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.
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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.
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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
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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
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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.
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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.
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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
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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
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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.”
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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.
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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.”
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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.
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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
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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
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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
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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.
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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.
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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-
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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