8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 18, 2018

Lincoln National Corporation

(Exact Name of Registrant as Specified in its Charter)

Indiana	1-6028	35-1140070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
150 N. Radnor Chester Road Radnor, PA		19087
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 7.01 Regulation FD Disclosure.

On January 19, 2018, Lincoln National Corporation (“Lincoln”) issued a press release announcing that The Lincoln National Life Insurance Company, a wholly owned subsidiary of Lincoln, and for the limited purposes set forth therein, Lincoln, entered into a Master Transaction Agreement with Liberty Mutual Insurance Company (“LMIC”), Liberty Mutual Fire Insurance Company (together with LMIC, “Liberty”), for the limited purposes set forth therein, Liberty Mutual Group Inc., Protective Life Insurance Company (“Protective”), and for the limited purposes set forth therein, Protective Life Corporation, to acquire all of the issued and outstanding capital stock of Liberty Life Assurance Company of Boston (the “Company”), which currently operates Liberty’s Group Benefits Business (the “Group Business”) and Individual Life and Annuity Business, for cash consideration of approximately $3.3 billion (the “Transaction”). The consideration includes approximately $1.446 billion total net investment for the Group Business, including a purchase price of $1.021 billion and $425 million in required capital. The remaining components of the payment to Liberty include $410 million of individual life and annuity value paid by Protective, $1.202 billion associated with excess capital in the Company and $211 million of tax items. A copy of the press release is attached hereto as Exhibit 99.1 and hereby furnished pursuant to this Item 7.01.

On January 19, 2018, Lincoln also made available an investor presentation regarding the Transaction. A copy of the investor presentation is attached hereto as Exhibit 99.2 and hereby furnished pursuant to this Item 7.01.

The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor, unless otherwise specified, shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward Looking Statements

This Form 8-K contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this news announcement that are not historical facts, including statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook” or words of similar meanings. These statements are based on Lincoln’s current expectations and beliefs and various assumptions. There can be no assurance that Lincoln will realize these expectations or that these beliefs will prove correct. Numerous factors, many of which are beyond Lincoln’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that expected benefits associated with the proposed transaction may not be realized as expected, or at all; the proposed transaction not being timely completed, if completed at all, including risks relating to the timing, receipt and terms and conditions of any required governmental or regulatory approvals for the proposed transaction; prior to the completion of the proposed transaction, Lincoln’s or Liberty’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to establish or maintain relationships with employees, suppliers, customers and other business partners or governmental entities; the parties being unable to successfully implement integration strategies or to achieve anticipated synergies and operational efficiencies related to the proposed transaction within the expected time frames or at all; the failure to realize the expected benefits from Lincoln’s business process initiatives, including its strategic digitization initiative; the risks, challenges and uncertainties associated with Lincoln’s capital management plan, expense reduction initiatives and other action which may include acquisitions, divestitures or restructurings; uncertainties surrounding domestic and global economic conditions; and other factors that are described in Lincoln’s filings on forms 8-K, 10-Q and 10-K with the U.S. Securities and Exchange Commission. Lincoln does not undertake any obligation to update any forward-looking statements contained in this Form 8-K as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press Release, dated January 19, 2018*
99.2	Investor Presentation, dated January 19, 2018*

* Furnished and not filed for purposes of Section 18 of the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 19, 2018	Lincoln National Corporation
	By:	/s/ Randal J. Freitag
	Name:	Randal J. Freitag
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

LINCOLN FINANCIAL GROUP SIGNS AGREEMENT TO ACQUIRE LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

Acquisition Positions Lincoln Financial Group as a Group Benefits Market Leader

by Enhancing Large Case Presence and Disability Expertise, Complementing Current Markets with

Limited Sales Overlap

Further Advances Lincoln Financial Group’s Strategic Priority of Increasing Mortality and Morbidity

Sources of Earnings

RADNOR, Pa., January 19, 2018 – Lincoln Financial Group (NYSE: LNC) announced today that it has entered into a definitive agreement to acquire Liberty Life Assurance Company of Boston from Liberty Mutual Insurance Group. Upon completion of the transaction, Lincoln Financial will retain Liberty’s Group Benefits business and reinsure Liberty’s Individual Life and Annuity business to Protective Life Insurance Company. The acquisition, which is expected to create a single, powerful Group Benefits operation with industry-leading products, services, and capabilities, is expected to be completed in the second quarter of 2018, pending regulatory approvals and other customary closing conditions.

“Through this transaction, Lincoln Financial will have a significantly increased presence in the Group Benefits market by complementing our existing small to middle-market strengths with even deeper large case and disability expertise,” said Dennis R. Glass, president and chief executive officer of Lincoln Financial Group. “Liberty is a respected and high-quality carrier, one with talented Group Benefits employees who will soon join our own impressive team in order to drive even greater benefit for all customers. The acquisition also aligns with our strategic priority of diversifying our sources of earnings and effectively deploying capital.”

With this acquisition, Lincoln Financial is poised to become a Group Benefits market leader, as the combined Fully Insured Disability sales market share would be ranked number one at 14 percent, and the combined Total Life and Fully Insured Disability sales market share rank would be number three.¹ Lincoln Financial will expand its distribution and product reach, strengthen its capabilities, and leverage new opportunities to benefit customers and shareholders by tapping into Liberty’s competitive advantages, which include enhanced absence management, extensive claim clinical resources and broader broker and consultant relationships.

“Today’s announcement uniquely positions each company to expand on their core strengths, profitability and market presence,” said David H. Long, Liberty Mutual chairman and chief executive officer. “For Liberty, the transaction is an integral part of our overall strategy to focus on our property and casualty business. Lincoln Financial and Protective will each benefit from Liberty’s profitable book of business and its momentum in the Group, Individual Life and Annuity businesses, as well as from the addition of our many talented and committed employees.”

The combined organization will meet the evolving needs of employers and employees by featuring Life, Disability, Dental, Vision, Critical Illness, and Accident insurance, plus a full suite of enhanced absence management services. It will also have access to 10 million insureds and enable Lincoln Financial to accelerate its employee-paid sales, which has been an increasing area of focus.

Additional Transaction Details

Under the terms of the agreement, Lincoln Financial Group will pay Liberty Mutual approximately $3.3 billion, which consists of $1.446 billion total net investment for the Group Benefits business, including a purchase price of $1.021 billion and $425 million in required capital. The remaining components of the payment to Liberty Mutual include $410 million of individual life and annuity value paid by Protective Life; $1.202 billion associated with excess capital in LLAC; and $211 million of tax items. The acquisition is expected to be accretive to Lincoln Financial’s earnings per share in 2019, excluding integration costs, and will be financed with cash and the issuance of debt. Lincoln’s shareholder buyback program will be temporarily suspended, and is expected to resume no later than the third quarter of 2018. Goldman Sachs & Co. LLC acted as financial advisor to Lincoln Financial and Wachtell, Lipton, Rosen & Katz acted as legal advisor. Barclays acted as financial advisor to Liberty Mutual, and Skadden, Arps, Slate, Meagher, & Flom LLP acted as legal advisor.

Conference Call

Webcast Information

Lincoln Financial Group will host a conference call this morning, Friday, January 19, 2018 at 8:30 a.m. Eastern Time, to discuss the details of this transaction. A presentation will be available on the Investor Relations webpage at www.lfg.com/investor prior to this morning’s call.

Interested persons are invited to listen through the internet. Please visit the events section of our Investor Relations webpage at www.lfg.com/webcast at least fifteen minutes prior to the event to register, download and install any necessary streaming media software.

Conference Call Information

Interested persons may also listen to the call by dialing the following numbers:

(866) 394-4575 (U.S./Canada)

(678) 509-7536 (International)

Ask for the Lincoln National Conference Call.

Replay Information

A replay of the call will be available by 1:00 p.m. Eastern Time on January 19, 2018 at www.lfg.com/webcast.

Audio replay will also begin by 1:00 p.m. Eastern Time on January 19, 2018, and it will remain available through 12:00 p.m. Eastern Time on January 26, 2018. To access the re-broadcast:

(855) 859-2056 (Domestic)

(404) 537-3406 (International)

Enter conference code: 3898307

About Lincoln Financial Group

Lincoln Financial Group provides advice and solutions that help empower people to take charge of their financial lives with confidence and optimism. Today, more than 17 million customers trust our retirement, insurance, and wealth protection expertise to help address their lifestyle, savings, and income goals, as well as to guard against long-term care expenses. Headquartered in Radnor, Pennsylvania, Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. The company had $246 billion in assets under management as of September 30, 2017. Lincoln Financial Group is a committed corporate citizen and was named one of the Forbes Best Employers for 2017, is a member of the Dow Jones Sustainability Index North America, and received a perfect score of 100 percent on the 2017 Corporate Equality Index. Follow us on Facebook, Twitter, LinkedIn, and Instagram. Sign up for email alerts at http://newsroom.lfg.com.    

About Liberty Mutual Insurance

Liberty Mutual’s purpose is to help people embrace today and confidently pursue tomorrow. Keeping this promise means we are there when our policyholders throughout the world need us most.

In business since 1912, and headquartered in Boston, Mass., today we are a leading global insurer with operations in 30 countries and economies around the world. We are the fourth largest property and casualty insurer in the U.S. based on 2016 direct written premium data as reported by the National Association of Insurance Commissioners. We also rank 75th on the Fortune 100 list of largest corporations in the U.S. based on 2016 revenue. As of December 31, 2016, we had $38.3 billion in annual consolidated revenue.

We employ more than 50,000 people in over 800 offices throughout the world. We offer a wide range of insurance products and services, including personal automobile, homeowners, commercial automobile, general liability, property, surety, workers compensation, specialty lines, and reinsurance. You can learn more about us by visiting www.libertymutualinsurance.com.

About Protective

Protective Life Corporation provides financial services through the production, distribution and administration of insurance and investment products throughout the U.S. The flagship subsidiary, Protective Life Insurance Company, was founded in 1907. Protective’s home office is located in Birmingham, Alabama. As of December 31, 2016 the Company had assets of approximately $75.0 billion. Protective Life Corporation is a wholly owned subsidiary of Dai-ichi Life Holdings, Inc. (TSE:8750, “Dai-ichi”)

For more information on Protective, please visit www.Protective.com.

[1] Source: LIMRA, based on in-force master contracts, certificates, total premiums collected as of Dec. 31, 2016, and annualized premiums.

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this news announcement that are not historical facts, including statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook” or words of similar meanings. These statements are based on the Company’s current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. Numerous factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that expected benefits associated with the proposed transaction may not be realized as expected, or at all; the proposed transaction not being timely completed, if completed at all, including risks relating to the timing, receipt and terms and conditions of any required governmental or regulatory approvals for the proposed transaction; prior to the completion of the proposed transaction, the Company’s or Liberty’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to establish or maintain relationships with employees, suppliers, customers and other business partners or governmental entities; the parties being unable to successfully implement integration strategies or to achieve anticipated synergies and operational efficiencies related to the proposed transaction within the expected time frames or at all; the failure to realize the expected benefits from the Company’s business process initiatives, including its strategic digitization initiative; the risks, challenges and uncertainties associated with the Company’s capital management plan, expense reduction initiatives and other action which may include acquisitions, divestitures or restructurings; uncertainties surrounding domestic and global economic conditions; the impact of recently enacted U.S. tax reform legislation; and other factors that are described in the Company’s filings on forms 8-K, 10-Q, and 10-K with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statements contained in this news announcement as a result of new information, future events or otherwise.

###

Investor Relations Contacts:

Lincoln Financial Group

Chris Giovanni    

484-583-1793

investorrelations@lfg.com

Liberty Mutual Insurance

Edward Peña

857-224-6655

Edward.Pena01@libertymutual.com

Media Contacts:

Lincoln Financial Group

Holly Fair    

484-583-1632    

holly.fair@lfg.com    

Scott Sloat

484-583-1625

Scott.sloat@lfg.com     

Liberty Mutual Insurance

John Cusolito

617-574-5512

John.Cusolito@Libertymutual.com

Rich Angevine

617-833-0926

Richard.Angevine@Libertymutual.com

Protective Life Corporations

Brittnie Bordonaro

Corporate Communications

205-268-8611

Brittnie.bordonaro@protective.com

EX-99.2

Lincoln to Acquire Liberty mutual group benefits business January 19, 2018 Contact Information 484-583-1793 Christopher.Giovanni@LFG.com Exhibit 99.2

This presentation contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this news announcement that are not historical facts, including statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook” or words of similar meanings. These statements are based on the Company’s current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. Numerous factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that expected benefits associated with the proposed transaction may not be realized as expected, or at all; the proposed transaction not being timely completed, if completed at all, including risks relating to the timing, receipt and terms and conditions of any required governmental or regulatory approvals for the proposed transaction; prior to the completion of the proposed transaction, the Company’s or Liberty’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to establish or maintain relationships with employees, suppliers, customers and other business partners or governmental entities; the parties being unable to successfully implement integration strategies or to achieve anticipated synergies and operational efficiencies related to the proposed transaction within the expected time frames or at all; the failure to realize the expected benefits from the Company’s business process initiatives, including its strategic digitization initiative; the risks, challenges and uncertainties associated with the Company’s capital management plan, expense reduction initiatives and other action which may include acquisitions, divestitures or restructurings; uncertainties surrounding domestic and global economic conditions; the impact of recently enacted U.S. tax reform legislation; and other factors that are described in the Company’s filings on forms 8-K, 10-Q, and 10-K with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or otherwise. Forward Looking Statements – Cautionary Language

Overview of Liberty mutual group benefits Acquisition 1 Total net investment includes purchase price for Liberty Mutual Group Benefits business and required capital. Strategic benefits for Group Protection • Significantly increases scale of Group business • Expand into large-case market and national brokers • Opportunity to increase employee-paid sales • Leading claims and absence management capabilities Strategic benefits for the enterprise • EPS and ROE accretion • Increases mortality and morbidity sources of earnings • Will hold Top 5 market position in most businesses $1.446B total net investment1 Premium of ~$2B and margins of 5-7% when fully integrated Funding sources $946M in cash $500M in new debt

Strategic rationale for acquisition Group Protection Significantly increases scale of Group Protection business Top 3 group benefits provider; largest seller of disability insurance Nearly double in-force market share1 Comprehensive product offering across all customer sizes Further expand into large-case market; complements current model Premiums balanced across all case sizes Opportunity to accelerate growth in employee-paid sales Leading claims and absence management capabilities Industry-leading disability claims management2 Significant increase in absence management covered lives Increases presence within large national brokers Nearly 1/3 of premium from the top 4 national brokers Enterprise Expected to be accretive to EPS and ROE3 Expect accretion beginning in 2019 Increases mortality and morbidity sources of earnings Group Protection operating earnings expected to more than double vs. trailing 12 months4 In line with objective of increasing mortality and morbidity sources of earnings Top 5 market position in Annuities, Life and Group 1 Source: LIMRA, based on total premiums collected as of 12/31/16. 2 Liberty Mutual ranked best with LTD outcomes 23% better than the average of the 10 companies studied in 2015 US LTD Claims Management Performance Benchmark Study from Claim Analytics and Munich Re. 3 Excludes integration costs. 4 Based on projected earnings in 2020.

Group insurance provides attractive growth profile Mid-single digit industry growth 5% CAGR in sales 4% CAGR in premiums Upside with current economic environment Fast-growing employee-paid market Employee-paid sales growth ~2X overall market Disability penetration rates to improve further LTD and STD rates up 3% points in past decade2 Growth to continue; disability under-insured risk Strong profitability and risk characteristics Industry pre-tax margin of 9.5% over past decade Lower capital, short-term guarantee business Less correlated with interest rates and equity markets than other businesses; minimal cyclicality Natural growth as economy expands Consistently strong profitability 1 Source: LIMRA. 2 Department of Labor, Bureau of Labor Statistics. 3 Industry averages include AET, AIZ, CI, HIG, LNC, MET, PFG, PRU, SFG, SLF, UNM and VOYA. SFG results through 2015. SLF and VOYA results since 2011. Does not include group medical coverage. YTD17 refers to cumulative data for the first three quarters of 2017. Steady industry growth1 Sales 5% CAGR Premiums 4% CAGR +1 standard deviation Average | 9.5% -1 standard deviation

Top 10 group benefits provider $1.7B of premiums and ~$300M of sales in 20171 2/3 of premium is disability insurance1 Focus on large-case market More than 2/3 of premium from > 5K lives Leading disability claims and absence management capabilities Best-in-class clinical model focused on recovery and return to work 2+ million absence management covered lives Strong growth profile1 18% CAGR in premiums since 2014 10% CAGR in premiums from 2010 to 2014 Recent earnings performance pressured Margins pressured recently given rapid growth Pricing remediation started in 2017; will continue Liberty mutual group Benefits business overview Premiums by product1 Premiums by employer size1 1 Company data estimated for 2017. Short-term and long-term disability abbreviated as STD and LTD, respectively. Employer size based on number of employees.

Significantly Increases Scale in Group Insurance Top 3 group benefits provider #7 #3 Premium nearly doubles #9 #6 Increases group benefits market position1 Sales rank increases to #3 from #7 Will become #1 seller of group disability insurance; market share of 14.1% vs. 7.2% Premium nearly doubles to 7.4% from 3.8% Ability to spread fixed costs over larger book of business Supports investments in technology to develop competitive advantages Results in increased ability to sustain top-line growth while achieving target margins Creates significant operating synergies Run-rate synergies estimated at $100M pre-tax Full synergies expected to be realized in 2020 Integration costs estimated at $150M pre-tax 1 Source: LIMRA, based on total premiums collected as of 12/31/16. Sales rank and market share1 Premium rank and market share1

Comprehensive product offering across all case sizes 1 Company data estimated for 2017. Lincoln Liberty Balanced premium profile Premiums: $2.0B1 Premiums: $1.7B1 Lincoln pro-forma premiums: $3.7B1 Complementary models; limited sales overlap Further expand into large-case market Premiums balanced across all case sizes Cross-sell life to Liberty’s large disability block Comprehensive group benefits offering Full suite of products including employer and employee-paid Access to 10M insureds, up from ~4M, expands potential for employee-paid and voluntary sales Superior distribution management Leverage Lincoln’s strength in small-mid market with Liberty’s expertise in large-cases Well defined integration plans No ties to other employee benefit lines of business (i.e. medical and retirement) reduces execution risk Case sizes pre-acquisition

Significant increase in covered lives Strengthens Capabilities and Competitive Position Strong absence management capabilities Significant expansion into large brokers % of premium from top 4 national brokers All other ▪▪ ▪▪ Broad distribution reach to brokers ~1/3 of premiums expected to come from top 4 national brokers vs. 8% currently Enhanced customer capabilities Improved self-service web and mobile features Advanced employer reporting Ability to leverage disability claims management expertise Best-in-class clinical model focused on recovery and return to work Comprehensive disability case management tailored to the individual Addition of market-leading absence management capabilities Ability to provide this value-added service

Proven ability to restore profitability Significant opportunity to improve margins Lincoln after-tax margin shown on GAAP basis; Liberty after-tax margin shown on statutory basis. Results have been adjusted to reflect a $5M after-tax gain for a favorable disability reserve refinement in 2016 and a $3M after-tax gain related to the recapture of previously reinsured business in 2017. Lincoln results through 9/30/17; Liberty results for FY17 forecasted by Liberty management. Excludes integration costs. At closing margin reflects YTD17 results for Lincoln and Liberty. Lincoln has strong track record of improving margins Continue repricing remediation that Liberty began in 2017 Develop $100M, pre-tax, of cost savings Margin expansion over two 3-year rate cycles Expect modest premium growth during repricing Track record of restoring margins through pricing actions and claims management Improved more than 4% points in three years Demonstrated ability to balance impact on sales, persistency and premiums during repricing What we did What we are going to do 5-7% target margin

Components of acquisition and purchase price Lincoln to acquire LLAC from Liberty Mutual Will retain Group Benefits business Will reinsure individual life and annuity business to Protective Life Includes $13B of traditional life and annuity liabilities Backed by assets held in trust on Lincoln’s behalf Will use short-term borrowings for excess capital and tax benefits Funding for $1.446B Group Benefits total net investment includes cash and debt issuance $500M from incremental debt capacity $571M from excess capital $375M from reduction in share repurchases $250M remaining as of 12/31/17 Transaction overview 1 Liberty Life Assurance Company of Boston is abbreviated as LLAC. Total purchase price for LLAC1 Protective ceding commission Excess capital in LLAC Payment for Lincoln tax benefits $1.446B total net investment for Group Benefits business: Purchase price ($1,021M) Required capital ($425M)

Key financial metrics remain strong Leverage ratio ~25% Coverage ratio > 5X RBC ~460% Holding company cash > $450 million Pro-forma financial metrics expected to remain within Lincoln and rating agency targets1 1 Pro-forma metrics exclude impacts from tax reform.

Highly strategic and financially compelling transaction Highly strategic Significantly increases scale of group business Top 3 based on total group life and disability sales1 Complements current model Expand into large-case market and national brokers; opportunity to accelerate growth in employee-paid sales Now a market leader in nearly all our businesses Top 5 in Annuities, Life Insurance and Group Protection1 Diversifies earnings Expect Group Protection earnings to more than double; increases mortality and morbidity sources of earnings1 Financially compelling Accretive to EPS and ROE Expect accretion beginning in 2019 Meaningful operating synergies Anticipate run-rate synergies of $100M pre-tax Modest impact on buyback program Expect to resume share repurchases no later than 3Q18 Maintain financial strength All financial metrics remain within Lincoln and rating agency targets 1 Pro-forma estimates.