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, 2019  

OR

 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  

For the transition period from                      to                     .

Commission File Number 1-6028  

LINCOLN NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)  

Indiana	35-1140070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
150 N. Radnor Chester Road, Suite A305, Radnor, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (484) 583-1400  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	LNC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

Large Accelerated Filer		Accelerated Filer	
Non-accelerated Filer		Smaller Reporting Company	
		Emerging Growth Company	

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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 $11.4 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, 2020, 195,371,579 shares of common stock of the registrant were outstanding.

Documents Incorporated by Reference:

Selected portions of the Proxy Statement for the Annual Meeting of Shareholders, scheduled for June 11, 2020, have been incorporated by reference into Part III of this Form 10-K.

________________________________________________________________________________________________________

‎

Lincoln National Corporation

Table of Contents

Item				Page
PART I
1.	Business			1
		Overview		1
		Business Segments and Other Operations		2
			Annuities	2
			Retirement Plan Services	4
			Life Insurance	6
			Group Protection	8
			Other Operations	9
		Reinsurance		9
		Reserves		10
		Investments		10
		Financial Strength Ratings		11
		Regulatory		11
		Employees		17
		Available Information		17
1A.	Risk Factors			17
1B.	Unresolved Staff Comments			33
2.	Properties			33
3.	Legal Proceedings			33
4.	Mine Safety Disclosures			33
	Information About our Executive Officers			34
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			35
6.	Selected Financial Data			36
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
		Forward-Looking Statements – Cautionary Language		37
		Introduction		38
		Executive Summary		38
		Critical Accounting Policies and Estimates		41
		Acquisitions and Dispositions		51
		Results of Consolidated Operations		51
		Results of Annuities		53
		Results of Retirement Plan Services		58
		Results of Life Insurance		62
		Results of Group Protection		66
		Results of Other Operations		69
		Realized Gain (Loss) and Benefit Ratio Unlocking		71
		Consolidated Investments		74
		Reinsurance		87
		Review of Consolidated Financial Condition		88
		Liquidity and Capital Resources		88

Item		Page
7A.	Quantitative and Qualitative Disclosures About Market Risk	95
8.	Financial Statements and Supplementary Data	102
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	187
9A.	Controls and Procedures	187
9B.	Other Information	187
PART III
10.	Directors, Executive Officers and Corporate Governance	187
11.	Executive Compensation	188
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	188
13.	Certain Relationships and Related Transactions, and Director Independence	188
14.	Principal Accounting Fees and Services	188
PART IV
15.	Exhibits, Financial Statement Schedules	188
	Index to Exhibits	189
	Signatures	193
	Index to Financial Statement Schedules	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, retirement income and group protection 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, 2019, LNC had consolidated assets of $334.8 billion and consolidated stockholders’ equity of $19.7 billion.

We provide products and services and report results through four segments as follows:

Business Segments

Annuities

Retirement Plan Services

Life Insurance