LNC 10-K Annual Report Dec. 31, 2021 | Alphaminr
LINCOLN NATIONAL CORP
ALPHAMINR

LNC 10-K Fiscal year ended Dec. 31, 2021

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LINCOLN NATIONAL CORP
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TABLE OF CONTENTS
Part I Item 1AItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Master Transaction Agreement, dated as of January18, 2018, by and among The Lincoln National Life Insurance Company, for the limited purposes set forth therein, LNC, Liberty Mutual Insurance Company, Liberty Mutual Fire Insurance Company, for the limited purposes set forth therein, Liberty Mutual Group Inc., Protective Life Insurance Company and for the limited purposes set forth therein, Protective Life Corporation, is incorporated by reference to Exhibit 2.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January22, 2018.** 3.1 Restated Articles of Incorporation of LNC are incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August14, 2017. 3.2 Amended and Restated Bylaws of LNC (effective November 1, 2021) are incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August23, 2021. 3.3 Amended and Restated Bylaws of LNC (effective May 27, 2022) are incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 30, 2021. 4.2 First Supplemental Indenture, dated as of November1, 2006, to Indenture dated as of September15, 1994, is incorporated by reference to Exhibit 4.4 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2006. 4.4 Third Supplemental Junior Subordinated Indenture dated May17, 2006, to Junior Subordinated Indenture, dated as of May1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May17, 2006. 4.5 Fourth Supplemental Junior Subordinated Indenture, dated as of November1, 2006, to Junior Subordinated Indenture, dated May1, 1996, is incorporated by reference to Exhibit 4.9 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2006. 4.6 Fifth Supplemental Junior Subordinated Indenture, dated as of March13, 2007, to Junior Subordinated Indenture, dated May1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March13, 2007. 4.7 Sixth Supplemental Junior Subordinated Indenture, dated August 11, 2021, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.8 Seventh Supplemental Junior Subordinated Indenture, dated August 11, 2021, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.9 Senior Indenture, dated as of March10, 2009, between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.1 to LNCs Form S-3ASR (File No. 333-157822) filed with the SEC on March10, 2009. 4.10 First Supplemental Indenture, dated as of August18, 2020, to Senior Indenture dated as of March10, 2009 between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.4 to LNCs Form S-3ASR (File No. 333-249058) filed with the SEC on September25, 2020. 4.11 Junior Subordinated Indenture, dated as of March10, 2009, between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.3 to LNCs Form S-3ASR (File No. 333-157822) filed with the SEC on March10, 2009. 4.12 Subordinated Indenture, dated August 11, 2021, between LNC and The Bank of New York Mellon, as trustee, is incorporated by reference to Exhibit 4.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.13 First Supplemental Subordinated Indenture, dated August 11, 2021, to Subordinated Indenture dated August 11, 2021, is incorporated by reference to Exhibit 4.4 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.14 Second Supplemental Subordinated Indenture, dated August 11, 2021, to Subordinated Indenture dated August 11, 2021, is incorporated by reference to Exhibit 4.5 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.15 Form of 7.00% Capital Securities due 2066 of LNC is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May17, 2006. 4.16 Formof 6.15% Senior Notes due April6, 2036 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April7, 2006. 4.17 Form of 6.05% Capital Securities due 2067 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March13, 2007. 4.18 Form of 6.30% Senior Notes due 2037 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on October9, 2007. 4.19 Form of 7.00% Senior Notes due 2040 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on June18, 2010. 4.20 Form of 4.20% Senior Notes due 2022 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March29, 2012. 4.21 Form of 4.00% Senior Notes due 2023 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August16, 2013. 4.22 Form of 3.350% Senior Notes due 2025is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March10, 2015. 4.23 Form of 3.625% Senior Notes due 2026 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on December12, 2016. 4.24 Form of 4.00% Senior Notes due 2023 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February12, 2018. 4.25 Form of 3.800% Senior Notes due 2028 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February12, 2018. 4.26 Form of 4.350% Senior Notes due 2048 is incorporated by reference to Exhibit 4.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February12, 2018. 4.27 Form of 3.050% Senior Notes due 2030 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August19, 2019. 4.28 Form of 3.400% Senior Notes due 2031, incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May15, 2020. 4.29 Form of 4.375% Senior Notes due 2050, incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May15, 2020. 4.30 Form of Floating Rate Subordinated Note due 2066 is incorporated by reference to Exhibit 4.6 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.31 Form of Floating Rate Subordinated Note due 2067 is incorporated by reference to Exhibit 4.7 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.32 Description of Securities Registered Pursuant to Section 12 of the Exchange Act is incorporated by reference to Exhibit 4.25 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020. 10.1 LNC 2014 Incentive Compensation Plan (effective May22, 2014) is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May28, 2014.* 10.2 LNC 2009 Amended and Restated Incentive Compensation Plan (as amended and restated on May14, 2009) is incorporated by reference to Exhibit 4 to LNCs Proxy Statement (File No. 1-6028) filed with the SEC on April9, 2009.* 10.3 LNC Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 5 to LNCs Proxy Statement (File No. 1-6028) filed with the SEC on April4, 2007.* 10.4 Non-Qualified Stock Option Agreement for the LNC Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May10, 2007.* 10.5 Non-Employee Director Fees are incorporated by reference to Exhibit 10.5 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.6 Amended and Restated LNC Supplemental Retirement Plan is incorporated by reference to Exhibit 10.10 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2007.* 10.7 The Severance Plan for Officers of LNC (Amended and Restated effective as of February27, 2019) is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2019.* 10.8 Amendment No 1. to the Severance Plan for Officers of LNC, effective January1, 2020, is incorporated by reference to Exhibit 10.8 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2019.* 10.10 LNC Deferred Compensation and Supplemental/Excess Retirement Plan, as amended and restated effective January1, 2020, is incorporated by reference to Exhibit 10.10 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2019.* 10.11 Amendment No. 1 to the LNC Deferred Compensation and Supplemental/Excess Retirement Plan is incorporated by reference to Exhibit 10.11 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.13 Amendment No. 2 to the LNC 1993 Stock Plan for Non-Employee Directors (effective February1, 2006) is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January13, 2006.* 10.14 LNC Executives Severance Benefit Plan (effective August7, 2008) is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June30, 2008.* 10.15 Amendment No. 1 to the LNC Executives Severance Benefit Plan (effective November9, 2011) is incorporated by reference to Exhibit 10.22 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2011.* 10.16 Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.26 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2007.* 10.17 Amendment No. 1 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.17 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.18 Amendment No. 2 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.18 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.19 Amendment No. 3 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.19 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.20 Amendment No. 4 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.20 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.21 Amendment No. 5 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.21 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.22 LNC Deferred Compensation Plan for Non-Employee Directors, as amended and restated November5, 2008, is incorporated by reference to Exhibit 10.23 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2008.* 10.23 Form of Indemnification between LNC and each director is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September30, 2009.* 10.24 Form of Non-Qualified Stock Option Award Agreement is incorporated by Reference to Exhibit 10.35 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2012.* 10.25 Amendment #1 to the Form of Non-Qualified Stock Option Award Agreements, effective August13, 2014, is incorporated by reference to Exhibit 10.28 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2014.* 10.26 Amendment #2 to the Form of Non-Qualified Stock Option Award Agreements, effective August13, 2014, is incorporated by reference to Exhibit 10.29 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2014.* 10.27 Form of Nonqualified Stock Option Agreement under the LNC 2014 Incentive Compensation Plan is incorporated by Reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2015.* 10.28 Form of Restricted Stock Unit Award Agreement for Senior Management Committee (Other than CEO) is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2016.* 10.29 Form of Nonqualified Stock Option Award Agreement for Senior Management Committee (Other than CEO) is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2017.* 10.30 Form of Performance Cycle Agreement for Senior Management Committee (Other than CEO) is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2016.* 10.31 Form of Nonqualified Stock Option Agreement for CEO is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2020.* 10.32 Form of Long-Term Incentive Award Program Performance Cycle Agreement for CEO is incorporated by reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2020.* 10.33 Form of Restricted Stock Unit Award Agreement for CEO is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2020.* 10.34 Form of Nonqualified Stock Option Agreement for Senior Management Committee (SMC) is incorporated by reference to Exhibit 10.4 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2020.* 10.35 Form of Long-Term Incentive Award Program Performance Cycle Agreement for SMC (other than CEO) is incorporated by reference to Exhibit 10.5 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2020.* 10.36 Form of Restricted Stock Unit Award Agreement for SMC (other than CEO) is incorporated by reference to Exhibit 10.6 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March31, 2020.* 10.37 Lincoln National Corporation 2020 Incentive Compensation Plan, incorporated by reference to Exhibit 4.3 to LNCs Registration Statement on Form S-8 (File No. 333-239117) filed with the SEC on June12, 2020.* 10.38 LNC Domestic Relocation Policy Home Sale Assistance Plan, effective as of September6, 2007, is incorporated by reference to Exhibit 10.35 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2009.* 10.39 Stock and Asset Purchase Agreement by and among LNC, The Lincoln National Life Insurance Company, Lincoln National Reinsurance Company (Barbados) Limited and Swiss Re Life & Health America Inc. dated July27, 2001 is incorporated by reference to Exhibit 99.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August1, 2001. Omitted schedules and exhibits listed in the Agreement will be furnished to the SEC upon request. 10.40 Indemnity Reinsurance Agreement, dated as of January1, 1998, between Connecticut General Life Insurance Company and Lincoln Life & Annuity Company of New York is incorporated by reference to Exhibit 10.67 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2008.** 10.41 Coinsurance Agreement, dated as of October1, 1998, AETNA Life Insurance and Annuity Company and Lincoln Life & Annuity Company of New York is incorporated by reference to Exhibit 10.68 to LNCs Form 10-K (File No. 1-6028) for the year ended December31, 2008.** 10.42 Amended and Restated Credit Agreement, dated as of June 21, 2021, among LNC, as an Account Party and Guarantor, the Subsidiary Account Parties, as additional Account Parties, Bank of America, N.A. as administrative agent, and the other lenders named therein, is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on June 22, 2021. 10.43 Amendment to Amended and Restated Credit Agreement, entered into as of November 19, 2021, by and among LNC, as a borrower, the other Account Parties signatory thereto, Bank of America, N.A. as Administrative Agent, and BofA Securities, Inc., as Sustainability Coordinator, is filed herewith.** 21 Subsidiaries List. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 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.