9. Shares and Stockholders’ Equity

Common and Preferred Shares

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



	For the Three
	Months Ended
	March 31,
	2014		2013
Series A Preferred Stock
Balance as of beginning-of-period	-		9,532
Balance as of end-of-period	-		9,532

Common Stock
Balance as of beginning-of-period	262,896,701		271,402,586
Stock issued for exercise of warrants	3,044,765		-
Stock compensation/issued for benefit plans	728,515		427,429
Retirement/cancellation of shares	(2,987,819	)	(3,372,457	)
Balance as of end-of-period	263,682,162		268,457,558

Common Stock as of End-of-Period
Assuming conversion of preferred stock	263,682,162		268,610,070
Diluted basis	270,379,143		277,230,360

Our common and Series A preferred stocks are without par value.

Average Shares

A reconciliation of the denominator (number of shares) in the calculations of basic and diluted earnings (loss) per common share was as follows:



	For the Three
	Months Ended
	March 31,
	2014		2013
Weighted-average shares, as used in basic calculation	262,738,542		270,265,766
Shares to cover exercise of outstanding warrants	7,194,803		10,150,108
Shares to cover conversion of preferred stock	-		152,512
Shares to cover non-vested stock	1,559,679		1,282,721
Average stock options outstanding during the period	3,898,853		1,726,615
Assumed acquisition of shares with assumed proceeds	(1,514,514	)	(3,630,023	)
from exercising outstanding warrants
Assumed acquisition of shares with assumed
proceeds and benefits from exercising stock
options (at average market price for the period)	(2,699,754	)	(1,272,272	)
Shares repurchaseable from measured but	(105,046	)	(83,328	)
unrecognized stock option expense
Average deferred compensation shares	1,042,441		-
Weighted-average shares, as used in diluted calculation	272,115,004		278,592,099

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 earnings per share (“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 their deferral amounts. For the three months ended March 31, 2014, the effect of settling this obligation in LNC stock (“equity classification”) was more dilutive than the scenario of settling it in cash (“liability classification”). Therefore, for our EPS calculation for this period, 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 $1 million for the three months ended March 31, 2014.

The income used in the calculation of our diluted EPS is our net income (loss) reduced by preferred stock dividends.

Accumulated OCI (“AOCI”)

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



	For the Three
	Months Ended
	March 31,
	2014			2013
Unrealized Gain (Loss) on AFS Securities
Balance as of beginning-of-year	$	1,609		$	4,066
Unrealized holding gains (losses) arising during the period		2,003			(732	)
Change in foreign currency exchange rate adjustment		2			(13	)
Change in DAC, VOBA, DSI, future contract benefits and other contract holder funds		(604	)		286
Income tax benefit (expense)		(490	)		161
Less:
Reclassification adjustment for gains (losses) included in net income (loss)		2			(6	)
Associated amortization of DAC, VOBA, DSI and DFEL		(7	)		(8	)
Income tax benefit (expense)		2			5
Balance as of end-of-period	$	2,523		$	3,777
Unrealized OTTI on AFS Securities
Balance as of beginning-of-year	$	(78	)	$	(107	)
(Increases) attributable to:
Gross OTTI recognized in OCI during the period		(7	)		(7	)
Change in DAC, VOBA, DSI and DFEL		-			1
Income tax benefit (expense)		2			2
Decreases attributable to:
Sales, maturities or other settlements of AFS securities		7			43
Change in DAC, VOBA, DSI and DFEL		(1	)		(5	)
Income tax benefit (expense)		(2	)		(14	)
Balance as of end-of-period	$	(79	)	$	(87	)
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year	$	256		$	163
Unrealized holding gains (losses) arising during the period		(30	)		48
Change in foreign currency exchange rate adjustment		(2	)		11
Change in DAC, VOBA, DSI and DFEL		-			2
Income tax benefit (expense)		11			(22	)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)		(6	)		(2	)
Associated amortization of DAC, VOBA, DSI and DFEL		-			1
Income tax benefit (expense)		2			-
Balance as of end-of-period	$	239		$	203
Foreign Currency Translation Adjustment
Balance as of beginning-of-year	$	(5	)	$	(4	)
Foreign currency translation adjustment arising during the period		(5	)		(3	)
Income tax benefit (expense)		-			1
Balance as of end-of-period	$	(10	)	$	(6	)
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year	$	(219	)	$	(310	)
Adjustment arising during the period		(1	)		6
Income tax benefit (expense)		-			(2	)
Balance as of end-of-period	$	(220	)	$	(306	)

The following summarizes the reclassifications out of AOCI (in millions) and the associated line item in the Consolidated Statements of Comprehensive Income (Loss):



	For the Three
	Months Ended
	March 31,
	2014			2013
Unrealized Gain (Loss) on AFS Securities
Gross reclassification	$	2		$	(6	)	Total realized gain (loss)
Associated amortization of DAC,
VOBA, DSI and DFEL		(7	)		(8	)	Total realized gain (loss)
Reclassification before income
tax benefit (expense)		(5	)		(14	)	Income (loss) from continuing operations before taxes
Income tax benefit (expense)		2			5		Federal income tax expense (benefit)
Reclassification, net of income tax	$	(3	)	$	(9	)	Net income (loss)

Unrealized OTTI on AFS Securities
Gross reclassification	$	7		$	43		Total realized gain (loss)
Change in DAC, VOBA, DSI and DFEL		(1	)		(5	)	Total realized gain (loss)
Reclassification before income
tax benefit (expense)		6			38		Income (loss) from continuing operations before taxes
Income tax benefit (expense)		(2	)		(14	)	Federal income tax expense (benefit)
Reclassification, net of income tax	$	4		$	24		Net income (loss)

Unrealized Gain (Loss) on Derivative Instruments
Gross reclassifications:
Interest rate contracts	$	(7	)	$	(5	)	Net investment income
Interest rate contracts		1			1		Interest and debt expense
Foreign currency contracts		-			2		Net investment income
Total gross reclassifications		(6	)		(2	)
Associated amortization of DAC,
VOBA, DSI and DFEL		-			1		Commissions and other expenses
Reclassifications before income
tax benefit (expense)		(6	)		(1	)	Income (loss) from continuing operations before taxes
Income tax benefit (expense)		2			-		Federal income tax expense (benefit)
Reclassification, net of income tax	$	(4	)	$	(1	)	Net income (loss)