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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549  

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

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)

(484) 583-1400  

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_____________________________________________________________________________________________________

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock

LNC

New York Stock Exchange

Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D

LNC PRD

New York Stock Exchange

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 Exchange Act).

Yes ☐   No  ☒  

As of April 29, 2024, there were 170,026,818 shares of the registrant’s common stock outstanding.

—————————————————————————————————————————————————————

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Table of Contents

Lincoln National Corporation

 

Table of Contents

						Page
PART I
Item 1.			Financial Statements:
			Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023			1
			Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three months
			ended March 31, 2024 and 2023			2
			Unaudited Consolidated Statements of Stockholders’ Equity for the three months
			ended March 31, 2024 and 2023			3
			Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023			4
			Notes to Unaudited Consolidated Financial Statements:
			Note 1 – Nature of Operations and Basis of Presentation			5
			Note 2 – New Accounting Standards			6
			Note 3 – Investments			7
			Note 4 – Variable Interest Entities			16
			Note 5 – Derivatives			17
			Note 6 – DAC, VOBA, DSI and DFEL			26
			Note 7 – Reinsurance			29
			Note 8 – MRBs			29
			Note 9 – Separate Accounts			31
			Note 10 – Policyholder Account Balances			32
			Note 11 – Future Contract Benefits			36
			Note 12 – Debt			41
			Note 13 – Fair Value of Financial Instruments			42
			Note 14 – Contingencies and Commitments			54
			Note 15 – Shares and Stockholders’ Equity			58
			Note 16 – Segment Information			61
			Note 17 – Realized Gain (Loss)			64
			Note 18 – Federal Income Taxes			64
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			65
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			112
Item 4.			Controls and Procedures			112
PART II
Item 1.			Legal Proceedings			112
Item1A.			Risk Factors			113
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			113
Item 5.			Other Information			113
Item 6.			Exhibits			113
			Exhibit Index for the Report on Form 10-Q			114
			Signatures			115

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Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LINCOLN NATIONAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

			As of						As of
			March 31,						December 31,
			2024						2023
			(Unaudited)
ASSETS
Investments:
Fixed maturity available-for-sale securities, at fair value
(amortized cost: 2024 - $97,546; 2023 - $97,433; allowance for credit losses: 2024 - $21; 2023 - $19)			$	87,764					$	88,738
Trading securities			2,227						2,359
Equity securities			319						306
Mortgage loans on real estate, net of allowance for credit losses
(portion at fair value: 2024 - $289; 2023 - $288)			19,266						18,963
Policy loans			2,476						2,476
Derivative investments			8,394						6,474
Other investments			5,256						5,015
Total investments			125,702						124,331
Cash and invested cash			4,122						3,365
Deferred acquisition costs, value of business acquired and deferred sales inducements			12,405						12,397
Reinsurance recoverables, net of allowance for credit losses			29,461						29,843
Deposit assets, net of allowance for credit losses			28,904						28,789
Market risk benefit assets			4,878						3,894
Accrued investment income			1,127						1,082
Goodwill			1,144						1,144
Other assets			9,413						9,311
Separate account assets			166,225						158,257
Total assets			$	383,381					$	372,413
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Policyholder account balances			$	122,300					$	120,737
Future contract benefits			38,848						39,864
Funds withheld reinsurance liabilities			17,486						17,641
Market risk benefit liabilities			1,266						1,716
Deferred front-end loads			6,099						5,901
Payables for collateral on investments			10,117						8,105
Short-term debt			503						250
Long-term debt			5,726						5,699
Other liabilities			7,265						7,350
Separate account liabilities			166,225						158,257
Total liabilities			375,835						365,520
Contingencies and Commitments (See Note 14)
Stockholders’ Equity
Preferred stock – 10,000,000 shares authorized:
Series C preferred stock – 20,000 shares authorized, issued and outstanding
as of March 31, 2024, and December 31, 2023			493						493
Series D preferred stock – 20,000 shares authorized, issued and outstanding
as of March 31, 2024, and December 31, 2023			493						493
Common stock – 800,000,000 shares authorized; 170,016,887 and 169,666,137 shares
issued and outstanding as of March 31, 2024, and December 31, 2023, respectively			4,624						4,605
Retained earnings			5,887						4,778
Accumulated other comprehensive income (loss)			(3,951)						(3,476)
Total stockholders’ equity			7,546						6,893
Total liabilities and stockholders’ equity			$	383,381					$	372,413

See accompanying Notes to Consolidated Financial Statements

1

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Table of Contents

LINCOLN NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in millions, except per share data)

												For the Three Months Ended March 31,
																					2024						2023
Revenues
Insurance premiums																					$	1,601					$	1,579
Fee income																					1,324						1,379
Net investment income																					1,346						1,466
Realized gain (loss)																					(434)						(828)
Amortization of deferred gain (loss) on business sold through reinsurance																					(12)						9
Other revenues																					291						209
Total revenues																					4,116						3,814
Expenses
Benefits																					2,003						2,291
Interest credited																					822						785
Market risk benefit (gain) loss																					(1,907)						619
Policyholder liability remeasurement (gain) loss																					(12)						(118)
Commissions and other expenses																					1,601						1,324
Interest and debt expense																					81						83
Total expenses																					2,588						4,984
Income (loss) before taxes																					1,528						(1,170)
Federal income tax expense (benefit)																					306						(289)
Net income (loss)																					1,222						(881)
Other comprehensive income (loss), net of tax:
Unrealized investment gain (loss)																					(127)						1,774
Market risk benefit non-performance risk gain (loss)																					(464)						1,025
Policyholder liability discount rate remeasurement gain (loss)																					116						(202)
Foreign currency translation adjustment																					(1)						3
Funded status of employee benefit plans																					1						(2)
Total other comprehensive income (loss), net of tax																					(475)						2,598
Comprehensive income (loss)																					$	747					$	1,717
Net Income (Loss) Available to Common Stockholders
Net income (loss)																					$	1,222					$	(881)
Preferred stock dividends declared																					(34)						(25)
Deferred units of LNC stock in our deferred compensation plans																					3						(3)
Net income (loss) available to common stockholders																					$	1,191					$	(909)
Net Income (Loss) Per Common Share
Basic																					$	6.98					$	(5.35)
Diluted																					6.93						(5.37)
Cash Dividends Declared Per Preferred Share
Series C preferred stock																					$	1,156.25					$	635.94
Series D preferred stock																					562.50						618.75
Cash Dividends Declared Per Common Share																					$	0.45					$	0.45

See accompanying Notes to Consolidated Financial Statements

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LINCOLN NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in millions)

									For the Three Months Ended March 31,
															2024						2023
Preferred Stock
Balance as of beginning-of-year															$	986					$	986
Balance as of end-of-period															986						986
Common Stock
Balance as of beginning-of-year															4,605						4,544
Stock compensation/issued for benefit plans															19						16
Balance as of end-of-period															4,624						4,560
Retained Earnings
Balance as of beginning-of-year															4,778						5,924
Net income (loss)															1,222						(881)
Preferred stock dividends declared															(34)						(25)
Common stock dividends declared															(79)						(78)
Balance as of end-of-period															5,887						4,940
Accumulated Other Comprehensive Income (Loss)
Balance as of beginning-of-year															(3,476)						(6,352)
Other comprehensive income (loss), net of tax															(475)						2,598
Balance as of end-of-period															(3,951)						(3,754)
Total stockholders’ equity as of end-of-period															$	7,546					$	6,732

See accompanying Notes to Consolidated Financial Statements

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LINCOLN NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

			For the Three Months Ended March 31,
			2024						2023
Cash Flows from Operating Activities
Net income (loss)			$	1,222					$	(881)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Realized (gain) loss			434						828
Market risk benefit (gain) loss			(1,907)						619
Sales and maturities (purchases) of trading securities, net			129						290
Amortization of deferred gain (loss) on business sold through reinsurance			12						(9)
Change in:
Deferred acquisition costs, value of business acquired, deferred sales inducements
and deferred front-end loads			190						156
Accrued investment income			(32)						4
Insurance liabilities and reinsurance-related balances			(1,047)						(1,322)
Accrued expenses			(41)						(143)
Federal income tax accruals			306						(289)
Other			(609)						(27)
Net cash provided by (used in) operating activities			(1,343)						(774)
Cash Flows from Investing Activities
Purchases of available-for-sale securities and equity securities			(2,360)						(2,999)
Sales of available-for-sale securities and equity securities			677						1,739
Maturities of available-for-sale securities			1,694						1,440
Purchases of alternative investments			(315)						(170)
Sales and repayments of alternative investments			16						22
Issuance of mortgage loans on real estate			(571)						(269)
Repayment and maturities of mortgage loans on real estate			267						183
Repayment (issuance) of policy loans, net			(1)						(27)
Net change in collateral on investments, certain derivatives and related settlements			2,232						(184)
Other			–						(60)
Net cash provided by (used in) investing activities			1,639						(325)
Cash Flows from Financing Activities
Payment of long-term debt, including current maturities			(47)						–
Issuance of long-term debt, net of issuance costs			347						–
Payment related to sale-leaseback transactions			(4)						(5)
Payment related to certain financing arrangements			(16)						(10)
Deposits of fixed account balances			3,602						4,192
Withdrawals of fixed account balances			(3,215)						(2,570)
Transfers from (to) separate accounts, net			(90)						21
Common stock issued for benefit plans			(5)						(4)
Dividends paid to preferred stockholders			(34)						(25)
Dividends paid to common stockholders			(77)						(77)
Net cash provided by (used in) financing activities			461						1,522
Net increase (decrease) in cash, invested cash and restricted cash			757						423
Cash, invested cash and restricted cash as of beginning-of-year			3,365						3,343
Cash, invested cash and restricted cash as of end-of-period			$	4,122					$	3,766

See accompanying Notes to Consolidated Financial Statements

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LINCOLN NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Operations and Basis of Presentation

Nature of Operations

Lincoln National Corporation and its subsidiaries (“LNC” or the “Company,” which also may be referred to as “we,” “our” or “us”) operate multiple insurance businesses through four business segments: Annuities, Life Insurance, Group Protection and Retirement Plan Services. In addition, we include financial data for operations that are not directly related to our business segments in Other Operations. The collective group of businesses uses “Lincoln Financial Group” as its marketing identity. Through our business segments, we sell a wide range of wealth accumulation, wealth protection, group protection and retirement income products and solutions. These products primarily include variable annuities, fixed annuities (including indexed), registered index-linked annuities (“RILA”), universal life insurance (“UL”), variable universal life insurance (“VUL”), linked-benefit UL and VUL, indexed universal life insurance (“IUL”), term life insurance, group life, disability and dental and employer-sponsored retirement plans and services. For more information on our segments and the products and solutions we provide, see Note 16.

Basis of Presentation

The accompanying unaudited consolidated financial statements are prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for the Securities and Exchange Commission (“SEC”) Quarterly Report on Form 10-Q, including Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The information contained in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”), should be read in connection with the reading of these interim unaudited consolidated financial statements.

Certain GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized in our 2023 Form 10-K.

In the opinion of management, these statements include all normal recurring adjustments necessary for a fair presentation of the Company’s results. Interim results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. All material inter-company accounts and transactions have been eliminated in consolidation.

Certain amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the presentation adopted in the current period.

We present disaggregated disclosures in the Notes below for long-duration insurance balances, applying the level of aggregation by reportable segment as follows:

Reportable Segment			Level of Aggregation
Annuities			Variable Annuities
			Fixed Annuities
			Payout Annuities
Life Insurance			Traditional Life
			UL and Other
Group Protection			Group Protection
Retirement Plan Services			Retirement Plan Services

The variable annuities level of aggregation includes RILA products, which are indexed variable annuities. The fixed annuities level of aggregation represents deferred fixed annuities. We have excluded amounts reported in Other Operations from our disaggregated disclosures that are attributable to the indemnity reinsurance agreements with Protective Life Insurance Company (“Protective”) and Swiss Re Life & Health America, Inc (“Swiss Re”) as these contracts are fully reinsured, run-off institutional pension business in the form of group annuity and the results of certain disability income business and are not reflected in the results of the reportable segments listed above.

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Sale of Wealth Management Business

On December 14, 2023, we announced that we had entered into a Stock Purchase Agreement with Osaic Holdings, Inc., a Delaware corporation (“Osaic”), pursuant to which Osaic agreed to acquire all of the ownership interests in the subsidiaries of the Company that comprise the Company’s wealth management business, which include Lincoln Financial Securities Corporation and Lincoln Financial Advisors Corporation. The transaction is expected to close in the first half of 2024, subject to customary closing conditions.

As of March 31, 2024, we had assets of $155 million and liabilities of $81 million classified as held-for-sale and reported within other assets and other liabilities, respectively, on our Consolidated Balance Sheets. As of December 31, 2023, we had assets of $131 million and liabilities of $60 million classified as held-for-sale and reported within other assets and other liabilities, respectively, on our Consolidated Balance Sheets. Assets considered held-for-sale do not include $71 million of cash and invested cash held by our wealth management business subsidiaries as of March 31, 2024. The assets are reported primarily within Other Operations in Note 16.

2. New Accounting Standards

Adoption of New Accounting Standards

In the current period, we did not adopt any new Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board that were material in presentation or amount.

Future Adoption of New Accounting Standards

The following table provides a description of future adoptions of new ASUs that may have an impact on our consolidated financial statements when adopted. ASUs not listed below were assessed and determined to be either not applicable or insignificant in presentation or amount.

Standard			Description			Effective Date			Effect on Financial Statements or Other Significant Matters
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures			This ASU aims to enhance reportable segment disclosure requirements. It requires that a public entity disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), disclose and describe other segment items and report additional measures of a segment’s profit or loss if used by the CODM.			January 1, 2024 (Annual Filings) and January 1, 2025 (Quarterly Filings)			We are evaluating the impact of this ASU to our consolidated financial statements.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures			This ASU establishes new income tax disclosure requirements, along with adjusting certain existing requirements. It specifically requires expanded and disaggregated disclosures around the tax rate reconciliation.			January 1, 2025			We are evaluating the impact of this ASU to our consolidated financial statements.

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3. Investments

Fixed Maturity AFS Securities

The amortized cost, gross unrealized gains and losses, allowance for credit losses and fair value of fixed maturity available-for-sale (“AFS”) securities (in millions) were as follows:

			As of March 31, 2024
			Amortized Cost						Gross Unrealized												Allowance for Credit Losses						Fair Value
									Gains						Losses
Fixed maturity AFS securities:
Corporate bonds			$	76,968					$	640					$	9,065					$	10					$	68,533
U.S. government bonds			422						4						35						–						391
State and municipal bonds			3,097						46						400						–						2,743
Foreign government bonds			304						12						53						–						263
RMBS			1,962						20						217						6						1,759
CMBS			1,658						4						178						–						1,484
ABS			12,903						71						621						4						12,349
Hybrid and redeemable preferred securities			232						23						12						1						242
Total fixed maturity AFS securities			$	97,546					$	820					$	10,581					$	21					$	87,764

			As of December 31, 2023
			Amortized Cost						Gross Unrealized												Allowance for Credit Losses						Fair Value
									Gains						Losses
Fixed maturity AFS securities:
Corporate bonds			$	77,085					$	852					$	8,272					$	8					$	69,657
U.S. government bonds			416						6						29						–						393
State and municipal bonds			3,106						101						417						–						2,790
Foreign government bonds			314						16						47						–						283
RMBS			1,948						28						197						6						1,773
CMBS			1,622						5						203						–						1,424
ABS			12,698						62						585						4						12,171
Hybrid and redeemable preferred securities			244						21						17						1						247
Total fixed maturity AFS securities			$	97,433					$	1,091					$	9,767					$	19					$	88,738

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities (in millions) as of March 31, 2024, were as follows:

			Amortized Cost						Fair Value
Due in one year or less			$	4,615					$	4,574
Due after one year through five years			17,551						16,871
Due after five years through ten years			14,424						13,180
Due after ten years			44,433						37,547
Subtotal			81,023						72,172
Structured securities (RMBS, CMBS, ABS)			16,523						15,592
Total fixed maturity AFS securities			$	97,546					$	87,764

Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations.

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The fair value and gross unrealized losses of fixed maturity AFS securities (dollars in millions) for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:

			As of March 31, 2024
			Less Than or Equal to Twelve Months												Greater Than Twelve Months												Total
			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses (1)
Fixed maturity AFS securities:
Corporate bonds			$	23,895					$	4,432					$	33,636					$	4,633					$	57,531					$	9,065
U.S. government bonds			102						9						188						26						290						35
State and municipal bonds			894						222						895						178						1,789						400
Foreign government bonds			107						30						66						23						173						53
RMBS			620						76						907						141						1,527						217
CMBS			677						70						621						108						1,298						178
ABS			1,998						91						6,118						530						8,116						621
Hybrid and redeemable preferred securities			18						3						102						9						120						12
Total fixed maturity AFS securities			$	28,311					$	4,933					$	42,533					$	5,648					$	70,844					$	10,581
Total number of fixed maturity AFS securities in an unrealized loss position																																	7,485

			As of December 31, 2023
			Less Than or Equal to Twelve Months												Greater Than Twelve Months												Total
			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses (1)
Fixed maturity AFS securities:
Corporate bonds			$	14,005					$	3,270					$	34,595					$	5,002					$	48,600					$	8,272
U.S. government bonds			65						6						195						23						260						29
State and municipal bonds			371						72						874						345						1,245						417
Foreign government bonds			111						31						57						16						168						47
RMBS			360						20						886						177						1,246						197
CMBS			583						56						589						147						1,172						203
ABS			1,900						68						7,217						517						9,117						585
Hybrid and redeemable preferred securities			32						3						95						14						127						17
Total fixed maturity AFS securities			$	17,427					$	3,526					$	44,508					$	6,241					$	61,935					$	9,767
Total number of fixed maturity AFS securities in an unrealized loss position																																	7,605

(1) As of March 31, 2024, and December 31, 2023, we recognized $12 million and $8 million of gross unrealized losses, respectively, in other comprehensive income (loss) (“OCI”) for fixed maturity AFS securities for which an allowance for credit losses has been recorded.

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The fair value, gross unrealized losses (in millions) and number of fixed maturity AFS securities where the fair value had declined and remained below amortized cost by greater than 20% were as follows:

			As of March 31, 2024
			Fair Value						Gross Unrealized Losses						Number of Securities (1)
Less than six months			$	3,759					$	1,318					697
Six months or greater, but less than nine months			423						158						131
Nine months or greater, but less than twelve months			275						86						68
Twelve months or greater			3,709						1,517						740
Total			$	8,166					$	3,079					1,636

			As of December 31, 2023
			Fair Value						Gross Unrealized Losses						Number of Securities (1)
Less than six months			$	2,492					$	927					533
Six months or greater, but less than nine months			343						96						79
Nine months or greater, but less than twelve months			336						109						90
Twelve months or greater			4,094						2,922						997
Total			$	7,265					$	4,054					1,699

(1) We may reflect a security in more than one aging category based on various purchase dates.

Our gross unrealized losses on fixed maturity AFS securities increased by $814 million for the three months ended March 31, 2024. As discussed further below, we do not believe the unrealized loss position as of March 31, 2024, required an impairment recognized in earnings 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 difference in the fair value compared to the amortized cost was due to factors other than credit loss. Based upon this evaluation as of March 31, 2024, management believes we have the ability to generate adequate amounts of cash from our normal operations (e.g., insurance premiums, fee income and investment income) to meet cash requirements with a prudent margin of safety without requiring the sale of our impaired securities.

As of March 31, 2024, the unrealized losses associated with our corporate bond, U.S. government bond, state and municipal bond and foreign government bond securities were attributable primarily to rising interest rates and widening credit spreads 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 of each impaired security.

 

Credit ratings express opinions about the credit quality of a security. Securities rated investment grade (those rated BBB- or higher by S&P Global Ratings (“S&P”) 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 March 31, 2024, and December 31, 2023, 96% of the fair value of our corporate bond portfolio was rated investment grade. As of March 31, 2024, and December 31, 2023, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of $2.8 billion and $3.0 billion, respectively, and a fair value of $2.7 billion and $2.8 billion, respectively. Based upon the analysis discussed above, we believe that as of March 31, 2024, and December 31, 2023, we would have recovered the amortized cost of each corporate bond.

As of March 31, 2024, the unrealized losses associated with our mortgage-backed securities (“MBS”) and asset-backed securities (“ABS”) were attributable primarily to rising interest rates and widening credit spreads 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 impaired security.

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As of March 31, 2024, 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 impaired security.

Credit Loss Impairment on Fixed Maturity AFS Securities

We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require an allowance for credit losses. Changes in the allowance for credit losses on fixed maturity AFS securities (in millions), aggregated by investment category, were as follows:

			For the Three Months Ended March 31, 2024
			Corporate Bonds						RMBS						Other						Total
Balance as of beginning-of-year			$	8					$	6					$	5					$	19
Additions from purchases of PCD debt securities (1)			–						–						–						–
Additions for securities for which credit losses were not
previously recognized			1						–						–						1
Additions (reductions) for securities for which credit losses
were previously recognized			2						–						–						2
Reductions for disposed securities			(1)						–						–						(1)
Balance as of end-of-period (2)			$	10					$	6					$	5					$	21

			For the Three Months Ended March 31, 2023
			Corporate Bonds						RMBS						Other						Total
Balance as of beginning-of-year			$	9					$	7					$	6					$	22
Additions from purchases of PCD debt securities (1)			–						–						–						–
Additions for securities for which credit losses were not
previously recognized			19						–						–						19
Additions (reductions) for securities for which credit losses
were previously recognized			–						(1)						–						(1)
Reductions for disposed securities			(1)						–						–						(1)
Balance as of end-of-period (2)			$	27					$	6					$	6					$	39

(1) Represents purchased credit-deteriorated (“PCD”) fixed maturity AFS securities.

(2) As of March 31, 2024 and 2023, accrued investment income on fixed maturity AFS securities totaled $943 million and $1.1 billion, respectively, and was excluded from the estimate of credit losses.

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Mortgage Loans on Real Estate

The following provides the current and past due composition of our mortgage loans on real estate (in millions):

			As of March 31, 2024																		As of December 31, 2023
			Commercial						Residential						Total						Commercial						Residential						Total
Current			$	17,372					$	1,833					$	19,205					$	17,256					$	1,665					$	18,921
30 to 59 days past due			4						37						41						61						28						89
60 to 89 days past due			2						10						12						–						9						9
90 or more days past due			60						59						119						–						60						60
Allowance for credit losses			(84)						(31)						(115)						(86)						(28)						(114)
Unamortized premium (discount)			(7)						48						41						(7)						43						36
Mark-to-market gains (losses) (1)			(38)						1						(37)						(37)						(1)						(38)
Total carrying value			$	17,309					$	1,957					$	19,266					$	17,187					$	1,776					$	18,963

(1) Represents the mark-to-market on certain mortgage loans on real estate for which we have elected the fair value option. See Note 13 for additional information.

Our commercial mortgage loan portfolio had the largest concentrations in California, which accounted for 26% and 27% of commercial mortgage loans on real estate as of March 31, 2024, and December 31, 2023, respectively, and Texas, which accounted for 10% and 9% of commercial mortgage loans on real estate as of March 31, 2024, and December 31, 2023, respectively.

As of March 31, 2024, and December 31, 2023, our residential mortgage loan portfolio had the largest concentrations in California and New York, which accounted for 14% and 12% of residential mortgage loans on real estate, respectively.

As of March 31, 2024, and December 31, 2023, we had 118 and 116 residential mortgage loans, respectively, that were either delinquent or in foreclosure. As of March 31, 2024, and December 31, 2023, we had 82 residential mortgage loans in foreclosure, with an aggregate carrying value of $35 million and $38 million, respectively.

There were no losses from loan modifications for the three months ended March 31, 2024 and 2023, that were reported in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

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The amortized cost of mortgage loans on real estate on nonaccrual status (in millions) was as follows:

			As of March 31, 2024												As of December 31, 2023
			Nonaccrual with no Allowance for Credit Losses						Nonaccrual						Nonaccrual with no Allowance for Credit Losses						Nonaccrual
Commercial mortgage loans on real estate			$	60					$	–					$	–					$	–
Residential mortgage loans on real estate			–						61						–						62
Total			$	60					$	61					$	–					$	62

We use loan-to-value and debt-service coverage ratios as credit quality indicators for our commercial mortgage loans on real estate. The amortized cost of commercial mortgage loans on real estate (dollars in millions) by year of origination and credit quality indicator was as follows:

			As of March 31, 2024
			Less than 65%						Debt-Service Coverage Ratio						65% to 75%						Debt-Service Coverage Ratio						Greater than 75%						Debt-Service Coverage Ratio						Total
Origination Year
2024			$	333					2.64						$	18					1.31						$	–					–						$	351
2023			1,373						1.90						50						1.35						–						–						1,423
2022			1,735						2.05						104						1.59						5						1.33						1,844
2021			2,335						3.34						53						1.54						–						–						2,388
2020			1,190						3.22						6						1.43						–						–						1,196
2019 and prior			10,079						2.57						142						1.59						8						1.30						10,229
Total			$	17,045											$	373											$	13											$	17,431

			As of December 31, 2023
			Less than 65%						Debt-Service Coverage Ratio						65% to 75%						Debt-Service Coverage Ratio						Greater than 75%						Debt-Service Coverage Ratio						Total
Origination Year
2023			$	1,368					1.90						$	54					1.38						$	–					–						$	1,422
2022			1,710						2.06						140						1.54						–						–						1,850
2021			2,335						3.34						61						1.55						–						–						2,396
2020			1,214						3.24						11						1.38						–						–						1,225
2019			2,446						2.40						80						1.56						10						2.33						2,536
2018 and prior			7,789						2.39						78						1.60						14						0.87						7,881
Total			$	16,862											$	424											$	24											$	17,310

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We use loan performance status as the primary credit quality indicator for our residential mortgage loans on real estate. The amortized cost of residential mortgage loans on real estate (in millions) by year of origination and credit quality indicator was as follows:

			As of March 31, 2024
			Performing						Nonperforming						Total
Origination Year
2024			$	54					$	–					$	54
2023			665						5						670
2022			525						23						548
2021			459						16						475
2020			76						2						78
2019 and prior			147						15						162
Total			$	1,926					$	61					$	1,987

			As of December 31, 2023
			Performing						Nonperforming						Total
Origination Year
2023			$	515					$	2					$	517
2022			533						22						555
2021			465						18						483
2020			78						3						81
2019			99						13						112
2018 and prior			53						4						57
Total			$	1,743					$	62					$	1,805

Credit Losses on Mortgage Loans on Real Estate

In connection with our recognition of an allowance for credit losses for mortgage loans on real estate, we perform a quantitative analysis using a probability of default/loss given default/exposure at default approach to estimate expected credit losses in our mortgage loan portfolio as well as unfunded commitments related to commercial mortgage loans, exclusive of certain mortgage loans held at fair value.

Changes in the allowance for credit losses on mortgage loans on real estate (in millions) were as follows:

			For the Three Months Ended March 31, 2024
			Commercial						Residential						Total
Balance as of beginning-of-year			$	86					$	28					$	114
Additions (reductions) from provision for credit loss
expense (1)			(2)						3						1
Additions from purchases of PCD mortgage loans on
real estate			–						–						–
Balance as of end-of-period (2)			$	84					$	31					$	115

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			For the Three Months Ended March 31, 2023
			Commercial						Residential						Total
Balance as of beginning-of-year			$	84					$	15					$	99
Additions (reductions) from provision for credit loss
expense (1)			(1)						5						4
Additions from purchases of PCD mortgage loans on
real estate			–						–						–
Balance as of end-of-period (2)			$	83					$	20					$	103

(1) We recognized $1 million of credit loss benefit (expense) related to unfunded commitments for mortgage loans on real estate for the three months ended March 31, 2024. We did not recognize any credit loss benefit (expense) related to unfunded commitments for mortgage loans on real estate for the three months ended March 31, 2023.

(2) Accrued investment income on mortgage loans on real estate totaled $69 million and $52 million as of March 31, 2024 and 2023, respectively, and was excluded from the estimate of credit losses.

Alternative Investments 

As of March 31, 2024, and December 31, 2023, alternative investments included investments in 358 and 352 different partnerships, respectively, and represented approximately 3% of total investments.

Impairments on Fixed Maturity AFS Securities

Details underlying credit loss benefit (expense) incurred as a result of impairments that were recognized in net income (loss) and included in realized gain (loss) on fixed maturity AFS securities (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Credit Loss Benefit (Expense)
Fixed maturity AFS securities:
Corporate bonds			$	(2)					$	(18)
RMBS			–						1
Total credit loss benefit (expense)			$	(2)					$	(17)

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Payables for Collateral on Investments

The carrying value of the payables for collateral on investments included on the Consolidated Balance Sheets and the fair value of the related investments or collateral (in millions) consisted of the following:

			As of March 31, 2024												As of December 31, 2023
			Carrying Value						Fair Value						Carrying Value						Fair Value
Collateral payable for derivative investments (1)			$	6,934					$	6,934					$	5,250					$	5,250
Securities pledged under securities lending agreements (2)			283						274						205						197
Investments pledged for FHLBI (3)			2,900						4,032						2,650						3,603
Total payables for collateral on investments			$	10,117					$	11,240					$	8,105					$	9,050

(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 or fixed maturity AFS securities. This also includes interest payable on collateral. See Note 5 for additional information.

(2) Our pledged securities under securities lending agreements are included in fixed maturity AFS securities on the 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 investments for Federal Home Loan Bank (“FHLB”) of Indianapolis (“FHLBI”) are included in fixed maturity AFS securities and mortgage loans on real estate on the 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.

We have repurchase agreements through which we can obtain liquidity by pledging securities. 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. As of March 31, 2024, and December 31, 2023, we were not participating in any open repurchase agreements.

Increase (decrease) in payables for collateral on investments (in millions) consisted of the following:

			For the Three Months Ended March 31,
			2024						2023
Collateral payable for derivative investments			$	1,684					$	268
Securities pledged under securities lending agreements			78						(2)
Investments pledged for FHLBI			250						(175)
Total increase (decrease) in payables for collateral
on investments			$	2,012					$	91

We have elected not to offset our securities lending transactions in the consolidated financial statements. The remaining contractual maturities of securities lending transactions accounted for as secured borrowings (in millions) were as follows:

			As of March 31, 2024
			Overnight and Continuous						Up to 30 Days						30-90 Days						Greater Than 90 Days						Total
Securities Lending
Corporate bonds			$	276					$	–					$	–					$	–					$	276
Foreign government bonds			1						–						–						–						1
Equity securities			6						–						–						–						6
Total gross secured borrowings			$	283					$	–					$	–					$	–					$	283

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			As of December 31, 2023
			Overnight and Continuous						Up to 30 Days						30-90 Days						Greater Than 90 Days						Total
Securities Lending
Corporate bonds			$	202					$	–					$	–					$	–					$	202
Equity securities			3						–						–						–						3
Total gross secured borrowings			$	205					$	–					$	–					$	–					$	205

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 consolidated financial statements. In addition, we receive securities in connection with securities borrowing agreements that we are permitted to sell or re-pledge. As of March 31, 2024, the fair value of this collateral received that we are permitted to sell or re-pledge was $25 million, and we had not re-pledged any of this collateral to cover our collateral requirements.

We also accept collateral from derivative counterparties in the form of securities that we are permitted to sell or re-pledge. As of March 31, 2024, the fair value of this collateral received that we are permitted to sell or re-pledge was $1.7 billion, and we had re-pledged $527 million of this collateral to cover our collateral requirements.

We have also pledged fixed maturity AFS securities to derivative counterparties with a fair value of $52 million as of March 31, 2024.

Investment Commitments

As of March 31, 2024, our investment commitments were $3.8 billion, which included $2.9 billion of limited partnerships (“LPs”), $748 million of mortgage loans on real estate and $199 million of private placement securities.

Concentrations of Financial Instruments

As of March 31, 2024, and December 31, 2023, our most significant investments in one issuer were our investments in securities issued by the Federal National Mortgage Association with a fair value of $741 million and $739 million, respectively, or 1% of total investments, and our investments in securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $567 million and $570 million, respectively, or 1% of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

As of March 31, 2024, our most significant investments in one industry were our investments in securities in the consumer non-cyclical industry and financial services industry with a fair value of $13.7 billion and $13.5 billion, respectively, or 11% of total investments. As of December 31, 2023, our most significant investments in one industry were our investments in securities in the financial services industry and consumer non-cyclical industry with a fair value of $14.0 billion and $13.8 billion, respectively, or 11% of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

4. Variable Interest Entities

Consolidated VIEs

Asset information (dollars in millions) for the consolidated variable interest entities (“VIEs”) included on the Consolidated Balance Sheets was as follows:

			As of March 31, 2024																		As of December 31, 2023
			Number of Instruments						Notional Amounts						Carrying Value						Number of Instruments						Notional Amounts						Carrying Value
Assets
Total return swap			1						$	529					$	–					1						$	544					$	–

There were no gains or losses for consolidated VIEs recognized on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023.

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Unconsolidated VIEs

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 ABS, residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”). 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 the Consolidated Balance Sheets. For information about these structured securities, see Note 3.

Limited Partnerships and Limited Liability Companies

We invest in certain LPs and limited liability companies (“LLCs”) that we have concluded are VIEs. Our exposure to loss is limited to the capital we invest in the LPs and LLCs. 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 the Consolidated Balance Sheets and were $4.5 billion and $4.2 billion as of March 31, 2024, and December 31, 2023, respectively.

5. 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, commodity 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 13 for additional disclosures related to the fair value of our derivative instruments.

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 to hedge the interest rate exposure within our annuity and life insurance products.

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 annuity contracts and life insurance products. 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.

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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.

Bond Forwards and 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 bond forwards and 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 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.

We also 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.

Foreign Currency Forwards

We use foreign currency forwards to hedge foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies. A foreign currency forward is a contractual agreement to exchange one currency for another at specified dates in the future at a specified current 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® Index and Other Indices

We use call options to hedge the liability exposure on certain options in variable annuity, RILA, fixed indexed annuity, IUL and VUL products.

Our RILA, fixed 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 Index or other indices. Policyholders may elect to rebalance index options at renewal dates. At the end of each indexed term, which can be up to six years, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees. We use call options that are highly correlated to the portfolio allocation decisions of our policyholders, such that we are economically hedged with respect to equity returns for the current reset period.

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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, RILA and VUL products. Put options are contracts that require the buyers to pay 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, RILA and VUL 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.

Commodity Contracts

We use commodity contracts to economically hedge certain investments that are closely tied to the changes in commodity values. The commodity contract is an over-the-counter contract that combines a purchase put/sold call to lock in a commodity price within a predetermined range in exchange for a net premium.

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 (“CDSs”) to hedge the liability exposure on certain options in variable annuity products.

We buy CDSs to hedge against a drop in bond prices due to credit concerns of certain bond issuers. A CDS 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.

CDSs – Selling Protection

We use CDSs to hedge the liability exposure on certain options in variable annuity products.

We sell CDSs to offer credit protection to policyholders and investors. The CDSs hedge the policyholders and investors against a drop in bond prices due to credit concerns of certain bond issuers. A CDS 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.

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Embedded Derivatives

We have embedded derivatives that include:

RILA, Fixed Indexed Annuity and IUL Contracts Embedded Derivatives

Our RILA, fixed 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® Index or other indices. Policyholders may elect to rebalance index options at renewal dates. At the end of each indexed term, which can be up to six years, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees. We use options that are highly correlated to the portfolio allocation decisions of our policyholders, such that we are economically hedged with respect to equity returns for the current reset period.

Reinsurance-Related Embedded Derivatives

We have certain modified coinsurance and coinsurance with funds withheld reinsurance agreements 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 agreements.

Primary Risks Managed by Derivatives

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 March 31, 2024																		As of December 31, 2023
			Notional Amounts						Fair Value												Notional Amounts						Fair Value
									Asset						Liability												Asset						Liability
Qualifying Hedges
Cash flow hedges:
Interest rate contracts (1)			$	1,583					$	242					$	28					$	1,698					$	181					$	47
Foreign currency contracts (1)			4,722						467						60						4,662						423						78
Total cash flow hedges			6,305						709						88						6,360						604						125
Fair value hedges:
Interest rate contracts (1)			1,076						2						32						1,081						1						39
Foreign currency contracts (1)			25						–						–						25						–						1
Total fair value hedges			1,101						2						32						1,106						1						40
Non-Qualifying Hedges
Interest rate contracts (1)			72,592						771						1,027						90,829						636						979
Foreign currency contracts (1)			370						13						3						306						11						6
Equity market contracts (1)			231,313						13,816						5,953						225,626						10,244						4,227
Credit contracts (1)			39						–						–						91						–						–
Embedded derivatives:
Reinsurance-related (2)			–						–						355						–						–						552
RILA, fixed indexed annuity and IUL
contracts (3)			–						973						10,896						–						940						9,077
Total derivative instruments			$	311,720					$	16,284					$	18,354					$	324,318					$	12,436					$	15,006

(1) These asset and liability balances are presented on a gross basis. Amounts are reported in derivative investments and other liabilities on the Consolidated Balance Sheets after the evaluation for right of offset subject to master netting agreements.

(2) Reported in funds withheld reinsurance liabilities on the Consolidated Balance Sheets.

(3) Reported in policyholder account balances and deposit assets on the Consolidated Balance Sheets.

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The maturity of the notional amounts of derivative instruments (in millions) was as follows:

			Remaining Life as of March 31, 2024
			Less Than 1 Year						1 – 5 Years						6 - 10 Years						11 - 30 Years						Over 30 Years						Total
Interest rate contracts (1)			$	9,795					$	19,247					$	22,649					$	22,347					$	1,213					$	75,251
Foreign currency contracts (2)			356						1,007						1,725						1,987						42						5,117
Equity market contracts			186,027						34,228						7,262						8						3,788						231,313
Credit contracts			–						39						–						–						–						39
Total derivative instruments with
notional amounts			$	196,178					$	54,521					$	31,636					$	24,342					$	5,043					$	311,720

(1) As of March 31, 2024, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was April 20, 2067.

(2) As of March 31, 2024, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was June 16, 2061.

The following amounts (in millions) were recorded on the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges:

			Amortized Cost of the Hedged Assets / (Liabilities)												Cumulative Fair Value Hedging Adjustment Included in the Amortized Cost of the Hedged Assets / (Liabilities)
			As of March 31, 2024						As of December 31, 2023						As of March 31, 2024						As of December 31, 2023
Line Item in the Consolidated Balance Sheets in
which the Hedged Item is Included
Fixed maturity AFS securities, at fair value			$	510					$	534					$	21					$	39
Long-term debt (1)			(686)						(703)						189						172

(1) Includes $(322) million and $(326) million of unamortized adjustments from discontinued hedges as of March 31, 2024, and December 31, 2023, respectively.

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The change in our unrealized gain (loss) on derivative instruments within accumulated other comprehensive income (loss) (“AOCI”) (in millions) was as follows:

			For the Three Months Ended March 31,
			2024						2023
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year			$	375					$	388
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period:
Cash flow hedges:
Interest rate contracts			89						58
Foreign currency contracts			(25)						76
Change in foreign currency exchange rate adjustment			101						(67)
Income tax benefit (expense)			(35)						(15)
Less:
Reclassification adjustment for gains (losses)
included in net income (loss):
Cash flow hedges:
Foreign currency contracts (1)			15						14
Interest rate contracts (2)			9						6
Foreign currency contracts (3)			–						2
Income tax benefit (expense)			(5)						(5)
Balance as of end-of-period			$	486					$	423

(1) The OCI offset is reported within net investment income on the Consolidated Statements of Comprehensive Income (Loss).

(2) The OCI offset is reported within interest and debt expense on the Consolidated Statements of Comprehensive Income (Loss).

(3) The OCI offset is reported within realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

 

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The effects of qualifying and non-qualifying hedges (in millions) on the Consolidated Statements of Comprehensive Income (Loss) were as follows:

Gain (Loss) Recognized in Income For the Three Months Ended March 31,

2024

2023

Realized Gain (Loss)

Net Investment Income

Interest and Debt Expense

Realized Gain (Loss)

Net Investment Income

Interest and Debt Expense

Total Line Items in which the Effects of

Fair Value or Cash Flow Hedges are

Recorded

$

(434)

$

1,346

$

81

$

(828)

$

1,466

$

83

Qualifying Hedges

Gain or (loss) on fair value hedging

relationships:

Interest rate contracts:

Hedged items

–

(18)

17

–

16

(21)

Derivatives designated as hedging

instruments

–

18

(17)

–

(16)

21

Foreign currency contracts:

Hedged items

–

(1)

–

–

–

–

Derivatives designated as hedging

instruments

–

1

–

–

–

–

Gain or (loss) on cash flow hedging

relationships:

Interest rate contracts:

Amount of gain or (loss) reclassified

from AOCI into income

–

–

9

–

–

6

Foreign currency contracts:

Amount of gain or (loss) reclassified

from AOCI into income

–

15

–

2

14

–

Non-Qualifying Hedges

Interest rate contracts

(163)

–

–

332

–

–

Foreign currency contracts

–

–

–

(1)

–

–

Equity market contracts

2,134

–

–

(53)

–

–

Commodity contracts

–

–

–

11

–

–

Credit contracts

–

–

–

(1)

–

–

Embedded derivatives:

Reinsurance-related

197

–

–

(49)

–

–

RILA, fixed indexed annuity and IUL

contracts

(1,642)

–

–

(713)

–

–

As of March 31, 2024, $99 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 three months ended March 31, 2024 and 2023, 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.

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Information related to our CDSs for which we are the seller (dollars in millions) was as follows:

As of March 31, 2024

Credit Contract Type

Maturity

Reason for Entering

Name of Recourse

Credit Rating of Underlying Obligation (1)

Number of Instruments

Fair Value (2)

Maximum Potential Payout

Basket CDSs

12/20/2028

(3)

(4)

BBB+

1

$

1

$

39

(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)    Third-party valuation specialists are used to determine the market value of our CDSs.

(3)    CDSs 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.

As of December 31, 2023, we did not have any exposure related to CDSs for which we are the seller.

Details underlying the associated collateral of our CDSs for which we are the seller if credit risk-related contingent features were triggered (in millions) were as follows:

			As of March 31, 2024						As of December 31, 2023
Maximum potential payout			$	39					$	–
Less: Counterparty thresholds			–						–
Maximum collateral potentially required to post			$	39					$	–

Certain of our CDS 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, our counterparties would have been required to post $1 million of collateral as of March 31, 2024.

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 non-performance risk. The non-performance risk 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 March 31, 2024, the non-performance risk adjustment was zero. 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 nearly all ISDA agreements, our insurance subsidiaries have agreed to maintain certain financial strength 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 March 31, 2024, or December 31, 2023.

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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:

			As of March 31, 2024												As of December 31, 2023
S&P Credit Rating of Counterparty			Collateral Posted by Counter- Party (Held by LNC)						Collateral Posted by LNC (Held by Counter- Party)						Collateral Posted by Counter- Party (Held by LNC)						Collateral Posted by LNC (Held by Counter- Party)
AA-			$	3,403					$	(71)					$	2,378					$	(63)
A+			2,929						(43)						2,496						(125)
A			90						–						82						–
A-			481						–						273						–
			$	6,903					$	(114)					$	5,229					$	(188)

Balance Sheet Offsetting

Information related to the effects of offsetting on the Consolidated Balance Sheets (in millions) was as follows:

			As of March 31, 2024
			Derivative Instruments						Embedded Derivative Instruments						Total
Financial Assets
Gross amount of recognized assets			$	15,250					$	973					$	16,223
Gross amounts offset			(6,856)						–						(6,856)
Net amount of assets			8,394						973						9,367
Gross amounts not offset:
Cash collateral			(6,903)						–						(6,903)
Non-cash collateral (1)			(1,491)						–						(1,491)
Net amount			$	–					$	973					$	973
Financial Liabilities
Gross amount of recognized liabilities			$	273					$	11,251					$	11,524
Gross amounts offset			(87)						–						(87)
Net amount of liabilities			186						11,251						11,437
Gross amounts not offset:
Cash collateral			(114)						–						(114)
Non-cash collateral (2)			(72)						–						(72)
Net amount			$	–					$	11,251					$	11,251

(1) Excludes excess non-cash collateral received of $1.4 billion, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

(2) Excludes excess non-cash collateral pledged of $89 million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

 

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			As of December 31, 2023
			Derivative Instruments						Embedded Derivative Instruments						Total
Financial Assets
Gross amount of recognized assets			$	10,927					$	940					$	11,867
Gross amounts offset			(4,453)						–						(4,453)
Net amount of assets			6,474						940						7,414
Gross amounts not offset:
Cash collateral			(5,229)						–						(5,229)
Non-cash collateral (1)			(1,245)						–						(1,245)
Net amount			$	–					$	940					$	940
Financial Liabilities
Gross amount of recognized liabilities			$	967					$	9,629					$	10,596
Gross amounts offset			(612)						–						(612)
Net amount of liabilities			355						9,629						9,984
Gross amounts not offset:
Cash collateral			(188)						–						(188)
Non-cash collateral (2)			(167)						–						(167)
Net amount			$	–					$	9,629					$	9,629

(1) Excludes excess non-cash collateral received of $1.3 billion, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

(2) Excludes excess non-cash collateral pledged of $82 million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

6. DAC, VOBA, DSI and DFEL

The following table reconciles deferred acquisition costs (“DAC”), value of business acquired (“VOBA”) and deferred sales inducements (“DSI”) (in millions) to the Consolidated Balance Sheets:

			As of March 31,						As of December 31,
			2024						2023
DAC, VOBA and DSI
Variable Annuities			$	3,871					$	3,873
Fixed Annuities			447						455
Traditional Life			1,411						1,418
UL and Other			6,246						6,232
Group Protection			157						154
Retirement Plan Services			273						265
Total DAC, VOBA and DSI			$	12,405					$	12,397

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The following table reconciles deferred front-end loads (“DFEL”) (in millions) to the Consolidated Balance Sheets:

			As of March 31,						As of December 31,
			2024						2023
DFEL
Variable Annuities			$	277					$	278
UL and Other (1)			5,778						5,579
Other Operations (2)			44						44
Total DFEL			$	6,099					$	5,901

(1) We reported $258 million and $257 million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023, respectively.

(2) Represents DFEL reported in Other Operations attributable to the indemnity reinsurance agreement with Protective that is excluded from the following tables. We reported $44 million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023.

The following tables summarize the changes in DAC (in millions):

			For the Three Months Ended March 31, 2024
			Variable Annuities						Fixed Annuities						Traditional Life						UL and Other						Group Protection						Retirement Plan Services
Balance as of beginning-of-year			$	3,751					$	421					$	1,376					$	5,791					$	154					$	239
Deferrals			89						9						32						100						29						5
Amortization			(89)						(16)						(37)						(76)						(26)						(5)
Balance as of end-of-period			$	3,751					$	414					$	1,371					$	5,815					$	157					$	239

			For the Three Months Ended March 31, 2023
			Variable Annuities						Fixed Annuities						Traditional Life						UL and Other						Group Protection						Retirement Plan Services
Balance as of beginning-of-year			$	3,751					$	439					$	1,333					$	5,605					$	141					$	236
Deferrals			84						14						55						118						25						6
Amortization			(90)						(17)						(36)						(73)						(24)						(5)
Balance as of end-of-period			$	3,745					$	436					$	1,352					$	5,650					$	142					$	237

DAC amortization expense of $249 million and $245 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023, respectively.

The following tables summarize the changes in VOBA (in millions):

			For the Three Months Ended March 31, 2024
			Fixed Annuities						Traditional Life						UL and Other
Balance as of beginning-of-year			$	15					$	42					$	413
Amortization			(1)						(2)						(10)
Balance as of end-of-period			$	14					$	40					$	403

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			For the Three Months Ended March 31, 2023
			Fixed Annuities						Traditional Life						UL and Other
Balance as of beginning-of-year			$	17					$	50					$	465
Deferrals			1						–						–
Amortization			(1)						(2)						(11)
Balance as of end-of-period			$	17					$	48					$	454

VOBA amortization expense of $13 million and $14 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023, respectively. No additions or write-offs were recorded for each respective period.

The following tables summarize the changes in DSI (in millions):

			For the Three Months Ended March 31, 2024
			Variable Annuities						Fixed Annuities						UL and Other						Retirement Plan Services
Balance as of beginning-of-year			$	122					$	19					$	28					$	26
Deferrals			1						–						–						8
Amortization			(3)						–						–						–
Balance as of end-of-period			$	120					$	19					$	28					$	34

			For the Three Months Ended March 31, 2023
			Variable Annuities						Fixed Annuities						UL and Other						Retirement Plan Services
Balance as of beginning-of-year			$	128					$	23					$	30					$	17
Deferrals			1						–						–						2
Amortization			(4)						(1)						(1)						1
Balance as of end-of-period			$	125					$	22					$	29					$	20

 

DSI amortization expense of $3 million and $5 million was recorded in interest credited on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023, respectively.

The following tables summarize the changes in DFEL (in millions):

			For the Three Months Ended March 31, 2024												For the Three Months Ended March 31, 2023
			Variable Annuities						UL and Other						Variable Annuities						UL and Other
Balance as of beginning-of-year			$	278					$	5,579					$	286					$	4,766
Deferrals			5						267						5						261
Amortization			(6)						(68)						(7)						(61)
Balance as of end-of-period			277						5,778						284						4,966
Less: ceded DFEL			–						258						–						–
Balance as of end-of-period, net of reinsurance			$	277					$	5,520					$	284					$	4,966

DFEL amortization of $74 million and $68 million was recorded in fee income on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023, respectively.

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7. Reinsurance

Fortitude Re

Effective October 1, 2023, we entered into two reinsurance agreements with Fortitude Reinsurance Company Ltd. (“Fortitude Re”), an authorized Bermuda reinsurer with reciprocal jurisdiction reinsurer status in Indiana, to reinsure certain blocks of in-force UL with secondary guarantees (“ULSG”), MoneyGuard® and fixed annuity products, including group pension annuities. Fortitude Re represents our largest reinsurance exposure as of March 31, 2024, and December 31, 2023.

The first agreement was structured as a coinsurance treaty between us and Fortitude Re for the ULSG and fixed annuities blocks. As significant insurance risk was transferred for ULSG products and life-contingent annuities, amounts recoverable from Fortitude Re were $10.5 billion as of March 31, 2024, and December 31, 2023. We reported a deferred loss on the transaction of $2.7 billion as of March 31, 2024, and December 31, 2023. We amortized $22 million of the deferred loss during the three months ended March 31, 2024. Annuities that are not life-contingent do not contain significant insurance risk; therefore, we reported deposit assets for these contracts of $3.9 billion and $4.2 billion as of March 31, 2024, and December 31, 2023, respectively.

The second agreement was structured as coinsurance with funds withheld for the MoneyGuard block; however, as we retained significant insurance risk under the agreement, we reported deposit assets of $7.8 billion as of March 31, 2024, and December 31, 2023. In this coinsurance with funds withheld reinsurance agreement, we as the ceding company withhold, and therefore retain, the assets backing the deposit assets. We held investments with a carrying value of $9.8 billion and $9.9 billion in support of reserves associated with the Fortitude Re transaction in a funds withheld arrangement as of March 31, 2024, and December 31, 2023, respectively, which consisted of the following (in millions):

			As of March 31,						As of December 31,
			2024						2023
Fixed maturity AFS securities			$	8,651					$	8,867
Other investments			1,002						759
Cash and invested cash			34						141
Accrued investment income			107						103
Other assets			5						1
Total			$	9,799					$	9,871

8. MRBs

The following table reconciles market risk benefits (“MRBs”) (in millions) to MRB assets and MRB liabilities on the Consolidated Balance Sheets:

			As of March 31, 2024																		As of December 31, 2023
			Assets						Liabilities						Net (Assets) Liabilities						Assets						Liabilities						Net (Assets) Liabilities
Variable Annuities			$	4,743					$	1,139					$	(3,604)					$	3,763					$	1,583					$	(2,180)
Fixed Annuities			96						123						27						96						128						32
Retirement Plan Services			39						4						(35)						35						5						(30)
Total MRBs			$	4,878					$	1,266					$	(3,612)					$	3,894					$	1,716					$	(2,178)

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The following table summarizes the balances of and changes in net MRB (assets) liabilities (in millions):

			As of or For the Three Months Ended March 31, 2024																		As of or For the Three Months Ended March 31, 2023
			Variable Annuities						Fixed Annuities						Retirement Plan Services						Variable Annuities						Fixed Annuities						Retirement Plan Services
Balance as of beginning-of-year			$	(2,180)					$	32					$	(30)					$	(662)					$	(45)					$	(22)
Less: Effect of cumulative changes in
non-performance risk			(1,299)						(58)						(4)						(2,173)						(40)						(2)
Balance as of beginning-of-year, before the effect
of changes in non-performance risk			(881)						90						(26)						1,511						(5)						(20)
Issuances			3						–						–						1						–						–
Attributed fees collected			380						9						2						379						9						2
Benefit payments			(11)						–						–						(19)						–						–
Effect of changes in interest rates			(1,081)						(17)						(6)						1,406						31						5
Effect of changes in equity markets			(1,343)						(11)						(4)						(1,029)						(2)						(6)
Effect of changes in equity index volatility			4						(2)						–						(286)						–						(2)
In-force updates and other changes in MRBs (1)			51						1						1						76						1						–
Balance as of end-of-period, before the effect of
changes in non-performance risk			(2,878)						70						(33)						2,039						34						(21)
Effect of cumulative changes in
non-performance risk			(726)						(43)						(2)						(3,451)						(65)						(5)
Balance as of end-of-period			(3,604)						27						(35)						(1,412)						(31)						(26)
Less: ceded MRB assets (liabilities)			(358)						–						–						(246)						–						–
Balance as of end-of-period, net of reinsurance			$	(3,246)					$	27					$	(35)					$	(1,166)					$	(31)					$	(26)
Weighted-average age of policyholders (years)			72						69						63						71						68						63
Net amount at risk (2)			$	2,056					$	210					$	3					$	6,268					$	192					$	9

(1)     Consists primarily of changes in MRB assets and liabilities related to differences between separate account fund performance and modeled indices and other changes such as actual to expected policyholder behavior.

(2)     Net amount at risk (“NAR”) is the current guaranteed minimum benefit in excess of the current account balance as of the balance sheet date. For guaranteed living benefits (“GLBs”), the guaranteed minimum benefit is calculated based on the present value of GLB payments. Our variable annuity products may offer more than one type of guaranteed benefit rider to a policyholder. In instances where more than one guaranteed benefit feature exists in a contract, the guaranteed benefit rider that provides the highest NAR is used in the calculation.

See “MRBs” in Note 13 for details related to our fair value judgments, assumptions, inputs and valuation methodology.

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9. Separate Accounts

The following table presents the fair value of separate account assets (in millions) reported on the Consolidated Balance Sheets by major investment category:

			As of March 31,						As of December 31,
			2024						2023
Mutual funds and collective investment trusts			$	165,556					$	157,578
Exchange-traded funds			352						350
Fixed maturity AFS securities			162						167
Cash and invested cash			8						25
Other investments			147						137
Total separate account assets			$	166,225					$	158,257

The following table reconciles separate account liabilities (in millions) to the Consolidated Balance Sheets:

			As of March 31,						As of December 31,
			2024						2023
Variable Annuities			$	118,176					$	113,356
UL and Other			27,007						25,150
Retirement Plan Services			20,986						19,699
Other Operations (1)			56						52
Total separate account liabilities			$	166,225					$	158,257

(1) Represents separate account liabilities reported in Other Operations primarily attributable to the indemnity reinsurance agreements with Protective ($48 million and $46 million as of March 31, 2024, and December 31, 2023, respectively) that are excluded from the following tables.

The following table summarizes the balances of and changes in separate account liabilities (in millions):

			As of or For the Three Months Ended March 31, 2024																		As of or For the Three Months Ended March 31, 2023
			Variable Annuities						UL and Other						Retirement Plan Services						Variable Annuities						UL and Other						Retirement Plan Services
Balance as of beginning-of-year			$	113,356					$	25,150					$	19,699					$	105,573					$	20,920					$	16,996
Gross deposits			904						358						570						624						394						554
Withdrawals			(3,208)						(103)						(732)						(2,436)						(75)						(586)
Policyholder assessments			(648)						(246)						(44)						(624)						(238)						(40)
Change in market performance			7,503						1,885						1,475						5,054						1,193						978
Net transfers from (to) general account			269						(37)						18						143						(32)						(26)
Balance as of end-of-period			$	118,176					$	27,007					$	20,986					$	108,334					$	22,162					$	17,876
Cash surrender value			$	116,771					$	24,606					$	20,971					$	106,796					$	19,863					$	17,862

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10. Policyholder Account Balances

The following table reconciles policyholder account balances (in millions) to the Consolidated Balance Sheets:

			As of March 31,						As of December 31,
			2024						2023
Variable Annuities			$	31,408					$	29,141
Fixed Annuities			25,162						25,355
UL and Other			37,006						37,180
Retirement Plan Services			23,586						23,784
Other (1)			5,138						5,277
Total policyholder account balances			$	122,300					$	120,737

(1) Represents policyholder account balances reported primarily in Other Operations attributable to the indemnity reinsurance agreements with Protective ($4.7 billion and $4.9 billion as of March 31, 2024, and December 31, 2023, respectively) that are excluded from the following tables.

The following table summarizes the balances and changes in policyholder account balances (in millions):

			As of or For the Three Months Ended March 31, 2024
			Variable Annuities						Fixed Annuities						UL and Other						Retirement Plan Services
Balance as of beginning-of-year			$	29,141					$	25,355					$	37,180					$	23,784
Gross deposits			973						973						850						790
Withdrawals			(224)						(1,410)						(364)						(1,203)
Policyholder assessments			–						(17)						(1,124)						(3)
Net transfers from (to) separate account			(178)						–						38						50
Interest credited			158						183						365						168
Change in fair value of embedded derivative
instruments			1,538						78						61						–
Balance as of end-of-period			$	31,408					$	25,162					$	37,006					$	23,586
Weighted-average crediting rate			2.1%						2.9%						3.9%						2.8%
Net amount at risk (1)(2)			$	2,056					$	210					$	300,740					$	3
Cash surrender value			30,228						24,139						33,314						23,560

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			As of or For the Three Months Ended March 31, 2023
			Variable Annuities						Fixed Annuities						UL and Other						Retirement Plan Services
Balance as of beginning-of-year			$	22,184					$	23,365					$	37,694					$	25,138
Gross deposits			1,222						1,317						926						701
Withdrawals			(170)						(889)						(393)						(1,113)
Policyholder assessments			–						(15)						(1,128)						(3)
Net transfers from (to) separate account			(114)						–						32						103
Interest credited			109						154						373						168
Change in fair value of embedded derivative
instruments			540						87						29						–
Balance as of end-of-period			$	23,771					$	24,019					$	37,533					$	24,994
Weighted-average crediting rate			1.9		%				2.6		%				4.0		%				2.7		%
Net amount at risk (1)(2)			$	6,268					$	192					$	303,412					$	9
Cash surrender value			22,698						23,125						34,033						24,989

(1) NAR is the current guaranteed minimum benefit in excess of the current account balance as of the balance sheet date. For GLBs, the guaranteed minimum benefit is calculated based on the present value of GLB payments. Our variable annuity products may offer more than one type of guaranteed benefit rider to a policyholder. In instances where more than one guaranteed benefit rider exists in a contract, the guaranteed benefit rider that provides the highest NAR is used in the calculation.

(2) Calculation is based on total account balances and includes both policyholder account balances and separate account balances.

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The following table presents policyholder account balances (in millions) by range of guaranteed minimum crediting rates and the related range of difference, in basis points, between the interest being credited to policyholders and the respective guaranteed contract minimums:

			As of March 31, 2024
			At Guaranteed Minimum						1-50 Basis Basis Points Above						51-100 Basis Points Above						101-150 Basis Points Above						Greater Than 150 Basis Points Above						Total
Range of Guaranteed
Minimum Crediting Rate
Variable Annuities
Up to 1.00%			$	–					$	–					$	–					$	–					$	–					$	–
1.01% - 2.00%			5						–						–						–						6						11
2.01% - 3.00%			560						–						–						–						–						560
3.01% - 4.00%			1,319						–						–						–						–						1,319
4.01% and above			9						–						–						–						–						9
Other (1)			–						–						–						–						–						29,509
Total			$	1,893					$	–					$	–					$	–					$	6					$	31,408
Fixed Annuities
Up to 1.00%			$	679					$	605					$	560					$	493					$	2,466					$	4,803
1.01% - 2.00%			360						99						285						500						3,231						4,475
2.01% - 3.00%			1,749						39						5						1						25						1,819
3.01% - 4.00%			916						–						–						–						–						916
4.01% and above			177						–						–						–						–						177
Other (1)			–						–						–						–						–						12,972
Total			$	3,881					$	743					$	850					$	994					$	5,722					$	25,162
UL and Other
Up to 1.00%			$	264					$	–					$	219					$	119					$	30					$	632
1.01% - 2.00%			548						–						–						–						3,208						3,756
2.01% - 3.00%			6,848						10						149						–						–						7,007
3.01% - 4.00%			15,596						–						1						–						–						15,597
4.01% and above			3,722						–						–						–						–						3,722
Other (1)			–						–						–						–						–						6,292
Total			$	26,978					$	10					$	369					$	119					$	3,238					$	37,006
Retirement Plan Services
Up to 1.00%			$	437					$	500					$	740					$	3,706					$	4,320					$	9,703
1.01% - 2.00%			527						1,660						1,413						1,345						14						4,959
2.01% - 3.00%			2,342						21						63						17						1						2,444
3.01% - 4.00%			4,842						31						3						3						–						4,879
4.01% and above			1,458						143						–						–						–						1,601
Total			$	9,606					$	2,355					$	2,219					$	5,071					$	4,335					$	23,586

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			As of March 31, 2023
			At Guaranteed Minimum						1-50 Basis Basis Points Above						51-100 Basis Points Above						101-150 Basis Points Above						Greater Than 150 Basis Points Above						Total
Range of Guaranteed
Minimum Crediting Rate
Variable Annuities
Up to 1.00%			$	–					$	–					$	–					$	–					$	–					$	–
1.01% - 2.00%			4						–						–						–						8						12
2.01% - 3.00%			634						–						–						–						–						634
3.01% - 4.00%			1,503						–						–						–						–						1,503
4.01% and above			10						–						–						–						–						10
Other (1)			–						–						–						–						–						21,612
Total			$	2,151					$	–					$	–					$	–					$	8					$	23,771
Fixed Annuities
Up to 1.00%			$	831					$	447					$	578					$	448					$	1,773					$	4,077
1.01% - 2.00%			559						141						184						493						1,083						2,460
2.01% - 3.00%			1,885						6						2						–						–						1,893
3.01% - 4.00%			1,473						–						–						–						–						1,473
4.01% and above			193						–						–						–						–						193
Other (1)			–						–						–						–						–						13,923
Total			$	4,941					$	594					$	764					$	941					$	2,856					$	24,019
UL and Other
Up to 1.00%			$	312					$	–					$	202					$	26					$	348					$	888
1.01% - 2.00%			556						–						–						–						3,229						3,785
2.01% - 3.00%			7,130						158						–						–						–						7,288
3.01% - 4.00%			16,107						–						1						–						–						16,108
4.01% and above			3,767						–						–						–						–						3,767
Other (1)			–						–						–						–						–						5,697
Total			$	27,872					$	158					$	203					$	26					$	3,577					$	37,533
Retirement Plan Services
Up to 1.00%			$	595					$	751					$	3,062					$	2,911					$	2,213					$	9,532
1.01% - 2.00%			977						2,629						1,196						527						–						5,329
2.01% - 3.00%			3,093						–						–						–						–						3,093
3.01% - 4.00%			5,442						–						–						–						–						5,442
4.01% and above			1,598						–						–						–						–						1,598
Total			$	11,705					$	3,380					$	4,258					$	3,438					$	2,213					$	24,994

(1) Consists of indexed account balances that include the fair value of embedded derivative instruments, payout annuity account balances, short-term dollar cost averaging annuities business and policy loans.

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11. Future Contract Benefits

The following table reconciles future contract benefits (in millions) to the Consolidated Balance Sheets:

			As of March 31,						As of December 31,
			2024						2023
Payout Annuities (1)			$	2,034					$	2,085
Traditional Life (1)			3,793						3,841
Group Protection (2)			5,640						5,689
UL and Other (3)			14,444						15,000
Other Operations (4)			9,615						9,879
Other (5)			3,322						3,371
Total future contract benefits			$	38,848					$	39,864

(1) See liability for future policy benefits (“LFPB”) below for further information.

(2) See “Liability for Future Claims” below for further information.

(3) See “Additional Liabilities for Other Insurance Benefits” below for further information.

(4) Represents future contract benefits reported in Other Operations primarily attributable to the indemnity reinsurance agreements with Protective ($5.5 billion and $5.6 billion as of March 31, 2024, and December 31, 2023, respectively) and Swiss Re ($2.2 billion as of March 31, 2024, and December 31, 2023) that are excluded from the following tables.

(5) Represents other miscellaneous reserves that are not representative of long-duration contracts and are excluded from the following tables.

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LFPB

The following table summarizes the balances of and changes in the present values of expected net premiums and LFPB (in millions, except years):

			As of or For the Three Months Ended March 31, 2024												As of or For the Three Months Ended March 31, 2023
			Payout Annuities						Traditional Life						Payout Annuities						Traditional Life
Present Value of Expected Net Premiums
Balance as of beginning-of-year			$	–					$	6,200					$	–					$	6,063
Less: Effect of cumulative changes in discount
rate assumptions			–						(148)						–						(582)
Beginning balance at original discount rate			–						6,348						–						6,645
Effect of actual variances from expected experience			–						2						–						(241)
Adjusted balance as of beginning-of-year			–						6,350						–						6,404
Issuances			–						108						–						176
Interest accrual			–						63						–						60
Net premiums collected			–						(202)						–						(203)
Flooring impact of LFPB			–						3						–						2
Ending balance at original discount rate			–						6,322						–						6,439
Effect of cumulative changes in discount
rate assumptions			–						(254)						–						(230)
Balance as of end-of-period			$	–					$	6,068					$	–					$	6,209
Present Value of Expected LFPB
Balance as of beginning-of-year			$	2,085					$	10,041					$	2,004					$	9,572
Less: Effect of cumulative changes in discount
rate assumptions			(187)						(189)						(263)						(785)
Beginning balance at original discount rate (1)			2,272						10,230						2,267						10,357
Effect of actual variances from expected experience			1						7						(1)						(251)
Adjusted balance as of beginning-of-year			2,273						10,237						2,266						10,106
Issuances			15						108						27						177
Interest accrual			22						100						21						95
Benefit payments			(49)						(206)						(46)						(186)
Ending balance at original discount rate (1)			2,261						10,239						2,268						10,192
Effect of cumulative changes in discount
rate assumptions			(227)						(378)						(200)						(302)
Balance as of end-of-period			$	2,034					$	9,861					$	2,068					$	9,890
Net balance as of end-of-period			$	2,034					$	3,793					$	2,068					$	3,681
Less: reinsurance recoverables			1,562						421						3						520
Net balance as of end-of-period, net of reinsurance			$	472					$	3,372					$	2,065					$	3,161
Weighted-average duration of future policyholder
benefit liability (years)			9						9						9						10

(1) Includes deferred profit liability within Payout Annuities of $60 million and $43 million as of March 31, 2024 and 2023, respectively.

For the three months ended March 31, 2024 and 2023, Traditional Life and Payout Annuities did not have any significantly different actual experience compared to expected.

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The following table summarizes the discounted and undiscounted expected future gross premiums and expected future benefit payments (in millions):

			As of March 31, 2024												As of March 31, 2023
			Undiscounted						Discounted						Undiscounted						Discounted
Payout Annuities
Expected future gross premiums			$	–					$	–					$	–					$	–
Expected future benefit payments			3,438						2,034						3,461						2,068
Traditional Life
Expected future gross premiums			13,896						9,570						14,005						9,750
Expected future benefit payments			14,582						9,861						14,485						9,890

The following table summarizes the gross premiums and interest accretion (in millions) recognized in insurance premiums and benefits, respectively, on the Consolidated Statements of Comprehensive Income (Loss):

									For the Three Months Ended March 31,
																		2024						2023
Payout Annuities
Gross premiums																		$	21					$	28
Interest accretion																		22						21
Traditional Life
Gross premiums																		314						313
Interest accretion																		37						35

The following table summarizes the weighted-average interest rates:

			For the Three Months Ended March 31,
			2024						2023
Payout Annuities
Interest accretion rate			3.9		%				3.9		%
Current discount rate			5.2		%				4.9		%
Traditional Life
Interest accretion rate			5.0		%				5.1		%
Current discount rate			5.0		%				4.8		%

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Liability for Future Claims

The following table summarizes the balances of and changes in liability for future claims (in millions, except years):

			Group Protection
			As of or For the Three Months Ended March 31,
			2024						2023
Balance as of beginning-of-year			$	5,689					$	5,462
Less: Effect of cumulative changes in discount
rate assumptions			(490)						(597)
Beginning balance at original discount rate			6,179						6,059
Effect of actual variances from expected experience			(67)						(100)
Adjusted beginning-of-year balance			6,112						5,959
New incidence			408						437
Interest			48						42
Benefit payments			(382)						(377)
Ending balance at original discount rate			6,186						6,061
Effect of cumulative changes in discount
rate assumptions			(546)						(569)
Balance as of end-of-period			5,640						5,492
Less: reinsurance recoverables			123						126
Balance as of end-of-period, net of reinsurance			$	5,517					$	5,366
Weighted-average duration of liability for future
claims (years)			5						4

For the three months ended March 31, 2024 and 2023, we experienced more favorable claim terminations than assumed.

The following table summarizes the discounted and undiscounted expected future benefit payments (in millions):

			As of March 31, 2024												As of March 31, 2023
			Undiscounted						Discounted						Undiscounted						Discounted
Group Protection
Expected future benefit payments			$	7,296					$	5,640					$	7,086					$	5,492

The following table summarizes the gross premiums and interest accretion (in millions) recognized in insurance premiums and benefits, respectively, on the Consolidated Statements of Comprehensive Income (Loss):

									For the Three Months Ended March 31,
															2024						2023
Group Protection
Gross premiums															$	896					$	885
Interest accretion															48						42

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The following table summarizes the weighted-average interest rates:

			For the Three Months Ended March 31,
			2024						2023
Group Protection
Interest accretion rate			3.2		%				2.9		%
Current discount rate			5.0		%				4.8		%

Additional Liabilities for Other Insurance Benefits

The following table summarizes the balances of and changes in additional liabilities for other insurance benefits (in millions, except years):

			UL and Other
			As of or For the Three Months Ended March 31,
			2024						2023
Balance as of beginning-of-year			$	15,000					$	14,818
Less: Effect of cumulative changes in shadow
balance in AOCI			(2,222)						(905)
Balance as of beginning-of-year, excluding
shadow balance in AOCI			17,222						15,723
Effect of actual variances from expected experience			106						(9)
Adjusted beginning-of-year balance			17,328						15,714
Interest accrual			209						186
Net assessments collected			303						336
Benefit payments			(313)						(183)
Balance as of end-of-period, excluding shadow
balance in AOCI			17,527						16,053
Effect of cumulative changes in shadow
balance in AOCI			(3,083)						(669)
Balance as of end-of-period			14,444						15,384
Less: reinsurance recoverables (1)			4,776						862
Balance as of end-of-period, net of reinsurance			$	9,668					$	14,522
Weighted-average duration of additional liabilities
for other insurance benefits (years)			17						17

(1) Increase in reinsurance recoverables driven by the reinsurance agreement with Fortitude Re effective October 1, 2023 for certain blocks of in-force ULSG. See Note 7 for more information on the transaction.

For the three months ended March 31, 2024, we had unfavorable actual mortality experience compared to expected. For the three months ended March 31, 2023, we did not have any significantly different actual experience compared to expected.

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The following table summarizes the gross assessments and interest accretion (in millions) recognized in insurance premiums and benefits, respectively, on the Consolidated Statements of Comprehensive Income (Loss):

												For the Three Months Ended March 31,
																					2024						2023
UL and Other
Gross assessments																					$	766					$	915
Interest accretion																					209						186

The following table summarizes the weighted-average interest rates:

			For the Three Months Ended March 31,
			2024						2023
UL and Other
Interest accretion rate			5.3		%				5.0		%

12. Debt

Changes in debt (in millions) were as follows:

			For the Three Months Ended March 31,
			2024
Balance as of beginning-of-year			$	5,949
Issuance of 5.852% Senior Notes due 2034			350
Partial repayment of variable rate term loan, due 2024 (1)			(47)
Unamortized debt issuance costs			(2)
Unamortized adjustments from discontinued hedges			(4)
Fair value hedge on interest rate swap agreements			(17)
Balance as of end-of-period			$	6,229

(1) Term loan uses a Secured Overnight Financing Rate (“SOFR”)-based interest rate, plus transition spread of 10 basis points and credit spread of 112.5 basis points.

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13. Fair Value of Financial Instruments

The carrying values and estimated fair values of our financial instruments (in millions) were as follows:

			As of March 31, 2024												As of December 31, 2023
			Carrying Value						Fair Value						Carrying Value						Fair Value
Assets
Fixed maturity AFS securities			$	87,764					$	87,764					$	88,738					$	88,738
Trading securities			2,227						2,227						2,359						2,359
Equity securities			319						319						306						306
Mortgage loans on real estate			19,266						17,658						18,963						17,407
Derivative investments			8,394						8,394						6,474						6,474
Other investments			5,256						5,256						5,015						5,015
Cash and invested cash			4,122						4,122						3,365						3,365
MRB assets			4,878						4,878						3,894						3,894
Other assets:
Ceded MRBs			2						2						2						2
Indexed annuity ceded embedded derivatives			973						973						940						940
Separate account assets			166,225						166,225						158,257						158,257
Liabilities
Policyholder account balances:
Account balances of certain investment contracts			(44,386)						(33,752)						(44,640)						(34,041)
RILA, fixed annuity and IUL contracts			(10,896)						(10,896)						(9,077)						(9,077)
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives			(355)						(355)						(552)						(552)
MRB liabilities			(1,266)						(1,266)						(1,716)						(1,716)
Short-term debt			(503)						(493)						(250)						(249)
Long-term debt			(5,726)						(5,058)						(5,699)						(5,182)
Other liabilities:
Ceded MRBs			(360)						(360)						(239)						(239)
Derivative liabilities			(186)						(186)						(356)						(356)
Remaining guaranteed interest and similar contracts			(397)						(397)						(411)						(411)

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 the 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, excluding mortgage loans accounted for using the fair value option, 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, excluding mortgage loans accounted for using the fair value option, are classified as Level 2 within the fair value hierarchy.

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Other Investments

The carrying value of our assets classified as other investments, excluding short-term 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 2 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.

Policyholder Account Balances

Policyholder account balances include account balances of certain investment contracts. The fair value of the account balances 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 these policyholder account balances are classified as Level 3 within the fair value hierarchy.

Other Liabilities

Other liabilities include remaining guaranteed interest and similar 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 March 31, 2024, and December 31, 2023, the remaining guaranteed interest and similar contracts carrying value approximated fair value. The inputs used to measure the fair value of these other liabilities 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.

Fair Value Option

Mortgage loans on real estate, net of allowance for credit losses, as reported on the Consolidated Balance Sheets, includes mortgage loans on real estate for which the fair value option was elected. The fair value option allows us to elect fair value as an alternative measurement for mortgage loans not otherwise reported at fair value. We have made these elections for certain mortgage loans associated with modified coinsurance agreements to help mitigate the inconsistency in earnings that would otherwise result from the use of embedded derivatives included with these loans. Changes in fair value are reflected in realized gain (loss) on the Consolidated Statement of Comprehensive Income (Loss). Changes in fair value due to instrument-specific credit risk are estimated using changes in credit spreads and quality ratings for the period reported. Mortgage loans on real estate for which the fair value option was elected are valued using third-party pricing services. We have procedures in place to review the valuations each quarter to ensure they are reasonable, including utilizing a separate third party to reperform the valuation for a selection of mortgage loans on an annual basis. Due to lack of observable inputs, mortgage loans electing the fair value option are classified as Level 3 within the fair value hierarchy.

The fair value and aggregate contractual principal for mortgage loans on real estate where the fair value option was elected (in millions) were as follows:

			As of March 31,						As of December 31,
			2024						2023
Fair value			$	289					$	288
Aggregate contractual principal			326						326

As of March 31, 2024, and December 31, 2023, no loans for which the fair value option was elected were in non-accrual status, and none were more than 90 days past due and still accruing interest.

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Financial Instruments Carried at Fair Value

We did not have any assets or liabilities measured at fair value on a nonrecurring basis as of March 31, 2024, or December 31, 2023.

The following summarizes our financial instruments carried at fair value (in millions) on a recurring basis by the fair value hierarchy levels:

			As of March 31, 2024
			Quoted
			Prices
			in Active
			Markets for						Significant						Significant
			Identical						Observable						Unobservable						Total
			Assets						Inputs						Inputs						Fair
			(Level 1)						(Level 2)						(Level 3)						Value
Assets
Investments:
Fixed maturity AFS securities:
Corporate bonds			$	–					$	66,044					$	2,489					$	68,533
U.S. government bonds			371						20						–						391
State and municipal bonds			–						2,743						–						2,743
Foreign government bonds			–						263						–						263
RMBS			–						1,747						12						1,759
CMBS			–						1,476						8						1,484
ABS			–						10,657						1,692						12,349
Hybrid and redeemable preferred securities			48						143						51						242
Trading securities			–						1,956						271						2,227
Equity securities			12						268						39						319
Mortgage loans on real estate			–						–						289						289
Derivative investments (1)			–						14,584						727						15,311
Other investments – short-term investments			–						217						–						217
Cash and invested cash			–						4,122						–						4,122
MRB assets			–						–						4,878						4,878
Other assets:
Ceded MRBs			–						–						2						2
Indexed annuity ceded embedded derivatives			–						–						973						973
Separate account assets			406						165,819						–						166,225
Total assets			$	837					$	270,059					$	11,431					$	282,327
Liabilities
Policyholder account balances – RILA, fixed annuity
and IUL contracts			$	–					$	–					$	(10,896)					$	(10,896)
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives			–						228						(583)						(355)
MRB liabilities			–						–						(1,266)						(1,266)
Other liabilities:
Ceded MRBs			–						–						(360)						(360)
Derivative liabilities (1)			–						(6,377)						(726)						(7,103)
Total liabilities			$	–					$	(6,149)					$	(13,831)					$	(19,980)

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			As of December 31, 2023
			Quoted
			Prices
			in Active
			Markets for						Significant						Significant
			Identical						Observable						Unobservable						Total
			Assets						Inputs						Inputs						Fair
			(Level 1)						(Level 2)						(Level 3)						Value
Assets
Investments:
Fixed maturity AFS securities:
Corporate bonds			$	–					$	67,160					$	2,497					$	69,657
U.S. government bonds			374						19						–						393
State and municipal bonds			–						2,785						5						2,790
Foreign government bonds			–						283						–						283
RMBS			–						1,760						13						1,773
CMBS			–						1,416						8						1,424
ABS			–						10,687						1,484						12,171
Hybrid and redeemable preferred securities			46						153						48						247
Trading securities			–						2,075						284						2,359
Equity securities			1						263						42						306
Mortgage loans on real estate			–						–						288						288
Derivative investments (1)			–						10,874						622						11,496
Other investments – short-term investments			–						233						–						233
Cash and invested cash			–						3,365						–						3,365
MRB assets			–						–						3,894						3,894
Other assets:
Ceded MRBs			–						–						2						2
Indexed annuity ceded embedded derivatives			–						–						940						940
Separate account assets			402						157,855						–						158,257
Total assets			$	823					$	258,928					$	10,127					$	269,878
Liabilities
Policyholder account balances – RILA, fixed annuity
and IUL contracts			$	–					$	–					$	(9,077)					$	(9,077)
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives			–						237						(789)						(552)
MRB liabilities			–						–						(1,716)						(1,716)
Other liabilities:
Ceded MRBs			–						–						(239)						(239)
Derivative liabilities (1)			–						(4,792)						(586)						(5,378)
Total liabilities			$	–					$	(4,555)					$	(12,407)					$	(16,962)

(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.

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The following summarizes changes to our financial instruments carried at fair value (in millions) and classified within Level 3 of the fair value hierarchy. 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. The summary schedule excludes changes to MRB assets and MRB liabilities as these balances are rolled forward in Note 8.

			For the Three Months Ended March 31, 2024
															Gains						Issuances,						Transfers
									Items						(Losses)						Sales,						Into or
									Included						in						Maturities,						Out
			Beginning						in						OCI						Settlements,						of						Ending
			Fair						Net						and						Calls,						Level 3,						Fair
			Value						Income						Other (1)						Net						Net						Value
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds			$	2,497					$	2					$	(10)					$	22					$	(22)					$	2,489
State and municipal bonds			5						–						–						–						(5)						–
RMBS			13						–						(1)						–						–						12
CMBS			8						–						–						–						–						8
ABS			1,484						–						(1)						201						8						1,692
Hybrid and redeemable preferred
securities			48						–						3						–						–						51
Trading securities			284						–						–						(13)						–						271
Equity securities			42						(3)						–						–						–						39
Mortgage loans on real estate			288						–						1						–						–						289
Derivative investments			36						12						–						4						(51)						1
Other assets:
Ceded MRBs (3)			2						–						–						–						–						2
Indexed annuity ceded embedded
derivatives (4)			940						33						–						–						–						973
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)			(9,077)						(1,677)						–						(142)						–						(10,896)
Funds withheld reinsurance
liabilities – reinsurance-related
embedded derivatives (4)			(789)						206						–						–						–						(583)
Other liabilities – ceded MRBs (3)			(239)						(121)						–						–						–						(360)
Total, net			$	(4,458)					$	(1,548)					$	(8)					$	72					$	(70)					$	(6,012)

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			For the Three Months Ended March 31, 2023
															Gains						Issuances,						Transfers
									Items						(Losses)						Sales,						Into or
									Included						in						Maturities,						Out
			Beginning						in						OCI						Settlements,						of						Ending
			Fair						Net						and						Calls,						Level 3,						Fair
			Value						Income						Other (1)						Net						Net						Value
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds			$	2,295					$	1					$	13					$	30					$	16					$	2,355
State and municipal bonds			35						–						1						–						–						36
RMBS			1						–						–						–						–						1
ABS			1,117						–						8						168						(193)						1,100
Hybrid and redeemable preferred
securities			49						–						–						(2)						12						59
Trading securities			581						4						–						(127)						–						458
Equity securities			153						(16)						–						–						–						137
Mortgage loans on real estate			487						2						3						(2)						–						490
Derivative investments			2						(1)						–						–						–						1
Other assets:
Ceded MRBs (3)			12						(6)						–						–						–						6
Indexed annuity ceded embedded
derivatives (4)			525						6						–						(226)						–						305
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)			(4,783)						(719)						–						(294)						–						(5,796)
Other liabilities – ceded MRBs (3)			(205)						(47)						–						–						–						(252)
Total, net			$	269					$	(776)					$	25					$	(453)					$	(165)					$	(1,100)

(1) The changes in fair value of the interest rate swaps are offset by an adjustment to derivative investments (see Note 5).

(2) Amortization and accretion of premiums and discounts are included in net investment income on the Consolidated Statements of Comprehensive Income (Loss). Gains (losses) from sales, maturities, settlements and calls and credit loss expense are included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

(3) Gains (losses) from the changes in fair value are included in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

(4) Gains (losses) from the changes in fair value are included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

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The following provides the components of the items included in issuances, sales, maturities, settlements and calls, net, (in millions) as reported above:

			For the Three Months Ended March 31, 2024
			Issuances						Sales						Maturities						Settlements						Calls						Total
Investments:
Fixed maturity AFS securities:
Corporate bonds			$	277					$	(141)					$	(2)					$	(111)					$	(1)					$	22
ABS			264						–						–						(63)						–						201
Trading securities			–						(2)						–						(11)						–						(13)
Mortgage loans on real estate			1						(1)						–						–						–						–
Derivative investments			7						–						(3)						–						–						4
Other assets – indexed annuity ceded
embedded derivatives			26						–						–						(26)						–						–
Policyholder account balances –
RILA, fixed annuity and
IUL contracts			(249)						–						–						107						–						(142)
Total, net			$	326					$	(144)					$	(5)					$	(104)					$	(1)					$	72

			For the Three Months Ended March 31, 2023
			Issuances						Sales						Maturities						Settlements						Calls						Total
Investments:
Fixed maturity AFS securities:
Corporate bonds			$	141					$	(35)					$	(8)					$	(68)					$	–					$	30
ABS			241						(2)						–						(71)						–						168
Hybrid and redeemable preferred
securities			–						–						–						–						(2)						(2)
Trading securities			–						(53)						–						(74)						–						(127)
Mortgage loans on real estate			1						–						–						(3)						–						(2)
Other assets – indexed annuity ceded
embedded derivatives			50						–						–						(276)						–						(226)
Policyholder account balances –
RILA, fixed annuity and
IUL contracts			(300)						–						–						6						–						(294)
Total, net			$	133					$	(90)					$	(8)					$	(486)					$	(2)					$	(453)

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The following summarizes changes in unrealized gains (losses) included in net income related to financial instruments carried at fair value classified within Level 3 that we still held (in millions):

						For the Three Months Ended March 31,
						2024									2023
Trading securities (1)						$	–								$	6
Equity securities (1)						(3)									(16)
Mortgage loans on real estate (1)						–									2
Derivative investments (1)						16									(2)
MRBs (2)						1,896									(638)
Funds withheld reinsurance liabilities –
reinsurance-related embedded derivatives						206									–
Embedded derivatives – indexed annuity
and IUL contracts (1)						241									(153)
Total, net (1)						$	2,356								$	(801)

(1) Included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

(2) Included in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

The following summarizes changes in unrealized gains (losses) included in OCI, net of tax, related to financial instruments carried at fair value classified within Level 3 that we still held (in millions):

						For the Three Months Ended March 31,
						2024									2023
Fixed maturity AFS securities:
Corporate bonds						$	(11)								$	13
State and municipal bonds						–									1
ABS						(1)									8
Hybrid and redeemable preferred
securities						2									–
Mortgage loans on real estate						1									2
Total, net						$	(9)								$	24

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The following provides the components of the transfers into and out of Level 3 (in millions) as reported above:

			For the Three Months Ended March 31, 2024																		For the Three Months Ended March 31, 2023
			Transfers						Transfers												Transfers						Transfers
			Into						Out of												Into						Out of
			Level 3						Level 3						Total						Level 3						Level 3						Total
Investments:
Fixed maturity AFS securities:
Corporate bonds			$	22					$	(44)					$	(22)					$	59					$	(43)					$	16
State and municipal bonds			–						(5)						(5)						–						–						–
ABS			31						(23)						8						–						(193)						(193)
Hybrid and redeemable preferred
securities			–						–						–						12						–						12
Derivative investments			–						(51)						(51)						–						–						–
Total, net			$	53					$	(123)					$	(70)					$	71					$	(236)					$	(165)

Transfers into and out of Level 3 are generally the result of observable market information on financial instruments no longer being available or becoming available to our pricing vendors. For the three months ended March 31, 2024 and 2023, transfers in and out of Level 3 were attributable primarily to the financial instruments’ observable market information no longer being available or becoming available.

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The following summarizes the fair value (in millions), valuation techniques and significant unobservable inputs of the Level 3 fair value measurements as of March 31, 2024:

																																							Weighted
			Fair						Valuation						Significant						Assumption or																		Average Input
			Value						Technique						Unobservable Inputs						Input Ranges																		Range (1)
Assets
Investments:
Fixed maturity AFS
securities:
Corporate bonds			$	202					Discounted cash flow						Liquidity/duration adjustment (2)						(0.1)		%				–						3.8		%				2.0		%
ABS			11						Discounted cash flow						Liquidity/duration adjustment (2)						1.6		%				–						1.6		%				1.6		%
CMBS			8						Discounted cash flow						Liquidity/duration adjustment (2)						2.0		%				—						2.0		%				2.0		%
Hybrid and redeemable
preferred securities			7						Discounted cash flow						Liquidity/duration adjustment (2)						1.3		%				–						1.5		%				1.4		%
Equity securities			5						Discounted cash flow						Liquidity/duration adjustment (2)						4.5		%				–						4.5		%				4.5		%
MRB assets			4,878
Other assets – ceded MRBs			2						Discounted cash flow						Lapse (3)						1		%				–						30		%				(10)
															Utilization of GLB withdrawals (4)						85		%				–						100		%				94		%
															Claims utilization factor (5)						60		%				–						100		%				(10)
															Premiums utilization factor (5)						80		%				–						115		%				(10)
															Non-performance risk (6)						0.31		%				–						2.03		%				1.62		%
															Mortality (7)																		(9)						(10)
															Volatility (8)						1		%				–						29		%				14.14		%
Other assets – indexed
annuity ceded embedded
derivatives			973						Discounted cash flow						Lapse (3)						0%						–						9		%				(10)
															Mortality (7)																		(9)						(10)
Liabilities
Policyholder account
balances – indexed annuity
contracts embedded
derivatives			$	(10,803)					Discounted cash flow						Lapse (3)						0%						–						9		%				(10)
															Mortality (7)																		(9)						(10)
MRB liabilities			(1,266)
Other liabilities – ceded
MRBs			(360)						Discounted cash flow						Lapse (3)						1		%				–						30		%				(10)
															Utilization of GLB withdrawals (4)						85		%				–						100		%				94		%
															Claims utilization factor (5)						60		%				–						100		%				(10)
															Premiums utilization factor (5)						80		%				–						115		%				(10)
															Non-performance risk (6)						0.31		%				–						2.03		%				1.62		%
															Mortality (7)																		(9)						(10)
															Volatility (8)						1		%				–						29		%				14.14		%

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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, 2023:

																																							Weighted
			Fair						Valuation						Significant						Assumption or																		Average Input
			Value						Technique						Unobservable Inputs						Input Ranges																		Range (1)
Assets
Investments:
Fixed maturity AFS
securities:
Corporate bonds			$	186					Discounted cash flow						Liquidity/duration adjustment (2)						(0.2)		%				–						3.7		%				2.1		%
State and municipal
bonds			5						Discounted cash flow						Liquidity/duration adjustment (2)						0.9		%				–						2.2		%				2.1		%
CMBS			8						Discounted cash flow						Liquidity/duration adjustment (2)						2.3		%				–						2.3		%				2.3		%
ABS			12						Discounted cash flow						Liquidity/duration adjustment (2)						1.8		%				–						1.8		%				1.8		%
Hybrid and redeemable
preferred securities			7						Discounted cash flow						Liquidity/duration adjustment (2)						1.4		%				–						1.5		%				1.5		%
Equity securities			5						Discounted cash flow						Liquidity/duration adjustment (2)						4.5		%				–						4.5		%				4.5		%
MRB assets			3,894
Other assets – ceded MRBs			2						Discounted cash flow						Lapse (3)						1		%				–						30		%				(10)
															Utilization of GLB withdrawals (4)						85		%				–						100		%				94		%
															Claims utilization factor (5)						60		%				–						100		%				(10)
															Premiums utilization factor (5)						80		%				–						115		%				(10)
															Non-performance risk (6)						0.51		%				–						2.13		%				1.78		%
															Mortality (7)																		(9)						(10)
															Volatility (8)						1		%				–						29		%				13.92		%
Other assets – indexed
annuity ceded embedded
derivatives			940						Discounted cash flow						Lapse (3)						0		%				–						9		%				(10)
															Mortality (7)																		(9)						(10)
Liabilities
Policyholder account
balances – indexed annuity
contracts embedded
derivatives			$	(9,013)					Discounted cash flow						Lapse (3)						0		%				–						9		%				(10)
															Mortality (7)																		(9)						(10)
MRB liabilities			(1,716)
Other liabilities – ceded
MRBs			(239)						Discounted cash flow						Lapse (3)						1		%				–						30		%				(10)
															Utilization of GLB withdrawals (4)						85		%				–						100		%				94		%
															Claims utilization factor (5)						60		%				–						100		%				(10)
															Premiums utilization factor (5)						80		%				–						115		%				(10)
															Non-performance risk (6)						0.51		%				–						2.13		%				1.78		%
															Mortality (7)																		(9)						(10)
															Volatility (8)						1		%				–						29		%				13.92		%

(1) Unobservable inputs were weighted by the relative fair value of the instruments, unless otherwise noted.

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(2) 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.

(3) The lapse input represents the estimated probability of a contract surrendering during a year, and thereby forgoing any future benefits. The range for indexed annuity contracts represents the lapses during the surrender charge period.

(4) The utilization of GLB withdrawals input represents the estimated percentage of policyholders that utilize the GLB withdrawal riders.

(5) The utilization factors are applied to the present value of claims or premiums, as appropriate, in the MRB calculation to estimate the impact of inefficient GLB withdrawal behavior, including taking less than or more than the maximum GLB withdrawal.

(6) The non-performance risk input represents the estimated additional credit spread that market participants would apply to the market observable discount rate when pricing a contract. The non-performance risk input was weighted by the absolute value of the sensitivity of the reserve to the non-performance risk assumption.

(7) The mortality 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.

(8) The volatility input represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets. Volatility assumptions vary by fund due to the benchmarking of different indices. The volatility input was weighted by the relative account balance assigned to each index.

(9) The mortality is based on a combination of company and industry experience, adjusted for improvement factors.

(10) A weighted average input range is not a meaningful measurement for lapse, utilization factors or mortality.

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.

The embedded derivative liability associated with Fortitude Re was excluded from the above table. As discussed in Note 7, this embedded derivative liability was created through a coinsurance with funds withheld reinsurance agreement where the investments supporting the reinsurance agreement were withheld by and continue to be reported on our Consolidated Balance Sheet. This reinsurance-related embedded derivative is valued as a total return swap with reference to the fair value of the investments held by us. Accordingly, the unobservable inputs utilized in the valuation of the reinsurance-related embedded derivative are a component of the investments supporting the reinsurance agreement that are reported on our Consolidated Balance Sheet.

Changes in any of the significant inputs presented in the table above would have resulted 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 have resulted in a decrease in the fair value measurement.

•Indexed annuity contracts embedded derivatives – For direct embedded derivatives, an increase in the lapse or mortality inputs would have resulted in a decrease in the fair value measurement.

•MRBs – Assuming our MRBs are in a liability position: an increase in our lapse, non-performance risk or mortality inputs would have resulted in a decrease in the fair value measurement, except for policies with guaranteed death benefit (“GDB”) riders only, in which case an increase in mortality inputs would have resulted 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 would not have affected 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.

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14. Contingencies and Commitments

Contingencies

Reinsurance Disputes

Certain reinsurers have sought rate increases on certain yearly renewable term agreements. We are disputing the requested rate increases under these agreements. We may initiate legal proceedings, as necessary, under these agreements in order to protect our contractual rights. Additionally, reinsurers have initiated, and may in the future initiate, legal proceedings against us. While this may impact the Life Insurance segment, we believe it is unlikely the outcome of these disputes would have a material impact on the consolidated financial statements.

Regulatory and Litigation Matters

Regulatory bodies, such as state insurance departments, the SEC, the 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 March 31, 2024.

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 March 31, 2024, we estimate the aggregate range of reasonably possible losses, including amounts in excess of amounts accrued for these matters as of such date, to be up to approximately $150 million, after-tax. Any estimate is not an indication of expected loss, if any, or of the Company’s maximum possible loss exposure on such matters.

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.

Among other matters, we are presently engaged in litigation, including relating to cost of insurance rates (“Cost of Insurance and Other Litigation”), as described below. No accrual has been made for some of these matters. Although a loss is believed to be reasonably possible for these matters, for some of these matters, we are not able to estimate a reasonably possible amount or range of potential

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liability. An adverse outcome in one or more of these matters may have a material impact on the consolidated financial statements, but, based on information currently known, management does not believe those cases are likely to have such an impact.

Cost of Insurance and Other Litigation

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 The Lincoln National Life Insurance Company (“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. In response, plaintiff filed a motion for leave to amend the complaint, which, on September 25, 2023, the court granted in part and denied in part. Plaintiff filed an amended complaint on October 10, 2023. On March 7, 2024, the parties entered into a settlement agreement, which is subject to court approval. The provisional settlement encompasses policies that are at issue in the Glover case, which also includes all policies in the lawsuits captioned Iwanski v. First Penn-Pacific Life Insurance Company, TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York, each of which are described below. The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024. The provisional settlement, which is subject to both preliminary and final approval of the court, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). We recorded a pre-tax legal accrual for the three months ended March 31, 2024, of approximately $110 million within commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) in respect of this provisional settlement. As of March 31, 2024, we had accrued the total provisional settlement amount of $147.5 million, pre-tax.

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 universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiffs allege that LNL breached the terms of policyholders’ contracts when it increased non-guaranteed 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, Case No. 2:16-cv-06605-GJP, is a consolidated litigation matter related to multiple putative class action cases that were consolidated by an order dated March 20, 2017. Plaintiffs purport to own certain universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiffs allege that LNL and LNC breached the terms of policyholders’ contracts by increasing non-guaranteed cost of insurance rates beginning in 2016. Plaintiffs sought to represent classes of policyowners and sought damages on their behalf. On August 9, 2022, the court denied plaintiffs’ motion for class certification. The parties participated in a mediation on December 13, 2022, and subsequently reached a settlement. On January 26, 2023, the parties informed the presiding judge of a class settlement in this action, subject to final documentation and court approval. On March 24, 2023, plaintiffs filed a motion for preliminary approval of the class settlement, which was granted by the court on June 14, 2023. The provisional settlement, which was subject to both preliminary and final approval of the court, consisted of $117.75 million in pre-tax cash (in the aggregate for both this litigation and the In re: Lincoln National 2017 COI Rate Litigation matter discussed immediately below) and a five-year cost of insurance rate freeze, among other terms. After certain policyholders timely opted out or otherwise excluded themselves from the settlement class with respect to certain policies, the pre-tax cash settlement fund was reduced to $109.96 million. The court granted final approval of the settlement on October 5, 2023. On December 27, 2023, the court ordered that supplemental notice of the class settlement be mailed to a small percentage of settlement class members who had not been sent the initial class notice. Those policyholders own policies representing less than 0.14% of the total of all Policy Claim Amounts (as defined in the parties’ settlement agreement). No additional opt-outs were received following the supplemental notice period. Settlement distribution payments to all class members were completed on April 8, 2024. Certain of the policyholders who did not participate in the settlement are plaintiffs in Brighton Trustees, LLC, et al. v. The Lincoln National Life Insurance Company and Ryan K. Crayne, on behalf of and as trustee for Carlton Peak Trust v. The Lincoln National Life Insurance Company discussed further below. The remaining policyholders who are not participants in the settlement may bring individual actions in the future to the extent they have not already done so.

In re: Lincoln National 2017 COI Rate Litigation, pending in the U.S. District Court for the Eastern District of Pennsylvania, Case No. 2:17-cv-04150, is a consolidated litigation matter related to multiple putative class action cases that were consolidated by an order dated March 28, 2018. Plaintiffs purport to own certain universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiffs allege that LNL and LNC breached the terms of policyholders’ contracts by increasing non-guaranteed cost of insurance rates beginning in 2017. Plaintiffs sought to represent classes of policyholders and sought damages on their behalf. On August 9, 2022, the court denied plaintiffs’ motion for class certification. The parties participated in a mediation on December 13, 2022, and subsequently reached a settlement. On January 26, 2023, the parties informed the presiding judge of a class settlement in this action, subject to final documentation and court approval. On March 24, 2023, plaintiffs filed a motion for preliminary approval of the class settlement, which was granted by the court on June 14, 2023. The provisional settlement, which was subject to both preliminary and final approval of the

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court, consists of $117.75 million in pre-tax cash (in the aggregate for both this litigation and the In re: Lincoln National COI Litigation matter discussed immediately above) and a five-year cost of insurance rate freeze, among other terms. After certain policyholders timely opted out or otherwise excluded themselves from the settlement class with respect to certain policies, the pre-tax cash settlement fund was reduced to $109.96 million. The court granted final approval of the settlement on October 5, 2023. On December 27, 2023, the court ordered that supplemental notice of the class settlement be mailed to a small percentage of settlement class members who had not been sent the initial class notice. Those policyholders own policies representing less than 0.14% of the total of all Policy Claim Amounts (as defined in the parties’ settlement agreement). No additional opt-outs were received following the supplemental notice period. Settlement distribution payments to all class members were completed on April 8, 2024. Certain of the policyholders who did not participate in the settlement are plaintiffs in Brighton Trustees, LLC, et al. v. The Lincoln National Life Insurance Company and Ryan K. Crayne, on behalf of and as trustee for Carlton Peak Trust v. The Lincoln National Life Insurance Company discussed further below. The remaining policyholders who are not participants in the settlement may bring individual actions in the future to the extent they have not already done so.

Iwanski v. First Penn-Pacific Life Insurance Company (“FPP”), No. 2:18-cv-01573 filed in the U.S. District Court for the 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. On March 7, 2024, the parties in Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company (discussed above) entered into a settlement agreement, which is subject to court approval. The provisional settlement encompasses policies that are at issue in this case, as the Glover case is inclusive of all policies in this case, as well as in the lawsuits captioned TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York (both discussed below). The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024. The provisional settlement, which is subject to both preliminary and final approval of the court, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). A motion has been filed to stay the proceedings in this matter pending the completion of the settlement approval process in Glover.

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. On March 7, 2024, the parties in Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company (discussed above) entered into a settlement agreement, which is subject to court approval. The provisional settlement encompasses policies that are at issue in this case, as the Glover case is inclusive of all policies in this case, as well as in the lawsuits captioned Iwanski v. First Penn-Pacific Life Insurance Company (discussed above) and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York (discussed below). The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024. The provisional settlement, which is subject to both preliminary and final approval of the court, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). A motion has been filed to stay the proceedings in this matter pending the completion of the settlement approval process in Glover.

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 on December 21, 2018. Plaintiffs own universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiffs allege that LNL and LNC breached the terms of policyholders’ contracts when LNL increased non-guaranteed cost of insurance rates in 2016 and 2017. We are vigorously defending this matter.

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Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York, pending in the U.S. District Court for the Southern District of New York, No. 1:19-cv-06004, is a putative class action that was filed on June 27, 2019. Plaintiff alleges that Lincoln Life & Annuity Company of New York (“LLANY”) charged more for non-guaranteed cost of insurance than was permitted by the policies. On March 31, 2022, the court issued an order granting plaintiff’s motion for class certification and certified a class of all current or former owners of six universal life insurance products issued by LLANY that were assessed a cost of insurance charge any time on or after June 27, 2013. Plaintiff seeks damages on behalf of the class. On April 19, 2023, LLANY filed a motion for summary judgment. On March 7, 2024, the parties in Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company (discussed above) entered into a settlement agreement, which is subject to court approval. The provisional settlement encompasses policies that are at issue in this case, as the Glover case is inclusive of all policies in this case, as well as in the lawsuits captioned Iwanski v. First Penn-Pacific Life Insurance Company and TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company (both discussed above). The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024. The provisional settlement, which is subject to both preliminary and final approval of the court, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). On March 29, 2024, the court issued its summary judgment decision, granting LLANY’s motion in part and denying it in part, and entering summary judgment against twenty-two policyholders that the court determined were not economically harmed. On April 12, 2024, LLANY filed a motion to stay proceedings in this matter pending the completion of the settlement approval process in Glover; oral argument has been scheduled for May 9, 2024.

Angus v. The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:22-cv-01878, is a putative class action filed on May 13, 2022. Plaintiff alleges that defendant LNL breached the terms of her 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 or insured 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 their behalf. Breach of contract is the only cause of action asserted. On August 26, 2022, LNL filed a motion to dismiss. We are vigorously defending this matter.

Brighton Trustees, LLC, et al. v. The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, Case No. 2:23-cv-02251, is a civil action filed on April 20, 2023. On June 12, 2023, the U.S. District Court for the Northern District of Indiana granted a motion filed by LNL to transfer the case to the U.S. District Court for the Eastern District of Pennsylvania. Plaintiffs purport to own universal life insurance policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiffs allege that LNL breached the terms of policyholders’ contracts and converted property when it increased non-guaranteed cost of insurance rates beginning in 2016. We are vigorously defending this matter.

Ryan K. Crayne, on behalf of and as trustee for Carlton Peak Trust v. The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, Case No. 2:24-cv-00053-GJP, is a civil action filed on November 17, 2023. On January 4, 2024, upon the parties’ stipulation, the U.S. District Court for the Northern District of Indiana transferred the case to the U.S. District Court for the Eastern District of Pennsylvania. Plaintiff purports to own claims regarding universal life policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiff alleges that LNL breached the terms of policyholders’ contracts and converted property when it increased non-guaranteed cost of insurance rates beginning in 2016. We are vigorously defending this matter.

Other Litigation

Andrew Nitkewicz v. Lincoln Life & Annuity Company of New York, pending in the U.S. District Court for the Southern District of New York, No. 1:20-cv-06805, is a putative class action that was filed on August 24, 2020. Plaintiff Andrew Nitkewicz, as trustee of the Joan C. Lupe Trust, seeks to represent all current and former owners of universal life (including variable universal life) policies who own or owned policies issued by LLANY and its predecessors in interest that were in force at any time on or after June 27, 2013, and for which planned annual, semi-annual, or quarterly premiums were paid for any period beyond the end of the policy month of the insured’s death. Plaintiff alleges LLANY failed to refund unearned premium in violation of New York Insurance Law Section 3203(a)(2) in connection with the payment of death benefit claims for certain insurance policies. Plaintiff seeks compensatory damages and pre-judgment interest on behalf of the various classes and sub-class. On July 2, 2021, the court granted, with prejudice, LLANY’s November 2020 motion to dismiss this matter. Plaintiff filed a notice of appeal on July 28, 2021, and on September 26, 2022, the U.S. Court of Appeals for the Second Circuit reserved its decision and certified a question to the New York Court of Appeals. On October 20, 2022, the New York Court of Appeals accepted the question. On October 19, 2023, the New York Court of Appeals answered the question in LLANY’s favor and transmitted the decision to the U.S. Court of Appeals for the Second Circuit. Plaintiff sought, and was granted, supplemental briefing before the U.S. Court of Appeals for the Second Circuit with respect to certain aspects of the New York Court of Appeals’ decision. The supplemental briefing was completed January 23, 2024. We are vigorously defending this matter.

Henry Morgan et al. v. Lincoln National Corporation d/b/a Lincoln Financial Group, et al, filed in the District Court of the 14th Judicial District of Dallas County, Texas, No. DC-23-02492, is a putative class action that was filed on February 22, 2023. Plaintiffs Henry Morgan, Susan Smith, Charles Smith, Laura Seale, Terri Cogburn, Laura Baesel, Kathleen Walton, Terry Warner, and Toni Hale (“Plaintiffs”) allege on behalf of a putative class that Lincoln National Corporation d/b/a Lincoln Financial Group, LNL and LLANY (together, “Lincoln”), FMR, LLC, and Fidelity Product Services, LLC (“Fidelity”) created and marketed misleading and deceptive insurance products with

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attributes of investment products. The putative class comprises all individuals and entities who purchased Lincoln OptiBlend products that allocated account monies to the 1-Year Fidelity AIM Dividend Participation Account, between January 1, 2020, to December 31, 2022. Plaintiffs assert the following claims individually and on behalf of the class, (1) violations of the Texas Deceptive Trade Practices Act against Lincoln; (2) common-law fraud against Lincoln; (3) negligent misrepresentation against Lincoln and Fidelity; and (4) aiding and abetting fraud against Fidelity. Plaintiffs allege they suffered damages from “a missed investment return of approximately 5-6%” and mitigation damages. They seek actual, consequential and punitive damages, as well as pre-judgment and post-judgment interest, attorney’s fees, and litigation costs. On March 31, 2023, the Lincoln defendants filed a notice of removal removing the action from the 14th Judicial District of Dallas County, Texas, to the United States District Court for the Northern District of Texas, Dallas Division. On May 8, 2023, the Lincoln defendants and the Fidelity defendants filed motions to dismiss, which remain pending. We are vigorously defending this matter.

Donald C. Meade, et al v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, Randal Freitag (“Defendants”), No. 2:24-cv-01704, pending in the U.S. District Court for the Eastern District of Pennsylvania, is a putative class action that was filed on April 23, 2024. Plaintiff Donald C. Meade seeks to represent persons and entities that purchased or otherwise acquired Lincoln National securities between November 4, 2020, and November 2, 2022, inclusive. Plaintiff alleges claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and under SEC Rule 10b-5. Plaintiff alleges that, throughout the class period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations and prospects. Specifically, plaintiff alleges that Defendants failed to disclose to investors: (i) that the Company was experiencing a decline in its VUL business; (ii) that, as a result, the goodwill associated with the life insurance business was overstated; (iii) that, as a result, the Company’s policy lapse assumptions were outdated; (iv) that, as a result, the Company’s reserves were overstated; (v) that, as a result, the Company’s reported financial results and financial statements were misstated; and (vi) that, as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiff alleges that he and other putative class members thereby suffered loss and damage. We are vigorously defending this matter.

15. Shares and Stockholders’ Equity

Preferred Shares

Preferred stock authorized, issued and outstanding (number of shares) was as follows:

			As of March 31, 2024																		As of December 31, 2023
			Shares Authorized						Shares Issued						Shares Outstanding						Shares Authorized						Shares Issued						Shares Outstanding
9.250% Fixed Rate Reset Non-Cumulative
Preferred Stock, Series C			20,000						20,000						20,000						20,000						20,000						20,000
9.000% Non-Cumulative Preferred Stock,   Series D			20,000						20,000						20,000						20,000						20,000						20,000
Not designated			9,960,000						–						–						9,960,000						–						–
Total preferred shares			10,000,000						40,000						40,000						10,000,000						40,000						40,000

The per share and aggregate dividends declared for preferred stock by series (in millions except per share data) was as follows:

			For the Three Months Ended March 31,
			2024												2023
			Dividend						Aggregate						Dividend						Aggregate
Series			Per Share						Dividend						Per Share						Dividend
Series C			$	1,156.25					$	23					$	635.94					$	13
Series D			562.50						11						618.75						12
Total			$	1,718.75					$	34					$	1,254.69					$	25

Common Shares

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

			For the Three Months Ended March 31,
			2024						2023
Common Stock
Balance as of beginning-of-year			169,666,137						169,220,511
Stock compensation/issued for benefit   plans			350,750						317,248
Balance as of end-of-period			170,016,887						169,537,759

Our common stock is without par value.

Earnings Per Share

The calculation of earnings per share (“EPS”) was as follows (in millions except per share data):

			For the Three Months Ended March 31,
			2024						2023
Net income (loss) available to common stockholders – basic			$	1,187					$	(906)
Net income (loss) available to common stockholders – diluted			$	1,191					$	(909)
Weighted-average shares, as used in basic calculation			170,049,994						169,357,846
Incremental common shares from assumed exercise or
issuance of stock-based incentive compensation awards			1,096,272						573,348
Average deferred compensation shares			688,480						553,966
Weighted-average shares, as used in diluted calculation (1)			171,834,746						170,485,160
Net income (loss) per share:
Basic			$	6.98					$	(5.35)
Diluted			6.93						(5.37)

(1)     Due to reporting a net loss for the three months ended March 31, 2023, basic shares were used in the diluted EPS calculation for this period as the use of diluted shares would have resulted in a lower loss per share.

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. This obligation is settled in either cash or LNC stock pursuant to the applicable plan document. We exclude deferred units of LNC stock that are antidilutive from our diluted EPS calculation. The mark-to-market adjustment of these deferred units excluded from our diluted EPS calculation was $(3) million and $3 million for the three months ended March 31, 2024 and 2023, respectively.

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AOCI

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

			For the Three Months Ended March 31,
			2024						2023
Unrealized Gain (Loss) on Fixed Maturity AFS Securities and Certain
Other Investments
Balance as of beginning-of-year			$	(5,188)					$	(8,916)
Unrealized holding gains (losses) arising during the period			(1,140)						2,357
Change in foreign currency exchange rate adjustment			(103)						76
Change in future contract benefits and policyholder account balances,
net of reinsurance			891						(260)
Income tax benefit (expense)			71						(465)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)			(55)						(39)
Income tax benefit (expense)			12						8
Balance as of end-of-period			$	(5,426)					$	(7,177)
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year			$	375					$	388
Unrealized holding gains (losses) arising during the period			64						134
Change in foreign currency exchange rate adjustment			101						(67)
Income tax benefit (expense)			(35)						(15)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)			24						22
Income tax benefit (expense)			(5)						(5)
Balance as of end-of-period			$	486					$	423
Market Risk Benefit Non-Performance Risk Gain (Loss)
Balance as of beginning-of-year			$	1,070					$	1,741
Adjustment arising during the period			(590)						1,306
Income tax benefit (expense)			126						(281)
Balance as of end-of-period			$	606					$	2,766
Policyholder Liability Discount Rate Remeasurement Gain (Loss)
Balance as of beginning-of-year			$	587					$	747
Adjustment arising during the period			147						(258)
Income tax benefit (expense)			(31)						56
Balance as of end-of-period			$	703					$	545
Foreign Currency Translation Adjustment
Balance as of beginning-of-year			$	(26)					$	(34)
Foreign currency translation adjustment arising during the period			(1)						3
Balance as of end-of-period			$	(27)					$	(31)
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year			$	(294)					$	(278)
Adjustment arising during the period			1						(2)
Balance as of end-of-period			$	(293)					$	(280)

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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,
			2024						2023
Unrealized Gain (Loss) on Fixed Maturity AFS
Securities and Certain Other Investments
Reclassification			$	(54)					$	(39)		Realized gain (loss)
Associated change in future contract benefits			(1)						–			Benefits
Reclassification before income tax benefit (expense)			(55)						(39)			Income (loss) before taxes
Income tax benefit (expense)			12						8			Federal income tax expense (benefit)
Reclassification, net of income tax			$	(43)					$	(31)		Net income (loss)
Unrealized Gain (Loss) on Derivative Instruments
Interest rate contracts			9						6			Interest and debt expense
Foreign currency contracts			15						14			Net investment income
Foreign currency contracts			–						2			Realized gain (loss)
Reclassifications before income tax benefit (expense)			24						22			Income (loss) before taxes
Income tax benefit (expense)			(5)						(5)			Federal income tax expense (benefit)
Reclassifications, net of income tax			$	19					$	17		Net income (loss)

16. Segment Information

We provide products and services and report results through our Annuities, Life Insurance, Group Protection and Retirement Plan Services segments. 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 CODMs view and manage the business. A discussion of these segments and Other Operations is found in Note 16 to the Consolidated Financial Statements in our 2023 Form 10-K.

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:

•Items related to annuity product features, which include changes in MRBs, including gains and losses and benefit payments, changes in the fair value of the derivative instruments we hold to hedge GLB and GDB riders, net of fee income allocated to support the cost of hedging them, and changes in the fair value of the embedded derivative liabilities of our indexed annuity contracts and the associated index options we hold to hedge them, including collateral expense associated with the hedge program (collectively, “net annuity product features”);

•Items related to life insurance product features, which include changes in the fair value of derivatives we hold as part of VUL hedging, changes in reserves resulting from benefit ratio unlocking associated with the impact of capital markets, and changes in the fair value of the embedded derivative liabilities of our IUL contracts and the associated index options we hold to hedge them (collectively, “net life insurance product features”);

•Credit loss-related adjustments on fixed maturity AFS securities, mortgage loans on real estate and reinsurance-related assets (“credit loss-related adjustments”);

•Changes in the fair value of equity securities, certain derivatives, certain other investments and realized gains (losses) on sales, disposals and impairments of financial assets (collectively, “investment gains (losses)”);

•Changes in the fair value of reinsurance-related embedded derivatives, trading securities and mortgage loans on real estate electing the fair value option (“changes in the fair value of reinsurance-related embedded derivatives, trading securities and certain mortgage loans”);

•Income (loss) from the initial adoption of new accounting standards, regulations and policy changes;

•Income (loss) from reserve changes, net of related amortization, on business sold through reinsurance;

•Transaction and integration costs related to mergers and acquisitions including the acquisition or divestiture, through reinsurance or other means, of businesses or blocks of business;

•Gains (losses) on modification or early extinguishment of debt;

•Losses from the impairment of intangible assets and gains (losses) on other non-financial assets; and

•Income (loss) from discontinued operations.

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Operating revenues represent GAAP revenues excluding the pre-tax effects of the following items, as applicable:

•Changes in the fair value of the derivative instruments we hold to hedge GLB and GDB riders, net of fee income allocated to support the cost of hedging them, and changes in the fair value of the embedded derivative liabilities of our indexed annuity and IUL contracts and the associated index options we hold to hedge them (collectively, “revenue adjustments from annuity and life insurance product features”);

•Credit loss-related adjustments;

•Investment gains (losses);

•Changes in the fair value of reinsurance-related embedded derivatives, trading securities and certain mortgage loans;

•Revenue adjustments from the initial adoption of new accounting standards; and

•Amortization of deferred gains arising from reserve changes on business sold through reinsurance.

We use our prevailing corporate federal income tax rate of 21%, where applicable, net of the impacts related to dividends received deduction and foreign tax credits and any other permanent differences for events recognized differently in our financial statements and federal income tax returns.

The tables below reconcile our segment measures of performance to the GAAP measures presented in the Consolidated Statements of Comprehensive Income (Loss) (in millions):

			For the Three Months Ended March 31,
			2024						2023
Revenues
Operating revenues:
Annuities			$	1,269					$	1,141
Life Insurance			1,541						1,757
Group Protection			1,425						1,388
Retirement Plan Services			322						328
Other Operations			27						43
Revenue adjustments from annuity and life insurance product features			(580)						(773)
Credit loss-related adjustments			(1)						(22)
Investment gains (losses)			(81)						(57)
Changes in the fair value of reinsurance-related embedded derivatives,
trading securities and certain mortgage loans (1)			194						9
Total revenues			$	4,116					$	3,814

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			For the Three Months Ended March 31,
			2024						2023
Net Income (Loss)
Income (loss) from operations:
Annuities			$	259					$	274
Life Insurance			(35)						(13)
Group Protection			80						71
Retirement Plan Services			36						43
Other Operations			(235)						(87)
Net annuity product features, after-tax			1,141						(1,018)
Net life insurance product features, after-tax			(103)						(95)
Credit loss-related adjustments, after-tax			(1)						(18)
Investment gains (losses), after-tax			(65)						(45)
Changes in the fair value of reinsurance-related embedded derivatives,
trading securities and certain mortgage loans, after-tax (1)			153						7
Transaction and integration costs related to mergers,
acquisitions and divestitures, after-tax (2)			(8)						–
Net income (loss)			$	1,222					$	(881)

(1) Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.

(2)     Includes costs pertaining to the planned sale of our wealth management business and the fourth quarter 2023 reinsurance transaction. For more information, see Note 1 and 7, respectively.

Other segment information (in millions) was as follows:

			As of March 31,						As of December 31,
			2024						2023
Assets
Annuities			$	194,359					$	185,599
Life Insurance			111,102						108,932
Group Protection			9,759						9,714
Retirement Plan Services			47,728						46,793
Other Operations			20,433						21,375
Total assets			$	383,381					$	372,413

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17. Realized Gain (Loss)

Realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss) includes realized gains and losses from the sale of investments, write-downs for impairments of investments and changes in the allowance for credit losses for financial assets, changes in fair value for mortgage loans on real estate accounted for under the fair value option, changes in fair value of equity securities, VUL derivative and embedded derivative gains and losses, gains and losses on the sale of subsidiaries and businesses and net gains and losses on reinsurance-related 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 also net of allocations of investment gains and losses to certain policyholders, certain funds withheld on reinsurance arrangements and certain modified coinsurance arrangements for which we have a contractual obligation. Details underlying realized gain (loss) (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Fixed maturity AFS securities:
Gross gains			$	7					$	26
Gross losses			(61)						(65)
Credit loss benefit (expense) (1)			(2)						(17)
Realized gain (loss) on equity securities (2)			11						(14)
Credit loss benefit (expense) on mortgage loans on real estate			–						(4)
Credit loss benefit (expense) on reinsurance-related assets			1						(1)
Realized gain (loss) on the mark-to-market on certain
instruments (3)(4)			12						(111)
Indexed product derivative results (5)			145						(153)
Derivative results (6)			(548)						(477)
Other realized gain (loss)			1						(12)
Total realized gain (loss)			$	(434)					$	(828)

(1) Includes changes in the allowance for credit losses as well as direct write-downs to amortized cost as a result of negative credit events.

(2) Includes mark-to-market adjustments on equity securities still held of $11 million and $(14) million for the three months ended March 31, 2024 and 2023, respectively.

(3) Represents changes in the fair values of derivatives we hold as part of VUL hedging, reinsurance-related embedded derivatives and trading securities.

(4) Includes gains and losses from fair value changes on mortgage loans on real estate accounted for under the fair value option of less than $1 million and $2 million for the three months ended March 31, 2024 and 2023, respectively.

(5) Represents the change in fair value of the index options that we hold and the change in the fair value of the embedded derivative liabilities of our indexed annuity and IUL contracts, and the associated index options to hedge policyholder index allocations applicable to future reset periods for our indexed annuity products.

(6) Includes the change in the fair value of the derivative instruments we own to support capital needs associated with our GLB and GDB riders net of fee income allocated to support the cost of purchasing the hedging instruments.

18. Federal Income Taxes

The effective tax rate is the ratio of tax expense (benefit) over pre-tax income (loss). The effective tax rate was 20% and 25% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate on pre-tax income is typically lower than the prevailing corporate federal income tax rate of 21% due to benefits from preferential tax items including the separate account dividends-received deduction and tax credits.

For the three months ended March 31, 2024, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to the effects of preferential tax items.

For the three months ended March 31, 2023, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to a tax benefit at 21% from pre-tax losses in addition to the effects of preferential tax items.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

			Page
Forward-Looking Statements – Cautionary Language			66
Introduction			67
Executive Summary			67
Summary of Critical Accounting Estimates			68
Results of Consolidated Operations			74
Results of Annuities			75
Results of Life Insurance			80
Results of Group Protection			85
Results of Retirement Plan Services			88
Results of Other Operations			92
Consolidated Investments			94
Liquidity and Capital Resources			107

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The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the financial condition as of March 31, 2024, compared with December 31, 2023, and the results of operations for the three months ended March 31, 2024, compared with the corresponding period in 2023 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.

The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the accompanying notes to the consolidated financial statements (“Notes”) presented in “Part I – Item 1. Financial Statements”; our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”); and other reports filed with the Securities and Exchange Commission (“SEC”). For more detailed information on the risks and uncertainties associated with the Company’s business activities, see the risks described in “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K.

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. Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” 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 are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including:

•Weak general economic and business conditions that may affect demand for our products, account balances, investment results, guaranteed benefit liabilities, premium levels and claims experience;

•Adverse global capital and credit market conditions that may 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;

•The inability of our subsidiaries to pay dividends to the holding company in sufficient amounts, which 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;

•The impact of regulations adopted by the SEC, the Department of Labor or other federal or state regulators or self-regulatory organizations that could adversely affect our distribution model and sales of our products and result in additional disclosure and other requirements related to the sale and delivery of our products;

•The impact of new and emerging rules, laws and regulations relating to privacy, cybersecurity and artificial intelligence that may lead to increased compliance costs, reputation risk and/or changes in business practices;

•Increasing scrutiny and evolving expectations and regulations regarding environmental, social and governance (“ESG”) matters that may adversely affect our reputation and our investment portfolio;

•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 and demand for our products;

•Rapidly increasing or sustained high interest rates that may negatively affect our profitability, value of our investment portfolio and capital position and may cause policyholders to surrender annuity and life insurance policies, thereby causing realized investment losses;

•The impact of the implementation of the provisions of the European Market Infrastructure Regulation relating to the regulation of derivatives transactions;

•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 or continued volatility 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; and an increase in liabilities related to guaranteed benefit riders, which are accounted for as market risk benefits (“MRBs”), of our subsidiaries’ variable annuity products;

•Ineffectiveness of our risk management policies and procedures, including our various hedging strategies;

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•A deviation in actual experience regarding future policyholder behavior, mortality, morbidity, interest rates or equity market returns from the assumptions used in pricing our subsidiaries’ products and in establishing related insurance reserves, which may reduce future earnings;

•Changes in accounting principles that may affect our consolidated financial statements;

•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 financial assets, as well as counterparties to which we are exposed to credit risk, requiring that we realize losses on financial assets;

•Interruption in telecommunication, information technology or other operational systems or failure to safeguard the confidentiality or privacy of sensitive data on such systems, including from cyberattacks or other breaches of our data security systems;

•The effect of acquisitions and divestitures, including the inability to realize the anticipated benefits of acquisitions and dispositions of businesses and potential operating difficulties and unforeseen liabilities relating thereto, as well as the effect of restructurings, product withdrawals and other unusual items;

•The inability to realize or sustain the benefits we expect from, greater than expected investments in, and the potential impact of efforts related to, our strategic initiatives;

•The adequacy and collectability of reinsurance that we have obtained;

•Pandemics, acts of terrorism, war or other man-made and natural catastrophes that may adversely impact liabilities for policyholder claims, affect our businesses and increase 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 and uncertainties included here are not exhaustive. Other sections of this report and other reports that we file 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” in our 2023 Form 10-K. 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 correct or 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. We sell a wide range of wealth accumulation, wealth protection, group protection and retirement income products and solutions through our four business segments:

•Annuities;

•Life Insurance;

•Group Protection; and

•Retirement Plan Services

We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments. See “Part I – Item 1. Business” in our 2023 Form 10-K for a discussion of our business segments and products.

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. 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 16. 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. Certain items are excluded from operating revenue and income (loss) from operations because they are unpredictable and not necessarily indicative of current operating

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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 businesses.

We provide information about our segments’ and Other Operations’ operating revenue and expense line items, key drivers of changes and historical details underlying the line items below. For factors that could cause actual results to differ materially from those set forth, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K.

On December 14, 2023, we announced that we had entered into an agreement to sell our wealth management business operated through Lincoln Financial Network (“LFN”). The transaction is expected to close in the first half of 2024, subject to customary closing conditions. For more information, see Note 1.

Industry trends and significant operational matters are described in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” of our 2023 Form 10-K.

Summary of Critical Accounting Estimates

The MD&A included in our 2023 Form 10-K contains a detailed discussion of our critical accounting estimates. The following information updates the “Summary of Critical Accounting Estimates” provided in our 2023 Form 10-K, and therefore, should be read in conjunction with that disclosure.

Investments

Investment Valuation

 

The following summarizes investments on the Consolidated Balance Sheets carried at fair value by pricing source and fair value hierarchy level (in millions) as of March 31, 2024:

			Quoted
			Prices
			in Active
			Markets for						Significant						Significant
			Identical						Observable						Unobservable
			Assets						Inputs						Inputs						Total
			(Level 1)						(Level 2)						(Level 3)						Fair Value
Priced by third-party pricing services			$	431					$	76,765					$	140					$	77,336
Priced by independent broker quotations			–						–						4,479						4,479
Priced by matrices			–						16,976						–						16,976
Priced by other methods (1)			–						–						233						233
Total			431						93,741						4,852						99,024
Percent of total			0%						95%						5%						100%

(1) Represents primarily securities for which pricing models were used to compute fair value.

For more information about the valuation of our financial instruments carried at fair value, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Investments – Investment Valuation” in our 2023 Form 10-K and Note 14 herein.

Derivatives

Derivatives are primarily used for hedging purposes. We hedge certain portions of our exposure to interest rate risk, foreign currency exchange risk, equity market risk, basis risk, commodity risk and credit risk by entering into derivative transactions. We also purchase and issue financial instruments that contain embedded derivative instruments. See “Policyholder Account Balances” below for information on

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embedded derivatives. Assessing the effectiveness of hedging and evaluating the carrying values of the related derivatives often involve a variety of assumptions and estimates

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.

For more information on derivatives, see Note 1 in our 2023 Form 10-K and Note 6 herein. For more information on market exposures associated with our derivatives, including sensitivities, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K.

Future Contract Benefits

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.

Liability for Future Policy Benefits

Liability for future policy benefits (“LFPB”) represents the reserve amounts associated with non-participating traditional life insurance contracts and limited payment life-contingent annuity contracts that are calculated to meet the various policy and contract obligations as they mature. Establishing adequate reserves for our obligations to policyholders requires assumptions to be made that 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. Significant assumptions include mortality rates, morbidity and policyholder behavior (e.g., persistency) and withdrawals. During the third quarter of each year, we conduct our comprehensive review of the actuarial assumptions to best estimate future premium and benefit cash flows (“cash flow assumptions”) and projection models used in estimating these liabilities and update these assumptions as needed (excluding the claims settlement expense assumption that is locked-in at inception) in the calculation of the net premium ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. In measuring our LFPB, we establish cohorts, which are groupings of long-duration contracts. On a quarterly basis, we retrospectively update the net premium ratio at the cohort level for actual experience. For all contract cohorts issued after January 1, 2021, interest is accrued on LFPB at the single-A interest rate on the contract cohort inception date. For contract cohorts issued prior to January 1, 2021, interest remains accruing at the original discount rate in effect on the contract cohort inception date due to the modified retrospective transition method. We also remeasure the LFPB using the single-A interest rate as of the end of each reporting period.

Liability for Future Claims

Future contract benefits include reserves for long-term life and disability claims associated with our Group Protection segment. These reserves use actuarial assumptions primarily based on claim termination rates, offsets for other insurance including social security and long-term disability incidence and severity assumptions. Such cash flow assumptions are subject to the comprehensive review process discussed above. We remeasure the liability for future claims using a single-A interest rate as of the end of each reporting period.

Universal Life Insurance Products with Secondary Guarantees

We issue UL-type contracts where we provide a secondary guarantee to the policyholder. The policy can remain in force, even if the base policy account balance is zero, as long as contractual secondary guarantee requirements have been met. These guaranteed benefits require an additional liability that is calculated based on the application of a benefit ratio (calculated as 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). These secondary guarantees are reported within future contract benefits on the Consolidated Balance Sheets. 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. Cash flow assumptions incorporated in a benefit ratio in measuring these additional liabilities for other insurance benefits include mortality rates, morbidity, policyholder behavior (e.g., persistency) and withdrawals based principally on generally accepted actuarial methods and assumptions. During the third quarter of each year, we conduct our comprehensive review of the cash flow assumptions and projection models used in estimating these liabilities and update these assumptions in the calculation of the benefit ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update.

For additional information on future contract benefits, see Note 11.

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Market Risk Benefits

MRBs are contracts or contract features that provide protection to the policyholder from other-than-nominal capital market risk and expose us to other-than-nominal capital market risk upon the occurrence of a specific event or circumstance, such as death, annuitization or periodic withdrawal. An MRB can be in either an asset or a liability position. Our MRB assets and MRB liabilities are reported at fair value separately on the Consolidated Balance Sheet.

We issue variable and fixed annuity contracts that may include various types of guaranteed living benefit (“GLB”) and guaranteed death benefit (“GDB”) riders that we have accounted for as MRBs. For contracts that contain multiple riders that qualify as MRBs, the MRBs are valued on a combined basis using an integrated model. We have entered into reinsurance agreements to cede certain GLB and GDB riders where the reinsurance agreements themselves are accounted for as MRBs or contain MRBs. We therefore record ceded MRB assets and ceded MRB liabilities associated with these reinsurance agreements. We report ceded MRBs associated with these reinsurance agreements in other assets or other liabilities on the Consolidated Balance Sheets.

Net amount at risk (“NAR”) represents the amount of GLB or GDB in excess of a policyholder’s account balance at the balance sheet date. Underperforming markets increase our exposure to potential benefits with the GLB and GDB riders. A contract with a GDB rider is “in the money” if the policyholder’s account balance falls below the GDB. As of March 31, 2024 and 2023, 9% and 22%, respectively, of all in-force contracts with a GDB rider were “in the money.” A contract with a GLB rider is “in the money” if the policyholder’s account balance falls below the present value of GLB payments, assuming no full surrenders. As of March 31, 2024 and 2023, 16% and 32%, respectively, of all in-force contracts with a GLB rider were “in the money.” However, the only way the policyholder can realize the excess of the present value of benefits over the account balance 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 balance is exhausted, the policyholder will continue to receive a series of annuity payments. The account balance can also fluctuate with market returns on a daily basis resulting in increases or decreases in the excess of the present value of benefits over account balance.

Many policyholders have both a GLB and GDB present on the same policy. The total NAR represents the greater of GLB NAR and GDB NAR for each policy as only one benefit can be exercised in practice. Details underlying the NAR, net of reinsurance, (in millions) were as follows:

			Annuities												Retirement Plan Services
			As of March 31,												As of March 31,
			2024						2023						2024						2023
GLB NAR			$	1,454					$	2,775					$	1					$	2
GDB NAR			842						3,791						2						7
Total NAR			2,197						6,308						3						9

Change in the fair value of MRB assets and liabilities is reported in market risk benefit gain (loss) in the Consolidated Statements of Comprehensive Income (Loss), except for the portion attributable to the change in non-performance risk, which is recognized in other comprehensive income (loss) (“OCI”). Change in the fair value of ceded MRB assets and liabilities, including the changes in our counterparties’ non-performance risks, is reported in market risk benefit gain (loss) in the Consolidated Statements of Comprehensive Income (Loss).

MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our non-performance risk. Ceded MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our counterparties’ non-performance risk. 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, lapse, benefit utilization, mortality, risk margin and administrative expenses. These assumptions are based on a combination of historical data and actuarial judgments. The assumption for our own non-performance risk and our counterparties’ non-performance risk for MRBs and ceded MRBs, respectively, are determined at each valuation date and reflect our risk and our counterparties’ risks of not fulfilling the obligations of the underlying liability. The spread for the non-performance risk 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. During the third quarter of each year, we conduct our comprehensive review of the assumptions used in calculating the fair value of these MRBs and update these assumptions on a prospective basis as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. For information on fair value inputs, see Note 15.

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For illustrative purposes, the following presents hypothetical effects to MRBs attributable to changes to key assumptions / inputs, assuming all other factors remain constant:

Hypothetical

Hypothetical

Actual

Effect

Effect

Assumption / Input

Experience

to MRB Liability

to Net Income

Description of Assumption / Input

Equity market return

Increase / (Decrease)

(Decrease) / Increase

Increase / (Decrease)

Equity market return input represents impact based on movements in equity markets.

Interest rate

Higher /  Lower

(Decrease) / Increase

Increase / (Decrease)

Interest rate input represents impact based on movements in interest rates and impact to fixed-income assets.

Volatility

Increase / (Decrease)

Increase / (Decrease)

(Decrease) / Increase

Volatility assumption represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets. Volatility assumptions vary by fund due to the benchmarking of difference indices.

Mortality

Increase / (Decrease)

(Decrease) / Increase

Increase / (Decrease)

Mortality 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.

Mortality contracts with only GDB rider

Increase / (Decrease)

Increase / (Decrease)

(Decrease) / Increase

Mortality 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.

Lapse

Higher / Lower

(Decrease) / Increase

Increase / (Decrease)

Lapse assumption represents the estimated probability of a contract surrendering during a year, thereby forgoing any future benefits.

Benefit utilization

Higher /  Lower

Increase / (Decrease)

(Decrease) / Increase

Benefit utilization assumption of guaranteed withdrawals represents the estimated percentage of policyholders that utilize the guaranteed withdrawal feature.

We use derivative instruments to hedge our exposure to selected risk caused by changes in equity markets and interest rates associated with GLB and GDB riders that are available in our variable annuity products and accounted for as MRBs. Our hedge program focuses on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. We utilize 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. For additional information on our derivatives, see Note 5.

As part of our hedge program, equity market and interest rate 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 our GLB and GDB riders 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, policyholder 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.

The following table presents our after-tax estimates of the potential instantaneous effect to net income (loss) that could result from sudden changes that may occur in equity markets and interest rates (in millions) and excludes the net cost of operating the hedge program. The amounts represent the difference between the change in GLB and GDB riders and the change in the fair value of the underlying hedge instruments. These estimates are based upon the balance as of March 31, 2024, net of reinsurance, and the related hedge instruments in place as of that date.

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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 and interest rates occurred.

						In-Force Sensitivities
Equity Market Return						-10%						+10%
Hypothetical effect to net income						$	(775)					$	675
Interest Rates						-25 bps						+25 bps
Hypothetical effect to net income						(425)						400

The actual effects of the results illustrated in the table 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 March 31, 2024, due to changing market conditions, policyholder 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 rates, 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 and GDB riders and the instruments utilized to hedge these exposures.

For additional information on MRBs, see Note 8.

Policyholder Account Balances

Policyholder account balances include the contract value that has accrued to the benefit of the policyholder as of the balance sheet date. This liability includes UL and VUL and investment-type annuity products where account balances are equal to deposits plus interest credited less withdrawals, surrender charges, asset-based fees and policyholder administration charges (collectively known as “policyholder assessments”), as well as amounts representing the fair value of embedded derivative instruments associated with our indexed universal life insurance (“IUL”) and indexed annuity products. During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models underlying our reserves and embedded derivatives and update assumptions as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update.

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 S&P 500® Index or other indices. The value of the variable portion of the policyholder’s account balance varies with the performance of the underlying variable funds chosen by the policyholder. Policyholders may elect to rebalance among the various accounts within the product at renewal dates. At the end of each indexed term, which can be up to six years, 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 and sell index options that are highly correlated to the portfolio allocation decisions of our policyholders, 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 contract, both of which are recorded as a component of realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). The Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the Financial Accounting Standards Board Accounting Standards CodificationTM

require that we calculate fair values of index options we may purchase or sell in the future to hedge policyholder index allocations in future reset periods. These fair values represent an estimate of the cost of the options we will purchase or sell 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 the Consolidated Statements of Comprehensive Income (Loss). For more information on indexed product net derivative results, see Note 17.

For additional information on the liability for policyholder account balances, see Note 10.

Reinsurance Recoverables

Reinsurance recoverables are generally measured and recognized consistent with the assumptions and methodologies used to project the future performance of the underlying direct business as discussed in the “Future Contract Benefits” and “Policyholder Account Balances” sections above. During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models

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and update assumptions as needed. In addition, we consider the potential impact of counterparty credit risks related to the reinsurance recoverable by estimating an allowance for credit losses using a probability of loss model approach to estimate expected credit losses for reinsurance recoverables. For additional information on our allowance for credit losses on reinsurance-related assets, see Note 8 in our 2023 Form 10-K.

Income Taxes

Management uses certain assumptions and estimates in determining the income taxes payable or refundable for the current year, the deferred income tax assets and liabilities 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 judgment in evaluating the amount and timing of recognition of the resulting income tax assets and liabilities. 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. 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 future prudent and feasible tax planning strategies.

As of March 31, 2024, we had an approximate $5 billion deferred tax asset related to net unrealized losses on fixed maturity available-for-sale (“AFS”) securities. In the assessment of the future realizability of this deferred tax asset, management concluded that its tax planning strategy to hold these securities to recovery was prudent and feasible as these unrealized losses were caused by factors other than credit loss, and we have the intent and ability to hold these securities to recovery and collect all of the contractual cash flows.

Although realization is not assured, management believes it is more likely than not that the deferred tax assets, will be realized.

For risks related to establishing a valuation allowance against our deferred tax assets, see “Part I – Item 1A. Risk Factors – Assumptions and Estimates – We may be required to recognize an impairment of our goodwill or to establish a valuation allowance against our deferred tax assets” in our 2023 Form 10-K.

For additional information on income taxes, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Income Taxes” in our 2023 Form 10-K and Note 18 herein.

 

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RESULTS OF CONSOLIDATED OPERATIONS

Details underlying the consolidated results (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Net Income (Loss)
Income (loss) from operations:
Annuities																					$	259					$	274
Life Insurance																					(35)						(13)
Group Protection																					80						71
Retirement Plan Services																					36						43
Other Operations																					(235)						(87)
Net annuity product features, after-tax																					1,141						(1,018)
Net life insurance product features, after-tax																					(103)						(95)
Credit loss-related adjustments, after-tax																					(1)						(18)
Investment gains (losses), after-tax																					(65)						(45)
Changes in the fair value of reinsurance-related
embedded derivatives, trading securities and
certain mortgage loans, after-tax (1)																					153						7
Transaction and integration costs related to mergers,
acquisitions and divestitures, after-tax																					(8)						–
Net income (loss)																					$	1,222					$	(881)

(1) The coinsurance with funds withheld investment portfolio includes fixed maturity securities classified as AFS with changes in fair value recorded in OCI. Since the corresponding and offsetting changes in fair value of the embedded derivative related to the coinsurance with funds withheld investment portfolio are recorded in realized gain (loss), volatility can occur within net income (loss). See Note 7 for more information.

Comparison of the Three Months Ended March 31, 2024 to 2023

Net income increased due primarily to the following:

•Gain in net annuity product features in 2024 compared to loss in 2023 driven by MRB-related impacts due to the effect of capital markets.

•More favorable changes in the fair value of reinsurance-related embedded derivatives, trading securities and certain mortgage loans in 2024 driven by the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction.

The increase in net income was partially offset by a legal accrual in the first quarter of 2024 and higher compensation-related expenses and other costs pertaining to business operations.

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RESULTS OF ANNUITIES

Income (Loss) from Operations

Details underlying the results for Annuities (in millions) were as follows:

									For the Three Months Ended March 31,
															2024						2023
Operating Revenues
Insurance premiums (1)															$	26					$	38
Fee income															580						540
Net investment income															420						421
Amortization of deferred gain (loss) on business sold
through reinsurance															5						5
Other revenues (2)															238						137
Total operating revenues															1,269						1,141
Operating Expenses
Benefits (1)															27						63
Interest credited															354						278
Policyholder liability remeasurement (gain) loss															–						(1)
Commissions and other expenses															571						501
Total operating expenses															952						841
Income (loss) from operations before taxes															317						300
Federal income tax expense (benefit)															58						26
Income (loss) from operations															$	259					$	274

(1) Insurance premiums include primarily our income annuities that have a corresponding offset in benefits. Benefits include primarily changes in income annuity reserves driven by insurance premiums.

(2) Consists primarily of revenues attributable to broker-dealer services, which are subject to market volatility, and the net settlement related to certain reinsurance transactions, which has a corresponding offset in net investment income and interest credited.

Comparison of the Three Months Ended March 31, 2024 to 2023

Income from operations for this segment decreased due primarily to the following:

•Lower net investment income, net of interest credited, which more than offset impacts from higher average fixed account balances and improving portfolio yields from the current interest rate environment. The lower net investment income, net of interest credited, was experienced in certain reinsured portfolios that have a corresponding increase in other revenues and decrease in benefits.

•Higher commissions and other expenses driven by higher costs pertaining to business operations, including a balance sheet true-up in preparation for the close of the sale of the wealth management business.

•Higher federal income tax expense due to the separate account dividends-received deduction.

The decrease in income from operations was partially offset by higher fee income driven by higher average daily variable account balances.

Additional Information

On December 14, 2023, we announced that we had entered into a Stock Purchase Agreement with Osaic Holdings, Inc., a Delaware corporation (“Osaic”), pursuant to which Osaic agreed to acquire all of the ownership interests in the subsidiaries of the Company that comprise the Company’s wealth management business operated through LFN. The transaction is expected to close in the first half of 2024, subject to customary closing conditions.

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.

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The other component of net flows relates to the retention of new business and account balances. An important measure of retention is the reduction in account balances caused by full surrenders, deaths and other contract benefits. These outflows as a percentage of average gross account balances were 11% and 9% for the three months ended March 31, 2024 and 2023, respectively.

Our fixed annuities and registered index-linked annuities have discretionary fixed and indexed crediting rates that reset on an annual or periodic basis and may be subject to surrender charges. Our ability to retain these annuities will be subject to current competitive conditions at the time crediting 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 or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and interest rate risk, 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, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment ” in our 2023 Form 10-K.

Fee Income

Details underlying fee income (in millions) were as follows:

									For the Three Months Ended March 31,
															2024						2023
Fee Income
Mortality, expense and other assessments (1)															$	564					$	528
Surrender charges															15						10
DFEL:
Deferrals															(5)						(5)
Amortization															6						7
Total fee income															$	580					$	540

(1) Presented net of GLB and GDB hedge allowance.

We charge policyholders 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 balances. Average daily variable account balances 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 balance or the guaranteed amount. We allocate a portion of these fees to support the cost of hedging GLB and GDB riders. For more information, see Note 16. We may collect surrender charges when our fixed and variable annuity policyholders surrender their contracts during the surrender charge period to protect us from premature withdrawals.

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Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

									For the Three Months Ended March 31,
															2024						2023
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real
estate and other, net of investment expenses															$	383					$	389
Commercial mortgage loan prepayment and bond
make-whole premiums (1)															1						1
Surplus investments (2)															31						30
Net investment income pertaining to broker-dealer services															5						–
Total net investment income															$	420					$	421
Interest Credited
Amount provided to policyholders															$	351					$	275
DSI deferrals															(1)						(1)
Interest credited before DSI amortization															350			350			274
DSI amortization															4						4
Total interest credited															$	354					$	278

(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.

A portion of our investment income earned is credited to the policyholders 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 policyholders’ 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.

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Account Balances

Details underlying account balances (dollars in millions) were as follows:

									For the Three Months Ended March 31,
															2024						2023
Variable Annuity Account Balance Information (1)
Variable annuity deposits															$	904					$	624
Variable annuity net flows															(2,304)						(1,812)
Variable annuity account balances															118,176						108,334
Average daily variable annuity account balances															114,943						108,128
Average daily S&P 500® Index (2)															4,996						3,998
Fixed Annuity Account Balance Information (3)
Fixed annuity deposits															$	1,945					$	2,540
Fixed annuity net flows															311						1,481
Fixed annuity account balances (4)															41,617						38,818
Average fixed annuity account balances (4)															40,348						38,203

(1) Excludes the fixed portion of variable annuities.

(2) We generally use the S&P 500 Index as a benchmark for the performance of our variable account balances. The account balances 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.

(3) Includes the fixed portion of variable annuities.

(4) Net of reinsurance.

For more information on account balances, see Notes 9 and 10.

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Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

									For the Three Months Ended March 31,
															2024						2023
Commissions and Other Expenses
Commissions:
Deferrable															$	84					$	85
Non-deferrable															170						155
General and administrative expenses															120						109
Expenses associated with reserve financing
and LOC expenses															6						4
Taxes, licenses and fees															14						12
Total expenses incurred, excluding broker-dealer															394						365
DAC deferrals															(98)						(98)
Total pre-broker-dealer expenses incurred,
excluding amortization															296						267
DAC and VOBA amortization															106						108
Broker-dealer expenses incurred															169						126
Total commissions and other expenses															$	571					$	501

DAC Deferrals
As a percentage of sales/deposits															3.4		%				3.1		%

Commissions and other expenses 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 on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain types of commissions, such as trail commissions that are based on account balances, 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.

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RESULTS OF LIFE INSURANCE

Income (Loss) from Operations

Details underlying the results for Life Insurance (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Operating Revenues
Insurance premiums (1)																					$	288					$	285
Fee income																					672						776
Net investment income																					581						687
Operating realized gain (loss)																					(2)						(2)
Amortization of deferred gain (loss) on
business sold through reinsurance																					(19)						4
Other revenues																					21						7
Total operating revenues																					1,541						1,757
Operating Expenses
Benefits																					928						1,152
Interest credited																					294						328
Policyholder liability remeasurement (gain) loss																					59						(13)
Commissions and other expenses																					310						313
Total operating expenses																					1,591						1,780
Income (loss) from operations before taxes																					(50)						(23)
Federal income tax expense (benefit)																					(15)						(10)
Income (loss) from operations																					$	(35)					$	(13)

(1) Includes term insurance premiums, which have a corresponding partial offset in benefits for changes in reserves.

Comparison of the Three Months Ended March 31, 2024 to 2023

Loss from operations for this segment increased due primarily to the following:

•Lower fee income driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction.

•Lower net investment income, net of interest credited, driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction, partially offset by higher investment income on alternative investments.

•Amortization of deferred loss on business sold through reinsurance driven by the impact of the deferred loss recognized as part of the fourth quarter 2023 reinsurance transaction.

The increase in loss from operations was partially offset by lower benefits and policyholder liability remeasurement (gain) loss driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction.

For more information on the fourth quarter 2023 reinsurance transaction, see “Additional Information” below.

Additional Information

Effective October 1, 2023, we entered into reinsurance agreements with Fortitude Reinsurance Company Ltd. to reinsure liabilities under certain blocks of in-force UL with secondary guarantees (“ULSG”) and MoneyGuard®. We expect an ongoing unfavorable impact to operating results in future quarters of approximately $25 million to $30 million per quarter as a result of this reinsurance transaction. See Note 7 for more information on the transaction, which improved our capital position and is expected to be accretive to ongoing free cash flow.

For information on interest rate spreads and interest rate risk, 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, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates may

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negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment” in our 2023 Form 10-K.

Insurance Premiums

Insurance premiums relate to traditional products and are a function of the rates priced into the product and insurance in force. Insurance in force, in turn, is driven by sales, persistency and mortality claims.

Fee Income

Details underlying fee income, sales, net flows, account balances and in-force face amount (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Fee Income
Cost of insurance assessments																					$	523					$	600
Expense assessments																					338						369
Surrender charges																					10						8
DFEL:
Deferrals																					(267)						(262)
Amortization																					68						61
Total fee income																					$	672					$	776

												For the Three Months Ended March 31,
																					2024						2023
Sales by Product
IUL/UL																					$	18					$	34
MoneyGuard®																					24						21
VUL																					23						30
Term																					19						30
Executive Benefits																					7						15
Total sales																					$	91					$	130
Net Flows
Deposits																					$	1,208					$	1,320
Withdrawals and deaths																					(467)						(468)
Net flows																					$	741					$	852
Policyholder Assessments																					$	1,370					$	1,366

 

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			As of March 31,
			2024						2023
Account Balances (1)
General account			$	21,399					$	32,008
Separate account			21,669						17,556
Total account balances			$	43,068					$	49,564
In-Force Face Amount
UL and other			$	365,507					$	364,101
Term insurance			720,745						715,495
Total in-force face amount			$	1,086,252					$	1,079,596
			For the Three Months Ended March 31,
			2024						2023
Average General Account Balances (1)			$	21,401					$	32,072

(1) Net of reinsurance ceded.

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 deferred front-end loads (“DFEL”). Cost of insurance and expense assessments are deducted from our policyholders’ account balances. These amounts are a function of the rates priced into the product and premiums received, face amount in force and account balances.

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:

•UL, IUL and VUL – first-year commissionable premiums plus 5% of excess premiums received;

•MoneyGuard® linked-benefit products – MoneyGuard (UL), 15% of total expected premium deposits, and MoneyGuard Market AdvantageSM (VUL), 150% of commissionable premiums;

•Executive Benefits – insurance and corporate-owned UL and VUL, first-year commissionable premiums plus 5% of excess premium received, and single premium bank-owned UL and VUL, 15% of single premium deposits; 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.

 

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Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real estate
and other, net of investment expenses																					$	476					$	598
Commercial mortgage loan prepayment and bond
make-whole premiums (1)																					–						2
Alternative investments (2)																					74						46
Surplus investments (3)																					31						41
Total net investment income																					$	581					$	687
Interest Credited																					$	294					$	328

(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.

A portion of the investment income earned for this segment is credited to policyholder accounts. Statutory reserves will typically grow at a faster rate than account balances because of reserve requirements. Investments allocated to this segment are based upon the statutory reserve liabilities and are affected by various reserve adjustments, including financing transactions providing relief from reserve requirements. These financing transactions lead to a transfer of investments 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 policyholders’ accounts. Investment income partially offsets the earnings effect of the associated growth of our policy reserves. 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.

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Benefits and Policyholder Remeasurement (Gain) Loss

Details underlying benefits and policyholder remeasurement (gain) loss (dollars in millions) were as follows:

						For the Three Months Ended March 31,
						2024									2023
Benefits and Policyholder Remeasurement (Gain) Loss
Death claims direct and assumed						$	1,568								$	1,468
Death claims ceded						(758)									(583)
Reserves released on death						(146)									(172)
Net death benefits						664									713
Change in secondary guarantee life insurance product
reserves						97									204
Change in MoneyGuard® reserves						142									121
Change in traditional product reserves						37									44
Other benefits (1)						47									57
Total benefits and policyholder remeasurement
(gain) loss						$	987								$	1,139
Death claims per $1,000 of in-force						2.44									2.65

(1) Includes primarily long-term care claims and life surrender benefits.

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, linked-benefit and term life insurance product reserves. These reserves are affected by changes in expected future trends of assessments and benefits causing remeasurements. Generally, we experience higher mortality in the first quarter of the year due to the seasonality of claims.

Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Commissions and Other Expenses
Commissions																					$	113					$	148
General and administrative expenses																					143						150
Expenses associated with reserve financing																					23						26
Taxes, licenses and fees																					38						40
Total expenses incurred																					317						364
DAC and VOBA deferrals																					(133)						(174)
Total expenses recognized before amortization																					184						190
DAC and VOBA amortization																					125						122
Other intangible amortization																					1						1
Total commissions and other expenses																					$	310					$	313
DAC and VOBA Deferrals
As a percentage of sales																					146.2		%				133.8		%

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Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable. For our interest-sensitive and traditional products, deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances.

RESULTS OF GROUP PROTECTION

Income (Loss) from Operations

Details underlying the results for Group Protection (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Operating Revenues
Insurance premiums																					$	1,285					$	1,251
Net investment income																					85						85
Other revenues (1)																					55						52
Total operating revenues																					1,425						1,388
Operating Expenses
Benefits																					1,030						1,037
Interest credited																					1						1
Policyholder liability remeasurement
(gain) loss																					(67)						(100)
Commissions and other expenses																					360						361
Total operating expenses																					1,324						1,299
Income (loss) from operations before taxes																					101						89
Federal income tax expense (benefit)																					21						18
Income (loss) from operations																					$	80					$	71

(1) Consists of revenue from third parties for administrative services performed, which has a corresponding partial offset in commissions and other expenses.

												For the Three Months Ended March 31,
																					2024						2023
Income (Loss) from Operations by Product Line
Life																					$	9					$	(3)
Disability																					73						77
Dental																					(2)						(3)
Income (loss) from operations																					$	80					$	71

Comparison of the Three Months Ended March 31, 2024 to 2023

Income from operations for this segment increased due primarily to higher insurance premiums due to growth in business in force.

The increase in income from operations was partially offset by higher total benefits and policyholder liability remeasurement (gain) loss driven by higher claim experience in our disability business.

Additional Information

For information about the effect of the loss ratio sensitivity on our income (loss) from operations, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Group Protection – Additional Information” in our 2023 Form 10-K.

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For information on the effects of current interest rates on our long-term disability claim reserves, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Effect of Interest Rate Sensitivity” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” in our 2023 Form 10-K.

Insurance Premiums

Details underlying insurance premiums (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Insurance Premiums by Product Line
Life																					$	499					$	480
Disability																					740						725
Dental																					46						46
Total insurance premiums																					$	1,285					$	1,251
Sales by Product Line
Life																					$	85					$	82
Disability																					51						40
Dental																					8						6
Total sales																					$	144					$	128

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 policyholders and new coverages sold to existing policyholders. 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 investments. Details underlying net investment income (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real estate
and other, net of investment expenses																					$	68					$	67
Surplus investments (2)																					17						18
Total net investment income																					$	85					$	85

(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.

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Benefits, Interest Credited and Policyholder Liability Remeasurement (Gain) Loss

Details underlying benefits, interest credited, policyholder liability remeasurement (gain) loss (in millions) and loss ratios by product line were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Benefits, Interest Credited and Policyholder
Liability Remeasurement (Gain) Loss by
Product Line
Life																					$	380					$	386
Disability																					549						517
Dental																					35						35
Total benefits, interest credited and policyholder
liability remeasurement (gain) loss																					$	964					$	938
Loss Ratios by Product Line
Life																					76.1		%				80.4		%
Disability																					74.2		%				71.4		%
Dental																					76.5		%				76.4		%
Total																					75.0		%				75.0		%

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. For additional information on our loss ratios, see “Additional Information” above.

Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Commissions and Other Expenses
Commissions																					$	109					$	106
General and administrative expenses																					209						212
Taxes, licenses and fees																					37						36
Total expenses incurred																					355						354
DAC deferrals																					(29)						(25)
Total expenses recognized before amortization																					326						329
DAC amortization																					26						23
Other intangible amortization																					8						9
Total commissions and other expenses																					$	360					$	361
DAC Deferrals
As a percentage of insurance premiums																					2.3		%				2.0		%

Commissions and other expenses 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 on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain broker commissions that vary with and are related to paid premiums are expensed as incurred rather than deferred and amortized.

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RESULTS OF RETIREMENT PLAN SERVICES

Income (Loss) from Operations

Details underlying the results for Retirement Plan Services (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Operating Revenues
Fee income			$	70					$	64
Net investment income			244						255
Other revenues (1)			8						9
Total operating revenues			322						328
Operating Expenses
Interest credited			166						167
Commissions and other expenses			115						110
Total operating expenses			281						277
Income (loss) from operations before taxes			41						51
Federal income tax expense (benefit)			5						8
Income (loss) from operations			$	36					$	43

(1) Consists primarily of mutual fund account program revenues from mid to large employers.

Comparison of the Three Months Ended March 31, 2024 to 2023

Income from operations for this segment decreased due primarily to the following:

•Lower net investment income driven by lower average fixed account balances.

•Higher commissions and other expenses driven by higher variable account balances and growth in business.

The decrease in income from operations was partially offset by higher fee income driven by higher variable account balances and growth in business.

Additional Information

Net flows in this business fluctuate based on the timing of larger plans being implemented 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 balances caused by plan sponsor terminations and participant withdrawals. These outflows as a percentage of average account balances were 13% and 12% for the three months ended March 31, 2024 and 2023, 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 balances was 14% and 16% as of March 31, 2024 and 2023, respectively. Due to this 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 crediting 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 interest rate risk, 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, impacting our profitability, and make it more challenging to meet certain

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statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment ” in our 2023 Form 10-K.

Fee Income

Details underlying fee income (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Fee Income
Annuity expense assessments			$	51					$	47
Mutual fund fees			18						17
Total expense assessments			69						64
Surrender charges			1						–
Total fee income			$	70					$	64

Our fee income is primarily composed of expense assessments that we charge to cover insurance and administrative expenses, and mutual fund fees earned for services we provide to our mutual fund programs. Fee income is primarily based on average account balances, both fixed and variable, which are driven by net flows and the equity markets. Fee income is also driven by non-account balance-related items such as participant counts. We may collect surrender charges when our fixed and variable annuity policyholders 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 and interest credited (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real estate
and other, net of investment expenses			$	226					$	237
Commercial mortgage loan prepayment and
bond make-whole premiums (1)			1						–
Surplus investments (2)			17						18
Total net investment income			$	244					$	255
Interest Credited			$	166					$	167

(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.

A portion of our investment income earned is credited to the policyholders 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 policyholders’ 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

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to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends.

Account Balances

Details underlying account balances (dollars in millions) were as follows:

			As of or For the Three Months Ended March 31,
			2024						2023
Variable Account Balance Information (1)
Variable annuity deposits			$	551					$	535
Variable annuity net flows			(177)						(44)
Variable annuity account balances			20,958						17,754
Average daily variable annuity account balances			20,132						17,525
Average daily S&P 500® Index (2)			4,996						3,998
Fixed Account Balance Information (3)
Fixed annuity deposits			$	790					$	701
Fixed annuity net flows			(413)						(412)
Fixed annuity account balances			23,586						24,994
Average fixed account balances			23,655						25,057
Mutual Fund Account Balance Information
Mutual fund deposits			$	2,461					$	1,973
Mutual fund net flows			981						991
Mutual fund account balances (4)			62,268						50,231

(1) Excludes the fixed portion of variable annuities.

(2) We generally use the S&P 500 Index as a benchmark for the performance of our variable account balances. The account balances 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 the S&P 500 Index performance.

(3) Includes the fixed portion of variable annuities.

(4) Mutual funds are not included in the separate accounts reported on the Consolidated Balance Sheets as we do not have any ownership interest in them.

			For the Three Months Ended March 31,
			2024						2023
Net Flows By Market
Small market			$	(32)					$	148
Mid – large market			847						711
Multi-Fund® and other			(424)						(324)
Total net flows			$	391					$	535

For more information on account balances, see Notes 9 and 10.

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Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Commissions and Other Expenses
Commissions:
Deferrable			$	1					$	1
Non-deferrable			22						20
General and administrative expenses			86						83
Taxes, licenses and fees			6						6
Total expenses incurred			115						110
DAC deferrals			(5)						(5)
Total expenses recognized before amortization			110						105
DAC amortization			5						5
Total commissions and other expenses			$	115					$	110
DAC Deferrals
As a percentage of annuity sales/deposits			0.4%						0.4%

Commissions and other expenses 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 on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain types of commissions, such as trail commissions that are based on account balances, are expensed as incurred rather than deferred and amortized. Distribution expenses associated with the sale of mutual fund products are expensed as incurred.

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RESULTS OF OTHER OPERATIONS

Income (Loss) from Operations

Details underlying the results for Other Operations (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Operating Revenues
Insurance premiums (1)			$	2					$	5
Net investment income (2)			16						35
Amortization of deferred gain (loss) on
business sold through reinsurance			2						–
Other revenues			7						3
Total operating revenues			27						43
Operating Expenses
Benefits			6						20
Interest credited			9						10
Policyholder liability remeasurement (gain) loss			(1)						–
Other expenses			226						37
Interest and debt expense			81						83
Total operating expenses			321						150
Income (loss) from operations before taxes			(294)						(107)
Federal income tax expense (benefit)			(59)						(20)
Income (loss) from operations			$	(235)					$	(87)

(1) Includes our disability income business, which has a corresponding offset in benefits for changes in reserves.

(2) Includes our institutional pension business, which has a corresponding offset in premiums and benefits for changes in reserves.

Comparison of the Three Months Ended March 31, 2024 to 2023

Loss from operations for Other Operations increased due primarily to higher other expenses driven by a legal accrual in the first quarter of 2024 and severance expense associated with workforce reduction in the first quarter of 2024.

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 impairments decrease the recorded value of investments 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 investments 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 the 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.

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Other Expenses

Details underlying other expenses (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
General and administrative expenses:
Legal			$	114					$	(5)
Branding			12						13
Other (1)			103						31
Total general and administrative expenses			229						39
Taxes, licenses and fees (2)			(2)						(1)
Other (3)			(1)						(1)
Total other expenses			$	226					$	37

(1) Includes the portion of our deferred compensation plan expense attributable to participants’ selection of LNC stock as the measure for their investment return, expenses that are corporate in nature including charitable contributions and other expenses not allocated to our business segments.

(2) Includes state guaranty funds assessments to cover losses to policyholders of insolvent or rehabilitated insurance companies. Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states.

(3) Consists primarily 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 access to a financing facility and issuance of letters of credit.

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 “Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Debt” below.

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CONSOLIDATED INVESTMENTS

Details underlying our consolidated investment balances (in millions) were as follows:

															Percentage of
															Total Investments
			As of March 31,						As of December 31,						As of March 31,						As of December 31,
			2024						2023						2024						2023
Investments
Fixed maturity AFS securities			$	87,764					$	88,738					69.8		%				71.4		%
Trading securities			2,227						2,359						1.8		%				1.9		%
Equity securities			319						306						0.2		%				0.2		%
Mortgage loans on real estate			19,266						18,963						15.3		%				15.3		%
Policy loans			2,476						2,476						2.0		%				2.0		%
Derivative investments			8,394						6,474						6.7		%				5.2		%
Alternative investments			3,480						3,377						2.8		%				2.7		%
Other investments			1,776						1,638						1.4		%				1.3		%
Total investments			$	125,702					$	124,331					100.0		%				100.0		%

Investment Objective

Investments 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 “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K.

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.

Fixed Maturity and Equity Securities Portfolios

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 fixed maturity AFS securities in Note 3; however, the categories below represent a more detailed breakout of the fixed maturity AFS portfolio. Therefore, the investment classifications listed below do not agree to the investment categories provided in Note 3.

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			As of March 31, 2024
			Net																								%
			Amortized						Gross Unrealized												Fair						Fair
			Cost (1)						Gains						Losses						Value						Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services			$	14,449					$	107					$	1,467					$	13,089					14.9		%
Basic industry			3,494						45						360						3,179						3.6		%
Capital goods			6,197						60						698						5,559						6.3		%
Communications			3,400						52						414						3,038						3.5		%
Consumer cyclical			5,799						47						542						5,304						6.0		%
Consumer non-cyclical			15,478						141						2,097						13,522						15.5		%
Energy			3,313						27						335						3,005						3.4		%
Technology			5,009						22						572						4,459						5.1		%
Transportation			3,443						25						350						3,118						3.6		%
Industrial other			2,362						6						392						1,976						2.3		%
Utilities			12,602						90						1,638						11,054						12.6		%
Government-related entities			1,412						18						200						1,230						1.4		%
Collateralized mortgage and other obligations (“CMOs”):
Agency backed			1,235						2						163						1,074						1.2		%
Non-agency backed			329						18						10						337						0.4		%
Mortgage pass through securities (“MPTS”):
Agency backed			392						–						44						348						0.4		%
Commercial mortgage-backed securities (“CMBS”):
Agency backed			2						–						–						2						—		%
Non-agency backed			1,656						4						178						1,482						1.7		%
Asset-backed securities (“ABS”):
Collateralized loan obligations (“CLOs”)			8,385						17						412						7,990						9.1		%
Credit card			112						6						1						117						0.1		%
Home equity			171						27						2						196						0.2		%
Other			4,231						21						206						4,046						4.6		%
Municipals:
Taxable			3,064						46						398						2,712						3.1		%
Tax-exempt			33						–						2						31						0.0		%
Government:
United States			422						4						35						391						0.4		%
Foreign			304						12						53						263						0.3		%
Hybrid and redeemable preferred securities			231						23						12						242						0.3		%
Total fixed maturity AFS securities			97,525						820						10,581						87,764						100.0		%
Trading Securities (2)			2,379						43						195						2,227
Equity Securities			343						7						31						319
Total fixed maturity AFS, trading and equity securities			$	100,247					$	870					$	10,807					$	90,310

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			As of December 31, 2023
			Net																								%
			Amortized						Gross Unrealized												Fair						Fair
			Cost (1)						Gains						Losses						Value						Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services			$	14,767					$	133					$	1,412					$	13,488					15.2		%
Basic industry			3,426						58						325						3,159						3.6		%
Capital goods			6,143						83						591						5,635						6.4		%
Communications			3,509						63						375						3,197						3.6		%
Consumer cyclical			5,660						60						495						5,225						5.9		%
Consumer non-cyclical			15,356						196						1,908						13,644						15.4		%
Energy			3,331						38						309						3,060						3.4		%
Technology			4,994						32						500						4,526						5.1		%
Transportation			3,487						35						317						3,205						3.6		%
Industrial other			2,296						7						370						1,933						2.2		%
Utilities			12,683						121						1,484						11,320						12.8		%
Government-related entities			1,425						26						186						1,265						1.4		%
CMOs:
Agency backed			1,245						8						149						1,104						1.2		%
Non-agency backed			332						19						10						341						0.4		%
MPTS:
Agency backed			365						1						38						328						0.4		%
CMBS:
Agency backed			2						–						–						2						0.0		%
Non-agency backed			1,620						5						203						1,422						1.6		%
ABS:
CLOs			8,452						9						389						8,072						9.1		%
Credit card			113						7						1						119						0.1		%
Home equity			175						28						2						201						0.2		%
Other			3,954						18						193						3,779						4.3		%
Municipals:
Taxable			3,072						100						415						2,757						3.1		%
Tax-exempt			34						1						2						33						0.0		%
Government:
United States			416						6						29						393						0.4		%
Foreign			314						16						47						283						0.3		%
Hybrid and redeemable preferred securities			243						21						17						247						0.3		%
Total fixed maturity AFS securities			97,414						1,091						9,767						88,738						100.0		%
Trading Securities (2)			2,515						55						211						2,359
Equity Securities			340						8						42						306
Total fixed maturity AFS, trading and equity securities			$	100,269					$	1,154					$	10,020					$	91,403

(1) Represents amortized cost, net of the allowance for credit losses.

(2) Certain of our trading securities support our reinsurance funds withheld and modified coinsurance agreements and the investment results are passed directly to the reinsurers. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Fixed Maturity and Equity Securities Portfolios – Trading Securities” in our 2023 Form 10-K for more information.

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Fixed Maturity AFS Securities

In accordance with the fixed maturity 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 future contract benefits, policyholder account balances and deferred income taxes. Adjustments to each of these balances are charged or credited to accumulated other comprehensive income (loss) (“AOCI”). For instance, deferred income tax balances are 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:

												As of March 31, 2024																		As of December 31, 2023
						Rating Agency						Net																		Net
NAIC						Equivalent						Amortized						Fair						% of						Amortized						Fair						% of
Designation (1)						Designation (1)						Cost						Value						Total						Cost						Value						Total
Investment Grade Securities
1						AAA / AA / A						$	57,128					$	51,032					58.1		%				$	56,557					$	51,234					57.7		%
2						BBB						37,515						33,975						38.7		%				37,832						34,614						39.0		%
Total investment grade securities												94,643						85,007						96.8		%				94,389						85,848						96.7		%
Below Investment Grade Securities
3						BB						1,134						1,055						1.2		%				1,176						1,090						1.2		%
4						B						1,679						1,635						1.9		%				1,760						1,719						2.0		%
5						CCC and lower						66						63						0.1		%				86						78						0.1		%
6						In or near default						3						4						0.0		%				3						3						0.0		%
Total below investment grade securities												2,882						2,757						3.2		%				3,205						2,890						3.3		%
Total fixed maturity AFS securities												$	97,525					$	87,764					100.0		%				$	97,414					$	88,738					100.0		%

Total securities below investment
grade as a percentage of total
fixed maturity AFS securities												3.0		%				3.2		%										3.1		%				3.3		%

(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 Global Ratings (“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. The average credit quality was A- as of March 31, 2024.

Comparisons between the NAIC designations and rating agency designations are published by the NAIC. The NAIC assigns securities quality designations and uniform valuations, which are used by insurers when preparing their annual statements. The NAIC designations are similar to the rating agency designations of the Nationally Recognized Statistical Rating Organizations for marketable bonds. NAIC designations 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 designated NAIC 1 and 2 could be deemed below investment grade by the rating agencies as a result of the current risk-based capital (“RBC”) rules for residential mortgage-backed securities (“RMBS”) and CMBS for statutory reporting. NAIC designations 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 March 31, 2024, and December 31, 2023, 97% of the total fixed maturity AFS securities in an unrealized loss position were investment grade. Our gross unrealized losses recognized in OCI on fixed maturity AFS securities as of March 31, 2024, increased by $814 million since December 31, 2023. For the three months ended March 31, 2024, and the corresponding period in 2023, we recognized $61 million and $65 million of gross losses, respectively, on fixed maturity AFS securities, which were primarily related to portfolio rebalancing and sales driven by the regional banking crisis, respectively. For further information on our unrealized losses on

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fixed maturity AFS securities, see “Composition by Industry Categories of our Unrealized Losses on Fixed Maturity AFS Securities” below.

 

We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require a credit allowance. We do not believe the unrealized loss position as of March 31, 2024, required an impairment recognized in earnings 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 difference in the fair value compared to the amortized cost was due to factors other than credit loss. This conclusion is consistent with our asset-liability management process. Management considered 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 annuity contracts and life insurance policies;

•The capital risk limits approved by management; and

•Our current financial condition and liquidity demands.

We recognized $(2) million of credit loss benefit (expense) on our fixed maturity AFS securities for the three months ended March 31, 2024, and $(17) million for the corresponding period in 2023. In order to determine the amount of credit loss, we calculated the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover. To determine the recoverability, we considered the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

•Historical and implied volatility of the security;

•The 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.

For information on credit loss impairment on fixed maturity AFS securities, see Notes 1, 3 and 17 herein.

As reported on the Consolidated Balance Sheets, we had $134.2 billion of liabilities for future obligations under insurance policies and contracts, net of amounts recoverable from reinsurers, which exceeded investments and cash and invested cash, which totaled $129.8 billion as of March 31, 2024. 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 $16.9 billion as of March 31, 2024, 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. For additional information, see “Liquidity and Capital Resources” below.

As of March 31, 2024, and December 31, 2023, the estimated fair value for all private placement securities was $20.3 billion and $20.6 billion, respectively, representing 16% and 17% of total investments, respectively.

Mortgage-Backed Securities (Included in Fixed Maturity AFS and Trading Securities)

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Mortgage-Backed Securities” in our 2023 Form 10-K for a discussion of our mortgage-backed securities.

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The market value of fixed maturity AFS and trading securities backed by subprime loans was $172 million and represented less than 1% of our total investment portfolio as of March 31, 2024. Fixed maturity AFS securities represented $165 million, or 96%, and trading securities represented $7 million, or 4%, of the subprime exposure as of March 31, 2024. The table below summarizes our investments in fixed maturity AFS securities backed by pools of residential mortgages (in millions) as of March 31, 2024:

			Agency												Prime												Alt-A												Subprime/ Option ARM (1)												Total
			Net Amortized Cost						Fair Value						Net Amortized Cost						Fair Value						Net Amortized Cost						Fair Value						Net Amortized Cost						Fair Value						Net Amortized Cost						Fair Value
Type
RMBS			$	1,627					$	1,422					$	183					$	178					$	54					$	59					$	93					$	100					$	1,957					$	1,759
ABS home equity			–						–						16						16						12						19						142						161						170						196
Total by type (2)(3)			$	1,627					$	1,422					$	199					$	194					$	66					$	78					$	235					$	261					$	2,127					$	1,955
Rating
AAA			$	–					$	–					$	97					$	94					$	2					$	1					$	6					$	6					$	105					$	101
AA			1,627						1,422						8						8						1						1						–						–						1,636						1,431
A			–						–						5						5						1						1						5						5						11						11
BBB			–						–						32						28						13						20						6						6						51						54
BB and below			–						–						57						59						49						55						218						244						324						358
Total by rating (2)(3)(4)			$	1,627					$	1,422					$	199					$	194					$	66					$	78					$	235					$	261					$	2,127					$	1,955
Origination Year
2014 and prior			$	377					$	358					$	73					$	74					$	66					$	78					$	235					$	261					$	751					$	771
2015			130						114						15						14						–						–						–						–						145						128
2016			382						314						–						–						–						–						–						–						382						314
2017			157						133						–						–						–						–						–						–						157						133
2018			146						134						–						–						–						–						–						–						146						134
2019			153						122						–						–						–						–						–						–						153						122
2020			72						60						3						3						–						–						–						–						75						63
2021			125						105						26						23						–						–						–						–						151						128
2022			58						56						60						58						–						–						–						–						118						114
2023			27						26						17						17						–						–						–						–						44						43
2024			–						–						5						5						–						–						–						–						5						5
Total by origination year (2)(3)			$	1,627					$	1,422					$	199					$	194					$	66					$	78					$	235					$	261					$	2,127					$	1,955

Total fixed maturity AFS securities backed by pools of
residential mortgages as a percentage of total fixed maturity AFS securities																																																			2.2		%				2.2		%
Total prime, Alt-A and subprime/option ARM as a percentage of total fixed maturity AFS securities																																																			0.5		%				0.6		%

(1) Includes the net amortized cost and fair value of option adjustable rate mortgages (“ARM”) within RMBS, totaling $89 million and $96 million, respectively.

(2) Does not include the amortized cost of trading securities totaling $61 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $61 million in trading securities consisted of $53 million prime and $8 million subprime.

(3) Does not include the fair value of trading securities totaling $50 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $50 million in trading securities consisted of $43 million prime and $7 million subprime.

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(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 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.

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 investment portfolio.

The following summarizes our investments in fixed maturity AFS securities backed by pools of commercial mortgages (in millions) as of March 31, 2024:

			Multiple Property												Single Property												Total
			Net Amortized Cost						Fair Value						Net Amortized Cost						Fair Value						Net Amortized Cost						Fair Value
Type
CMBS (1)(2)			$	1,591					$	1,427					$	67					$	57					$	1,658					$	1,484
Rating
AAA			$	1,097					$	1,006					$	16					$	15					$	1,113					$	1,021
AA			490						417						48						39						538						456
A			4						4						3						3						7						7
Total by rating (1)(2)(3)			$	1,591					$	1,427					$	67					$	57					$	1,658					$	1,484
Origination Year
2014 and prior			$	26					$	25					$	7					$	6					$	33					$	31
2015			26						25						–						–						26						25
2016			72						66						–						–						72						66
2017			198						186						1						1						199						187
2018			141						134						–						–						141						134
2019			323						291						–						–						323						291
2020			254						210						–						–						254						210
2021			247						199						3						3						250						202
2022			158						144						39						31						197						175
2023			118						119						13						12						131						131
2024			28						28						4						4						32						32
Total by origination year (1)(2)			$	1,591					$	1,427					$	67					$	57					$	1,658					$	1,484

Total fixed maturity AFS securities backed by pools of
commercial mortgages as a percentage of total fixed maturity AFS securities																											1.7		%				1.7		%

(1) Does not include the amortized cost of trading securities totaling $125 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $125 million in trading securities consisted of $85 million of multiple property CMBS and $40 million of single property CMBS.

(2) Does not include the fair value of trading securities totaling $108 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $108 million in trading securities consisted of $74 million of multiple property CMBS and $34 million of single property 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.

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Composition by Industry Categories of our Unrealized Losses on Fixed Maturity 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.

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The composition by industry categories of all fixed maturity AFS securities in an unrealized loss position (in millions) as of March 31, 2024, was as follows:

			Net Amortized Cost						%  Net Amortized Cost						Gross Unrealized Losses						% Gross Unrealized Losses						Fair Value						% Fair Value
Electric			$	7,433					9.1		%				$	1,119					10.6		%				$	6,314					8.9		%
Healthcare			6,008						7.4		%				1,104						10.4		%				4,904						6.9		%
ABS			8,309						10.2		%				592						5.6		%				7,717						10.9		%
Technology			4,353						5.3		%				572						5.4		%				3,781						5.4		%
Food and beverage			3,682						4.5		%				516						4.9		%				3,166						4.5		%
Banking			5,374						6.6		%				483						4.6		%				4,891						6.9		%
Local authorities			2,223						2.7		%				405						3.8		%				1,818						2.6		%
Industrial – other			2,106						2.6		%				398						3.8		%				1,708						2.4		%
Diversified manufacturing			2,290						2.8		%				296						2.8		%				1,994						2.8		%
Pharmaceuticals			2,285						2.8		%				284						2.7		%				2,001						2.8		%
Natural gas			1,669						2.0		%				261						2.5		%				1,408						2.0		%
Brokerage asset management			1,709						2.1		%				247						2.3		%				1,462						2.1		%
Chemicals			1,958						2.4		%				236						2.2		%				1,722						2.4		%
Transportation services			2,061						2.5		%				230						2.2		%				1,831						2.6		%
Retail			1,647						2.0		%				230						2.2		%				1,417						2.0		%
Life insurance			1,275						1.6		%				202						1.9		%				1,073						1.5		%
Property and casualty			1,388						1.7		%				200						1.9		%				1,188						1.7		%
Aerospace and defense			1,319						1.6		%				191						1.8		%				1,128						1.6		%
Non-agency CMBS			1,464						1.8		%				177						1.7		%				1,287						1.8		%
Utility – other			1,125						1.4		%				170						1.6		%				955						1.3		%
Consumer products			1,100						1.4		%				157						1.5		%				943						1.3		%
Midstream			1,515						1.9		%				153						1.4		%				1,362						1.9		%
Government sponsored			483						0.6		%				129						1.2		%				354						0.5		%
Wirelines			876						1.1		%				128						1.2		%				748						1.1		%
Railroads			859						1.1		%				127						1.2		%				732						1.0		%
Automotive			1,504						1.8		%				123						1.2		%				1,381						1.9		%
Wireless			740						0.9		%				110						1.0		%				630						0.9		%
Integrated			680						0.9		%				107						1.0		%				573						0.8		%
Industries with unrealized losses
less than $100 million			13,990						17.2		%				1,634						15.4		%				12,356						17.5		%
Total by industry			$	81,425					100.0		%				$	10,581					100.0		%				$	70,844					100.0		%

Total by industry as a percentage of
total fixed maturity AFS securities			83.5		%										100.0		%										80.7		%

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 Mortgage Loans on Real Estate

The following tables summarize key information on mortgage loans on real estate (in millions):

			As of March 31, 2024
			Commercial						Residential						Total						%
Credit Quality Indicator
Current			$	17,348					$	1,927					$	19,275					99.5		%
Delinquent (1)			45						23						68						0.3		%
Foreclosure (2)			–						38						38						0.2		%
Total mortgage loans on real estate before allowance			17,393						1,988						19,381						100.0		%
Allowance for credit losses			(84)						(31)						(115)
Total mortgage loans on real estate			$	17,309					$	1,957					$	19,266

			As of December 31, 2023
			Commercial						Residential						Total						%
Credit Quality Indicator
Current			$	17,273					$	1,742					$	19,015					99.7		%
Delinquent (1)			–						21						21						0.1		%
Foreclosure (2)			–						41						41						0.2		%
Total mortgage loans on real estate before allowance			17,273						1,804						19,077						100.0		%
Allowance for credit losses			(86)						(28)						(114)
Total mortgage loans on real estate			$	17,187					$	1,776					$	18,963

(1) As of March 31, 2024, and December 31, 2023, 2 and no commercial mortgage loans and 36 and 34 residential mortgage loans, respectively, were delinquent.

(2) As of March 31, 2024, and December 31, 2023, no commercial mortgage loans and 82 residential mortgage loans, respectively, were in foreclosure.

As of March 31, 2024, there were 3 specifically identified impaired commercial mortgage loans on real estate with an aggregate carrying value of $2 million and 101 specifically identified impaired residential mortgage loans on real estate with an aggregate carrying value of $50 million. As of December 31, 2023, there were 3 specifically identified impaired commercial mortgage loans on real estate with an aggregate carrying value of $2 million and 99 specifically identified impaired residential mortgage loans on real estate with an aggregate carrying value of $47 million.

The total outstanding principal and interest on commercial mortgage loans on real estate that were two or more payments delinquent, excluding foreclosures, as of March 31, 2024, and December 31, 2023, was $62 million and less than $1 million, respectively. The total outstanding principal and interest on residential mortgage loans on real estate that were three or more payments delinquent, excluding foreclosures, as of March 31, 2024, and December 31, 2023, was $23 million and $20 million, respectively.

The carrying value of mortgage loans on real estate by business segment (in millions) was as follows:

			As of March 31, 2024						As of December 31, 2023
Segment
Annuities			$	7,637					$	7,362
Life Insurance			3,681						3,675
Group Protection			1,552						1,550
Retirement Plan Services			4,778						4,813
Other Operations			1,618						1,563
Total mortgage loans on real estate			$	19,266					$	18,963

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The composition of commercial mortgage loans (in millions) by property type, geographic region and state is shown below:

			As of March 31, 2024																		As of March 31, 2024
			Carrying Value						%												Carrying Value						%
Property Type															State
Apartment			$	5,538					32.1		%				CA						$	4,592					26.5		%
Industrial			4,672						27.0		%				TX						1,645						9.5		%
Office building			3,337						19.3		%				FL						1,015						5.9		%
Retail			2,691						15.5		%				NY						903						5.2		%
Other commercial			770						4.4		%				AZ						868						5.0		%
Mixed use			162						0.9		%				PA						784						4.5		%
Hotel/motel			139						0.8		%				WA						690						4.0		%
Total			$	17,309					100.0		%				MD						682						4.0		%
Geographic Region															GA						624						3.6		%
Pacific			5,608						32.4		%				TN						550						3.2		%
South Atlantic			3,677						21.2		%				NC						473						2.7		%
Middle Atlantic			2,066						11.9		%				NJ						379						2.2		%
West South Central			1,785						10.3		%				VA						379						2.2		%
Mountain			1,486						8.6		%				OH						372						2.1		%
East North Central			1,172						6.8		%				WI						352						2.0		%
East South Central			677						3.9		%				OR						325						1.9		%
West North Central			454						2.6		%				SC						300						1.7		%
New England			356						2.1		%				Non U.S.						28						0.2		%
Non U.S.			28						0.2		%				All other states						2,348						13.6		%
Total			$	17,309					100.0		%				Total						$	17,309					100.0		%

The following table shows the principal amount (in millions) of our commercial and residential mortgage loans by year in which the principal is contractually obligated to be repaid:

			As of March 31, 2024
			Commercial						Residential						Total						%
Principal Repayment Year
2024			$	751					$	22					$	773					4.0		%
2025			1,018						27						1,045						5.4		%
2026			1,395						27						1,422						7.4		%
2027			1,776						29						1,805						9.3		%
2028			2,146						30						2,176						11.2		%
2029 and thereafter			10,352						1,804						12,156						62.7		%
Total			$	17,438					$	1,939					$	19,377					100.0		%

See Note 3 for information regarding our loan-to-value and debt-service coverage ratios and our allowance for credit losses

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Alternative Investments

Investment income (loss) on alternative investments by business segment (in millions) was as follows:

			For the Three Months Ended March 31,
			2024						2023
Annuities			$	2					$	3
Life Insurance			74						46
Group Protection			1						2
Retirement Plan Services			1						2
Total (1)			$	78					$	53

(1) Includes net investment income on the alternative investments supporting the required statutory surplus of our insurance businesses.

As of March 31, 2024, and December 31, 2023, alternative investments included investments in 358 and 352 different partnerships, respectively, and the portfolio represented approximately 3% of total investments. 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 the Consolidated Balance Sheets.

Non-Income Producing Investments

As of March 31, 2024, and December 31, 2023, the carrying amount of fixed maturity securities, mortgage loans on real estate and real estate that were non-income producing was $113 million and $79 million, respectively.

Net Investment Income

Details underlying net investment income (in millions) and our investment yield were as follows:

			For the Three Months Ended March 31,
			2024						2023
Net Investment Income
Fixed maturity AFS securities			$	1,051					$	1,205
Trading securities			32						44
Equity securities			4						3
Mortgage loans on real estate			196						180
Policy loans			25						27
Cash and invested cash			37						26
Commercial mortgage loan prepayment
and bond make-whole premiums (1)			2						3
Alternative investments (2)			78						53
Consent fees			–						1
Other investments			15						(1)
Investment income			1,440						1,541
Investment expense			(94)						(75)
Net investment income			$	1,346					$	1,466

(1) See “Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) See “Alternative Investments” above for additional information.

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			For the Three Months Ended March 31,
			2024						2023
Interest Rate Yield
Fixed maturity AFS securities, mortgage loans on
real estate and other, net of investment expenses			4.00		%				4.03		%
Commercial mortgage loan prepayment and
bond make-whole premiums			0.00		%				0.01		%
Alternative investments			0.26		%				0.15		%
Net investment income yield on invested assets			4.26		%				4.19		%

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 balances, 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.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

Liquidity

Liquidity refers to our ability to generate adequate amounts of cash from our normal operations to meet cash requirements with a prudent margin of safety. Our ability to generate and maintain sufficient liquidity depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below.

When considering our liquidity, 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 is largely dependent upon the dividend capacity of its insurance subsidiaries as well as their ability to advance or repay funds to it through inter-company borrowing arrangements, which may be affected by factors influencing the insurance subsidiaries’ RBC and statutory earnings performance. Based on the sources of liquidity available to us as discussed below, we currently expect to be able to meet the holding company’s ongoing cash needs.

Capital

Capital refers to our long-term financial resources to support the operations of our businesses, to fund long-term growth strategies and to support our operations during adverse conditions. Our ability to generate and maintain sufficient capital depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below. Disruptions, uncertainty or volatility in the capital and credit markets may materially affect our business operations and results of operations and may adversely affect our insurance subsidiaries’ statutory surplus and RBC ratio.

Reductions to our subsidiaries’ statutory surplus and/or RBC ratio may cause them to retain more capital, which may pressure their ability to pay dividends to LNC, which may lead us to take steps to preserve or raise additional capital. We believe we have appropriate capital to operate our business in accordance with our strategy. For more information, see “Subsidiaries’ Capital” below.

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” in our 2023 Form 10-K and “Forward-Looking Statements – Cautionary Language” above.

Consolidated Sources and Uses of Liquidity and Capital

Our primary sources of liquidity and capital are insurance premiums and fees, investment income, maturities and sales of investments, issuance of debt or other types of securities and policyholder deposits. We also have access to alternative sources of liquidity as discussed below. Our primary uses are to pay policy claims and benefits, to fund commissions and other general operating expenses, to purchase investments, to fund policy surrenders and withdrawals, to pay dividends to our common and preferred stockholders, to repurchase our common stock and to repay debt. Our operating activities provided (used) cash of $(1.3) billion and $(774) million for the three months ended March 31, 2024 and 2023, respectively.

Holding Company Sources and Uses of Liquidity and Capital

The primary sources of liquidity and capital at the holding company level are 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 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. These sources support the general corporate needs of the holding company, including its common and preferred stock dividends, common stock repurchases, interest and debt service, funding of callable securities, acquisitions and investment in core businesses.

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Details underlying the primary sources of the holding company’s liquidity (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Dividends from Subsidiaries
LNL																					$	180					$	105
Lincoln National Reinsurance Company (Barbados) Limited																					–						100
Total dividends from subsidiaries																					$	180					$	205
Interest from Subsidiaries
Interest on inter-company notes																					$	40					$	36

The table above focuses on significant and recurring cash flow items and excludes the effects of certain financing activities, including the periodic issuance and retirement of debt, issuance of preferred stock, cash flows related to our inter-company cash management program and certain investing activities, including capital contributions to subsidiaries. These activities are 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 and employee stock exercise activity related to our stock-based incentive compensation plans. See “Part IV – Item 15(a)(2) Financial Statement Schedules – Schedule II – Condensed Financial Information of Registrant” in our 2023 Form 10-K for the holding company cash flow statement. For information regarding limits on the dividends that our insurance subsidiaries may pay without prior approval, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Restrictions on Subsidiaries’ Dividends” in our 2023 Form 10-K.

Subsidiaries’ Capital

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 will affect their RBC ratios and dividend-paying capacity. For additional information on RBC ratios, see “Part I – Item 1. Business – Regulatory – Insurance Regulation – Risk-Based Capital” in our 2023 Form 10-K.

Our insurance subsidiaries’ regulatory capital levels are affected by statutory accounting rules, which are subject to change by each applicable insurance regulator. For instance, our 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 XXXVIII (“AG38”), respectively. Our insurance subsidiaries employ strategies to reduce the strain caused by XXX and AG38 by reinsuring the business to reinsurance captives or reinsurance subsidiaries. Our captive reinsurance and reinsurance subsidiaries provide a mechanism for financing a portion of the excess reserve amounts in a more efficient manner and free up capital the insurance subsidiaries can use for any number of purposes, including paying dividends to the holding company. 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 March 31, 2024, was $1.8 billion of long-dated LOCs issued to support inter-company reinsurance agreements for UL products containing secondary guarantees. For information on the LOCs, see the credit facilities table in Note 14 in our 2023 Form 10-K. Our captive reinsurance and reinsurance subsidiaries have also issued long-term notes of $3.8 billion to finance a portion of the excess reserves associated with our term and UL products with secondary guarantees as of March 31, 2024; of this amount, $3.1 billion involve exposure to variable interest entities. For information on these long-term notes issued by our captive reinsurance and reinsurance subsidiaries, see Note 5 in our 2023 Form 10-K. 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.

Statutory reserves established for variable annuity guaranteed benefit riders are sensitive to changes in the equity markets and interest rates and are affected by the level of account balances 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. Our insurance subsidiaries’ cede a portion of the guaranteed benefit riders to Lincoln National Reinsurance Company (Barbados) Limited (“LNBAR”) through a modified coinsurance agreement. Our variable annuity hedge program mitigates the risk to LNBAR from guaranteed benefit riders and continues to focus on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. Market conditions greatly influence the ultimate capital required due to its effect on the valuation of reserves and supporting derivatives. In December 2022, LNC issued a long-term note to a non-affiliated variable interest

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entity in exchange for notes of like principal and duration classified as AFS securities. LNC contributed the securities to LNBAR to address asset value volatility based on market conditions. Under the current terms of the note facility, the maximum permissible principal amount of the note is $1.5 billion, the full amount of which was outstanding as of March 31, 2024. There are no impacts to the LNC Consolidated Balance Sheets based on the set-off right provided in the note facility. For more information, see Note 5 in our 2023 Form 10-K.

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 and variable universal life insurance 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 will 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 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.

Debt

Although our subsidiaries currently generate adequate cash flow to meet the needs of our normal operations, periodically LNC may issue debt to maintain ratings and increase liquidity, as well as to fund internal growth, acquisitions and the retirement of its debt.

Details underlying our debt activities (in millions) for the three months ended March 31, 2024, were as follows:

			Beginning Balance						Issuance						Maturities, Repayments and Refinancing						Change in Fair Value Hedges						Other Changes (1)						Ending Balance
Short-Term Debt
Current maturities of long-term debt (2)			$	250					$	–					$	(47)					$	–					$	300					$	503
Long-Term Debt
Senior notes			4,491						350						–						(17)						(306)						4,518
Subordinated notes (3)			995						–						–						–						–						995
Capital securities (3)			213						–						–						–						–						213
Total long-term debt			$	5,699					$	350					$	–					$	(17)					$	(306)					$	5,726

(1) Includes the 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) As of March 31, 2024, consisted of $203 million principal amount of our term loan due December 3, 2024 and $300 million principal amount of our 3.35% Senior Notes due March 9, 2025.

(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 subordinated notes and capital securities.

On March 14, 2024, we completed the issuance and sale of $350 million aggregate principal amount of our 5.852% Senior Notes due 2034. We used a portion of the net proceeds to fund the repayment of $47 million of our term loan due December 3, 2024. We intend to use the remaining net proceeds from the offering to fund the repayment of the Company’s 3.35% Senior Notes due 2025 on or prior to their maturity, and possible repurchases of other of our outstanding debt securities, as well as to pay fees and expenses in respect of the foregoing.

LNC made interest payments to service debt of $62 million and $72 million for the three months ended March 31, 2024 and 2023.

For additional information about our short-term and long-term debt and our credit facilities, see Note 14 in our 2023 Form 10-K.

 

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Preferred Stock

Details underlying preferred stock dividends paid (in millions) were as follows:

												For the Three Months Ended March 31,
																					2024						2023
Series C preferred stock dividends																					$	23					$	13
Series D preferred stock dividends																					11						12
Total preferred stock dividends																					$	34					$	25

For additional information, see Note 15.

Capital Contributions to Subsidiaries

LNC made capital contributions to subsidiaries of zero and $5 million for the three months ended March 31, 2024 and 2023.

Return of Capital to Common Stockholders

One of our 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 repurchases depends on key capital ratios, rating agency expectations, the generation of dividends from our subsidiaries and an evaluation of the costs and benefits associated with alternative uses of capital. For additional information regarding share repurchases, see “Part II – Item 2(c)” below.

Details underlying return of capital to common stockholders (in millions) were as follows:

			For the Three Months Ended March 31,
			2024						2023
Dividends to common stockholders			$	76					$	76
Total cash returned to common stockholders			$	76					$	76
Number of shares repurchased			–						–

Alternative Sources of Liquidity

Inter-Company Cash Management Program

To promote effective short-term cash management strategies, we utilize an inter-company cash management program between LNC and participating subsidiaries under which each entity can lend to or borrow from the holding company to meet short-term borrowing needs. As of March 31, 2024, the holding company had a net receivable of $648 million due from certain subsidiaries in the inter-company cash

management program. Loans under the cash management program are permitted under applicable insurance laws subject to certain restrictions. For our Indiana-domiciled insurance subsidiary, 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 its most recent year end but may not lend any amounts to LNC.

Facility Agreement for Senior Notes Issuance

LNC entered into a facility agreement in 2020 with a Delaware trust that gives LNC the right over a 10-year period to issue, from time to time, up to $500 million of 2.330% Senior Notes to the trust in exchange for a corresponding amount of U.S. Treasury securities held by the trust. By agreeing to purchase the 2.330% Senior Notes in exchange for U.S. Treasury securities upon exercise of the issuance right, the trust will provide a source of liquid assets for the Company. The issuance right will be exercised automatically in full upon our failure to make certain payments to the trust, if the failure to pay is not cured within 30 days, or upon certain bankruptcy events involving LNC. We are also required to exercise the issuance right in full if our consolidated stockholders’ equity (excluding AOCI) falls below a

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minimum threshold (which was $2.75 billion as of March 31, 2024, and is subject to adjustment from time to time in certain cases) and upon certain other events described in the facility agreement. For additional information, see Note 14 in our 2023 Form 10-K.

 

Federal Home Loan Bank

Our primary insurance subsidiary, The Lincoln National Life Insurance Company (“LNL”), is a member of the Federal Home Loan Bank (“FHLB”) 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 or U.S. Treasury securities. Borrowings under this facility are subject to the FHLBI’s discretion and require the availability of qualifying assets at LNL. As of March 31, 2024, LNL had an estimated maximum borrowing capacity of $7.0 billion under the FHLBI facility and maximum available borrowing based on qualifying assets of $5.1 billion. As of March 31, 2024, LNL had outstanding borrowings of $2.9 billion under this facility reported within payables for collateral on investments on the Consolidated Balance Sheets. Lincoln Life & Annuity Company of New York (“LLANY”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”) with an estimated maximum borrowing capacity of $750 million. Borrowings under this facility are subject to the FHLBNY’s discretion and require the availability of qualifying assets at LLANY. As of March 31, 2024, LLANY had no outstanding borrowings under this facility. For additional information, see “Payables for Collateral on Investments” in Note 3.

Securities Lending Programs and Repurchase Agreements

Our insurance subsidiaries, by virtue of their general account fixed-income investment holdings, can access liquidity through securities lending programs and repurchase agreements. As of March 31, 2024, our insurance subsidiaries had securities pledged under securities lending agreements with a carrying value of $283 million. In addition, our insurance and reinsurance subsidiaries had access to $2.25 billion through committed repurchase agreements, of which $25 million was utilized as of March 31, 2024. The cash received in our securities lending programs and repurchase agreements is typically invested in cash and invested cash or fixed maturity AFS securities. For additional information, see “Payables for Collateral on Investments” in Note 3.

Collateral on Derivative Contracts

Our cash flows associated with collateral received from counterparties (when we are in a net collateral payable position) and posted with counterparties (when we are in a net collateral receivable position) change as the market value of the underlying derivative contract changes. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. As of March 31, 2024, we were in a net collateral payable position of $6.8 billion compared to $5.0 billion as of December 31, 2023. In the event of adverse changes in fair value of our derivative instruments, we may need to post collateral with a counterparty. If we do not have sufficient high-quality securities or cash and invested cash to provide as collateral, we have committed liquidity sources through facilities that can provide up to $1.25 billion of additional liquidity to help meet collateral needs. Access to such facilities is contingent upon interest rates having achieved certain threshold levels. In addition to these facilities, we have the facility agreement for senior notes issuance, the FHLB facilities and the repurchase agreements discussed above as well as the five-year revolving credit facility discussed in Note 14 in our 2023 Form 10-K to leverage that would be eligible for collateral posting. For additional information, see “Credit Risk” in Note 5.

 

Ratings

Financial Strength Ratings

See “Part I – Item 1. Business – Financial Strength Ratings” in our 2023 Form 10-K for information on our financial strength ratings.

Credit Ratings

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Ratings” in our 2023 Form 10-K for information on our credit ratings.

If our current financial strength ratings or credit 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 derivative 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 BBB+/Baa2 (S&P/Moody’s) as of March 31, 2024. 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 – 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” in our 2023 Form 10-K for more information.

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Item 3. 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. 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. For information on these market risks, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K.

Item 4. Controls and Procedures

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.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to the lawsuits captioned Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company, Iwanski v. First Penn-Pacific Life Insurance Company, TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York, each of which was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). On March 7, 2024, the parties in Glover entered into a settlement agreement, which is subject to court approval. The provisional settlement encompasses policies that are at issue in the Glover case, which also includes all policies that are at issue in Iwanski, TVPX ARS INC. and Vida. On March 8, 2024, the Glover plaintiffs filed a motion for preliminary approval of the provisional settlement by the court in respect of policies included in Glover and the related cases. The provisional settlement, which is subject to both preliminary and final approval of the court, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). A motion has been filed to stay the proceedings in the Iwanski and TVPX ARS INC. matters pending the completion of the settlement approval process in Glover. With respect to Vida, on March 29, 2024, the court issued its summary judgment decision in that matter, granting LLANY’s motion in part and denying it in part, and entering summary judgment against twenty-two policyholders that the court determined were not economically harmed. In addition, on April 12, 2024, LLANY filed a motion to stay proceedings in Vida pending the completion of the settlement approval process in Glover; oral argument has been scheduled for May 9, 2024.

Reference is made to In re: Lincoln National COI Litigation and In re: Lincoln National 2017 COI Rate Litigation, both previously disclosed in the 2023 Form 10-K. No additional opt-outs were received following the supplemental notice period, and settlement distribution payments to all class members were completed on April 8, 2024.

Donald C. Meade, et al v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, Randal Freitag (“Defendants”), No. 2:24-cv-01704, pending in the U.S. District Court for the Eastern District of Pennsylvania, is a putative class action that was filed on April 23, 2024. Plaintiff Donald

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C. Meade seeks to represent persons and entities that purchased or otherwise acquired Lincoln National securities between November 4, 2020, and November 2, 2022, inclusive. Plaintiff alleges claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and under SEC Rule 10b-5. Plaintiff alleges that, throughout the class period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations and prospects. Specifically, plaintiff alleges that Defendants failed to disclose to investors: (i) that the Company was experiencing a decline in its VUL business; (ii) that, as a result, the goodwill associated with the life insurance business was overstated; (iii) that, as a result, the Company’s policy lapse assumptions were outdated; (iv) that, as a result, the Company’s reserves were overstated; (v) that, as a result, the Company’s reported financial results and financial statements were misstated; and (vi) that, as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiff alleges that he and other putative class members thereby suffered loss and damage. We are vigorously defending this matter.

See Note 14 in “Part I – Item 1. Financial Statements” for further discussion regarding these matters and other contingencies.

Item 1A. Risk Factors

In addition to the factors set forth in “Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements – Cautionary Language,” you should carefully consider the risks described under “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K. Such risks and uncertainties 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following summarizes purchases of equity securities by the Company during the quarter ended March 31, 2024 (dollars in millions, except per share data):

(c) Total Number

(d) Approximate Dollar

(a) Total

of Shares

Value of Shares

Number

(b) Average

Purchased as Part of

that May Yet Be

of Shares

Price Paid

Publicly Announced

Purchased Under the

Period

Purchased

per Share

Plans or Programs (1)

Plans or Programs (1)

1/1/24 – 1/31/24

-

$

–

-

$

714

2/1/24 – 2/29/24

-

-

-

714

3/1/24 – 3/31/24

-

-

-

714

(1) On November 10, 2021, our Board of Directors authorized an increase in our securities repurchase authorization, bringing the total aggregate repurchase authorization to $1.5 billion. As of March 31, 2024, our remaining security repurchase authorization was $714 million. The security repurchase authorization does not have an expiration date. The amount and timing of share repurchases 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 an accelerated share repurchase agreement or Rule 10b5-1 plan.

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2024, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The Exhibits included in this report are listed in the Exhibit Index beginning on page 114, which is incorporated herein by reference.

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LINCOLN NATIONAL CORPORATION

Exhibit Index for the Report on Form 10-Q

For the Quarter Ended March 31, 2024

4.1			Form of 5.852% Senior Notes due 2034 is incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 1-6028) filed with the Securities and Exchange Commission on March 14, 2024.
10.1			Form of Long-Term Incentive Award Program Performance Cycle (“PSA”) Agreement for CEO (effective February 2024).*
10.2			Form of Restricted Stock Unit (“RSU”) Award Agreement for CEO (effective February 2024).*
10.3			Form of PSA Agreement for Senior Management Committee (“SMC”) (other than CEO) (effective February 2024).*
10.4			Form of RSU Award Agreement for SMC (other than CEO) (effective February 2024).*
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			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.
32.2			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 – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* This exhibit is a management contract or compensatory plan or arrangement.

115

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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, thereunto duly authorized.

						LINCOLN NATIONAL CORPORATION
			By:			/s/ Christopher Neczypor
						Christopher Neczypor Executive Vice President and Chief Financial Officer
			By:			/s/ Adam Cohen
						Adam Cohen Senior Vice President, Chief Accounting Officer and Treasurer
Dated: May 2, 2024

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ATTACHMENTS / EXHIBITS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-31.1

EX-31.2

EX-32.1

EX-32.2

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

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