. Pro forma adjustments do not include retrospective adjustments to defer and amortize acquisition costs as would be recorded under our accounting policy. Reinsurance Pursuant to the reinsurance agreements, the Liberty Life Business was sold to Protective for a ceding commission of $423 million. Our amounts recoverable from reinsurers increased significantly to $17.7 billion as of December 31, 2018, from $4.9 billion as of December 31, 2017, primarily as a result of this reinsurance transaction. As such, Protective now represents our largest reinsurance exposure. As we are not relieved of our liability, the liabilities and obligations associated with the reinsured policies remain on our Consolidated Balance Sheets with a corresponding reinsurance recoverable from Protective. To support its obligations under the reinsurance agreements, Protective has established trust accounts for our benefit that fully collateralize the related reinsurance recoverable. We recorded a deferred tax asset attributed to a tax loss carryforward arising from the reinsurance transaction with Protective. 4. Variable Interest Entities Consolidated VIEs Reinsurance Related Notes In July 2013, we formed a new limited liability company, Lincoln Financial Limited Liability Company I (“LFLLCI”), and we became the sole equity owner of LFLLCI through our capital contribution. The activities of LFLLCI relate solely to our captive reinsurance subsidiary, the Lincoln Reinsurance Company of Vermont V (“LRCVV”), and are primarily to acquire, hold and issue notes with LRCVV as well as pay and collect interest on the notes. LFLLCI holds a surplus note issued by LRCVV that had an outstanding principal balance of $600 million as of December 31, 2018. LFLLCI issued a long-term note to LRCVV that has a principal balance that moves concurrently with any variability in the face amount of the surplus note LFLLCI received from LRCVV. We concluded that LFLLCI is a VIE and that LNC is the primary beneficiary as we have the power to direct the most significant activities affecting the performance of LFLLCI. 129 Asset and liability information (dollars in millions) for the consolidated VIEs included on our Consolidated Balance Sheets was as follows: Assets Fixed maturity securities: Total return swap Total assets As of December 31, 2018 As of December 31, 2017 Number Number of Instruments Notional Amounts Carrying Value of Notional Instruments Amounts Carrying Value 1 $ 1 $ 600 600 $ - - 1 $ 1 $ 573 573 $ - - There were no gains or losses for consolidated VIEs recognized on our Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018 and 2017. Unconsolidated VIEs Reinsurance Related Notes Effective September 30, 2014, we entered into a new transaction with a non-affiliated VIE whose primary activities are to acquire, hold and issue notes and loans, pay and collect interest on the notes and loans, and enter into derivative instruments. We issued a long-term senior note to the non-affiliated VIE in exchange for a corporate bond AFS security of like principal and duration that was assigned to one of our subsidiaries. The outstanding principal balance of this long-term senior note was $885 million as of December 31, 2018, and it is variable in nature; moving concurrently with any variability in the face amount of the corporate bond AFS security up to a maximum amount of $1.1 billion. We have concluded that we are not the primary beneficiary of the non-affiliated VIE because we do not have power over the activities that most significantly affect its economic performance. In addition, the terms of the senior note provide us with a set-off right with the corporate bond AFS security we purchased from the VIE; therefore, neither appears on our Consolidated Balance Sheets. The VIE has entered into a total return swap with an unaffiliated third party that supports any necessary principal funding of the corporate bond AFS security required by our subsidiaries while the security is outstanding. Effective October 1, 2017, our captive reinsurance subsidiary, the Lincoln Reinsurance Company of Vermont VI, restructured the $275 million, long-term surplus note which was originally issued to a non-affiliated VIE in October 2015 in exchange for two corporate bond AFS securities of like principal and duration. The activities of the VIE are primarily to acquire, hold and issue notes and loans and to pay and collect interest on the notes and loans. The outstanding principal balance of the long-term surplus note is variable in nature; moving concurrently with any variability in the face amount of the corporate bond AFS securities. We have concluded that we are not the primary beneficiary of the non-affiliated VIE because we do not have power over the activities that most significantly affect its economic performance. As of December 31, 2018, the principal balance of the long-term surplus note was zero and we do not currently have any exposure to this VIE. Structured Securities Through our investment activities, we make passive investments in structured securities issued by VIEs for which we are not the manager. These structured securities include our RMBS, CMBS, CLOs and CDOs. We have not provided financial or other support with respect to these VIEs other than our original investment. We have determined that we are not the primary beneficiary of these VIEs due to the relative size of our investment in comparison to the principal amount of the structured securities issued by the VIEs and the level of credit subordination that reduces our obligation to absorb losses or right to receive benefits. Our maximum exposure to loss on these structured securities is limited to the amortized cost for these investments. We recognize our variable interest in these VIEs at fair value on our Consolidated Balance Sheets. For information about these structured securities, see Note 5. Limited Partnerships and Limited Liability Companies We invest in certain LPs and limited liability companies (“LLCs”), including qualified affordable housing projects, that we have concluded are VIEs. We do not hold any substantive kick-out or participation rights in the LPs and LLCs, and we do not receive any performance fees or decision maker fees from the LPs and LLCs. Based on our analysis of the LPs and LLCs, we are not the primary beneficiary of the VIEs as we do not have the power to direct the most significant activities of the LPs and LLCs. The carrying amounts of our investments in the LPs and LLCs are recognized in other investments on our Consolidated Balance Sheets and were $1.7 billion and $1.5 billion as of December 31, 2018 and 2017, respectively. Included in these carrying amounts are our investments in qualified affordable housing projects, which were $20 million and $31 million as of December 31, 2018 and 2017, respectively. We do not have any contingent commitments to provide additional capital funding to these qualified affordable housing projects. We receive returns from these qualified affordable housing projects in the form of income tax credits and other tax benefits, which are recognized in federal income tax expense (benefit) on our Consolidated Statements of Comprehensive Income (Loss) and were $1 million and $3 million for the years ended December 31, 2018 and 2017, respectively. 130 Our exposure to loss is limited to the capital we invest in the LPs and LLCs, and there have been no indicators of impairment that would require us to recognize an impairment loss related to the LPs and LLCs as of December 31, 2018. 5. Investments AFS Securities In 2018, we adopted ASU 2016-01, which resulted in a new classification and measurement of our equity securities. See Note 2 for additional information. The amortized cost, gross unrealized gains, losses and OTTI and fair value of AFS securities (in millions) were as follows: Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Total AFS securities Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Total fixed maturity securities Equity AFS securities Total AFS securities Amortized Cost As of December 31, 2018 Gross Unrealized Gains Losses OTTI (1) Fair Value $ $ 79,623 916 390 406 3,308 811 1,746 4,647 582 92,429 Amortized Cost $ $ 75,701 903 527 395 3,327 590 803 4,172 575 86,993 247 87,240 $ $ $ $ 2,980 42 29 42 118 6 3 716 45 3,981 $ $ 2,263 6 2 - 67 16 24 18 34 2,430 $ $ (8) $ (14) - - (14) (3) (5) - - (44) $ 80,348 966 417 448 3,373 804 1,730 5,345 593 94,024 As of December 31, 2017 Gross Unrealized Gains Losses OTTI (1) Fair Value 6,862 51 41 56 155 10 2 953 87 8,217 16 8,233 $ $ 354 7 1 - 39 2 2 6 22 433 17 450 $ $ (7) $ (27) - - (22) (2) (5) - - (63) - (63) $ 82,216 974 567 451 3,465 600 808 5,119 640 94,840 246 95,086 (1) Includes unrealized (gains) and losses on credit-impaired securities related to changes in the fair value of such securities subsequent to the impairment measurement date. 131 The amortized cost and fair value of fixed maturity AFS securities by contractual maturities (in millions) as of December 31, 2018, were as follows: Amortized Cost Fair Value 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 $ Structured securities (ABS, MBS, CLOs) Total fixed maturity AFS securities $ 3,699 17,061 18,228 46,660 85,648 6,781 92,429 $ $ 3,729 17,084 18,135 48,203 87,151 6,873 94,024 Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations. The fair value and gross unrealized losses, including the portion of OTTI recognized in OCI, of AFS securities (dollars in millions), aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows: Less Than or Equal to Twelve Months Gross Unrealized Losses and OTTI Fair Value As of December 31, 2018 Greater Than Twelve Months Gross Unrealized Losses and OTTI Fair Value Total Gross Unrealized Losses and OTTI Fair Value $ $ $ 32,493 117 70 472 470 1,124 404 1,530 2 1 10 11 21 8 $ 7,228 143 23 863 82 103 96 96 35,246 $ $ 6 1,589 $ 133 8,671 $ 735 14 1 60 5 3 10 28 856 $ 39,721 $ 260 93 1,335 552 1,227 500 2,265 16 2 70 16 24 18 229 43,917 $ $ 34 2,445 Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Total AFS securities Total number of AFS securities in an unrealized loss position 3,414 132 Less Than or Equal to Twelve Months Gross Unrealized Losses and OTTI Fair Value As of December 31, 2017 Greater Than Twelve Months Gross Unrealized Losses and OTTI Fair Value Total Gross Unrealized Losses and OTTI Fair Value $ Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Total fixed maturity securities Equity AFS securities Total AFS securities $ 4,854 62 156 302 113 281 34 20 5,822 22 5,844 $ $ 68 1 - 4 - 2 - - 75 14 89 $ $ 4,893 151 19 641 60 72 93 126 6,055 8 6,063 $ $ 288 15 1 36 3 - 6 22 371 3 374 $ 9,747 $ 213 175 943 173 353 127 146 11,877 30 11,907 $ $ Total number of AFS securities in an unrealized loss position 356 16 1 40 3 2 6 22 446 17 463 1,128 The fair value, gross unrealized losses, the portion of OTTI recognized in OCI (in millions) and number of AFS securities where the fair value had declined and remained below amortized cost by greater than 20% were as follows: As of December 31, 2018 Fair Value Gross Unrealized Losses OTTI Less than six months Six months or greater, but less than nine Nine months or greater, but less than twelve Twelve months or greater $ Total $ 395 96 11 143 645 $ $ 124 49 8 74 255 $ $ Number of Securities (1) 45 11 2 32 90 1 - - 8 9 As of December 31, 2017 Fair Value Gross Unrealized Losses OTTI Less than six months Six months or greater, but less than nine Nine months or greater, but less than twelve Twelve months or greater $ Total $ 156 2 15 215 388 $ $ 57 1 8 78 144 $ $ 1 - - 10 11 Number of Securities (1) 26 4 7 49 86 (1) We may reflect a security in more than one aging category based on various purchase dates. We regularly review our investment holdings for OTTI. Our gross unrealized losses, including the portion of OTTI recognized in OCI, on fixed maturity AFS securities increased by $2.0 billion for the year ended December 31, 2018. As discussed further below, we believe the unrealized loss position as of December 31, 2018, did not represent OTTI as (i) we did not intend to sell these fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis; and (iii) the estimated future cash flows were equal to or greater than the amortized cost basis of the debt securities. Based upon this evaluation as of December 31, 2018, management believes we have the ability to generate adequate amounts of cash from our normal operations (e.g., insurance premiums and fees and investment income) to meet cash requirements with a prudent margin of safety without requiring the sale of our temporarily-impaired securities. 133 As of December 31, 2018, the unrealized losses associated with our corporate bond securities were attributable primarily to widening credit spreads and rising interest rates since purchase. We performed a detailed analysis of the financial performance of the underlying issuers and determined that we expected to recover the entire amortized cost for each temporarily-impaired security. As of December 31, 2018, the unrealized losses associated with our MBS and ABS were attributable primarily to widening credit spreads and rising interest rates since purchase. We assessed for credit impairment using a cash flow model that incorporates key assumptions including default rates, severities and prepayment rates. We estimated losses for a security by forecasting the underlying loans in each transaction. The forecasted loan performance was used to project cash flows to the various tranches in the structure, as applicable. Our forecasted cash flows also considered, as applicable, independent industry analyst reports and forecasts and other independent market data. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared to our subordination or other credit enhancement, we expected to recover the entire amortized cost of each temporarily- impaired security. As of December 31, 2018, the unrealized losses associated with our hybrid and redeemable preferred securities were attributable primarily to wider credit spreads caused by illiquidity in the market and subordination within the capital structure, as well as credit risk of underlying issuers. For our hybrid and redeemable preferred securities, we evaluated the financial performance of the underlying issuers based upon credit performance and investment ratings and determined that we expected to recover the entire amortized cost of each temporarily-impaired security. Changes in the amount of credit loss of OTTI recognized in net income (loss) where the portion related to other factors was recognized in OCI (in millions) on fixed maturity AFS securities were as follows: Balance as of beginning-of-year $ 378 $ 430 $ 382 For the Years Ended December 31, 2016 2017 2018 Increases attributable to: Credit losses on securities for which an OTTI was not previously recognized Credit losses on securities for which an OTTI was previously recognized Decreases attributable to: 5 2 13 7 84 17 Securities sold, paid down or matured Balance as of end-of-year $ (30) 355 $ (72) 378 $ (53) 430 During 2018, 2017 and 2016, we recorded credit losses on securities for which an OTTI was not previously recognized as we determined the cash flows expected to be collected would not be sufficient to recover the entire amortized cost basis of the debt security. The credit losses we recorded on securities for which an OTTI was not previously recognized were attributable primarily to one or a combination of the following reasons: • Failure of the issuer of the security to make scheduled payments; • Deterioration of creditworthiness of the issuer; • Deterioration of conditions specifically related to the security; • Deterioration of fundamentals of the industry in which the issuer operates; and • Deterioration of the rating of the security by a rating agency. We recognize the OTTI attributed to the noncredit portion as a separate component in OCI referred to as unrealized OTTI on fixed maturity AFS securities. Determination of Credit Losses on Corporate Bonds As of December 31, 2018 and 2017, we reviewed our corporate bond portfolio for potential shortfalls in contractual principal and interest based on numerous subjective and objective inputs. The factors used to determine the amount of credit loss for each individual security, include, but are not limited to, near-term risk, substantial discrepancy between book and market value, sector or company-specific volatility, negative operating trends and trading levels wider than peers. Credit ratings express opinions about the credit quality of a security. Securities rated investment grade, that is those rated BBB- or higher by Standard & Poor’s (“S&P”) Rating Services or Baa3 or higher by Moody’s Investors Service (“Moody’s”), are generally considered by the rating agencies and market participants to be low credit risk. As of December 31, 2018 and 2017, 96% of the fair value of our corporate bond portfolio was rated investment grade. As of December 31, 2018 and 2017, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of $3.2 billion and $3.5 billion, respectively, and a fair value of $3.0 billion and $3.5 billion, respectively. Based upon the analysis discussed above, we believed as of December 31, 2018 and 2017, that we would recover the amortized cost of each corporate bond. 134 Determination of Credit Losses on MBS and ABS As of December 31, 2018 and 2017, default rates were projected by considering underlying MBS and ABS loan performance and collateral type. Projected default rates on existing delinquencies vary depending on loan type and severity of delinquency status. In addition, we estimate the potential contributions of currently performing loans that may become delinquent in the future based on the change in delinquencies and loan liquidations experienced in the recent history. Finally, we develop a default rate timing curve by aggregating the defaults for all loans in the pool (delinquent loans, foreclosure and real estate owned and new delinquencies from currently performing loans) and the associated loan-level loss severities. We use certain available loan characteristics such as lien status, loan sizes and occupancy to estimate the loss severity of loans. Second lien loans are assigned 100% severity, if defaulted. For first lien loans, we assume a minimum of 30% severity, with higher severity assumed for investor properties and further adjusted by housing price assumptions. With the default rate timing curve and loan-level loss severity, we derive the future expected credit losses. Trading Securities Trading securities at fair value (in millions) consisted of the following: Fixed maturity securities: $ Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities $ Total trading securities As of December 31, 2017 2018 1,639 17 43 23 79 7 104 16 22 1,950 $ $ 1,335 15 115 23 86 2 3 17 24 1,620 The portion of the market adjustment for trading gains and losses recognized in realized gain (loss) that relate to trading securities still held as of December 31, 2018, 2017 and 2016, was $(58) million, $7 million and $(3) million, respectively. Mortgage Loans on Real Estate The following provides the current and past due composition of our mortgage loans on real estate (in millions): Current 60 to 90 days past due Greater than 90 days past due Valuation allowance Unamortized premium (discount) Total carrying value As of December 31, 2018 Residential Total As of December 31, 2017 Residential Total $ Commercial 13,029 $ - - - (17) $ 13,012 $ 239 1 - - 8 248 $ $ $ Commercial 10,762 - 3 (3 ) - 10,762 $ 13,268 1 - - (9) 13,260 $ $ - - - - - - $ $ 10,762 - 3 (3) - 10,762 We establish a valuation allowance to provide for the risk of credit losses inherent in our portfolio. The valuation allowance includes specific valuation allowances for loans that are deemed to be impaired as well as general valuation allowances for pools of loans with similar risk characteristics where a property risk or market specific risk has not been identified but for which we anticipate a loss has occurred. For our commercial mortgage loans, no specifically identified loans were impaired as of December 31, 2018. Three mortgage loans were impaired as of December 31, 2017, with an aggregate principal balance of $11 million for which a specific valuation allowance of $3 million was established resulting in a net carrying value of $8 million. For our residential mortgage loans, no specifically identified loans were impaired as of December 31, 2018 or 2017. The general allowance established on residential mortgage loans as of December 31, 2018, was less than $1 million. 135 The changes in the valuation allowance associated with impaired commercial mortgage loans on real estate (in millions) were as follows: Balance as of beginning-of-year Additions Charge-offs, net of recoveries Balance as of end-of-year For the Years Ended December 31, 2016 2017 2018 $ $ 3 - (3) - $ $ 2 1 - 3 $ $ 2 1 (1) 2 The average carrying value for impaired commercial mortgage loans on real estate (in millions) was as follows: For the Years Ended December 31, 2016 2017 2018 Average carrying value for impaired mortgage loans on real estate $ 5 $ 6 $ Interest income recognized on impaired mortgage loans on real estate Interest income collected on impaired mortgage loans on real estate 1 1 - - 7 - - As described in Note 1, we use the loan-to-value and debt-service coverage ratios as credit quality indicators for our commercial mortgage loans on real estate (dollars in millions) as follows: Loan-to-Value Ratio Less than 65% 65% to 74% 75% to 100% Greater than 100% Total As of December 31, 2018 As of December 31, 2017 Carrying Value % of Total $ $ 11,716 1,238 58 - 13,012 90.1% 9.5% 0.4% 0.0% 100.0% Debt- Service Coverage Ratio 2.30 1.76 0.95 0.00 Carrying Value % of Total $ $ 9,642 1,000 112 8 10,762 89.6% 9.3% 1.0% 0.1% 100.0% Debt- Service Coverage Ratio 2.26 1.94 0.97 0.82 As described in Note 1, we use loan performance status as the primary credit quality indicator for our residential mortgage loans on real estate (dollars in millions) as follows: Performance Indicator Performing Nonperforming Total As of December 31, 2018 Carrying Value % of Total As of December 31, 2017 Carrying % of Total Value $ $ 247 1 248 99.6% $ 0.4% 100.0% $ - - - 0.0% 0.0% 0.0% Our commercial mortgage loan portfolio is geographically diversified throughout the U.S. with the largest concentrations in California, which accounted for 23% and 21% of commercial mortgage loans on real estate as of December 31, 2018 and 2017, respectively, and Texas, which accounted for 12% of commercial mortgage loans on real estate as of December 31, 2018 and 2017. Our residential mortgage loan portfolio is geographically diversified throughout the U.S. with the largest concentrations in California and Florida, which accounted for 34% and 19%, respectively, of residential mortgage loans on real estate as of December 31, 2018. We did not have residential mortgage loan exposure as of December 31, 2017. Alternative Investments As of December 31, 2018 and 2017, alternative investments included investments in 237 and 224 different partnerships, respectively, and the portfolios represented approximately 1% of our overall invested assets. 136 Net Investment Income The major categories of net investment income (in millions) on our Consolidated Statements of Comprehensive Income (Loss) were as follows: $ Fixed maturity AFS securities Equity AFS securities Trading securities Equity securities Mortgage loans on real estate Real estate Policy loans Invested cash Commercial mortgage loan prepayment and bond make-whole premiums Alternative investments Consent fees Other investments Investment income Investment expense Net investment income $ For the Years Ended December 31, 2016 2017 2018 4,209 - 84 4 496 1 123 26 79 222 4 23 5,271 (186) 5,085 $ $ 4,163 12 94 - 440 2 135 11 139 165 6 2 5,169 (179) 4,990 $ $ 4,138 11 100 - 422 2 140 14 120 75 5 5 5,032 (158) 4,874 137 Realized Gain (Loss) Details underlying realized gain (loss) (in millions) reported on our Consolidated Statements of Comprehensive Income (Loss) were as follows: Fixed maturity AFS securities: (1) Gross gains Gross losses Gross OTTI Equity AFS securities: Gross gains Gross OTTI Gain (loss) on other investments (2) Associated amortization of DAC, VOBA, DSI and DFEL and changes in other contract holder funds Total realized gain (loss) related to certain investments Realized gain (loss) on the mark-to-market on certain instruments (3) Indexed annuity and IUL contracts net derivatives results: (4) Gross gain (loss) Associated amortization of DAC, VOBA, DSI and DFEL Variable annuity net derivatives results: (5) Gross gain (loss) Associated amortization of DAC, VOBA, DSI and DFEL Total realized gain (loss) For the Years Ended December 31, 2016 2017 2018 $ $ 38 (80) (7) - - (13) (22) (84) 4 (51) 12 $ 19 (44) (20) 6 - (12) (21) (72) (11) (22) (2) 295 (35) 141 $ (71) 8 (170) $ $ 70 (133) (101) 7 (1) (68) (24) (250) 20 (1) (4) (138) 34 (339) (1) These amounts are represented net of related fair value hedging activity. See Note 6 for more information. (2) (3) Represents changes in the fair values of certain derivative investments (not including those associated with our variable and indexed Includes market adjustments on equity securities still held of $(17) million for the year ended December 31, 2018. annuity and IUL contracts net derivative results), reinsurance related embedded derivatives and trading securities. (4) Represents the net difference between the change in fair value of the S&P 500 Index® (“S&P 500”) call options that we hold and the change in the fair value of the embedded derivative liabilities of our indexed annuity and IUL contracts along with changes in the fair value of embedded derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods for our indexed annuity products. Includes the net difference in the change in embedded derivative reserves of our GLB riders and the change in the fair value of the derivative instruments we own to hedge the change in embedded derivative reserves on our GLB riders and the benefit ratio unlocking on our GLB and GDB riders, including the cost of purchasing the hedging instruments. (5) Details underlying write-downs taken as a result of OTTI (in millions) were as follows: OTTI Recognized in Net Income (Loss) Fixed maturity AFS securities: Corporate bonds ABS RMBS CMBS State and municipal bonds Total fixed maturity AFS securities Equity AFS securities Gross OTTI recognized in net income (loss) Associated amortization of DAC, VOBA, DSI and DFEL Net OTTI recognized in net income (loss) For the Years Ended December 31, 2016 2017 2018 $ $ (5) $ (1) (1) - - (7) - (7) - (7) $ (13) $ (2) (2) (2) (1) (20) - (20) 2 (18) $ (80) (5) (11) (2) (3) (101) (1) (102) - (102) We recognized less than $1 million of OTTI in OCI for the years ended December 31, 2018 and 2017. We recognized $55 million of gross OTTI in OCI, offset by $12 million for the change in DAC, VOBA, DSI and DFEL, for the year ended December 31, 2016. 138 Payables for Collateral on Investments The carrying value of the payables for collateral on investments included on our Consolidated Balance Sheets and the fair value of the related investments or collateral (in millions) consisted of the following: Collateral payable for derivative investments (1) Securities pledged under securities lending agreements (2) Securities pledged under repurchase agreements (3) Investments pledged for Federal Home Loan Bank of Indianapolis (“FHLBI”) (4) Total payables for collateral on investments As of December 31, 2018 Carrying Value Fair Value As of December 31, 2017 Carrying Value Fair Value $ $ $ 637 88 150 $ 637 85 185 $ 765 222 530 765 213 588 3,930 4,805 $ 5,923 6,830 $ 2,900 4,417 $ 4,235 5,801 (1) We obtain collateral based upon contractual provisions with our counterparties. These agreements take into consideration the counterparties’ credit rating as compared to ours, the fair value of the derivative investments and specified thresholds that if exceeded result in the receipt of cash that is typically invested in cash and invested cash. See Note 6 for additional information. (2) Our pledged securities under securities lending agreements are included in fixed maturity AFS securities on our Consolidated Balance Sheets. We generally obtain collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities, respectively. We value collateral daily and obtain additional collateral when deemed appropriate. The cash received in our securities lending program is typically invested in cash and invested cash or fixed maturity AFS securities. (3) Our pledged securities under repurchase agreements are included in fixed maturity AFS securities on our Consolidated Balance Sheets. The collateral requirements are generally 80% to 95% of the fair value of the securities, and our agreements with third parties contain contractual provisions to allow for additional collateral to be obtained when necessary. The cash received in our repurchase program is typically invested in fixed maturity AFS securities. (4) Our pledged investments for FHLBI are included in fixed maturity AFS securities and mortgage loans on real estate on our Consolidated Balance Sheets. The collateral requirements are generally 105% to 115% of the fair value for fixed maturity AFS securities and 155% to 175% of the fair value for mortgage loans on real estate. The cash received in these transactions is primarily invested in cash and invested cash or fixed maturity AFS securities. Increase (decrease) in payables for collateral on investments (in millions) consisted of the following: Collateral payable for derivative investments Securities pledged under securities lending agreements Securities pledged under repurchase agreements Investments pledged for FHLBI Total increase (decrease) in payables for collateral on investments For the Years Ended December 31, 2016 2017 2018 $ $ (128) $ (134) (380) 1,030 388 $ (129) $ 6 (5) (450) (578) $ (493 ) (26 ) (138 ) 995 338 We have elected not to offset our repurchase agreements and securities lending transactions in our financial statements. The remaining contractual maturities of repurchase agreements and securities lending transactions accounted for as secured borrowings (in millions) were as follows: Repurchase Agreements Corporate bonds Securities Lending Corporate bonds Total gross secured borrowings As of December 31, 2018 Overnight and Continuous Up to 30 Days 30 - 90 Days Greater Than 90 Days Total $ $ - $ - $ - $ 150 $ 88 88 $ - - $ - - $ - 150 $ 150 88 238 139 Repurchase Agreements Corporate bonds Securities Lending Corporate bonds Total gross secured borrowings As of December 31, 2017 Overnight and Continuous Up to 30 Days 30 - 90 Days Greater Than 90 Days Total $ $ - $ 100 $ 280 $ 150 $ 222 222 $ - 100 $ - 280 $ - 150 $ 530 222 752 We accept collateral in the form of securities in connection with repurchase agreements. In instances where we are permitted to sell or re-pledge the securities received, we report the fair value of the collateral received and a related obligation to return the collateral in the financial statements. In addition, we receive securities in connection with securities borrowing agreements which we are permitted to sell or re-pledge. As of December 31, 2018, the fair value of all collateral received that we are permitted to sell or re-pledge was $537 million. As of December 31, 2018, we have re-pledged $378 million of this collateral to cover initial margin on certain derivative investments. Investment Commitments As of December 31, 2018, our investment commitments were $2.1 billion, which included $843 million of LPs, $804 million of mortgage loans on real estate and $476 million of private placement securities. Concentrations of Financial Instruments As of December 31, 2018 and 2017, our most significant investments in one issuer were our investments in securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $1.4 billion and $1.3 billion, respectively, or 1% of our invested assets portfolio, and our investments in securities issued by the Federal National Mortgage Association with a fair value of $1.3 billion and $1.0 billion, respectively, or 1% of our invested assets portfolio. These concentrations include fixed maturity AFS, trading and equity securities. As of December 31, 2018, our most significant investments in one industry were our investments in securities in the consumer non- cyclical industry and the financial services industry with a fair value of $14.5 billion and $14.2 billion, respectively, or 13% and 12%, respectively, of our invested assets portfolio. As of December 31, 2017, our most significant investments in one industry were our investments in securities in the consumer non-cyclical industry and the utilities industry with a fair value of $15.0 billion and $14.3 billion, respectively, or 13% of our invested assets portfolio. These concentrations include fixed maturity AFS, trading and equity securities. 6. Derivative Instruments We maintain an overall risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate risk, foreign currency exchange risk, equity market risk, basis risk and credit risk. We assess these risks by continually identifying and monitoring changes in our exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities. Derivative activities are monitored by various management committees. The committees are responsible for overseeing the implementation of various hedging strategies that are developed through the analysis of financial simulation models and other internal and industry sources. The resulting hedging strategies are incorporated into our overall risk management strategies. See Note 1 for a detailed discussion of the accounting treatment for derivative instruments. See Note 20 for additional disclosures related to the fair value of our derivative instruments and Note 4 for derivative instruments related to our consolidated VIEs. Interest Rate Contracts We use derivative instruments as part of our interest rate risk management strategy. These instruments are economic hedges unless otherwise noted and include: Forward-Starting Interest Rate Swaps We use forward-starting interest rate swaps designated and qualifying as cash flow hedges to hedge our exposure to interest rate fluctuations related to the forecasted purchases of certain assets and anticipated issuances of fixed-rate securities. We also use forward-starting interest rate swaps to hedge the interest rate exposure within our life products related to the forecasted purchases of certain assets. 140 Interest Rate Cap Corridors We use interest rate cap corridors to provide a level of protection from the effect of rising interest rates for certain life insurance products and annuity contracts. Interest rate cap corridors involve purchasing an interest rate cap at a specific cap rate and selling an interest rate cap with a higher cap rate. For each corridor, the amount of quarterly payments, if any, is determined by the rate at which the underlying index rate resets above the original capped rate. The corridor limits the benefit the purchaser can receive as the related interest rate index rises above the higher capped rate. There is no additional liability to us other than the purchase price associated with the interest rate cap corridor. Interest Rate Futures We use interest rate futures contracts to hedge the liability exposure on certain options in variable annuity products. These futures contracts require payment between our counterparty and us on a daily basis for changes in the futures index price. Interest Rate Swap Agreements We use interest rate swap agreements to hedge the liability exposure on certain options in variable annuity products. We also use interest rate swap agreements designated and qualifying as cash flow hedges to hedge the interest rate risk of floating-rate bond coupon payments by replicating a fixed-rate bond. Finally, we use interest rate swap agreements designated and qualifying as fair value hedges to hedge against changes in the fair value of certain fixed-rate long-term debt and fixed maturity securities due to interest rate risks. Treasury and Reverse Treasury Locks We use treasury locks designated and qualifying as cash flow hedges to hedge the interest rate exposure related to our issuance of fixed- rate securities or the anticipated future cash flows of floating-rate fixed maturity securities due to changes in interest rates. In addition, we use reverse treasury locks designated and qualifying as cash flow hedges to hedge the interest rate exposure related to the anticipated purchase of fixed-rate securities or the anticipated future cash flows of floating-rate fixed maturity securities due to changes in interest rates. These derivatives are primarily structured to hedge interest rate risk inherent in the assumptions used to price certain liabilities. Foreign Currency Contracts We use derivative instruments as part of our foreign currency risk management strategy. These instruments are economic hedges unless otherwise noted and include: Currency Futures We use currency futures to hedge foreign exchange risk associated with certain options in variable annuity products. Currency futures exchange one currency for another at a specified date in the future at a specified exchange rate. Foreign Currency Swaps We use foreign currency swaps designated and qualifying as cash flow hedges, to hedge foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies. A foreign currency swap is a contractual agreement to exchange one currency for another at specified dates in the future at a specified exchange rate. Equity Market Contracts We use derivative instruments as part of our equity market risk management strategy that are economic hedges and include: Call Options Based on the S&P 500 Our indexed annuity and IUL contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500. Contract holders may elect to rebalance index options at renewal dates, either annually or biannually. As of each renewal date, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees. We purchase call options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. 141 Consumer Price Index Swaps We use consumer price index swaps to hedge the liability exposure on certain options in fixed annuity products. Consumer price index swaps are contracts entered into at no cost and whose payoff is the difference between the consumer price index inflation rate and the fixed-rate determined as of inception. Equity Futures We use equity futures contracts to hedge the liability exposure on certain options in variable annuity products. These futures contracts require payment between our counterparty and us on a daily basis for changes in the futures index price. Put Options We use put options to hedge the liability exposure on certain options in variable annuity 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. Total Return Swaps We use total return swaps to hedge the liability exposure on certain options in variable annuity products. In addition, we use total return swaps to hedge a portion of the liability related to our deferred compensation plans. We receive the total return on a portfolio of indexes and pay a floating-rate of interest. Variance Swaps We use variance swaps to hedge the liability exposure on certain options in variable annuity products. Variance swaps are contracts entered into at no cost whose payoff is the difference between the realized variance rate of an underlying index and the fixed variance rate determined as of inception of the contract. Credit Contracts We use derivative instruments as part of our credit risk management strategy that are economic hedges and include: Credit Default Swaps – Buying Protection We use credit default swaps to hedge the liability exposure on certain options in variable annuity products. We buy credit default swaps to hedge against a drop in bond prices due to credit concerns of certain bond issuers. A credit default swap allows us to put the bond back to the counterparty at par upon a default event by the bond issuer. A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring. Credit Default Swaps – Selling Protection We use credit default swaps to hedge the liability exposure on certain options in variable annuity products. We sell credit default swaps to offer credit protection to contract holders and investors. The credit default swaps hedge the contract holders and investors against a drop in bond prices due to credit concerns of certain bond issuers. A credit default swap allows the investor to put the bond back to us at par upon a default event by the bond issuer. A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring. Embedded Derivatives We have embedded derivatives that include: GLB Reserves Embedded Derivatives We use 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 GLBs offered in our variable annuity products, including products with GWB and GIB features. Changes in the value of the hedge contracts due to changes in equity markets, interest rates and implied volatilities hedge the income statement effect of changes in embedded derivative GLB reserves caused by those same factors. We rebalance our hedge positions based upon changes in these factors as needed. While we actively manage our hedge positions, these hedge positions may not be totally effective in offsetting changes in the embedded derivative reserve 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, contract holder behavior, divergence between the performance of the underlying funds and the hedging indices, 142 divergence between the actual and expected performance of the hedge instruments and our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off. Certain features of these guarantees have elements of both insurance benefits accounted for under the Financial Services – Insurance – Claim Costs and Liabilities for Future Policy Benefits Subtopic of the FASB ASC (“benefit reserves”) and embedded derivatives accounted for under the Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the FASB ASC (“embedded derivative reserves”). We calculate the value of the benefit reserves and the embedded derivative reserves based on the specific characteristics of each GLB feature. Indexed Annuity and IUL Contracts Embedded Derivatives Our indexed annuity and IUL contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500. Contract holders may elect to rebalance index options at renewal dates, either annually or biannually. As of each renewal date, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees. We purchase S&P 500 call options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. Reinsurance Related Embedded Derivatives We have certain Modco arrangements and coinsurance with funds withheld reinsurance arrangements with embedded derivatives related to the withheld assets of the related funds. These derivatives are considered total return swaps with contractual returns that are attributable to various assets and liabilities associated with these reinsurance arrangements. We have derivative instruments with off-balance-sheet risks whose notional or contract amounts exceed the related credit exposure. Outstanding derivative instruments with off-balance-sheet risks (in millions) were as follows: As of December 31, 2018 Fair Value Notional Amounts As of December 31, 2017 Fair Value Notional Amounts Asset Liability Asset Liability Qualifying Hedges Cash flow hedges: Interest rate contracts (1) Foreign currency contracts (1) Total cash flow hedges Fair value hedges: Interest rate contracts (1) Non-Qualifying Hedges Interest rate contracts (1) Foreign currency contracts (1) Equity market contracts (1) Credit contracts (1) Embedded derivatives: $ $ 2,741 2,326 5,067 1,268 100,628 47 30,487 - - - - - 137,497 $ 70 167 237 55 464 - 676 - $ $ 9 39 48 137 138 - 162 - 3,007 1,804 4,811 1,438 72,937 22 31,090 52 $ 46 79 125 254 657 - 562 - 84 79 163 174 127 - 557 - GLB direct (2) GLB ceded (2) (3) Reinsurance related (4) Indexed annuity and IUL contracts (2) (5) Total derivative instruments $ 123 72 - 902 2,529 $ - - 3 1,305 1,793 - - - - 110,350 $ $ 903 51 - 11 2,563 $ - 67 57 1,418 2,563 $ (1) Reported in derivative investments and other liabilities on our Consolidated Balance Sheets. (2) Reported in other assets on our Consolidated Balance Sheets. (3) Reported in other liabilities on our Consolidated Balance Sheets. (4) Reported in reinsurance related embedded derivatives on our Consolidated Balance Sheets. (5) Reported in future contract benefits on our Consolidated Balance Sheets. Beginning in the first quarter 2017, consistent with changes enacted by the Chicago Mercantile Exchange (“CME”), the Company offset the variation margin payments with the derivative balances that are cleared through CME. 143 The maturity of the notional amounts of derivative instruments (in millions) was as follows: Interest rate contracts (1) Foreign currency contracts (2) Equity market contracts Total derivative instruments with notional amounts Remaining Life as of December 31, 2018 Less Than 1 Year 1 - 5 Years 6 - 10 Years 11 - 30 Years Over 30 Years $ $ 12,968 102 20,876 16,828 268 5,225 $ $ 49,713 728 1,236 23,715 1,166 14 $ 1,413 109 3,136 $ Total 104,637 2,373 30,487 $ 33,946 $ 22,321 $ 51,677 $ 24,895 $ 4,658 $ 137,497 (1) As of December 31, 2018, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was April 2067. (2) As of December 31, 2018, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was September 2049. The change in our unrealized gain (loss) on derivative instruments in AOCI (in millions) was as follows: Unrealized Gain (Loss) on Derivative Instruments Balance as of beginning-of-year Other comprehensive income (loss): Unrealized holding gains (losses) arising during the period: Cumulative effect from adoption of new accounting standard Cash flow hedges: Interest rate contracts Foreign currency contracts Change in foreign currency exchange rate adjustment Change in DAC, VOBA, DSI and DFEL Income tax benefit (expense) Less: Reclassification adjustment for gains (losses) included in net income (loss): Cash flow hedges: Interest rate contracts (1) Interest rate contracts (2) Interest rate contracts (3) Foreign currency contracts (1) Foreign currency contracts (3) Associated amortization of DAC, VOBA, DSI and DFEL Income tax benefit (expense) Balance as of end-of-year $ For the Years Ended December 31, 2016 2017 2018 $ (29) $ 49 $ 132 (6) 100 44 111 (13) (51) 4 (7) - 27 - (2) (5) 139 - - 7 20 (137) 2 38 4 (18) - 18 9 (1) (4) (29) $ $ (205 ) (10 ) 96 3 41 5 (10 ) 1 11 7 (1 ) (5 ) 49 (1) The OCI offset is reported within net investment income on our Consolidated Statements of Comprehensive Income (Loss). (2) The OCI offset is reported within interest and debt expense on our Consolidated Statements of Comprehensive Income (Loss). (3) The OCI offset is reported within realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). 144 The gains (losses) on derivative instruments (in millions) recorded within income (loss) from continuing operations on our Consolidated Statements of Comprehensive Income (Loss) were as follows: Qualifying Hedges Cash flow hedges: Interest rate contracts (1) Interest rate contracts (2) Interest rate contracts (3) Foreign currency contracts (1) Foreign currency contracts (3) Total cash flow hedges Fair value hedges: Interest rate contracts (1) Interest rate contracts (2) Interest rate contracts (3) Total fair value hedges Non-Qualifying Hedges Interest rate contracts (3) Foreign currency contracts (3) Equity market contracts (3) Equity market contracts (4) Credit contracts (3) Embedded derivatives: GLB (3) Reinsurance related (3) Indexed annuity and IUL contracts (3) Total derivative instruments For the Years Ended December 31, 2016 2017 2018 $ $ 4 (7) - - 27 24 (14) 13 37 36 (150) 5 444 (18) - (692) 54 81 $ (216) $ $ 4 (18) - 18 9 13 (23) 27 7 11 5 (10) 1 11 7 14 (28) 32 16 20 103 - (1,427) 29 1 1,055 10 (400) (605) $ 181 (14) (1,253) 12 (5) 582 34 (120) (549) (1) Reported in net investment income on our Consolidated Statements of Comprehensive Income (Loss). (2) Reported in interest and debt expense on our Consolidated Statements of Comprehensive Income (Loss). (3) Reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). (4) Reported in commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss). Gains (losses) recognized as a component of OCI (in millions) on derivative instruments designated and qualifying as cash flow hedges were as follows: Offset to net investment income Offset to realized gain (loss) Offset to interest and debt expense For the Years Ended December 31, 2016 2017 2018 $ $ 4 27 (7) $ 22 9 (18) 16 8 (10) As of December 31, 2018, $37 million of the deferred net gains (losses) on derivative instruments in AOCI were expected to be reclassified to earnings during the next 12 months. This reclassification would be due primarily to interest rate variances related to our interest rate swap agreements. For the years ended December 31, 2018 and 2017, there were no material reclassifications to earnings due to hedged firm commitments no longer deemed probable or due to hedged forecasted transactions that had not occurred by the end of the originally specified time period. 145 As of December 31, 2018, we did not have any exposure related to credit default swaps for which we are the seller. As of December 31, 2017, information related to our credit default swaps for which we are the seller (dollars in millions) was as follows: Reason Nature for of Credit Rating of Underlying Number of Fair Maximum Potential Payout $ 52 Credit Contract Type Basket credit default swaps Maturity 12/20/2022 Entering Recourse Obligation (1) Instruments Value (2) 1 BBB+ 1 $ (3) (4) (1) Represents average credit ratings based on the midpoint of the applicable ratings among Moody’s, S&P and Fitch Ratings, as scaled to the corresponding S&P ratings. (2) Broker quotes are used to determine the market value of our credit default swaps. (3) Credit default swaps were entered into in order to hedge the liability exposure on certain variable annuity products. (4) Sellers do not have the right to demand indemnification or compensation from third parties in case of a loss (payment) on the contract. Details underlying the associated collateral of our credit default swaps for which we are the seller if credit risk-related contingent features were triggered (in millions) were as follows: Maximum potential payout Less: Counterparty thresholds Maximum collateral potentially required to post As of As of December 31, December 31, 2018 2017 $ $ - - - $ $ 52 - 52 Certain of our credit default swap agreements contain contractual provisions that allow for the netting of collateral with our counterparties related to all of our collateralized financing transactions that we have outstanding. If these netting agreements were not in place, we would have been required to post collateral if the market value was less than zero. Credit Risk We are exposed to credit losses in the event of non-performance by our counterparties on various derivative contracts and reflect assumptions regarding the credit or NPR. The NPR is based upon assumptions for each counterparty’s credit spread over the estimated weighted average life of the counterparty exposure, less collateral held. As of December 31, 2018, the NPR adjustment was less than $1 million. The credit risk associated with such agreements is minimized by entering into agreements with financial institutions with long- standing, superior performance records. Additionally, we maintain a policy of requiring derivative contracts to be governed by an International Swaps and Derivatives Association (“ISDA”) Master Agreement. We are required to maintain minimum ratings as a matter of routine practice in negotiating ISDA agreements. Under some ISDA agreements, our insurance subsidiaries have agreed to maintain certain financial strength or claims-paying ratings. A downgrade below these levels could result in termination of derivative contracts, at which time any amounts payable by us would be dependent on the market value of the underlying derivative contracts. In certain transactions, we and the counterparty have entered into a credit support annex requiring either party to post collateral when net exposures exceed pre-determined thresholds. These thresholds vary by counterparty and credit rating. The amount of such exposure is essentially the net replacement cost or market value less collateral held for such agreements with each counterparty if the net market value is in our favor. We did not have any exposure as of December 31, 2018 or 2017. The amounts recognized (in millions) by S&P credit rating of counterparty, for which we had the right to reclaim cash collateral or were obligated to return cash collateral, were as follows: S&P Credit Rating of Counterparty AA- A+ A A- BBB+ As of December 31, 2018 Collateral Collateral Posted by Posted by Counter- LNC (Held by Party Counter- (Held by Party) LNC) As of December 31, 2017 Collateral Collateral Posted by Posted by LNC Counter- (Held by Party Counter- (Held by Party) LNC) $ $ 33 296 106 4 197 636 $ $ (3) $ (96) (56) - - (155) $ 116 242 170 237 - 765 $ $ (1) (453) (120) (3) (4) (581) 146 Balance Sheet Offsetting Information related to the effects of offsetting on our Consolidated Balance Sheets (in millions) was as follows: Financial Assets Gross amount of recognized assets Gross amounts offset Net amount of assets Gross amounts not offset: Cash collateral Non-cash collateral Net amount Financial Liabilities Gross amount of recognized liabilities Gross amounts offset Net amount of liabilities Gross amounts not offset: Cash collateral Non-cash collateral Net amount As of December 31, 2018 Derivative Instruments Embedded Derivative Instruments Total $ $ 1,330 (223) 1,107 (636) (58) 413 $ $ 784 (103) 681 (155) (190) 336 $ $ $ $ 1,097 - 1,097 - - 1,097 1,308 - 1,308 - - 1,308 $ $ $ $ 2,427 (223) 2,204 (636) (58) 1,510 2,092 (103) 1,989 (155) (190) 1,644 As of December 31, 2017 Derivative Instruments Embedded Derivative Instruments Total Financial Assets Gross amount of recognized assets Gross amounts offset Net amount of assets Gross amounts not offset: Cash collateral Net amount Financial Liabilities Gross amount of recognized liabilities Gross amounts offset $ $ $ Net amount of liabilities Gross amounts not offset: Cash collateral Net amount $ 1,301 (386) 915 (765) 150 $ 965 - 965 - 965 $ 955 (296) 659 1,542 - 1,542 $ $ $ 2,266 (386) 1,880 (765) 1,115 2,497 (296) 2,201 (581) 78 $ - 1,542 $ (581) 1,620 $ 147 7. Federal Income Taxes The federal income tax expense (benefit) on continuing operations (in millions) was as follows: Current Deferred Federal income tax expense (benefit) For the Years Ended December 31, 2016 2017 2018 $ $ 91 153 244 $ $ 210 (1,159) $ (949) $ 88 178 266 A reconciliation of the effective tax rate differences (in millions) was as follows: Tax rate times pre-tax income (loss) Effect of: Tax-preferred investment income Tax credits Change in uncertain tax positions Excess tax benefits from share-based compensation Goodwill impairment Deferred tax impact from the Tax Cuts and Jobs Act Other items Federal income tax expense (benefit) $ Effective tax rate For the Years Ended December 31, 2016 2017 2018 $ 396 $ 396 $ 510 (87) (39) 1 (5) - (19) (3) 244 13% $ (280) (29) (17) (12) 316 (1,322) (1) (949) $ -84% (196) (28) (14) (8) - - 2 266 18% The effective tax rate is the ratio of tax expense (benefit) over pre-tax income (loss). Tax-preferred investment income as reflected above relates primarily to the separate account dividends-received deduction, which generated a total tax benefit of $84 million, $264 million and $182 million for the years ended December 31, 2018, 2017 and 2016, respectively. As a result of the Tax Act, the recorded tax benefit for the separate account dividends-received deduction was substantially less in our 2018 income tax provision as compared to prior years. The current year also includes a tax benefit from the impact of the reduced corporate tax rate under the Tax Act on our adoption of a recent Internal Revenue Service pronouncement related to variable annuity contracts. As a result of the enactment of the Tax Act on December 22, 2017, we remeasured our existing deferred tax balances at the 21% marginal corporate income tax rate and recognized a $1.3 billion tax benefit in 2017. The SEC previously issued rules that allow for a one-year measurement period after the enactment of the Tax Act to finalize calculations and recording of the related tax impacts. Subsequent to the enactment date, we completed our review of the provisions of the Tax Act, including the impact of the reduction in the U.S. federal corporate income tax rate and the impact of specific life insurance provisions on our financial statements. The federal income tax asset (liability) (in millions) was as follows: Current Deferred Total federal income tax asset (liability) As of December 31, 2017 2018 $ $ (24) $ (1,158) (1,182) $ (35) (2,095) (2,130) 148 Significant components of our deferred tax assets and liabilities (in millions) were as follows: Deferred Tax Assets Future contract benefits and other contract holder funds Reinsurance related embedded derivative asset Compensation and benefit plans Intangibles Tax credits Net operating losses Other Total deferred tax assets Deferred Tax Liabilities DAC VOBA Net unrealized gain on AFS securities Net unrealized gain on trading securities Intangibles Investment activity Other Total deferred tax liabilities Net deferred tax asset (liability) As of December 31, 2017 2018 $ $ $ $ $ 649 1 179 40 - 264 56 1,189 $ $ $ 1,339 305 338 27 - 332 6 2,347 $ (1,158) $ 795 12 182 - 76 - 7 1,072 1,080 108 1,643 41 9 96 190 3,167 (2,095) As of December 31, 2018, we had no remaining deferred tax assets related to tax credits; however, we have $1.3 billion of net operating losses to carry forward to future years. Although realization is not assured, management believes that it is more likely than not that we will realize the benefits of our deferred tax assets, and, accordingly, no valuation allowance has been recorded. As of December 31, 2018 and 2017, $16 million and $11 million, respectively, of our unrecognized tax benefits presented below, if recognized, would have affected our federal income tax expense (benefit) and our effective tax rate. We are not aware of any events for which it is likely that unrecognized tax benefits will significantly increase or decrease within the next year. A reconciliation of the unrecognized tax benefits (in millions) was as follows: Balance as of beginning-of-year Increases for prior year tax positions Increases for current year tax positions Balance as of end-of-year For the Years Ended December 31, 2018 2017 $ $ 11 - 5 16 $ $ 1 9 1 11 We recognize interest and penalties accrued, if any, related to unrecognized tax benefits as a component of tax expense. For the years ended December 31, 2018, 2017 and 2016, we recognized interest and penalty expense (benefit) related to uncertain tax positions of zero, zero and $(3) million, respectively. There was no accrued interest and penalty expense related to the unrecognized tax benefits as of December 31, 2018 and 2017. We are subject to examination by U.S. federal, state, local and non-U.S. income authorities. We are currently not under examination by the Internal Revenue Service; however, tax years 2015 and forward remain open under the applicable statute of limitations. We are currently under examination by several state and local taxing jurisdictions; however, we do not expect these examinations will materially impact us. 149 8. DAC, VOBA, DSI and DFEL Changes in DAC (in millions) were as follows: Balance as of beginning-of-year Business acquired (sold) through reinsurance Deferrals Amortization, net of interest: Amortization, excluding unlocking, net of interest Unlocking Adjustment related to realized gains (losses) Adjustment related to unrealized gains (losses) Balance as of end-of-year Changes in VOBA (in millions) were as follows: Balance as of beginning-of-year Business acquired (sold) through reinsurance Business acquired Deferrals Amortization: Amortization, excluding unlocking Unlocking Accretion of interest (1) Adjustment related to realized gains (losses) Adjustment related to unrealized gains (losses) Balance as of end-of-year For the Years Ended December 31, 2016 2017 2018 7,887 (246) 1,600 (951) (115) (47) 1,320 9,448 $ $ 8,243 - 1,348 (965) 61 (12) (788) 7,887 $ $ 8,617 - 1,344 (981) (276) 22 (483) 8,243 For the Years Ended December 31, 2016 2017 2018 516 (11) 30 7 (127) (60) 48 (2) 415 816 $ $ 891 - - 7 (105) (48) 52 (1) (280) 516 $ $ 893 - - 3 (108) 36 52 (2) 17 891 $ $ $ $ (1) The interest accrual rates utilized to calculate the accretion of interest ranged from 4.2% to 6.9%. Estimated future amortization of VOBA, net of interest (in millions), as of December 31, 2018, was as follows: 2019 2020 2021 2022 2023 Changes in DSI (in millions) were as follows: Balance as of beginning-of-year Business acquired (sold) through reinsurance Deferrals Amortization, net of interest: Amortization, excluding unlocking, net of interest Unlocking Adjustment related to realized gains (losses) Adjustment related to unrealized gains (losses) Balance as of end-of-year $ $ $ 81 77 73 67 64 For the Years Ended December 31, 2016 2017 2018 238 (21) 47 (28) - (1) 13 248 $ $ 243 - 29 (30) (4) (1) 1 238 $ $ 256 - 24 (32) (2) (1) (2) 243 150 Changes in DFEL (in millions) were as follows: Balance as of beginning-of-year Deferrals Amortization, net of interest: For the Years Ended December 31, 2016 2017 2018 $ $ 1,445 875 $ 1,874 755 1,952 631 Amortization, excluding unlocking, net of interest Unlocking Adjustment related to realized (gains) losses Adjustment related to unrealized (gains) losses Balance as of end-of-year $ (482) (53) (20) 1,004 2,769 $ (396) 1 (14) (775) 1,445 $ (365) (63) (3) (278) 1,874 9. Reinsurance The following summarizes reinsurance amounts (in millions) recorded on our Consolidated Statements of Comprehensive Income (Loss), excluding amounts attributable to the indemnity reinsurance transaction with Swiss Re Life & Health America, Inc. (“Swiss Re”): Direct insurance premiums and fee income Reinsurance assumed Reinsurance ceded Total insurance premiums and fee income Direct insurance benefits Reinsurance recoveries netted against benefits Total benefits For the Years Ended December 31, 2016 2017 2018 $ $ $ $ 12,041 89 (1,543) 10,587 8,592 (1,806) 6,786 $ $ $ $ 10,269 91 (1,485) 8,875 6,770 (1,610) 5,160 $ $ $ $ 9,551 93 (1,413) 8,231 6,195 (1,503) 4,692 Our insurance companies cede insurance to other companies. The portion of our life insurance and annuity risks exceeding each of our insurance companies’ retention limit is reinsured with other insurers. We seek reinsurance coverage to limit our exposure to mortality losses and to enhance our capital management. As of December 31, 2018, the policy for our reinsurance program was to retain up to $20 million on a single insured life. As the amount we retain varies by policy, we reinsured approximately 25% of the mortality risk on newly issued life insurance contracts in 2018. Approximately 46% and 38% of our total individual life in-force amount was reinsured as of December 31, 2018 and 2017, respectively. We focus on obtaining reinsurance from a diverse group of reinsurers, and we monitor concentration as well as financial strength ratings of our reinsurers. Our amounts recoverable from reinsurers represent receivables from and reserves ceded to reinsurers. The amounts recoverable from reinsurers were $17.7 billion and $4.9 billion as of December 31, 2018 and 2017, respectively. As disclosed in Note 3, Protective represents our largest reinsurance exposure following the sale of the Liberty Life Business that resulted in amounts recoverable from Protective of $12.1 billion as of December 31, 2018. Protective has funded trusts, of which the balance in the trusts changes as a result of ongoing reinsurance activity, to support the business ceded, which totaled $13.7 billion as of December 31, 2018. Our reinsurance operations were acquired by Swiss Re in December 2001 through a series of indemnity reinsurance transactions. As such, Swiss Re reinsured certain liabilities and obligations under the indemnity reinsurance agreements. As we are not relieved of our liability to the ceding companies for this business, the liabilities and obligations associated with the reinsured policies remain on our Consolidated Balance Sheets with a corresponding reinsurance receivable from Swiss Re, which totaled $1.5 billion and $1.8 billion as of December 31, 2018 and 2017, respectively. Swiss Re has funded a trust, with a balance of $2.4 billion as of December 31, 2018, 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 as of December 31, 2018, included $177 million and $24 million, respectively, related to the business sold to Swiss Re. Portions of our deferred annuity business have been reinsured on either a coinsurance or a Modco basis with other companies to limit our exposure to interest rate risks. As of December 31, 2018 and 2017, the reserves associated with these reinsurance arrangements totaled $433 million and $530 million, respectively. In addition, effective October 1, 2018, we entered into a Modco agreement with Athene to reinsure fixed and fixed indexed annuity products, which resulted in a $7.5 billion deposit asset reflected within other assets on our Consolidated Balance Sheets as of December 31, 2018. The Modco account includes fixed maturity AFS securities, trading securities, commercial mortgage loans, derivative investments and cash that had carrying values of $6.5 billion, $559 million, $72 million, $60 million 151 and $265 million, respectively, as of December 31, 2018. As described in Note 1, we recorded a deferred gain on business sold through reinsurance related to the transaction with Athene and amortized $8 million of the gain during 2018. 10. Goodwill and Specifically Identifiable Intangible Assets The changes in the carrying amount of goodwill (in millions) by reportable segment were as follows: Annuities Retirement Plan Services Life Insurance Group Protection Total goodwill For the Year Ended December 31, 2018 Gross Goodwill as of Accumulated Impairment Acquisition as of Beginning- Beginning- Accounting of-Year of-Year Adjustments Impairment Net Goodwill as of End- of-Year $ $ 1,040 $ 20 2,188 274 3,522 $ (600) $ - (1,554) - (2,154) $ - $ - - 414 414 $ - $ - - - - $ 440 20 634 688 1,782 For the Year Ended December 31, 2017 Gross Goodwill Accumulated Impairment Acquisition as of Beginning- Beginning- Accounting as of of-Year of-Year Adjustments Impairment Net Goodwill as of End- of-Year Annuities Retirement Plan Services Life Insurance Group Protection Total goodwill $ $ 1,040 $ 20 2,188 274 3,522 $ (600) $ - (649) - (1,249) $ - $ - - - - $ - $ - (905) - (905) $ 440 20 634 274 1,368 The fair values of our reporting units (Level 3 fair value estimates) are comprised of the value of in-force (i.e., existing) business and the value of new business. Specifically, new business is representative of cash flows and profitability associated with policies or contracts we expect to issue in the future, reflecting our forecasts of future sales volume and product mix over a 10-year period. To determine the values of in-force and new business, we use a discounted cash flows technique that applies a discount rate reflecting the market expected, weighted-average rate of return adjusted for the risk factors associated with operations to the projected future cash flows for each reporting unit. As of October 1, 2018, we performed our annual quantitative goodwill impairment test for our reporting units, and the fair value was in excess of each reporting unit’s carrying value for Annuities, Retirement Plan Services, Life Insurance and Group Protection. As of October 1, 2017, the date of our annual quantitative assessment of goodwill, our Annuities, Retirement Plan Services and Group Protection reporting units had fair values that exceeded the carrying value of each reporting unit. Our early adoption of ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” resulted in impairment of the Life Insurance reporting unit goodwill of $905 million during the fourth quarter of 2017 driven primarily from the impact of the December 22, 2017, enactment of the Tax Act that increased the carrying value of the Life Insurance reporting unit in excess of its fair value. 152 The gross carrying amounts and accumulated amortization (in millions) for each major specifically identifiable intangible asset class by reportable segment were as follows: As of December 31, 2018 As of December 31, 2017 Gross Carrying Amount Gross Accumulated Carrying Amortization Amount Accumulated Amortization Retirement Plan Services: Mutual fund contract rights (1) $ 5 $ - $ 5 $ - Life Insurance: Sales force Group Protection: VOCRA VODA Insurance licenses (1) Total 100 51 100 47 576 31 3 715 $ 5 - - 56 $ - - - 105 $ - - - 47 $ (1) No amortization recorded as the intangible asset has indefinite life. Future estimated amortization of specifically identifiable intangible assets (in millions) as of December 31, 2018, was as follows: 2019 2020 2021 2022 2023 Thereafter $ 26 37 37 37 37 477 11. Guaranteed Benefit Features Information on the GDB features outstanding (dollars in millions) was as follows: Return of Net Deposits Total account value Net amount at risk (2) Average attained age of contract holders Minimum Return Total account value Net amount at risk (2) Average attained age of contract holders Guaranteed minimum return Anniversary Contract Value Total account value Net amount at risk (2) Average attained age of contract holders As of December 31, 2018 (1) 2017 (1) $ $ $ $ $ $ 89,783 1,002 65 years 88 18 77 years 5% 23,365 2,007 71 years 96,941 81 64 years 108 18 76 years 5% 26,596 417 70 years (1) Our variable contracts with guarantees may offer more than one type of guarantee in each contract; therefore, the amounts listed are not mutually exclusive. (2) Represents the amount of death benefit in excess of the account balance that is subject to market fluctuations. 153 The determination of GDB 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 summarizes the balances of and changes in the liabilities for GDBs (in millions), which were recorded in future contract benefits on our Consolidated Balance Sheets: Balance as of beginning-of-year Changes in reserves Benefits paid Balance as of end-of-year Variable Annuity Contracts For the Years Ended December 31, 2016 2017 2018 $ $ 100 77 (16) 161 $ $ 110 8 (18) 100 $ $ 115 34 (39) 110 Account balances of variable annuity contracts, including those with guarantees, (in millions) were invested in separate account investment options as follows: Asset Type Domestic equity International equity Fixed income Total As of December 31, 2017 2018 $ $ 54,060 $ 18,359 37,942 110,361 $ 59,647 20,837 40,626 121,110 Percent of total variable annuity separate account values 99% 99% Secondary Guarantee Products Future contract benefits and other contract holder funds include reserves for our secondary guarantee products sold through our Life Insurance segment. Reserves on UL and VUL products with secondary guarantees represented 35% of total life insurance in-force reserves as of December 31, 2018 and 2017. UL and VUL products with secondary guarantees represented 36%, 27% and 33% of total sales for the years ended December 31, 2018, 2017 and 2016, respectively. 154 12. Liability for Unpaid Claims Changes in the liability for unpaid claims (in millions), were as follows: Balance as of beginning-of-year Reinsurance recoverable Net balance as of beginning-of-year Business acquired (1) Incurred related to: Current year Prior years: Interest All other incurred (2) Total incurred Paid related to: Current year Prior years Total paid Net balance as of end-of-year Reinsurance recoverable Balance as of end-of-year For the Years Ended December 31, 2016 2017 2018 $ $ 2,222 57 2,165 2,842 $ 2,242 69 2,173 - 2,307 71 2,236 - 2,531 1,346 1,395 120 (208) 2,443 (1,197) (1,061) (2,258) 5,192 143 5,335 $ 69 (76) 1,339 (798) (549) (1,347) 2,165 57 2,222 $ 71 (156) 1,310 (806) (567) (1,373) 2,173 69 2,242 $ (1) Represents Liberty group life and disability reserves, net, as of May 1, 2018, subject to finalization of acquisition date fair values. See Note 3 for additional information. (2) All other incurred is primarily impacted by the level of claim resolutions in the period compared to that which is expected by the reserve assumption. A negative number implies a favorable result where claim resolutions were more favorable than assumed. Our claim resolution rate assumption used in determining reserves is our expectation of the resolution rate we will experience over the long-term life of the block of claims. It will vary from actual experience in any one period, both favorably and unfavorably. The majority of the reserves included above are for long-term disability claims. The interest rate assumption is an important part of the reserving process due to the long benefit period for these claims. Interest accrued on prior years reserves has been calculated on the opening reserve balance less one-half of the prior year’s incurred claim payments at our average reserve discount rate. Long-term disability benefits may extend for many years, and claim development schedules do not reflect these longer benefit periods. As a result, we use longer term retrospective runoff studies, experience studies and prospective studies to develop our liability estimates. Long-term disability reserves are discounted using rates ranging from 3.25% to 5%. The discount rates vary by year of claim incurral. A reconciliation of future contract benefits as reported in our Consolidated Balance Sheets to the liability for unpaid claims (in millions), was as follows: Future contract benefits Less: As of December 31, 2017 2016 2018 $ 34,648 $ 22,887 $ 21,576 Life insurance and annuity reserves and claims due Accident and health life insurance reserves Liability for unpaid claims 27,732 1,581 5,335 $ 19,066 1,599 2,222 $ $ 17,634 1,700 2,242 155 13. Short-Term and Long-Term Debt Details underlying short-term and long-term debt (in millions) were as follows: Short-Term Debt Current maturities of long-term debt Total short-term debt Long-Term Debt, Excluding Current Portion Senior notes: 8.75% notes, due 2019 (1) 6.25% notes, due 2020 (1) 4.85% notes, due 2021 (1) 4.20% notes, due 2022 (1) LIBOR + 100 bps loan, due 2023 4.00% notes, due 2023 (1) 3.35% notes, due 2025 (1) 3.63% notes, due 2026 (1) 3.80% notes, due 2028 (1) 6.15% notes, due 2036 (1) 6.30% notes, due 2037 (1)(2) 7.00% notes, due 2040 (1)(2) 4.35% notes, due 2048 (1) Total senior notes Capital securities: LIBOR + 236 bps, due 2066 (3) LIBOR + 204 bps, due 2067 (3) Total capital securities Unamortized premiums (discounts) Unamortized debt issuance costs Unamortized adjustments from discontinued hedges Fair value hedge on interest rate swap agreements $ $ $ As of December 31, 2017 2018 $ $ $ - - - 300 300 300 200 500 300 400 500 348 375 500 450 4,473 722 491 1,213 (3) (33) 123 66 450 450 287 300 300 300 - 350 300 400 - 348 375 500 - 3,460 722 491 1,213 (8) (25) - 254 Total unamortized premiums (discounts), unamortized debt issuance costs and fair value hedge on interest rate swap agreements Total long-term debt 153 5,839 $ 221 4,894 $ (1) We have the option to repurchase the outstanding notes by paying the greater of 100% of the principal amount of the notes to be redeemed or the make-whole amount (as defined in each note agreement), plus in each case any accrued and unpaid interest as of the date of redemption. (2) Categorized as operating debt for leverage ratio calculations as the proceeds were primarily used as a long-term structured solution to reduce the strain on increasing statutory reserves associated with secondary guarantee UL and term policies. (3) To hedge the variability in rates, we purchased interest rate swaps to lock in a fixed rate of approximately 5% over the remaining terms of the capital securities. Details underlying the recognition of a gain (loss) on the early extinguishment of debt (in millions) on our Consolidated Statements of Comprehensive Income (Loss) were as follows: Principal balance outstanding prior to payoff (1) Unamortized debt issuance costs and discounts prior to payoff Amount paid to retire debt Gain (loss) on early extinguishment of debt, pre-tax For the Years Ended December 31, 2016 2017 2018 $ $ $ 287 (1) (309) (23) $ - 5 - 5 $ $ 350 (3) (410) (63) (1) During the first quarter of 2018, we repurchased $287 million of our 8.75% senior notes due 2019. During the fourth quarter of 2016, we repurchased $200 million of our 8.75% senior notes due 2019 and $150 million of our 6.15% senior notes due 2036. 156 Future principal payments due on long-term debt (in millions) as of December 31, 2018, were as follows: 2019 2020 2021 2022 2023 Thereafter Total $ $ - 300 300 300 700 4,086 5,686 For our long-term debt outstanding, unsecured senior debt, which consists of senior notes, fixed-rate notes and other notes with varying interest rates, ranks highest in priority, followed by capital securities. Credit Facilities and Letters of Credit Credit facilities, which allow for borrowing or issuances of letters of credit (“LOCs”), and LOCs (in millions) were as follows: Credit Facilities Five-year revolving credit facility LOC facility (1) LOC facility (1) LOC facility (1) Total As of December 31, 2018 Expiration Date Maximum Available LOCs Issued Jun-2021 Dec-2019 Aug-2031 Oct-2031 $ $ 2,500 350 990 1,006 4,846 $ $ 1,001 350 953 1,006 3,310 (1) Our wholly-owned subsidiaries entered into irrevocable LOC facility agreements with third-party lenders supporting inter-company reinsurance agreements. On June 30, 2016, we refinanced our existing credit agreement with a syndicate of banks. This agreement (the “credit facility”) allows for the borrowing and issuance of LOCs of up to $2.5 billion, $1.75 billion of which is available only to reimburse the banks for drawn LOCs. The credit facility is unsecured and has a commitment termination date of June 30, 2021. The LOCs under the facility are used primarily to satisfy reserve credit requirements of (i) our domestic insurance companies for which reserve credit is provided by our affiliated reinsurance companies and (ii) certain ceding companies of our legacy reinsurance business. The credit facility contains or includes: • Customary terms and conditions, including 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; • Financial covenants including maintenance of a minimum consolidated net worth (as defined in the facility) equal to the sum of $10.5 billion plus 50% of the aggregate net proceeds of equity issuances received by us in accordance with the terms of the credit facility; and a debt-to-capital ratio as defined in accordance with the credit facility not to exceed 0.35 to 1.00; and • Customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. Upon an event of default, the credit facility provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable. As of December 31, 2018, we were in compliance with all such covenants. Our LOC facility agreements each contain customary terms and conditions, including early termination fees, covenants restricting the ability of the subsidiaries to incur liens, merge or consolidate with another entity and dispose of all or substantially all of their assets. Upon an event of early termination, the agreements require the immediate payment of all or a portion of the present value of the future LOC fees that would have otherwise been paid. Further, the agreements contain customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the agreements provide that, among other things, obligations to issue, amend or increase the amount of any LOC shall be terminated and any obligations shall become immediately due and payable. As of December 31, 2018, we were in compliance with all such covenants. Shelf Registration We currently have an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units and depository shares. 157 Certain Debt Covenants on Capital Securities Our $1.2 billion in principal amount of capital securities outstanding contain certain covenants that require us to make interest payments in accordance with an alternative coupon satisfaction mechanism (“ACSM”) if we determine that one of the following trigger events exists as of the 30th day prior to an interest payment date (“determination date”): • LNL’s risk-based capital (“RBC”) ratio is less than 175% (based on the most recent annual financial statement filed with the State of • Indiana); or (i) The sum of our consolidated net income for the four trailing fiscal quarters ending on the quarter that is two quarters prior to the most recently completed quarter prior to the determination date is zero or negative; and (ii) our consolidated stockholders’ equity (excluding AOCI and any increase in stockholders’ equity resulting from the issuance of preferred stock during a quarter), or “adjusted stockholders’ equity,” as of (x) the most recently completed quarter and (y) the end of the quarter that is two quarters before the most recently completed quarter, has declined by 10% or more as compared to the quarter that is 10 fiscal quarters prior to the last completed quarter, or the “benchmark quarter.” The ACSM would generally require us to use commercially reasonable efforts to satisfy our obligation to pay interest in full on the capital securities with the net proceeds from sales of our common stock and warrants to purchase our common stock with an exercise price greater than the market price. We would have to utilize the ACSM until the trigger events no longer existed. Our failure to pay interest pursuant to the ACSM will not result in an event of default with respect to the capital securities nor will a nonpayment of interest unless it lasts for 10 consecutive years, although such breaches may result in monetary damages to the holders of the capital securities. As of December 31, 2018, we were in compliance with all such covenants. 14. Contingencies and Commitments Contingencies Regulatory and Litigation Matters Regulatory bodies, such as state insurance departments, the SEC, Financial Industry Regulatory Authority and other regulatory bodies regularly make inquiries and conduct examinations or investigations concerning our compliance with, among other things, insurance laws, securities laws, laws governing the activities of broker-dealers, registered investment advisers and unclaimed property laws. LNC is involved in various pending or threatened legal or regulatory proceedings, including purported class actions, arising from the conduct of business both in the ordinary course and otherwise. In some of the matters, very large and/or indeterminate amounts, including punitive and treble damages, are sought. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceeding verdicts obtained in the jurisdiction for similar matters. This variability in pleadings, together with the actual experiences of LNC in litigating or resolving through settlement numerous claims over an extended period of time, demonstrates to management that the monetary relief which may be specified in a lawsuit or claim bears little relevance to its merits or disposition value. Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time is normally difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal. Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law. We establish liabilities for litigation and regulatory loss contingencies when information related to the loss contingencies shows both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be estimated as of December 31, 2018. While the potential future charges could be material in the particular quarterly or annual periods in which they are recorded, based on information currently known by management, management does not believe any such charges are likely to have a material adverse effect on LNC’s financial condition. For some matters, the Company is able to estimate a reasonably possible range of loss. For such matters in which a loss is probable, an accrual has been made. For such matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. Accordingly, the estimate contained in this paragraph reflects two types of matters. For some matters included within this estimate, an accrual has been made, but there is a reasonable possibility that an exposure exists in excess of the amount accrued. In these cases, the estimate reflects the reasonably possible range of loss in excess of the accrued amount. For other matters included within this estimation, no accrual has been made because a loss, while potentially estimable, is believed to be reasonably possible but not probable. In these cases, the estimate reflects the reasonably possible loss or range of loss. As of December 31, 2018, we estimate the aggregate range of reasonably possible losses to be up to approximately $50 million. 158 For other matters, we are not currently able to estimate the reasonably possible loss or range of loss. We are often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts and the progress of settlement negotiations. On a quarterly and annual basis, we review relevant information with respect to litigation contingencies and update our accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews. Certain reinsurers have sought rate increases on certain yearly renewable term treaties. We are disputing the requested rate increases under these treaties. We have initiated and will initiate arbitration proceedings, as necessary, under these treaties in order to protect our contractual rights. Additionally, reinsurers may initiate arbitration proceedings against us. We believe it is unlikely the outcome of these disputes will have a material adverse effect on our financial condition. For more information about reinsurance, see Note 9. Cost of Insurance Litigation Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company, filed in the U.S. District Court for the District of Connecticut, No. 3:16-cv-00827, is a putative class action that was served on LNL on June 8, 2016. Plaintiff is the owner of a universal life insurance policy who alleges that LNL charged more for non-guaranteed cost of insurance than permitted by the policy. Plaintiff seeks to represent all universal life and variable universal life policyholders who owned policies containing non-guaranteed cost of insurance provisions that are similar to those of Plaintiff’s policy and seeks damages on behalf of all such policyholders. On January 11, 2019, the court dismissed plaintiff’s complaint in its entirety. The court ordered that plaintiff will have until February 26, 2019, to file a motion seeking leave to amend. Hanks v. The Lincoln Life and Annuity Company of New York (“LLANY”) and Voya Retirement Insurance and Annuity Company (“Voya”), filed in the U.S. District Court for the Southern District of New York, No. 1:16-cv-6399, is a putative class action that was served on LLANY on August 12, 2016. Plaintiff owns a universal life policy originally issued by Aetna (now Voya) and alleges that (i) Voya breached the terms of the policy when it increased non-guaranteed cost of insurance rates on Plaintiff’s policy; and (ii) LLANY, as reinsurer and administrator of Plaintiff’s policy, engaged in wrongful conduct related to the cost of insurance increase and was unjustly enriched as a result. Plaintiff seeks to represent all owners of Aetna life insurance policies that were subject to non-guaranteed cost of insurance rate increases in 2016 and seeks damages on their behalf. We are vigorously defending this matter. EFG Bank AG, Cayman Branch, et al. v. The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:17-cv-02592, is a civil action filed on February 1, 2017. Plaintiffs own Legend Series universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Plaintiffs allege that LNL breached the terms of policyholders’ contracts when it increased cost of insurance rates beginning in 2016. We are vigorously defending this matter. In re: Lincoln National COI Litigation, pending in the U.S. District Court for the Eastern District of Pennsylvania, Master File No. 2:16-cv- 06605-GJP, is a consolidated litigation matter related to multiple putative class action filings that were consolidated by an order dated March 20, 2017. In addition to consolidating a number of existing matters, the order also covers any future cases filed in the same district related to the same subject matter. Plaintiffs own universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Plaintiffs allege that LNL and LNC breached the terms of policyholders’ contracts by increasing non-guaranteed cost of insurance rates beginning in 2016. Plaintiffs seek to represent classes of policyowners and seek damages on their behalf. We are vigorously defending this matter. In re: Lincoln National 2017 COI Rate Litigation, Master File No. 2:17-cv-04150 is a consolidated litigation matter related to multiple putative class action filings that were consolidated by an order of the court in March 2018. Plaintiffs own universal life insurance policies originally issued by former Jefferson-Pilot (now LNL). Plaintiffs allege that LNL and LNC breached the terms of policyholders’ contracts by increasing non-guaranteed cost of insurance rates beginning in 2017. Plaintiffs seek to represent classes of policyholders and seek damages on their behalf. We are vigorously defending this matter. Iwanski v. First Penn-Pacific Life Insurance Company (“FPP”), No. 2:18-cv-01573 filed in the U.S. District Court for the District Court, Eastern District of Pennsylvania is a putative class action that was filed on April 13, 2018. Plaintiff alleges that defendant FPP breached the terms of his life insurance policy by deducting non-guaranteed cost of insurance charges in excess of what is permitted by the policies. Plaintiff seeks to represent all owners of universal life insurance policies issued by FPP containing non-guaranteed cost of insurance provisions that are similar to those of Plaintiff’s policy and seeks damages on their behalf. Breach of contract is the only cause of action asserted. We are vigorously defending this matter. TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company, filed in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:18-cv-02989, is a putative class action that was filed on July 17, 2018. Plaintiff alleges that LNL charged more for non-guaranteed cost of insurance than permitted by the policy. Plaintiff seeks to represent all universal life and variable universal life policyholders who own policies issued by LNL or its predecessors containing non-guaranteed cost of insurance provisions that are similar to those of Plaintiff’s policy and seeks damages on behalf of all such policyholders. We are vigorously defending this matter. LSH Co. and Wells Fargo Bank, National Association, as securities intermediary for LSH Co. v. Lincoln National Corporation and The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:18-cv-05529, is a civil action filed 159 on December 21, 2018. Plaintiffs own universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Plaintiffs allege that LNL breached the terms of policyholders’ contracts when it increased non-guaranteed cost of insurance rates in 2016 and 2017. Because the majority of policies at issue experienced a rate change in 2016, we expect the case will be consolidated with the In re: Lincoln National COI Litigation and EFG Bank cases, discussed above. We are vigorously defending this matter. Commitments Operating Leases We lease office space and certain equipment under various long-term lease agreements. Rental expense on operating leases for the years ended December 31, 2018, 2017 and 2016, was $50 million, $43 million and $44 million, respectively. Our future minimum lease payments (in millions) as of December 31, 2018, were as follows: 2019 2020 2021 2022 2023 Thereafter Total Capital Leases $ $ 44 41 40 36 33 88 282 In 2018 and 2017, we entered into sale-leaseback transactions on $88 million and $62 million, respectively, (net of amortization) of assets. These transactions have been classified as other assets on our Consolidated Balance Sheets. These assets will continue to be amortized on a straight-line basis over the assets’ remaining lives. Total accumulated amortization of all capital leased assets under sale-leaseback transactions as of December 31, 2018 and 2017, was $282 million and $101 million, respectively. Future minimum lease payments under capital leases (in millions) as of December 31, 2018, were as follows: 2019 2020 2021 2022 2023 Thereafter $ Total minimum lease payments Less: Amount representing interest Present value of minimum lease payments $ Football Stadium Naming Rights Commitment 97 58 68 67 91 28 409 45 364 In 2002, we entered into 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 $140 million over a 20-year period through annual payments to the Philadelphia Eagles, which average approximately $7 million per year. The total amount includes a maximum annual increase related to the Consumer Price Index. This future commitment has not been recorded as a liability on our Consolidated Balance Sheets as it is being accounted for in a manner consistent with the accounting for operating leases under the Leases Topic of the FASB ASC. Vulnerability from Concentrations As of December 31, 2018, we did not have a concentration of: business transactions with a particular customer or lender; sources of supply of labor or services used in the business; or a market or geographic area in which business is conducted that makes us 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 condition. For information on our investment and reinsurance concentrations, see Notes 5 and 9, respectively. Although we do not have any significant concentration of customers, our American Legacy Variable Annuity (“ALVA”) product offered in our Annuities segment is significant to this segment. The ALVA product accounted for 11%, 14% and 21% of Annuities’ variable annuity product deposits in 2018, 2017 and 2016, respectively, and represented approximately 38%, 40% and 41% of the segment’s total variable annuity product account values as of December 31, 2018, 2017 and 2016, respectively. In addition, fund choices for certain of our other variable annuity products offered in our Annuities segment include American Fund Insurance SeriesSM (“AFIS”) funds. For the Annuities segment, AFIS funds accounted for 16%, 20% and 23% of variable annuity product deposits in 2018, 2017 and 2016, respectively, and represented 45%, 47% and 47% of the segment’s total variable annuity product account values as of December 31, 2018, 2017 and 2016, respectively. 160 Other Contingency Matters State guaranty funds assess insurance companies to cover losses to contract holders 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 and the related reductions in future state premium taxes, which net to assessments (recoveries) of $(17) million and $(16) million as of December 31, 2018 and 2017, respectively. 15. Shares and Stockholders’ Equity Common Shares The changes in our common stock (number of shares) were as follows: Common Stock Balance as of beginning-of-year Stock issued for exercise of warrants Stock compensation/issued for benefit plans Retirement/cancellation of shares Balance as of end-of-year Common Stock as of End-of-Year Basic basis Diluted basis Our common stock is without par value. Average Shares For the Years Ended December 31, 2016 2017 2018 218,090,114 212,670 800,325 (13,240,349) 205,862,760 226,335,105 344,901 1,793,234 (10,383,126) 218,090,114 243,835,893 79,397 1,732,812 (19,312,997) 226,335,105 205,862,760 209,034,686 218,090,114 221,309,830 226,335,105 230,126,820 A reconciliation of the denominator (number of shares) in the calculations of basic and diluted earnings (loss) per common share was as follows: Weighted-average shares, as used in basic calculation Shares to cover exercise of outstanding warrants Shares to cover non-vested stock Average stock options outstanding during the year Assumed acquisition of shares with assumed proceeds from exercising outstanding warrants Assumed acquisition of shares with assumed proceeds and benefits from exercising stock options (at average market price for the year) Shares repurchasable from measured but unrecognized stock option expense Average deferred compensation shares Weighted-average shares, as used in diluted calculation For the Years Ended December 31, 2018 2016 2017 234,181,717 222,128,687 215,936,448 1,089,221 761,353 568,602 1,109,490 1,626,908 1,534,142 2,256,720 2,360,372 1,739,029 (81,260 ) (109,034) (248,402) (1,074,406 ) (1,414,857) (1,508,620) (14,600 ) 944,151 219,552,106 (53,241) 920,792 226,220,980 (49,839) - 236,830,287 In the event the average market price of LNC common stock exceeds the issue price of stock options and the options have a dilutive effect to our EPS, such options will be shown in the table above. We have participants in our deferred compensation plans who selected LNC stock as the measure for the investment return attributable to all or a portion of their deferral amounts. For the years ended December 31, 2018 and 2017, the effect of settling this obligation in LNC stock (“equity classification”) was more dilutive than the scenario of settling in cash (“liability classification”). Therefore, for our EPS calculation for these periods, we added these shares to the denominator and adjusted the numerator to present net income as if the shares had been accounted for under equity classification by removing the mark-to-market adjustment included in net income attributable to these deferred units of LNC stock. The amount of this adjustment was $18 million and $(7) million for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, we had 275,068 outstanding warrants. The warrants, each representing the right to purchase one share of our common stock had an exercise price of $9.73 as of December 31, 2018, subject to adjustment. The warrants expire on July 10, 2019, and are listed on the New York Stock Exchange under the symbol “LNC WS.” 161 AOCI The following summarizes the components and changes in AOCI (in millions): Unrealized Gain (Loss) on AFS Securities Balance as of beginning-of-year Cumulative effect from adoption of new accounting standards Unrealized holding gains (losses) arising during the year Change in foreign currency exchange rate adjustment Change in DAC, VOBA, DSI, future contract benefits and other contract holder funds Income tax benefit (expense) Less: Reclassification adjustment for gains (losses) included in net income (loss) Associated amortization of DAC, VOBA, DSI and DFEL Income tax benefit (expense) Balance as of end-of-year Unrealized OTTI on AFS Securities Balance as of beginning-of-year (Increases) attributable to: Cumulative effect from adoption of new accounting standards Gross OTTI recognized in OCI during the year Change in DAC, VOBA, DSI and DFEL Income tax benefit (expense) Decreases attributable to: Changes in fair value, sales, maturities or other settlements of AFS securities Change in DAC, VOBA, DSI and DFEL Income tax benefit (expense) Balance as of end-of-year Unrealized Gain (Loss) on Derivative Instruments Balance as of beginning-of-year Cumulative effect from adoption of new accounting standard Unrealized holding gains (losses) arising during the year Change in foreign currency exchange rate adjustment Change in DAC, VOBA, DSI and DFEL Income tax benefit (expense) Less: Reclassification adjustment for gains (losses) included in net income (loss) Associated amortization of DAC, VOBA, DSI and DFEL Income tax benefit (expense) Balance as of end-of-year Foreign Currency Translation Adjustment Balance as of beginning-of-year Foreign currency translation adjustment arising during the year Balance as of end-of-year Funded Status of Employee Benefit Plans Balance as of beginning-of-year Cumulative effect from adoption of new accounting standard Adjustment arising during the year Income tax benefit (expense) Balance as of end-of-year For the Years Ended December 31, 2016 2017 2018 $ $ $ $ $ $ $ $ $ $ $ $ $ 3,486 674 (6,274) (107) 1,748 981 (42) (20) 13 557 44 9 - - - (19) (6) 5 33 $ (29) $ (6) 144 111 (13) (51) 24 (2) (5) 139 $ (14) $ (9) (23) $ (257) $ (35) (12) 5 (299) $ $ $ $ $ $ 1,784 - 3,032 134 (705) (797) (39) (20) 21 3,486 25 - - - - 34 (5) (10) 44 49 - 27 (137) 2 38 13 (1) (4) (29) $ (27) $ 13 (14) $ (265) $ - 18 (10) (257) $ 991 - 1,600 (99) (456) (370) (158) (23) 63 1,784 26 - (55) 12 15 54 (12) (15) 25 132 - (215) 96 3 41 14 (1) (5) 49 (5) (22) (27) (299) - 43 (9) (265) 162 The following summarizes the reclassifications out of AOCI (in millions) and the associated line item in the Consolidated Statements of Comprehensive Income (Loss): Unrealized Gain (Loss) on AFS Securities Gross reclassification Associated amortization of DAC, VOBA, DSI and DFEL Reclassification before income tax benefit (expense) Income tax benefit (expense) Reclassification, net of income tax Unrealized OTTI on AFS Securities Gross reclassification Change in DAC, VOBA, DSI and DFEL Reclassification before income tax benefit (expense) Income tax benefit (expense) Reclassification, net of income tax $ $ $ Unrealized Gain (Loss) on Derivative Instruments Gross reclassifications: Interest rate contracts Interest rate contracts Interest rate contracts Foreign currency contracts Foreign currency contracts $ Total gross reclassifications Associated amortization of DAC, VOBA, DSI and DFEL Reclassifications before income tax benefit (expense) Income tax benefit (expense) Reclassifications, net of income tax $ 16. Commissions and Other Expenses For the Years Ended December 31, 2016 2017 2018 $ (42) $ (39) $ (158) Total realized gain (loss) (20) (62) 13 (49) 8 - 8 (2) 6 4 (7) - 27 - 24 (2) 22 (5) 17 $ $ $ $ $ (20) (59) 21 (38) 5 (1) 4 (1) 3 4 (18) - 18 9 13 (1) 12 (4) 8 $ $ $ $ $ (23) Total realized gain (loss) Income (loss) from continuing operations before taxes (181) 63 Federal income tax expense (benefit) (118) Net income (loss) 3 Total realized gain (loss) - Total realized gain (loss) Income (loss) from continuing operations before taxes 3 - Federal income tax expense (benefit) 3 Net income (loss) 5 Net investment income (10) Interest and debt expense 1 Total realized gain (loss) 11 Net investment income 7 Total realized gain (loss) 14 (1) Commissions and other expenses Income (loss) from continuing operations before taxes 13 (5) Federal income tax expense (benefit) 8 Net income (loss) Details underlying commissions and other expenses (in millions) were as follows: Commissions General and administrative expenses Expenses associated with reserve financing and unrelated LOCs DAC and VOBA deferrals and interest, net of amortization Broker-dealer expenses Specifically identifiable intangible asset amortization Taxes, licenses and fees Acquisition and integration costs related to mergers and Total 17. Retirement and Deferred Compensation Plans Defined Benefit Pension and Other Postretirement Benefit Plans For the Years Ended December 31, 2016 2017 2018 $ $ 2,256 1,953 84 (402) 465 9 313 85 4,763 $ $ 1,986 1,766 87 (350) 438 4 245 - 4,176 $ $ 1,910 1,687 80 (70) 418 4 248 - 4,277 We maintain U.S. defined benefit pension plans in which certain U.S. employees and agents are participants, and a U.K. plan we retained after the sale of the Lincoln UK business. Our defined benefit pension plans are closed to new entrants and existing participants do not accrue any additional benefits. We comply with the minimum funding requirements in both the U.S. and the U.K. In accordance with 163 such practice, we were not required to make contributions but elected to contribute $8 million and $10 million for the years ended December 31, 2018 and 2017, respectively. We do not expect to be required to make any contributions to these pension plans in 2019. We sponsor other postretirement benefit plans that provide health care and life insurance to certain retired employees and agents. Total net periodic cost (recovery) for these plans was $(2) million, $(3) million and $5 million during 2018, 2017 and 2016, respectively. In 2019, we expect to make benefit payments of approximately $110 million for these plans. Information (in millions) with respect to these plans was as follows: As of or For the Years Ended December 31, 2018 2017 2018 2017 $ $ $ $ Fair value of plan assets Projected benefit obligation Funded status Amounts Recognized on the Consolidated Balance Sheets Other assets Other liabilities Net amount recognized Weighted-Average Assumptions Benefit obligations: Weighted-average discount rate Net periodic benefit cost: Weighted-average discount rate Expected return on plan assets Other Postretirement Benefit Plans $ Pension Plans 1,356 1,477 (121) $ $ 1,566 1,674 (108) $ $ 64 74 (10) $ $ 52 (173) (121) $ $ 45 (153) (108) $ $ - (10) (10) $ 60 87 (27) - (27) (27) 4.14% 3.62% 4.50% 4.00% 3.75% 6.46% 4.01% 6.71% 4.00% 6.50% 4.50% 6.50% The weighted average discount rate was determined based on a corporate yield curve as of December 31, 2018, and projected benefit obligation cash flows. The expected return on plan assets was determined based on historical and expected future returns of the various asset categories, using the plans’ target plan allocation. We reevaluate these assumptions each plan year. The following summarizes our fair value measurements of our benefit plans’ assets (in millions) on a recurring basis by asset category: Fixed maturity securities: Corporate bonds U.S. government bonds Foreign government bonds State and municipal bonds Common and preferred stock Cash and invested cash Other investments Total As of December 31, 2017 2018 $ $ 249 252 216 28 485 125 65 1,420 $ $ 292 291 231 32 615 103 62 1,626 See “Fair Value Measurement” in Note 1 for discussion on how we categorize our pension plans’ assets into the three-level fair value hierarchy. See “Financial Instruments Carried at Fair Value” in Note 20 for a summary of our fair value measurement of our pension plans’ assets by the three-level fair value hierarchy. Defined Contribution Plans We sponsor tax-qualified defined contribution plans for eligible employees and agents. We administer these plans in accordance with the plan documents and various limitations under section 401(a) of the Internal Revenue Code of 1986. For the years ended December 31, 2018, 2017 and 2016, expenses for these plans were $93 million, $88 million and $86 million, respectively. Deferred Compensation Plans We sponsor non-qualified, unfunded, deferred compensation plans for certain current and former employees, agents and non-employee directors. The results of certain notional investment options within some of the plans are hedged by total return swaps. Our expenses increase or decrease in direct proportion to the change in market value of the participants’ investment options. Participants of certain 164 plans are able to select our stock as a notional investment option; however, it is not hedged by the total return swaps and is a primary source of expense volatility related to these plans. For the years ended December 31, 2018, 2017 and 2016, expenses for these plans were $4 million, $35 million and $33 million, respectively. For further discussion of total return swaps related to our deferred compensation plans, see Note 6. Information (in millions) with respect to these plans was as follows: As of December 31, 2017 2018 Total liabilities (1) Investments dedicated to fund liabilities (2) $ $ 547 170 588 182 (1) Reported in other liabilities on our Consolidated Balance Sheets. (2) Reported in other assets on our Consolidated Balance Sheets. 18. Stock-Based Incentive Compensation Plans We sponsor stock-based incentive compensation plans for our employees and directors and for the employees and agents of our subsidiaries that provide for the issuance of stock options, performance shares, stock appreciation rights (“SARs”) and restricted stock units (“RSUs”) among other types of awards. We issue new shares to satisfy option exercises and vested performance shares and RSUs. Total compensation expense (in millions) by award type for all of our stock-based incentive compensation plans was as follows: Stock options Performance shares SARs RSUs Total Recognized tax benefit For the Years Ended December 31, 2016 2017 2018 $ $ $ 5 15 (1) 32 51 11 $ $ $ 10 13 2 25 50 18 $ $ $ 9 11 3 23 46 16 Total unrecognized compensation expense (in millions) and expected weighted-average life (in years) by award type for all of our stock- based incentive compensation plans was as follows: 2016 Weighted- Average Period 1.4 1.4 3.6 1.2 Expense $ 8 12 2 25 2018 For the Years Ended December 31, 2017 Stock options Performance shares SARs RSUs Total unrecognized stock-based Weighted- Average Period 1.1 0.9 2.7 1.2 Expense $ 9 14 - 50 Weighted- Average Period 1.4 1.2 3.2 1.1 Expense $ 9 12 2 32 incentive compensation expense $ 73 $ 55 $ 47 Stock Options The option price assumptions used for our stock option awards were as follows: Weighted-average fair value per option granted Assumptions: Dividend yield Expected volatility Risk-free interest rate Expected life (in years) For the Years Ended December 31, 2016 2017 2018 $ 18.74 $ 18.27 $ 9.32 2.1% 27.2% 2.5-2.9% 5.8 2.0% 31.5% 1.7-2.1% 5.5 2.8% 35.9% 1.0-1.6% 5.7 165 The fair value of options is determined using a Black-Scholes options valuation model with the assumptions disclosed in the table above. The dividend yield is based on the expected dividend rate during the expected life of the option. Expected volatility is based on the implied volatility of exchange-traded securities and the historical volatility of the LNC stock price. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life of the options granted represents the weighted- average period of time from the grant date to the date of exercise, expiration or cancellation based upon historical behavior. We award to certain agents stock options that have a maximum contractual term of five years and generally vest ratably over a two-year period depending on the satisfaction of the performance conditions. Information with respect to our incentive plans involving stock options with performance conditions (aggregate intrinsic value shown in millions) was as follows: Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Shares Outstanding as of December 31, 2017 Granted – original Exercised (includes shares tendered) Forfeited or expired Outstanding as of December 31, 2018 Vested or expected to vest as of December 31, 2018 (1) Exercisable as of December 31, 2018 (1) Includes estimated forfeitures. 271,724 32,400 (55,594 ) (19,694 ) 228,836 214,570 200,304 $ $ $ $ 54.37 78.41 47.13 55.45 59.43 58.54 57.51 2.27 2.18 2.08 $ $ $ 1 1 1 The total fair value of stock options with performance conditions that vested during the years ended December 31, 2018, 2017 and 2016, was $1 million, $2 million and $1 million, respectively. The total intrinsic value of such options exercised during the years ended December 31, 2018, 2017 and 2016, was $2 million, $12 million and $3 million, respectively. Generally, stock options have a maximum contractual term of ten years and vest ratably over a three-year period based solely on a service condition. Information with respect to our incentive plans involving stock options with service conditions (aggregate intrinsic value shown in millions) was as follows: Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value $ $ $ $ 46.02 77.81 33.13 67.55 53.11 52.14 44.94 6.83 6.70 5.83 $ $ $ 17 16 14 Shares 2,192,139 481,404 (239,633 ) (79,894 ) 2,354,016 Outstanding as of December 31, 2017 Granted – original Exercised (includes shares tendered) Forfeited or expired Outstanding as of December 31, 2018 Vested or expected to vest as of December 31, 2018 (1) Exercisable as of December 31, 2018 (1) Includes estimated forfeitures. 2,134,763 1,448,275 The total fair value of stock options with service conditions that vested during the years ended December 31, 2018, 2017 and 2016 was $6 million. The total intrinsic value of such options exercised during the years ended December 31, 2018, 2017 and 2016, was $11 million, $23 million and $22 million, respectively. Performance Shares LNC performance shares vest, if at all, on the third anniversary of the grant date; depending on the achievement level of performance measures pre-determined by the Compensation Committee for the three-year performance period, payout could range from zero to 200% of the target award. 166 Information with respect to our performance shares was as follows: Shares Nonvested as of December 31, 2017 Granted Vested Forfeited Nonvested as of December 31, 2018 SARs Weighted- Average Grant-Date Fair Value 53.65 89.89 68.35 69.62 59.46 556,949 $ 156,676 (137,308) (30,092) 546,225 $ Under our incentive compensation plan, we issue SARs to certain planners and advisers who have full-time contracts with us. The SARs under this plan are rights on our stock that are cash settled and become exercisable in increments of 25% over the four-year period following the SARs 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 SARs based on the fair value method using the Black-Scholes option-pricing model. Compensation expense and the related liability are recognized on a straight-line basis over the vesting period of the SARs. The SARs liability is marked-to-market through net income, which causes volatility in net income (loss) as a result of changes in the market value of our stock and reported within commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss). The SARs liability as of December 31, 2018 and 2017, was $1 million and $3 million, respectively, and reported within other liabilities on our Consolidated Balance Sheets. The option price assumptions used for our SARs were as follows: Weighted-average fair value per SAR granted Assumptions: Dividend yield Expected volatility Risk-free interest rate Expected life (in years) For the Years Ended December 31, 2016 2017 2018 $ 19.09 $ 20.06 $ 10.25 1.6% 27.0% 2.8% 5.0 1.5% 34.4% 2.2% 5.0 2.9% 35.8% 1.4% 5.0 The assumptions above are the same as those discussed for options above, except the dividend yield is based on the current dividend rate at the date of grant, expected volatility is based on the implied volatility of exchange-traded securities and the expected life represents the contractual term. Information with respect to our SARs plan (aggregate intrinsic value shown in millions) was as follows: Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Shares Outstanding as of December 31, 2017 Granted – original Exercised (includes shares tendered) Forfeited or expired Outstanding as of December 31, 2018 Vested or expected to vest as of December 31, 2018 (1) Exercisable as of December 31, 2018 (1) Includes estimated forfeitures. 162,188 14,692 (39,661 ) (7,212 ) 130,007 124,916 84,783 $ $ $ $ 50.22 78.41 44.55 54.82 54.88 54.75 52.55 167 2.10 2.06 1.60 $ $ $ - - - The payment for SARs exercised was $1 million, $3 million and $2 million during the years ended December 31, 2018, 2017 and 2016, respectively. RSUs LNC RSUs generally cliff-vest on the third anniversary of the grant date, based solely on a service condition. Information with respect to our RSUs was as follows: Outstanding as of December 31, 2017 Granted Vested Forfeited Outstanding as of December 31, 2018 19. Statutory Information and Restrictions Weighted- Average Grant-Date Fair Value 51.83 76.11 58.22 64.16 60.02 Shares 1,494,732 $ 741,967 (429,039) (114,784) 1,692,876 $ The Company’s domestic life insurance subsidiaries prepare financial statements in accordance with statutory accounting principles (“SAP”) prescribed or permitted by the insurance departments of their states of domicile, which may vary materially from GAAP. Prescribed SAP includes the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (“NAIC”) as well as state laws, regulations and administrative rules. Permitted SAP encompasses all accounting practices not so prescribed. The principal differences between statutory financial statements and financial statements prepared in accordance with GAAP are that statutory financial statements do not reflect DAC, some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contract holder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted. Our insurance subsidiaries are subject to the applicable laws and regulations of their respective states. Changes in these laws and regulations could change capital levels or capital requirements for our insurance subsidiaries. Statutory capital and surplus, net gain (loss) from operations, after-tax, net income (loss) and dividends to the LNC holding company amounts (in millions) below consist of all or a combination of the following entities: LNL, First Penn-Pacific Life Insurance Company (“FPP”), LLACB, Lincoln Reinsurance Company of South Carolina, LLANY, Lincoln Reinsurance Company of Vermont I, Lincoln Reinsurance Company of Vermont III, Lincoln Reinsurance Company of Vermont IV, Lincoln Reinsurance Company of Vermont V, Lincoln Reinsurance Company of Vermont VI and Lincoln Reinsurance Company of Vermont VII. U.S. capital and surplus U.S. net gain (loss) from operations, after-tax U.S. net income (loss) U.S. dividends to LNC holding company Comparison of 2018 to 2017 As of December 31, 2017 2018 $ 8,510 $ 8,263 For the Years Ended December 31, 2016 2017 2018 $ $ 692 1,019 925 $ 1,329 1,468 974 1,111 1,002 970 Statutory net income (loss) decreased due primarily to lower dividends from affiliates, acquisition and integration costs incurred as part of our acquisition of LLACB, and unfavorable reserve strain on certain products. See Note 3 for information regarding our acquisition. Comparison of 2017 to 2016 Statutory net income (loss) increased due primarily to higher dividends from affiliates, higher realized gains on investments, and increased other revenue, partially offset by unfavorable reserve strain on certain products. The states of domicile of the Company’s insurance subsidiaries have adopted certain prescribed accounting practices that differ from those found in NAIC SAP. These prescribed practices are the use of continuous Commissioners Annuity Reserve Valuation Method (“CARVM”) in the calculation of reserves as prescribed by the state of New York, the calculation of reserves on universal life policies 168 based on the Indiana universal life method as prescribed by the state of Indiana for policies issued before January 1, 2006, and the use of a more conservative valuation interest rate on certain annuities prescribed by the states of Indiana and New York. The Vermont reinsurance subsidiaries also have certain accounting practices permitted by the state of Vermont that differ from those found in NAIC SAP. One permitted practice involves accounting for the lesser of the face amount of all amounts outstanding under an LOC and the value of the Valuation of Life Insurance Policies Model Regulation (“XXX”) additional statutory reserves as an admitted asset and a form of surplus as of December 31, 2018 and 2017. Another permitted practice involves the acquisition of an LLC note in exchange for a variable value surplus note that is recognized as an admitted asset and a form of surplus as of December 31, 2018. Lastly, the state of Vermont has permitted a practice to account for certain excess of loss reinsurance treaties with unaffiliated reinsurers as an asset and form of surplus as of December 31, 2018. These permitted practices are related to structures that continue to be allowed in accordance with the grandfathered structures under the provisions of Actuarial Guideline 48 (“AG48”). The favorable (unfavorable) effects on statutory surplus compared to NAIC statutory surplus from the use of these prescribed and permitted practices (in millions) were as follows: State Prescribed Practices Calculation of reserves using the Indiana universal life method Conservative valuation rate on certain annuities Vermont Subsidiaries Permitted Practices (1) Lesser of LOC and XXX additional reserve as surplus LLC notes and variable value surplus notes Excess of loss reinsurance treaties As of December 31, 2017 2018 $ $ 36 (55) 54 (50) 1,959 1,634 330 1,965 1,585 185 (1) These permitted practices are related to structures that continue to be allowed in accordance with the grandfathered structures under the provisions of AG48. The New York State Department of Financial Services did not recognize the NAIC revisions to Actuarial Guideline 38 in applying the New York law governing the reserves to be held for UL and VUL products containing secondary guarantees. The change, which was effective as of December 31, 2013, impacted our New York-domiciled insurance subsidiary, LLANY. Although LLANY discontinued the sale of these products in early 2013, the change affected those policies previously sold. As a result, we phased in an increase in reserves over five years, from 2013 to 2017, resulting in a total increase of $450 million. The NAIC has adopted RBC 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. 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. The company action level may be triggered if the RBC ratio is between 75% and 100%, which would require the insurer to submit a plan to the regulator detailing corrective action it proposes to undertake. As of December 31, 2018, the combined RBC ratio of LNL, LLANY and FPP reported to their respective states of domicile and the NAIC was in excess of four times the aforementioned company action level. 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 without prior approval of the Indiana Insurance Commissioner (the “Commissioner”), only from unassigned surplus and must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding 12 consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner or the insurer’s statutory net gain from operations for the previous 12 months, but in no event to exceed statutory unassigned surplus. Indiana law gives the Commissioner broad discretion to disapprove requests for dividends in excess of these limits. LNL’s subsidiaries, LLANY, a New York-domiciled insurance company, and LLACB, a New Hampshire-domiciled company, are bound by similar restrictions, under the laws of New York and New Hampshire, respectively. Under both New York and New Hampshire law, the applicable statutory limitation on dividends is equal to the lesser of 10% of surplus to contract holders as of the immediately preceding calendar year or net gain from operations for the immediately preceding calendar year, not including realized capital gains. We expect our domestic insurance subsidiaries could pay dividends of approximately $825 million in 2019 without prior approval from the respective Commissioner of Insurance. All payments of principal and interest on surplus notes between LNC and our insurance subsidiaries must be approved by the respective Commissioner of Insurance. 169 20. Fair Value of Financial Instruments The carrying values and estimated fair values of our financial instruments (in millions) were as follows: Assets AFS securities: Fixed maturity securities Equity securities Trading securities Equity securities Mortgage loans on real estate Derivative investments (1) Other investments Cash and invested cash Other assets: GLB direct embedded derivatives GLB ceded embedded derivatives Indexed annuity ceded embedded derivatives Separate account assets Liabilities Future contract benefits – indexed annuity and IUL contracts embedded derivatives Other contract holder funds: Remaining guaranteed interest and similar contracts Account values of certain investment contracts Short-term debt Long-term debt Reinsurance related embedded derivatives Other liabilities: Derivative liabilities (1) GLB ceded embedded derivatives Benefit Plans’ Assets (2) As of December 31, 2018 Carrying Value Fair Value As of December 31, 2017 Carrying Value Fair Value $ 94,024 - 1,950 99 13,260 1,107 2,255 2,345 123 72 902 132,833 $ 94,024 - 1,950 99 13,092 1,107 2,255 2,345 123 72 902 132,833 $ 94,840 246 1,620 - 10,762 915 2,296 1,628 903 51 11 144,219 $ 94,840 246 1,620 - 10,877 915 2,296 1,628 903 51 11 144,219 (1,305) (1,305) (1,418) (1,418 ) (542) (34,535) - (5,839) (3) (160) - 1,420 (542) (36,358) - (5,604) (3) (160) - 1,420 (592) (32,370) (450) (4,894) (57) (338) (67) 1,626 (592 ) (36,200 ) (452 ) (5,042 ) (57 ) (338 ) (67 ) 1,626 (1) We have master netting agreements with each of our derivative counterparties, which allow for the netting of our derivative asset and (2) liability positions by counterparty. Included in the funded statuses of the benefit plans, which is reported in other liabilities on our Consolidated Balance Sheets. Refer to Note 17 for information regarding our benefit plans. Valuation Methodologies and Associated Inputs for Financial Instruments Not Carried at Fair Value The following discussion outlines the methodologies and assumptions used to determine the fair value of our financial instruments not carried at fair value on our Consolidated Balance Sheets. Considerable judgment is required to develop these assumptions used to measure fair value. 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. Mortgage Loans on Real Estate The fair value of mortgage loans on real estate is established using a discounted cash flow method based on credit rating, maturity and future income. The ratings for mortgages in good standing are based on property type, location, market conditions, occupancy, debt- service coverage, loan-to-value, quality of tenancy, borrower and payment record. The fair value for impaired mortgage loans is based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s market price or the fair value of the collateral if the loan is collateral dependent. The inputs used to measure the fair value of our mortgage loans on real estate are classified as Level 2 within the fair value hierarchy. 170 Other Investments The carrying value of our assets classified as other investments approximates fair value. Other investments includes primarily LPs and other privately held investments that are accounted for using the equity method of accounting and the carrying value is based on our proportional share of the net assets of the LPs. Other investments also includes FHLB stock carried at cost and periodically evaluated for impairment based on ultimate recovery of par value. The inputs used to measure the fair value of our LPs, other privately held investments and FHLB stock are classified as Level 3 within the fair value hierarchy. The remaining assets in other investments include cash collateral receivables and securities that are not LPs or other privately held investments. The inputs used to measure the fair value of these assets are classified as Level 1 within the fair value hierarchy. Separate Account Assets Separate account assets are primarily carried at fair value. A portion of our separate account assets includes LPs, which are accounted for using the equity method of accounting. The carrying value is based on our proportional share of the net assets of the LPs and approximates fair value. The inputs used to measure the fair value of the separate account asset LPs are classified as Level 3 within the fair value hierarchy. Other Contract Holder Funds Other contract holder funds include remaining guaranteed interest and similar contracts and account values of certain investment contracts. The fair value for the remaining guaranteed interest and similar contracts is estimated using discounted cash flow calculations as of the balance sheet date. 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. As of December 31, 2018 and 2017, the remaining guaranteed interest and similar contracts carrying value approximated fair value. The fair value of the account values of certain investment contracts is based on their approximate surrender value as of the balance sheet date. The inputs used to measure the fair value of our other contract holder funds are classified as Level 3 within the fair value hierarchy. Short-Term and Long-Term Debt The fair value of short-term and long-term debt is based on quoted market prices. The inputs used to measure the fair value of our short-term and long-term debt are classified as Level 2 within the fair value hierarchy. Financial Instruments Carried at Fair Value We did not have any assets or liabilities measured at fair value on a nonrecurring basis as of December 31, 2018 or 2017, and we noted no changes in our valuation methodologies between these periods. 171 The following summarizes our financial instruments carried at fair value (in millions) on a recurring basis by the fair value hierarchy levels described above: Quoted Prices in Active Markets for Identical Assets (Level 1) As of December 31, 2018 Significant Significant Observable Unobservable Inputs (Level 2) Inputs (Level 3) Total Fair Value Assets Investments: Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Trading securities Equity securities Derivative investments (1) Other investments Cash and invested cash Other assets: GLB direct embedded derivatives GLB ceded embedded derivatives Indexed annuity ceded embedded derivatives Separate account assets Total assets Liabilities Future contract benefits – indexed annuity and IUL contracts embedded derivatives Reinsurance related embedded derivatives Other liabilities: Derivative liabilities (1) Total liabilities Benefit Plans’ Assets $ $ $ $ $ - $ - 399 - - - - - 67 43 16 - 150 - 77,079 $ 937 18 339 3,366 802 1,625 5,345 451 1,840 58 727 - 2,345 3,269 $ 29 - 109 7 2 105 - 75 67 25 705 - - 80,348 966 417 448 3,373 804 1,730 5,345 593 1,950 99 1,432 150 2,345 - - - 665 1,340 $ - - - 132,135 227,067 $ 123 72 902 - 5,490 $ 123 72 902 132,800 233,897 - $ - - - $ - $ (3) (1,305) $ - (1,305) (3) (314) (317) $ (171) (1,476) $ (485) (1,793) 158 $ 1,262 $ - $ 1,420 172  Quoted Prices in Active Markets for Identical Assets (Level 1) As of December 31, 2017 Significant Significant Observable Unobservable Inputs (Level 2) Inputs (Level 3) Total Fair Value Assets Investments: Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Equity AFS securities Trading securities Derivative investments (1) Other investments Cash and invested cash Other assets: GLB direct embedded derivatives GLB ceded embedded derivatives Indexed annuity ceded embedded derivatives Separate account assets Total assets Liabilities Future contract benefits – indexed annuity and IUL contracts embedded derivatives Long-term debt Reinsurance related embedded derivatives Other liabilities: Derivative liabilities (1) GLB ceded embedded derivatives Total liabilities Benefit Plans’ Assets $ $ $ $ $ - $ - 556 - - - - - 71 28 73 - 150 - 79,125 $ 947 6 341 3,453 594 717 5,119 493 56 1,498 994 - 1,628 3,091 $ 27 5 110 12 6 91 - 76 162 49 603 - - 82,216 974 567 451 3,465 600 808 5,119 640 246 1,620 1,597 150 1,628 - - - 814 1,692 $ - - - 143,405 238,376 $ 903 51 11 - 5,197 $ 903 51 11 144,219 245,265 - $ - - - - - $ - $ (1,127) (57) (1,418) $ - - (447) - (1,631) $ (573) (67) (2,058) $ (1,418) (1,127) (57) (1,020) (67) (3,689) 210 $ 1,416 $ - $ 1,626 (1) Derivative investment assets and liabilities are presented within the fair value hierarchy on a gross basis by derivative type and not on a master netting basis by counterparty. 173 The following summarizes changes to our financial instruments carried at fair value (in millions) and classified within Level 3 of the fair value hierarchy. This summary excludes any effect of amortization of DAC, VOBA, DSI and DFEL. The gains and losses below may include changes in fair value due in part to observable inputs that are a component of the valuation methodology. For the Year Ended December 31, 2018 Items Included in Net Income Gains (Losses) in OCI and Other (1) Issuances, Sales, Maturities, Settlements, Calls, Net (2) Transfers Into or Out of Level 3, Net (3)(4) Ending Fair Value Beginning Fair Value Investments: (5) Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs Hybrid and redeemable preferred securities Equity AFS securities Trading securities Equity securities Derivative investments Other assets: (6) GLB direct embedded derivatives GLB ceded embedded derivatives Indexed annuity ceded embedded derivatives Future contract benefits – indexed annuity $ $ 3,091 27 5 110 12 6 91 76 162 49 - 30 903 51 11 10 - - - - - - - - (5) (1) 170 (780) 21 (117) and IUL contracts embedded derivatives (6) (1,418) 198 Other liabilities – GLB ceded embedded $ (199) $ (1) - (1) - - - (1) - - - (69) - - - - $ 429 5 (5) - 7 35 218 - - 30 - 403 - - 1,008 (85) (62) $ (2) - - (12) (39) (204) - (162) (7) 26 - - - - - 3,269 29 - 109 7 2 105 75 - 67 25 534 123 72 902 (1,305) derivatives (6) Total, net (67) 3,139 $ $ 67 (437) $ - (271) $ - 2,045 $ - (462) $ - 4,014 174 For the Year Ended December 31, 2017 Items Included in Net Income Gains (Losses) in OCI and Other (1) Issuances, Sales, Maturities, Settlements, Calls, Net Transfers Into or Out of Level 3, Net (3) Ending Fair Value Beginning Fair Value Investments: (5) Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Equity AFS securities Trading securities Derivative investments Other assets: (6) GLB direct embedded derivatives GLB ceded embedded derivatives Indexed annuity ceded embedded derivatives Future contract benefits – indexed annuity $ $ 2,405 33 - 111 3 7 68 - 76 177 65 (93) - 203 - $ 19 - - - - - - (1) - 1 3 (27) 903 (152) - and IUL contracts embedded derivatives (6) (1,139) (400) $ 198 (1) - (1) - 1 - - 15 (2) 8 129 - - - - Other liabilities: (6) GLB direct embedded derivatives GLB ceded embedded derivatives Total, net (371) - 1,545 $ $ 371 (67) 650 $ - - 347 $ 99 - - - 20 54 124 - (1) (13) (26) 21 - - 11 121 - - 410 $ $ 370 (5) 5 - (11) (56) (101) 1 (14) (1) (1) - - - - - - - 187 $ $ 3,091 27 5 110 12 6 91 - 76 162 49 30 903 51 11 (1,418) - (67) 3,139 175 For the Year Ended December 31, 2016 Items Included in Net Income Gains (Losses) in OCI and Other (1) Issuances, Sales, Maturities, Settlements, Calls, Net Transfers Into or Out of Level 3, Net (3) Ending Fair Value Beginning Fair Value $ $ 1,993 45 - 111 1 10 551 94 164 73 555 268 (1,100) (4) $ 4 - - - - 2 - (31) $ (2) - - - (1) - - 5 4 (483) (65) (120) 4 (3) (4) - (1) - - - $ 58 14 8 - 66 27 138 (15) 12 5 (164) - 81 - $ 381 (24) (8) - (64) (31) (621) - - (17) - - - - (9) (953) 1,799 $ $ (6) 582 (73) $ - - (42) $ 15 - 245 $ - - (384) $ 2,405 33 - 111 3 7 68 76 177 65 (93) 203 (1,139) - - (371) 1,545 Investments: (5) Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds Foreign government bonds RMBS CMBS CLOs Hybrid and redeemable preferred securities Equity AFS securities Trading securities Derivative investments Other assets – GLB ceded embedded derivatives (6) Future contract benefits – indexed annuity and IUL contracts embedded derivatives (6) VIEs’ liabilities – derivative instruments (7) Other liabilities: Credit default swaps (7) GLB direct embedded derivatives (6) Total, net (1) The changes in fair value of the interest rate swaps are offset by an adjustment to derivative investments (see Note 6). (2) Issuances, sales, maturities, settlements, calls, net, include financial instruments acquired from Liberty Life as follows: corporate bonds of $67 million and ABS of $17 million. (3) Transfers into or out of Level 3 for AFS and trading securities are reported at amortized cost as of the beginning-of-year. For AFS and trading securities, the difference between beginning-of-year amortized cost and beginning-of-year fair value was included in OCI and earnings, respectively, in the prior years. (4) Transfers into or out of Level 3 for FHLB stock between equity securities and other investments are displayed at cost on our Consolidated Balance Sheets. (5) Amortization and accretion of premiums and discounts are included in net investment income on our Consolidated Statements of Comprehensive Income (Loss). Gains (losses) from sales, maturities, settlements and calls and OTTI are included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). (6) Gains (losses) from sales, maturities, settlements and calls are included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). (7) The changes in fair value of the credit default swaps and contingency forwards are included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). 176 The following provides the components of the items included in issuances, sales, maturities, settlements and calls, net, excluding any effect of amortization of DAC, VOBA, DSI and DFEL and changes in future contract benefits, (in millions) as reported above: Investments: Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds RMBS CMBS CLOs Trading securities Equity securities Derivative investments Issuances Sales Maturities Settlements Calls Total For the Year Ended December 31, 2018 $ $ 947 22 - 7 39 218 54 1 365 (161) $ (17) (5) - - - (24) (1) 464 (3) $ - - - - - - - (426) (277) $ - - - (4) - - - - (77) $ - - - - - - - - 429 5 (5) 7 35 218 30 - 403 Other assets – indexed annuity ceded embedded derivatives Future contract benefits – indexed annuity and IUL contracts embedded derivatives Total, net 1,030 - - (22) - 1,008 (284) 2,399 $ $ - 256 $ - (429) $ 199 (104) $ - (77) $ (85) 2,045 Investments: Fixed maturity AFS securities: Corporate bonds RMBS CMBS CLOs Hybrid and redeemable preferred securities Equity AFS securities Trading securities Derivative investments Other assets – indexed annuity ceded embedded derivatives Future contract benefits – indexed annuity and IUL contracts embedded derivatives Total, net Issuances Sales Maturities Settlements Calls Total For the Year Ended December 31, 2017 $ 747 20 55 124 - 18 2 197 11 $ (200) $ - - - (98) $ - - - (206) $ - (1) - (144) $ - - - - (31) (27) 234 - - - - (410) - (1) - (1) - - - - - - - 99 20 54 124 (1) (13) (26) 21 11 (71) 1,103 $ $ - (24) $ - (508) $ 192 (17) $ - (144) $ 121 410 177 Issuances Sales Maturities Settlements Calls Total For the Year Ended December 31, 2016 $ Investments: Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds RMBS CMBS CLOs Hybrid and redeemable preferred securities Equity AFS securities Trading securities Derivative investments Future contract benefits – indexed annuity and IUL contracts embedded derivatives Other liabilities – credit default swaps Total, net $ 460 15 - 67 31 140 - 18 6 176 (70) - 843 $ (62) $ - - - (1) - (23) $ - - - - - (177) $ (1) 8 (1) (3) (2) (140) $ - - - - - (15) (6) - (169) - 15 $ (238) $ - - - (171) - - (1) - - - - - - - (194) $ 151 - (26) $ - - (140) $ 58 14 8 66 27 138 (15) 12 5 (164) 81 15 245 The following summarizes changes in unrealized gains (losses) included in net income, excluding any effect of amortization of DAC, VOBA, DSI and DFEL and changes in future contract benefits, related to financial instruments carried at fair value classified within Level 3 that we still held (in millions): Derivative investments Embedded derivatives: For the Years Ended December 31, 2016 2017 2018 $ 90 $ (266) $ (431) Indexed annuity and IUL contracts GLB VIEs’ liabilities – derivative instruments Total, net (1) $ (38) (75) - (23) $ (14) 1,904 - 1,624 $ (16) 1,122 4 679 (1) Included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). The following provides the components of the transfers into and out of Level 3 (in millions) as reported above: For the Year Ended December 31, 2018 Transfers Into Level 3 Out of Level 3 Transfers Total Investments: Fixed maturity AFS securities: Corporate bonds ABS RMBS CMBS CLOs Equity AFS securities Trading securities Equity securities Total, net $ $ 78 - - 1 - - - 26 105 $ $ (140) $ (2) (12) (40) (204) (162) (7) - (567) $ (62) (2) (12) (39) (204) (162) (7) 26 (462) 178 For the Year Ended December 31, 2017 Transfers Into Level 3 Out of Level 3 Transfers Total Investments: Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds RMBS CMBS CLOs State and municipal bonds Hybrid and redeemable preferred securities Equity AFS securities Trading securities Total, net $ $ 458 16 5 - 3 30 2 - - 4 518 $ $ (88) $ (21) - (11) (59) (131) (1) (14) (1) (5) (331) $ 370 (5) 5 (11) (56) (101) 1 (14) (1) (1) 187 For the Year Ended December 31, 2016 Transfers Into Level 3 Out of Level 3 Transfers Total Investments: Fixed maturity AFS securities: Corporate bonds ABS U.S. government bonds RMBS CMBS CLOs Trading securities Total, net $ $ 605 4 - 3 - - 1 613 $ $ (224) $ (28) (8) (67) (31) (621) (18) (997) $ 381 (24) (8) (64) (31) (621) (17) (384) Transfers into and out of Level 3 are generally the result of observable market information on a security no longer being available or becoming available to our pricing vendors. For the years ended December 31, 2018, 2017 and 2016, transfers in and out of Level 3 were attributable primarily to the securities’ observable market information no longer being available or becoming available. In 2018, transfers into or out of Level 3 also include FHLB stock between equity securities and other investments at cost on our Consolidated Balance Sheets. Transfers into and out of Levels 1 and 2 are generally the result of a change in the type of input used to measure the fair value of an asset or liability at the end of the reporting period. When quoted prices in active markets become available, transfers from Level 2 to Level 1 will result. When quoted prices in active markets become unavailable, but we are able to employ a valuation methodology using significant observable inputs, transfers from Level 1 to Level 2 will result. For the years ended December 31, 2018, 2017 and 2016, the transfers between Levels 1 and 2 of the fair value hierarchy were less than $1 million for our financial instruments carried at fair value. 179 The following summarizes the fair value (in millions), valuation techniques and significant unobservable inputs of the Level 3 fair value measurements as of December 31, 2018: Fair Value Valuation Technique Significant Unobservable Inputs Assumption Input Ranges Assets Investments: Fixed maturity AFS and trading securities: Corporate bonds ABS Foreign government bonds Hybrid and redeemable preferred securities Equity securities Other assets: GLB direct and ceded embedded derivatives $ 2,456 Discounted cash 23 Discounted cash 77 Discounted cash Liquidity/duration adjustment (1) Liquidity/duration adjustment (1) Liquidity/duration adjustment (1) 4 Discounted cash 20 Discounted cash Liquidity/duration adjustment (1) Liquidity/duration adjustment (1) 195 Discounted cash Long-term lapse rate (2) Utilization of guaranteed withdrawals (3) Claims utilization factor (4) Premiums NPR (5) Mortality Volatility (7) Indexed annuity ceded embedded derivatives Liabilities Future contract benefits – indexed annuity and IUL contracts embedded derivatives 902 Discounted cash Lapse rate (2) Mortality rate (6) $ (1,305) Discounted cash Lapse rate (2) Mortality rate (6) 0.6% - 28.6% 2.9% - 2.9% 1.3% - 3.3% 1.6% - 1.6% 4.5% - 5.4% 1% - 30% 85% - 100% 60% - 100% 80% - 115% 0.03% - 0.41% (8) 1% - 29% 1% - 9% (8) 1% - 9% (8) (1) The liquidity/duration adjustment input represents an estimated market participant composite of adjustments attributable to liquidity premiums, expected durations, structures and credit quality that would be applied to the market observable information of an investment. (2) The lapse rate input represents the estimated probability of a contract surrendering during a year, and thereby forgoing any future benefits. The range for indexed annuity and IUL contracts represents the lapse rates during the surrender charge period. (3) The utilization of guaranteed withdrawals input represents the estimated percentage of contract holders that utilize the guaranteed withdrawal feature. (4) The utilization factors are applied to the present value of claims or premiums, as appropriate, in the GLB reserve calculation to estimate the impact of inefficient withdrawal behavior, including taking less than or more than the maximum guaranteed withdrawal. (5) The NPR input represents the estimated additional credit spread that market participants would apply to the market observable discount rate when pricing a contract. (6) The mortality rate input represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die. (7) The volatility input represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets. Fair value of the variable annuity GLB embedded derivatives would increase if higher volatilities were used for valuation. (8) The mortality rate is based on a combination of company and industry experience, adjusted for improvement factors. From the table above, we have excluded Level 3 fair value measurements obtained from independent, third-party pricing sources. We do not develop the significant inputs used to measure the fair value of these assets and liabilities, and the information regarding the significant inputs is not readily available to us. Independent broker-quoted fair values are non-binding quotes developed by market makers or broker-dealers obtained from third-party sources recognized as market participants. The fair value of a broker-quoted asset or liability is based solely on the receipt of an updated quote from a single market maker or a broker-dealer recognized as a market participant as we do not adjust broker quotes when used as the fair value measurement for an asset or liability. Significant increases or decreases in any of the quotes received from a third-party broker-dealer may result in a significantly higher or lower fair value measurement. 180 Changes in any of the significant inputs presented in the table above may result in a significant change in the fair value measurement of the asset or liability as follows: • • Investments – An increase in the liquidity/duration adjustment input would result in a decrease in the fair value measurement. Indexed annuity and IUL contracts embedded derivatives – For direct embedded derivatives, an increase in the lapse rate or mortality rate inputs would result in a decrease in the fair value measurement. • GLB embedded derivatives – Assuming our GLB direct embedded derivatives are in a liability position: an increase in our lapse rate, NPR or mortality rate inputs would result in a decrease in the fair value measurement; and an increase in the utilization of guaranteed withdrawal or volatility inputs would result in an increase in the fair value measurement. For each category discussed above, the unobservable inputs are not inter-related; therefore, a directional change in one input will not affect the other inputs. As part of our ongoing valuation process, we assess the reasonableness of our valuation techniques or models and make adjustments as necessary. For more information, see “Summary of Significant Accounting Policies” above. 21. Segment Information We provide products and services and report results through our Annuities, Retirement Plan Services, Life Insurance and Group Protection segments. As discussed in Note 3, we completed the acquisition of Liberty Life during the second quarter of 2018. Related results are included within the Group Protection segment. We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments. Our reporting segments reflect the manner by which our chief operating decision makers view and manage the business. The following is a brief description of these segments and Other Operations. The Annuities segment provides tax-deferred investment growth and lifetime income opportunities for its clients by offering fixed (including indexed) and variable annuities. The Retirement Plan Services segment provides employer-sponsored defined benefit and individual retirement accounts, as well as individual and group variable annuities, group fixed annuities and mutual-fund based programs in the retirement plan marketplace. The Life Insurance segment focuses in the creation and protection of wealth through life insurance products, including term insurance, a linked-benefit product (which is a UL policy linked with riders that provide for long-term care costs), IUL and both single and survivorship versions of UL and VUL, including corporate-owned UL and VUL insurance and bank-owned UL and VUL insurance products. The Group Protection segment offers group non-medical insurance products, including short and long-disability, absence management services, term life, dental, vision and accident and critical illness benefits and services to the employer marketplace through various forms of employee-paid and employer-paid plans. Other Operations includes investments related to the excess capital in our insurance subsidiaries; benefit plan net liability; the unamortized deferred gain on indemnity reinsurance related to the sale of reinsurance; the results of certain disability income business; our run-off institutional pension business, the majority of which was sold on a group annuity basis; debt costs; strategic digitization expense; and other corporate investments. Segment operating revenues and income (loss) from operations are internal measures used by our management and Board of Directors to evaluate and assess the results of our segments. Income (loss) from operations is GAAP net income excluding the after-tax effects of the following items, as applicable: • Realized gains and losses associated with the following (“excluded realized gain (loss)”): Sales or disposals and impairments of securities;   Changes in the fair value of derivatives, embedded derivatives within certain reinsurance arrangements and trading securities;  Changes in the fair value of the derivatives we own to hedge our GDB riders within our variable annuities;  Changes in the fair value of the embedded derivatives of our GLB riders reflected within variable annuity net derivative results accounted for at fair value;  Changes in the fair value of the derivatives we own to hedge our GLB riders reflected within variable annuity net derivative results;  Changes in the fair value of the embedded derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods for our indexed annuity products accounted for at fair value; and  Changes in the fair value of equity securities; Income (loss) from reserve changes, net of related amortization, on business sold through reinsurance; • Changes in reserves resulting from benefit ratio unlocking on our GDB and GLB riders; • • Gains (losses) on early extinguishment of debt; • Losses from the impairment of intangible assets; 181 Income (loss) from discontinued operations; • • Acquisition and integration costs related to mergers and acquisitions; and • Income (loss) from the initial adoption of new accounting standards, regulations, and policy changes including the net impact from the Tax Cuts and Jobs Act. Operating revenues represent GAAP revenues excluding the pre-tax effects of the following items, as applicable: • Excluded realized gain (loss); • Revenue adjustments from the initial adoption of new accounting standards; • Amortization of DFEL arising from changes in GDB and GLB benefit ratio unlocking; and • Amortization of deferred gains arising from reserve changes on business sold through reinsurance. We use our prevailing corporate federal income tax rates of 21% and 35%, where applicable, while taking into account any permanent differences for events recognized differently in our financial statements and federal income tax returns when reconciling our segment measures of performance to the GAAP measures presented in our consolidated results of operations. Operating revenues and income (loss) from operations do not replace revenues and net income as the GAAP measures of our consolidated results of operations. Segment information (in millions) was as follows: For the Years Ended December 31, 2016 2017 2018 $ 4,383 1,178 6,922 3,757 235 (46) $ 4,378 1,165 6,558 2,201 287 (336) 4,033 1,103 6,246 2,130 332 (518) - (5) 16,424 $ 1 3 14,257 $ 3 1 13,330 For the Years Ended December 31, 2016 2017 2018 1,102 171 645 187 (225) (37) (18) - (136) 19 - (67) 1,641 $ $ 1,074 149 536 103 (108) (218) (3) - 129 1,322 (905) - 2,079 $ $ 935 127 515 65 (102) (337) (41) 2 28 - - - 1,192 $ $ $ $ Revenues Operating revenues: Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Excluded realized gain (loss), pre-tax Amortization of deferred gain arising from reserve changes on business sold through reinsurance, pre-tax Amortization of DFEL associated with benefit ratio unlocking, pre-tax Total revenues Net Income (Loss) Income (loss) from operations: Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Excluded realized gain (loss), after-tax Gain (loss) on early extinguishment of debt, after-tax Income (loss) from reserve changes (net of related amortization) on business sold through reinsurance, after-tax Benefit ratio unlocking, after-tax Net impact from the Tax Cuts and Jobs Act Impairment of intangibles, after-tax Acquisition and integration costs related to mergers and acquisitions, after-tax Net income (loss) 182 Net Investment Income Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total net investment income Amortization of DAC and VOBA, Net of Interest Annuities Retirement Plan Services Life Insurance Group Protection $ $ $ Total amortization of DAC and VOBA, net of interest $ Federal Income Tax Expense (Benefit) Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Excluded realized gain (loss) Gain (loss) on early extinguishment of debt Reserve changes (net of related amortization) on business sold through reinsurance Benefit ratio unlocking Net impact from the Tax Cuts and Jobs Act Acquisition and integration costs related to mergers and acquisitions Total federal income tax expense (benefit) Assets Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total assets $ $ $ $ For the Years Ended December 31, 2016 2017 2018 1,005 899 2,697 260 224 5,085 $ $ 1,038 899 2,643 168 242 4,990 $ $ 1,033 859 2,562 176 244 4,874 For the Years Ended December 31, 2016 2017 2018 410 28 711 92 1,241 $ $ 401 27 469 79 976 $ $ 383 28 734 126 1,271 For the Years Ended December 31, 2016 2017 2018 $ $ 183 29 147 50 (77) (9) (5) - (36) (19) 199 55 244 55 (130) (118) (2) - 70 (1,322) (19) 244 $ - (949) $ 242 47 238 35 (109) (181) (22) 1 15 - - 266 As of December 31, 2017 2018 145,458 35,736 81,533 8,495 26,925 298,147 $ $ 144,721 37,072 81,381 4,033 14,556 281,763 183 Revenue from Contracts with Customers As discussed in Note 2, we adopted ASU 2014-09, Revenue from Contracts with Customers, as of January 1, 2018, that applies primarily to commissions and advisory fees earned by our broker dealer operation. The following table illustrates the revenue recognized from contracts with customers reported within fee income and other revenues on our Consolidated Statements of Comprehensive Income (Loss) and timing of revenue recognition by segment (in millions): For the Year Ended December 31, 2018 Retirement Plan Services Life Insurance Annuities Group Protection Other Operations Total Revenue from Contracts with Customers Fee income $ Other revenues $ 534 479 $ 167 17 $ 22 10 $ - 114 $ - - 723 620 Total revenue from contracts with customers Timing of Revenue Recognition Satisfaction of performance obligation: Transferred at a point in time Transferred over time Total revenue from contracts with customers $ 1,013 $ 184 $ 32 $ 114 $ - $ 1,343 $ $ 90 923 $ 5 179 $ 7 25 $ - 114 $ - - 102 1,241 $ 1,013 $ 184 $ 32 $ 114 $ - $ 1,343 Revenue recognized from contracts with customers included in fee income consists primarily of wholesaling-related 12b-1 fees and net investment advisory fees. The 12b-1 fees are received from separate account fund sponsors as compensation for servicing the underlying mutual funds. The net investment advisory fees are related to asset management of certain separate account funds. Such revenues are recorded based on a contractual percentage of the market value of mutual fund assets over the period shares are owned by customers, and on a contractual percentage of the customer’s managed assets over the period advisory services are provided, respectively. Revenue recognized from contracts with customers included in other revenues primarily relates to our retail sales network and consists of commission revenue for the sale of non-affiliated securities recorded on a trade-date basis and advisory fee income. Advisory fee income is asset-based revenues recorded as earned based on a contractual percentage of customer account values. Other revenues earned by our Group Protection segment consist of fees from administrative services performed, which are recognized as performance obligations are met over the terms of the underlying agreements. 22. Supplemental Disclosures of Cash Flow Data The following summarizes our supplemental cash flow data (in millions): Interest paid Income taxes paid (received) Significant non-cash investing and financing transactions: $ Investments received in financing transactions 281 90 263 $ $ 248 170 - 274 197 - For the Years Ended December 31, 2016 2017 2018 184 23. Quarterly Results of Operations (Unaudited) The unaudited quarterly results of operations (in millions, except per share data) were as follows: 2018 Total revenues Total expenses Net income (loss) Earnings (loss) per common share – basic: Net income (loss) Earnings (loss) per common share – diluted: Net income (loss) 2017 Total revenues Total expenses Net income (loss) Earnings (loss) per common share – basic: Net income (loss) Earnings (loss) per common share – diluted: Net income (loss) For the Three Months Ended March 31, June 30, September 30, December 31, (1) $ $ $ $ 3,609 3,174 367 1.68 1.64 3,500 3,025 435 1.93 1.89 $ $ 4,020 3,569 385 1.76 1.70 3,577 3,044 411 1.84 1.81 $ $ 4,264 3,732 490 2.27 2.24 3,511 3,001 418 1.89 1.87 4,531 4,064 399 1.89 1.80 3,669 4,057 816 3.73 3.67 (1) Fourth quarter 2017 results include a goodwill impairment charge and the impacts of remeasuring our existing deferred tax balances for the impact of the Tax Act as disclosed elsewhere herein. 185 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 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 the end of the period required by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us and our consolidated subsidiaries required to be disclosed in our periodic reports under the Exchange Act. We acquired Liberty Life Assurance Company of Boston (“Liberty Life”) on May 1, 2018, and have not yet included Liberty Life in our assessment of the effectiveness of our internal control over financial reporting. Accordingly, pursuant to the SEC’s general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our disclosure controls and procedures did not include an assessment of those disclosure controls and procedures that are included within internal control over financial reporting as it relates to Liberty Life. See Note 3 for additional information. (b) Management’s Report on Internal Control Over Financial Reporting Management’s Report on Internal Control Over Financial Reporting is included on page 105 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 There was no change in our internal control over financial reporting (as that term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 10. Directors, Executive Officers and Corporate Governance PART III Information for this item relating to officers of LNC is incorporated by reference to “Part I – Executive Officers of the Registrant.” Information for this item relating to directors of LNC is incorporated by reference to the sections captioned “GOVERNANCE OF THE COMPANY – Our Corporate Governance Guidelines,” “GOVERNANCE OF THE COMPANY – Director Nomination Process,” “GOVERNANCE OF THE COMPANY – Board Committees – Current Committee Membership and Meetings Held During 2018,” “GOVERNANCE OF THE COMPANY – Board Committees – Audit Committee,” “AGENDA ITEM 1 – Election of Directors,” “GENERAL INFORMATION – Compliance with Beneficial Ownership Reporting” and “GENERAL INFORMATION – Shareholder Proposals” of LNC’s Proxy Statement for the Annual Meeting scheduled for May 24, 2019. 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 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, 150 N. Radnor Chester Road, Suite A305, Radnor, PA 19087. We intend to disclose any amendment to or waiver from the provisions of our Code of Conduct that applies to our directors and executive officers on our website, www.lfg.com. 186 Item 11. Executive Compensation Information for this item is incorporated by reference to the sections captioned “COMPENSATION OF OUTSIDE DIRECTORS,” “COMPENSATION DISCUSSION & ANALYSIS,” “EXECUTIVE COMPENSATION TABLES” and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION” of LNC’s Proxy Statement for the Annual Meeting scheduled for May 24, 2019. 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 May 24, 2019. Securities Authorized for Issuance Under Equity Compensation Plans The table below provides information as of December 31, 2018, regarding securities authorized for issuance under LNC’s equity compensation plans. See Note 18 to the consolidated financial statements included in “Part II – Item 8. Financial Statements and Supplementary Data” of this Form 10-K for a brief description of our equity compensation plans. Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 6,367,494 (1) $ - 6,367,494 $ 53.67 (2) - 53.67 4,575,089 (3) - 4,575,089 Plan Category Equity compensation plans approved by shareholders Equity compensation plans not approved by shareholders Total (1) This amount includes the following: • • • • • 1,092,450 representing the number of performance share awards based on the maximum number of shares potentially payable under the awards. 546,225 represents the target number of performance share awards as of December 31, 2018, as set forth in Note 18 of the Notes to the Consolidated Financial Statements, included in Item 8 of this Form 10-K. The performance share awards have not been earned as of December 31, 2018. The number of shares, if any, to be issued pursuant to such awards will be determined based upon performance over the applicable three-year performance period. The performance share awards are all granted under either the LNC 2009 Amended and Restated Incentive Compensation Plan (the “2009 ICP”) or the LNC 2014 Incentive Compensation Plan (the “2014 ICP”); 1,692,876 outstanding restricted stock units, which were granted under the 2009 ICP or the 2014 ICP; 2,354,016 outstanding stock options with service conditions granted under the 2009 ICP, the 2014 ICP, or the LNC Stock Option Plan for Non-Employee Directors (the “Directors’ Option Plan”); 228,836 outstanding options with performance conditions granted under the 2009 ICP; and 999,316 outstanding deferred stock units under deferred compensation plans for our employees, directors and agents. These outstanding deferred stock units are vested and are not included in Note 18 of the Notes to the Consolidated Financial Statements, included in Part II – Item 8 of this Form 10-K. (2) The price in column (b) reflects the weighted average price of all outstanding options under any plan that, as of December 31, 2018, had been granted but not forfeited, expired or exercised. Performance shares, restricted stock units, and deferred stock units are not included in determining the weighted average in column (b) because they have no exercise price. (3) Includes up to: • • • • 410,940 securities available for issuance in connection with awards under the 2009 ICP; 3,834,917 securities available for issuance in connection with awards under the 2014 ICP; 192,216 securities available for issuance in connection with stock options under the Directors’ Option Plan; and 137,015 securities available for issuance in connection with deferred stock units under the LNC Deferred Compensation Plan for Non-Employee Directors. 187 Shares that may be issued in payment of awards granted under the 2009 ICP, other than stock options, reduce the number of securities remaining available for future issuance at a ratio of 1.63 to 1. Shares that may be issued in payment of awards granted under the 2014 ICP reduce the number of securities remaining available for future issuance at a ratio of 1 to 1. Item 13. Certain Relationships and Related Transactions, and Director Independence Information for this item is incorporated by reference to the sections captioned “RELATED-PARTY TRANSACTIONS” and “GOVERNANCE OF THE COMPANY – Director Independence” of LNC’s Proxy Statement for the Annual Meeting scheduled for May 24, 2019. Item 14. Principal Accounting Fees and Services Information for this item is incorporated by reference to the sections captioned “AGENDA ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” of LNC’s Proxy Statement for the Annual Meeting scheduled for May 24, 2019. Item 15. Exhibits, Financial Statement Schedules (a) (1) Financial Statements PART IV The following Consolidated Financial Statements of Lincoln National Corporation are included in Part II – Item 8: Management Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets – December 31, 2018 and 2017 Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Cash Flows – Years ended December 31, 2018, 2017 and 2016 Notes to Consolidated Financial Statements (a) (2) Financial Statement Schedules 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 189, 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. 188 INDEX TO EXHIBITS 2.1 Master Transaction Agreement, dated as of January 18, 2018, by and among The Lincoln National Life Insurance Company, for the limited purposes set forth therein, LNC, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, for the limited purposes set forth therein, Liberty Mutual Group Inc., Protective Life Insurance Company and for the limited purposes set forth therein, Protective Life Corporation, is incorporated by reference to Exhibit 2.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on January 22, 2018. 3.1 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 Restated Articles of Incorporation of LNC are incorporated by reference to Exhibit 3.1 to LNC’s Form 8-K (File No. 1- 6028) filed with the SEC on August 14, 2017. Amended and Restated Bylaws of LNC (effective November 7, 2018) are incorporated by reference to Exhibit 3.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on November 13, 2018. 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(c) to LNC’s Registration Statement on Form S-3/A (File No. 33-55379) filed with the SEC on September 15, 1994. First Supplemental Indenture, dated as of November 1, 2006, to Indenture dated as of September 15, 1994, is incorporated by reference to Exhibit 4.4 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2006. Junior Subordinated Indenture, dated as of May 1, 1996, between LNC and The Bank of New York Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company and The First National Bank of Chicago) is incorporated by reference to Exhibit 4(j) to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001. Third Supplemental Junior Subordinated Indenture dated May 17, 2006, to Junior Subordinated Indenture, dated as of May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on May 17, 2006. Fourth Supplemental Junior Subordinated Indenture, dated as of November 1, 2006, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.9 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2006. Fifth Supplemental Junior Subordinated Indenture, dated as of March 13, 2007, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on March 13, 2007. Senior Indenture, dated as of March 10, 2009, between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.1 to LNC’s Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009. Junior Subordinated Indenture, dated as of March 10, 2009, between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.3 to LNC’s Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009. 4.9 Form of 7.00% Notes due March 15, 2018, incorporated by reference to Exhibit 4.2 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on March 24, 1998. 4.10 Form of 7.00% Capital Securities due 2066 of LNC is incorporated by reference to Exhibit 4.2 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on May 17, 2006. 4.11 4.12 4.13 4.14 4.15 Form of 6.15% Senior Notes due April 6, 2036 is incorporated by reference to Exhibit 4.2 to LNC’s Form 8-K (File No. 1- 6028) filed with the SEC on April 7, 2006. Form of 6.05% Capital Securities due 2067 is incorporated by reference to Exhibit 4.2 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on March 13, 2007. Form of 6.30% Senior Notes due 2037 is incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on October 9, 2007. Form of 8.75% Senior Notes due 2019 is incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on June 22, 2009. Form of 6.25% Senior Notes due 2020 is incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on December 11, 2009. 189 4.16 4.17 4.18 4.19 4.20 4.21 4.22 4.23 4.24 4.25 10.1 10.2 10.3 Form of 4.30% Senior Notes due 2015 incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on June 18, 2010. Form of 7.00% Senior Notes due 2040 incorporated by reference to Exhibit 4.2 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on June 18, 2010. Form of 4.85% Senior Notes due 2021 incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on June 24, 2011. Form of 4.20% Senior Notes due 2022 incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on March 29, 2012. Form of 4.00% Senior Notes due 2023 incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on August 16, 2013. Form of 3.350% Senior Notes due 2025 incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on March 10, 2015. Form of 3.625% Senior Notes due 2026 incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on December 12, 2016. Form of 4.000% Senior Notes due 2023 incorporated by reference to Exhibit 4.1 to LNC’s Form 8-K (File no. 1-6028) filed with the SEC on February 12, 2018. Form of 3.800% Senior Notes due 2028 incorporated by reference to Exhibit 4.2 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on February 12, 2018. Form of 4.350% Senior Notes due 2048 incorporated by reference to Exhibit 4.3 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on February 12, 2018. LNC 2014 Incentive Compensation Plan (effective May 22, 2014) is incorporated by reference to Exhibit 10.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on May 28, 2014.* LNC 2009 Amended and Restated Incentive Compensation Plan (as amended and restated on May 14, 2009) is incorporated by reference to Exhibit 4 to LNC’s Proxy Statement (File No. 1-6028) filed with the SEC on April 9, 2009.* LNC Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 5 to LNC’s Proxy Statement (File No. 1-6028) filed with the SEC on April 4, 2007.* 10.4 Non-Qualified Stock Option Agreement for the LNC Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.3 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on May 10, 2007.* 10.5 Non-Employee Director Fees are filed herewith.* 10.6 Amended and Restated LNC Supplemental Retirement Plan is incorporated by reference to Exhibit 10.10 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2007.* 10.7 10.8 10.9 The Severance Plan for Officers of LNC (Amended and Restated effective as of November 18, 2017) is incorporated by reference to Exhibit 10.7 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2017.* The LNC Outside Directors’ Value Sharing Plan, last amended March 8, 2001, is incorporated by reference to Exhibit 10(e) to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.* LNC Deferred Compensation and Supplemental/Excess Retirement Plan, as amended and restated effective December 31, 2013, is incorporated by reference to Exhibit 10.13 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2013.* 10.10 Amendment No. 1 to the LNC Deferred Compensation & Supplemental/Excess Retirement Plan, dated December 18, 2014, is incorporated by reference to Exhibit 10.15 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2014.* 10.11 Amendment No. 2 to the LNC Deferred Compensation & Supplemental/Excess Retirement Plan, effective December 31, 2015, is incorporated by reference to Exhibit 10.11 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2015.* 10.12 Amendment No. 3 to the LNC Deferred Compensation & Supplemental/Excess Retirement Plan, effective January 1, 2018 is filed herewith.* 190 10.13 Amendment No. 4 to the LNC Deferred Compensation & Supplemental/Excess Retirement Plan, effective January 1, 2018 is filed herewith.* 10.14 LNC 1993 Stock Plan for Non-Employee Directors, as last amended May 10, 2001, is incorporated by reference to Exhibit 10(g), to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.* 10.15 Amendment No. 2 to the LNC 1993 Stock Plan for Non-Employee Directors (effective February 1, 2006) is incorporated by reference to Exhibit 10.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on January 13, 2006.* 10.16 LNC Executives’ Severance Benefit Plan (effective August 7, 2008) is incorporated by reference to Exhibit 10.3 to LNC’s Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2008.* 10.17 Amendment No. 1 to the LNC Executives’ Severance Benefit Plan (effective November 9, 2011) is incorporated by reference to Exhibit 10.22 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2011.* 10.18 Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.26 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2007.* 10.19 LNC Deferred Compensation Plan for Non-Employee Directors, as amended and restated November 5, 2008, is incorporated by reference to Exhibit 10.23 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2008.* 10.20 Form of Indemnification between LNC and each director incorporated by reference to Exhibit 10.1 to LNC’s Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2009.* 10.21 Form of Non-Qualified Stock Option Award Agreement is incorporated by Reference to Exhibit 10.35 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2012.* 10.22 Amendment #1 to the Form of Non-Qualified Stock Option Award Agreements, effective August 13, 2014, is incorporated by reference to Exhibit 10.28 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2014.* 10.23 Amendment #2 to the Form of Non-Qualified Stock Option Award Agreements, effective August 13, 2014, is incorporated by reference to Exhibit 10.29 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2014.* 10.24 Form of Restricted Stock Unit Award Agreement for 2015 under the LNC 2014 Incentive Compensation Plan is incorporated by Reference to Exhibit 10.1 to LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2015.* 10.25 Form of Nonqualified Stock Option Agreement under the LNC 2014 Incentive Compensation Plan is incorporated by Reference to Exhibit 10.2 to LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2015.* 10.26 Form of Restricted Stock Unit Award Agreement for Senior Management Committee (Other than CEO) is incorporated by reference to Exhibit 10.1 to LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2016.* 10.27 Form of Nonqualified Stock Option Award Agreement for Senior Management Committee (Other than CEO) is incorporated by reference to Exhibit 10.1 to LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2017.* 10.28 Form of Performance Cycle Agreement for Senior Management Committee (Other than CEO) is incorporated by reference to Exhibit 10.3 to LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2016.* 10.29 LNC Domestic Relocation Policy Home Sale Assistance Plan, effective as of September 6, 2007, is incorporated by reference to Exhibit 10.35 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2009.* 10.30 Agreement, Waiver and General Release, dated July 16, 2018, between LNC and Rajat B. Chakraborty is incorporated by reference to Exhibit 10 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on July 17, 2018.* 10.31 Transition and Separation Letter, dated December 2, 2018, between LNC and Kirkland L. Hicks is filed herewith.* 10.32 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 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on August 1, 2001. Omitted schedules and exhibits listed in the Agreement will be furnished to the SEC upon request. 10.33 Indemnity Reinsurance Agreement, dated as of January 1, 1998, between Connecticut General Life Insurance Company and Lincoln Life & Annuity Company of New York is incorporated by reference to Exhibit 10.67 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2008.** 191 10.34 Coinsurance Agreement, dated as of October 1, 1998, AETNA Life Insurance and Annuity Company and Lincoln Life & Annuity Company of New York is incorporated by reference to Exhibit 10.68 to LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2008.** 10.35 Credit Agreement, dated as of June 30, 2016, among LNC, as an Account Party and Guarantor, the Subsidiary Account Parties, as additional Account Parties, JPMorgan Chase Bank, N.A. as administrative agent, and the other lenders named therein, incorporated by reference to Exhibit 10.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on July 6, 2016. 21 23 Subsidiaries List. 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 32.2 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. 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. 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. * This exhibit is a management contract or compensatory plan or arrangement. ** Schedules to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. LNC will furnish supplementally a copy of the schedule to the SEC, upon request. NOTE: This is an abbreviated version the Lincoln National Corporation Form 10-K. Copies of the full Form 10-K and these exhibits are available electronically at www.sec.gov or www.lfg.com, or by writing to the Corporate Secretary at Lincoln National Corporation, 150 N. Radnor-Chester Road, Suite A305, Radnor, PA 19087. 192 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 Dated: February 20, 2019 LINCOLN NATIONAL CORPORATION By: /s/ Randal J. Freitag Randal J. Freitag Executive 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 February 20, 2019. Signature /s/ Dennis R. Glass Dennis R. Glass /s/ Randal J. Freitag Randal J. Freitag /s/ Christine A. Janofsky Christine A. Janofsky /s/ Deirdre P. Connelly Deirdre P. Connelly /s/ William H. Cunningham William H. Cunningham /s/ George W. Henderson, III George W. Henderson, III /s/ Eric G. Johnson Eric G. Johnson /s/ Gary C. Kelly Gary C. Kelly /s/ M. Leanne Lachman M. Leanne Lachman /s/ Patrick S. Pittard Patrick S. Pittard /s/ Isaiah Tidwell Isaiah Tidwell /s/ Lynn M. Utter Lynn M. Utter Title President, Chief Executive Officer and Director (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer) Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) Director Director Director Director Director Director Director Director Director 193 Index to Financial Statement Schedules – Summary of Investments – Other than Investments in Related Parties I II – Condensed Financial Information of Registrant III – Supplementary Insurance Information IV – Reinsurance FS-2 FS-3 FS-6 FS-8 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. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” on page 41 for more detail on items contained within these schedules. FS-1 LINCOLN NATIONAL CORPORATION SCHEDULE I – CONSOLIDATED SUMMARY OF INVESTMENTS – OTHER THAN INVESTMENTS IN RELATED PARTIES (in millions) Column A Column B Column C Column D Type of Investment Fixed Maturity Available-For-Sale Securities (1) Bonds: U.S. government bonds Foreign government bonds State and municipal bonds Public utilities All other corporate bonds Mortgage-backed and asset-backed securities Hybrid and redeemable preferred securities Total fixed maturity available-for-sale securities Equity Securities Common stocks: Banks, trusts and insurance companies Industrial, miscellaneous and all other Non-redeemable preferred securities Total equity securities Trading securities Mortgage loans on real estate Real estate Policy loans Derivative investments (2) Other investments Total investments As of December 31, 2018 Fair Value Carrying Value Cost $ $ 390 406 4,647 13,330 66,293 6,781 582 92,429 59 36 21 116 1,823 13,260 12 2,509 466 2,255 112,870 $ 417 448 5,345 13,773 66,575 6,873 593 94,024 54 25 20 99 1,950 13,092 N/A N/A 1,107 2,255 $ 417 448 5,345 13,773 66,575 6,873 593 94,024 54 25 20 99 1,950 13,260 12 2,509 1,107 2,255 115,216 $ (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. (2) Derivative investment assets were offset by want to $160 million in derivative liabilities reflected in other liabilities on our Consolidated Balance Sheets. FS-2 LINCOLN NATIONAL CORPORATION SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS (Parent Company Only) (in millions, except share data) ASSETS Investments in subsidiaries (1) Derivative investments Other investments Cash and invested cash Loans and accrued interest to subsidiaries (1) Other assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities Common dividends payable Short-term debt Long-term debt Loans from subsidiaries (1) Payables for collateral on investments Other liabilities Total liabilities Contingencies and Commitments Stockholders’ Equity Preferred stock – 10,000,000 shares authorized Common stock – 800,000,000 shares authorized Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity Total liabilities and stockholders’ equity (1) Eliminated in consolidation. As of December 31, 2017 2018 $ $ $ $ 18,251 92 90 420 2,376 59 21,288 76 - 5,839 553 21 449 6,938 - 5,392 8,551 407 14,350 21,288 $ $ $ $ 20,488 187 77 620 2,328 16 23,716 72 450 4,894 476 65 437 6,394 - 5,693 8,399 3,230 17,322 23,716 FS-3 LINCOLN NATIONAL CORPORATION SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parent Company Only) (in millions) For the Years Ended December 31, 2016 2017 2018 $ 1,025 148 7 3 1,183 18 34 288 340 843 (42) 885 756 1,641 (3,449) (9) (7) (3,465) (1,824) $ $ $ $ 1,069 133 2 (3) 1,201 40 21 247 308 893 (20) 913 1,166 2,079 1,643 13 8 1,664 3,743 $ 1,035 123 3 - 1,161 46 16 327 389 772 (95) 867 325 1,192 709 (22) 34 721 1,913 Revenues Dividends from subsidiaries (1) Interest from subsidiaries (1) Net investment income Realized gain (loss) Total revenues Expenses Operating and administrative expenses Interest – subsidiaries (1) Interest – other Total expenses Income (loss) before federal income taxes, equity in income (loss) of subsidiaries, less dividends Federal income tax expense (benefit) Income (loss) before equity in income (loss) of subsidiaries, less dividends Equity in income (loss) of subsidiaries, less dividends Net income (loss) Other comprehensive income (loss), net of tax: Unrealized investment gains (losses) Foreign currency translation adjustment Funded status of employee benefit plans Total other comprehensive income (loss), net of tax Comprehensive income (loss) (1) Eliminated in consolidation. FS-4 LINCOLN NATIONAL CORPORATION SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) STATEMENTS OF CASH FLOWS (Parent Company Only) (in millions) For the Years Ended December 31, 2016 2017 2018 $ 1,641 $ 2,079 $ 1,192 (756) (3) 15 (27) 870 (502) 89 (413) (537) 1,094 (23) 52 (48) (6) (900) (289) (657) (200) 620 420 $ (1,166) 3 107 20 1,043 (60) (42) (102) - - - (230) 239 46 (725) (262) (932) 9 611 620 $ (325) - 120 54 1,041 - (23) (23) (350) 395 (59) 37 (20) 26 (879) (238) (1,088) (70) 681 611 Cash Flows from Operating Activities Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in (income) loss of subsidiaries greater than distributions (1) Realized (gain) loss Change in federal income tax accruals Other Net cash provided by (used in) operating activities Cash Flows from Investing Activities Capital contribution to subsidiaries (1) Net change in collateral on investments, derivatives and related settlements Net cash provided by (used in) investing activities Cash Flows from Financing Activities Payment of long-term debt, including current maturities Issuance of long-term debt, net of issuance costs Payment related to early extinguishment of debt Increase (decrease) in loans from subsidiaries, net (1) Increase (decrease) in loans to subsidiaries, net (1) Common stock issued for benefit plans Repurchase of common stock Dividends paid to common stockholders Net cash provided by (used in) financing activities Net increase (decrease) in cash, invested cash and restricted cash Cash, invested cash and restricted cash as of beginning-of-year Cash, invested cash and restricted cash as of end-of-year $ (1) Eliminated in consolidation. FS-5 LINCOLN NATIONAL CORPORATION SCHEDULE III – CONDENSED SUPPLEMENTARY INSURANCE INFORMATION (in millions) Column A Column B Column C Column D Column E Column F Segment Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total Future Contract Benefits Other Contract Unearned Holder Funds Premiums (1) DAC and VOBA Insurance Premiums As of or For the Year Ended December 31, 2018 $ $ As of or For the Year Ended December 31, 2017 $ $ $ $ $ $ $ $ 3,660 243 6,151 210 - 10,264 3,583 194 4,446 180 - 8,403 3,597 201 5,145 191 - 9,134 $ $ $ 3,509 $ 8 13,139 5,396 12,596 34,648 $ 1,943 $ 4 12,658 2,262 6,020 22,887 $ 2,485 $ 4 11,400 2,280 5,407 21,576 $ - $ - - - - - $ - $ - - - - - $ - $ - - - - - $ 23,493 19,761 40,997 197 6,785 91,233 21,713 18,719 39,459 161 157 80,209 21,202 17,878 39,332 168 323 78,903 $ $ $ 390 - 817 3,383 11 4,601 475 - 773 1,998 10 3,256 331 - 703 1,939 14 2,987 As of or For the Year Ended December 31, 2016 $ $ (1) Unearned premiums are included in Column C, future contract benefits. FS-6 LINCOLN NATIONAL CORPORATION SCHEDULE III – CONDENSED SUPPLEMENTARY INSURANCE INFORMATION (Continued) (in millions) Column A Segment Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total Annuities Retirement Plan Services Life Insurance Group Protection Other Operations Total Column G Column H Column I Benefits Net Investment Income and Interest Credited Column J Column K Amortization of DAC and VOBA Other Operating Premiums Expenses Written As of or For the Year Ended December 31, 2018 1,005 899 2,697 260 224 5,085 $ $ 1,465 $ 557 4,759 2,460 162 9,403 $ 373 $ 28 711 92 - 1,204 $ 1,428 $ 393 660 967 507 3,955 $ As of or For the Year Ended December 31, 2017 1,038 899 2,643 168 242 4,990 $ $ 1,084 $ 538 4,593 1,353 182 7,750 $ 430 $ 27 468 79 - 1,004 $ 1,397 $ 396 721 611 343 3,468 $ As of or For the Year Ended December 31, 2016 1,033 859 2,562 176 244 4,874 $ $ 1,130 $ 515 4,071 1,324 216 7,256 $ 388 $ 28 734 126 - 1,276 $ 1,296 $ 386 688 580 453 3,403 $ $ $ $ $ $ $ - - - - - - - - - - - - - - - - - - FS-7 LINCOLN NATIONAL CORPORATION SCHEDULE IV – CONSOLIDATED REINSURANCE (in millions) Column A Column B Column C Column D Column E Ceded Assumed to from Other Gross Amount Other Companies Companies Net Amount Column F Percentage of Amount Assumed to Net Description Individual life insurance in-force (1) Premiums: Life insurance and annuities (2) Accident and health insurance Total premiums Individual life insurance in-force (1) Premiums: Life insurance and annuities (2) Accident and health insurance Total premiums Individual life insurance in-force (1) Premiums: Life insurance and annuities (2) Accident and health insurance Total premiums As of or For the Year Ended December 31, 2018 $ 1,420,500 $ 667,900 $ 8,700 $ 761,300 9,742 2,299 12,041 $ 1,509 34 1,543 $ $ 81 8 89 $ 8,314 2,273 10,587 As of or For the Year Ended December 31, 2017 $ 1,075,600 $ 286,600 $ 9,500 $ 798,500 8,949 1,320 10,269 $ 1,465 20 1,485 $ $ 80 11 91 $ 7,564 1,311 8,875 As of or For the Year Ended December 31, 2016 $ 1,035,600 $ 288,000 $ 10,200 $ 757,800 8,277 1,274 9,551 $ 1,392 21 1,413 $ $ 80 13 93 $ 6,965 1,266 8,231 1.1% 1.0% 0.4% 1.2% 1.1% 0.8% 1.3% 1.1% 1.0% (1) (2) Includes Group Protection segment and Other Operations in-force amounts. Includes insurance fees on universal life and other interest-sensitive products. FS-8 Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following registration statements of Lincoln National Corporation and in the related prospectuses listed below: 1. Forms S-3 a. No. 333-220731 pertaining to the Lincoln National Corporation automatic shelf registration for certain securities, b. Nos. 333-131943 and 333-163672 pertaining to the Lincoln National Life Insurance Company Agents’ Savings and Profit Sharing Plan, 333-185105, 333-208110 and 333-228471 pertaining to the LNL Agents’ 401(k) Plan, c. Nos. 333-142871 pertaining to the Lincoln National Corporation Amended and Restated Incentive Compensation Plan and 333- 159290, 333-181049, 333-203699 and 333-225228 pertaining to the Lincoln National Corporation 2009 Amended and Restated Incentive Compensation Plan, d. Nos. 333-84728, 333-84728-01, 333-84728-02, 333-84728-03 and 333-84728-04 pertaining to the Lincoln National Corporation shelf registration for certain securities, and e. Nos. 333-146213, 33-51415, 333-165504, 333-187320, 333-189136 and 333-211879 pertaining to the Lincoln National Corporation Deferred Compensation Plan for Agents; 2. Form S-4 (No. 333-130226) pertaining to the proposed business combination with Jefferson-Pilot Corporation; 3. Forms S-8 a. No. 333-203690 pertaining to the Lincoln National Corporation 2009 Amended and Restated Incentive Compensation Plan and the Jefferson-Pilot Corporation Long-Term Stock Incentive Plan, b. No. 333-196233 pertaining to the Lincoln National Corporation 2014 Incentive Compensation Plan, c. No. 333-155385 pertaining to the Lincoln National Corporation Deferred Compensation and Supplemental/Excess Retirement Plan, d. No. 333-142872 pertaining to the Lincoln National Corporation Stock Option Plan for Non-Employee Directors, e. No. 333-133039 pertaining to various Jefferson-Pilot Corporation benefit plans, f. Nos. 333-143796 and 333-126452 pertaining to the Lincoln National Corporation Executive Deferred Compensation Plan for Employees, g. Nos. 333-126020 pertaining to the Lincoln National Corporation Employees Savings and Profit Sharing Plan and 333-161989 pertaining to the LNC Employees 401(k) Plan, h. Nos. 333-143795 and 333-121069 pertaining to the Lincoln National Corporation Deferred Compensation Plan for Non- Employee Directors, i. No. 033-58113 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors, and j. No. 333-105344 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors; of our reports dated February 20, 2019, with respect to the consolidated financial statements and financial statement schedules of Lincoln National Corporation 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, 2018. /s/ Ernst & Young LLP Philadelphia, Pennsylvania February 20, 2019 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.1 I, Dennis R. Glass, President 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) b) c) d) 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; 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; 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 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) b) 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 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: February 20, 2019 /s/ Dennis R. Glass Name: Dennis R. Glass Title: President and Chief Executive Officer Exhibit 31.2 I, Randal J. Freitag, Executive Vice President and Chief Financial Officer, certify that: Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 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) b) c) d) 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; 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; 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 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) b) 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 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: February 20, 2019 /s/ Randal J. Freitag Name: Randal J. Freitag Title: Executive Vice President and Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 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, 2018, (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: February 20, 2019 /s/ Dennis R. Glass Name: Dennis R. Glass Title: President and Chief Executive Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 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, 2018, (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: February 20, 2019 /s/ Randal J. Freitag Name: Randal J. Freitag Title: Executive Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Comparison of Five-Year Cumulative Total Return The following represents a five-year comparison of the annual performance of our cumulative total shareholder return (change in the year-end stock price plus reinvested dividends), based on a hypothetical investment of $100 (invested on December 31, 2013, with dividends reinvested through December 31, 2018), with the Standard & Poor’s (“S&P”) 500 Index® and the S&P Life/Health Index. Returns of the S&P Life/Health Index have been weighted according to their respective aggregate market capitalization at the beginning of each period shown on the graph. Comparison of Five-Year Cumulative Total Return $200.00 $175.00 $150.00 $125.00 $100.00 $75.00 $50.00 $25.00 $- 2013 2014 2015 2016 2017 2018 Lincoln National Corporation S&P 500 Index® S&P Life/Health Index $ 2013 100.00 100.00 100.00 $ 2014 113.13 113.69 101.95 $ As of December 31, 2015 2016 135.12 100.06 129.05 115.26 119.26 95.51 $ Lincoln National Corporation S&P 500 Index® S&P Life/Health Index $ 2017 159.38 157.22 138.85 $ 2018 108.38 150.33 110.01 There can be no assurance that our stock performance will continue in the future with the same or similar trends depicted in the preceding graph. We will not make or endorse any predictions as to future stock performance. Pursuant to Securities and Exchange Commission (“SEC”) rules, the Comparison of Five-Year Cumulative Total Return graph shall not be considered “soliciting material” or to be “filed” with the SEC, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate such information by reference into a document filed with the SEC under the Securities Exchange Act of 1934, as amended, or under the Securities Act of 1933, as amended. Board of Directors Deirdre P. Connelly Retired President North American Pharmaceuticals of GlaxoSmithKline William H. Cunningham Professor The University of Texas at Austin Dennis R. Glass President and CEO Lincoln National Corporation George W. Henderson, III Retired Chairman and CEO Burlington Industries, Inc. Eric G. Johnson President and CEO Baldwin Richardson Foods Company Gary C. Kelly Chairman and CEO Southwest Airlines Co. M. Leanne Lachman President Lachman Associates LLC Michael F. Mee Retired EVP and CFO Bristol-Myers Squibb Company Patrick S. Pittard CEO BDI DataLynk, LLC Isaiah Tidwell Retired EVP and Georgia Wealth Management Director Wachovia Bank, N.A. Lynn M. Utter Principal and Chief Talent Officer Atlas Holdings LLC Corporate Headquarters Lincoln National Corporation 150 N. Radnor Chester Road Radnor, PA 19087-5238 Internet Information Information on LNC’s financial results and its products and services as well as SEC filings are available on our website at www.lfg.com. Stock Listings LNC’s common stock is traded on the New York Stock Exchange under the symbol LNC. Inquiries Analysts and institutional investors should contact: Chris Giovanni Senior Vice President – Investor Relations Lincoln National Corporation 150 N. Radnor Chester Road Radnor, PA 19087 E-mail: investorrelations@LFG.com Annual Meeting of Shareholders The annual meeting of shareholders will be held at The Ritz-Carlton Hotel, 10 Avenue of the Arts, Philadelphia, PA 19102, at 9 a.m. (local time) on Friday, May 24, 2019. 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: EQ Shareowner Services P.O. Box 64874 St. Paul, MN 55164-0874 1-866-541-9693 www.shareowneronline.com For registered or overnight mailings use: EQ Shareowner Services 1110 Centre Point Curve, Suite 101 Mendota Heights, MN 55120 Dividend Reinvestment Program/Direct Stock Purchase Plan LNC has a Dividend Reinvestment and Cash Investment Plan. For further information, write to EQ Shareowner 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 EQ Shareowner 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. Lincoln Financial Group is a registered service mark of LNC. Lincoln National Corporation 150 N. Radnor-Chester Road Radnor, PA 19087 Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates. AR-LNC-18 

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