LNC 10-Q Quarter ended March 31, 2011

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2011

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.)

________________________

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company)

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x

As of May 2, 2011, there were 313,468,372 shares of the registrant’s common stock outstanding.

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Lincoln National Corporation

Table of Contents

Item					Page
PART I
1.	Financial Statements				1
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				50
		Forward-Looking Statements – Cautionary Language			51
		Introduction			52
		Executive Summary			52
		Critical Accounting Policies and Estimates			54
		Acquisitions and Dispositions			56
		Results of Consolidated Operations			57
		Results of Retirement Solutions			60
		Retirement Solutions – Annuities			61
		Retirement Solutions – Defined Contribution			68
		Results of Insurance Solutions			76
		Insurance Solutions – Life Insurance			76
		Insurance Solutions – Group Protection			83
		Results of Other Operations			86
		Realized Gain (Loss)			89
		Consolidated Investments			93
		Review of Consolidated Financial Condition			116
		Liquidity and Capital Resources			116
		Other Matters			120
		Other Factors Affecting Our Business			120
		Recent Accounting Pronouncements			120
3.	Quantitative and Qualitative Disclosures About Market Risk				120
PART II
1.	Legal Proceedings				124
2.	Unregistered Sales of Equity Securities and Use of Proceeds				124
6.	Exhibits				124
	Signatures				125
	Exhibit Index for the Report on Form 10-Q				E-1