LNC 10-Q Quarter ended Sept. 30, 2024

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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 nine months ended September 30, 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. Effective in the third quarter of 2024, we collapsed the amortization of deferred gain (loss) on business sold through reinsurance line item, reclassifying the deferred gain amortization to other revenues and presenting the amortization of deferred loss within commissions and other expenses. For prior periods, the amortization of deferred gain (loss) on business sold through reinsurance is presented on a net basis within other revenues.

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.

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Sale of Wealth Management Business

On May 6, 2024, we closed the previously announced sale of all of the ownership interests in the subsidiaries of the Company that comprise the Company’s wealth management business to Osaic Holdings, Inc., a Delaware corporation (“Osaic”), pursuant to the Stock Purchase Agreement entered into between LNC and Osaic on December 14, 2023 (the “Agreement”). Pursuant to the Agreement, the Company sold its ownership interests in the following subsidiaries: Lincoln Financial Securities Corporation, Lincoln Financial Advisors Corporation, California Fringe Benefit and Insurance Marketing Corporation, LFA, Limited Liability Company and LFA Management Corporation (collectively, the “Wealth Management Business”). We received $ 723 million in cash, inclusive of a post-closing adjustment during the third quarter of 2024, and recognized a $ 545 million pre-tax realized gain for the nine months ended September 30, 2024, net of transaction expenses. Transaction expenses for the three and nine months ended September 30, 2024, of $ 2 million and $ 37 million, respectively, were reported in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss). The sale provided approximately $ 650 million of statutory capital benefit. For more information, see Note 17 .

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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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 September 30, 2024
			Amortized Cost						Gross Unrealized												Allowance for Credit Losses						Fair Value
									Gains						Losses
Fixed maturity AFS securities:
Corporate bonds			$	76,437					$	1,035					$	7,221					$	17					$	70,234
U.S. government bonds			416						7						25						–						398
State and municipal bonds			2,848						52						333						–						2,567
Foreign government bonds			283						16						47						–						252
RMBS			2,009						36						156						7						1,882
CMBS			1,766						12						135						–						1,643
ABS			13,681						126						340						23						13,444
Hybrid and redeemable preferred securities			248						27						12						1						262
Total fixed maturity AFS securities			$	97,688					$	1,311					$	8,269					$	48					$	90,682

			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 September 30, 2024, were as follows:

			Amortized Cost						Fair Value
Due in one year or less			$	4,724					$	4,697
Due after one year through five years			17,756						17,435
Due after five years through ten years			13,742						13,028
Due after ten years			44,010						38,553
Subtotal			80,232						73,713
Structured securities (RMBS, CMBS, ABS)			17,456						16,969
Total fixed maturity AFS securities			$	97,688					$	90,682

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 September 30, 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			$	26,120					$	3,992					$	26,231					$	3,229					$	52,351					$	7,221
U.S. government bonds			38						2						223						23						261						25
State and municipal bonds			985						192						709						141						1,694						333
Foreign government bonds			49						18						100						29						149						47
RMBS			472						57						764						99						1,236						156
CMBS			731						66						515						69						1,246						135
ABS			2,871						119						3,898						221						6,769						340
Hybrid and redeemable
preferred securities			18						3						89						9						107						12
Total fixed maturity AFS securities			$	31,284					$	4,449					$	32,529					$	3,820					$	63,813					$	8,269
Total number of fixed maturity AFS securities in an unrealized loss position																																	6,458

			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 September 30, 2024, and December 31, 2023, we recognized $ 15 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 September 30, 2024
			Fair Value						Gross Unrealized Losses						Number of Securities (1)
Less than six months			$	700					$	254					294
Six months or greater, but less than nine months			80						35						42
Nine months or greater, but less than twelve months			1,658						639						367
Twelve months or greater			3,300						1,285						597
Total			$	5,738					$	2,213					1,300

			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 decreased by $ 1.5 billion for the nine months ended September 30, 2024. As discussed further below, we do not believe the unrealized loss position as of September 30, 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 September 30, 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 September 30, 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 September 30, 2024, and December 31, 2023, 96 % of the fair value of our corporate bond portfolio was rated investment grade. As of September 30, 2024, and December 31, 2023, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of $ 3.0 billion, and a fair value of $ 2.9 billion and $ 2.8 billion, respectively. Based upon the analysis discussed above, we believe that as of September 30, 2024, and December 31, 2023, we would have recovered the amortized cost of each corporate bond.

As of September 30, 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 September 30, 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 September 30, 2024
			Corporate Bonds						RMBS						ABS						Hybrids						Total
Balance as of beginning-of-period			$	13					$	6					$	19					$	1					$	39
Additions from purchases of PCD debt securities (1)			–						–						–						–						–
Additions for securities for which credit losses were
not previously recognized			6						–						1						–						7
Additions (reductions) for securities for which
credit losses were previously recognized			4						1						3						–						8
Reductions for disposed securities			( 1 )						–						–						–						( 1 )
Reductions for securities charged-off			( 5 )						–						–						–						( 5 )
Balance as of end-of-period (2)			$	17					$	7					$	23					$	1					$	48

			For the Nine Months Ended September 30, 2024
			Corporate Bonds						RMBS						ABS						Hybrids						Total
Balance as of beginning-of-year			$	8					$	6					$	4					$	1					$	19
Additions from purchases of PCD debt securities (1)			–						–						–						–						–
Additions for securities for which credit losses were
not previously recognized			8						–						15						–						23
Additions (reductions) for securities for which
credit losses were previously recognized			12						1						4						–						17
Reductions for disposed securities			–						–						–						–						–
Reductions for securities charged-off			( 11 )						–						–						–						( 11 )
Balance as of end-of-period (2)			$	17					$	7					$	23					$	1					$	48

			For the Three Months Ended September 30, 2023
			Corporate Bonds						RMBS						ABS						Hybrids						Total
Balance as of beginning-of-period			$	13					$	6					$	5					$	1					$	25
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			–						–						–						–						–
Reductions for securities charged-off			( 5 )						–						–						–						( 5 )
Balance as of end-of-period (2)			$	9					$	6					$	5					$	1					$	21

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			For the Nine Months Ended September 30, 2023
			Corporate Bonds						RMBS						ABS						Hybrids						Total
Balance as of beginning-of-year			$	9					$	7					$	5					$	1					$	22
Additions from purchases of PCD debt securities (1)			–						–						–						–						–
Additions for securities for which credit losses were																					.
not previously recognized			21						–						–						–						21
Additions (reductions) for securities for which
credit losses were previously recognized			( 2 )						( 1 )						–						–						( 3 )
Reductions for disposed securities			( 1 )						–						–						–						( 1 )
Reductions for securities charged-off			( 18 )						–						–						–						( 18 )
Balance as of end-of-period (2)			$	9					$	6					$	5					$	1					$	21

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

(2) As of September 30, 2024 and 2023, accrued investment income on fixed maturity AFS securities totaled $ 927 million and $ 1.2 billion, respectively, and was excluded from the estimate of credit losses.

Losses from debt instrument modifications were less than $ 1 million for the three months ended September 30, 2024 and 2023, and $ 3 million and less than $ 1 million for the nine months ended September 30, 2024 and 2023, respectively, reported in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

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 September 30, 2024																		As of December 31, 2023
			Commercial						Residential						Total						Commercial						Residential						Total
Current			$	17,684					$	3,064					$	20,748					$	17,256					$	1,665					$	18,921
30 to 59 days past due			85						34						119						61						28						89
60 to 89 days past due			–						20						20						–						9						9
90 or more days past due			55						60						115						–						60						60
Allowance for credit losses			( 123 )						( 47 )						( 170 )						( 86 )						( 28 )						( 114 )
Unamortized premium (discount)			( 16 )						73						57						( 7 )						43						36
Mark-to-market gains (losses) (1)			( 33 )						–						( 33 )						( 37 )						( 1 )						( 38 )
Total carrying value			$	17,652					$	3,204					$	20,856					$	17,187					$	1,776					$	18,963

(1) Represents the mark-to-market on certain mortgage loans on real estate that support our modified coinsurance agreements where the investment results are passed directly to the reinsurers, and for which we have elected the fair value option. As of September 30, 2024, the amortized cost and fair value of such mortgage loans on real estate that were in nonaccrual status was $ 30 million and $ 21 million, respectively. As of December 31, 2023, the amortized cost and fair value of such mortgage loans on real estate that were in nonaccrual status was less than $ 1 million. As of September 30, 2024 and December 31, 2023, there were no such mortgage loans on real estate that were more than 90 days past due and still accruing interest. See Note 13 for additional information.

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The amortized cost of mortgage loans on real estate on nonaccrual status (in millions) was as follows, excluding certain mortgage loans on real estate that support our modified coinsurance agreements where the investment results are passed directly to the reinsurers:

									As of September 30, 2024												As of December 31, 2023
Commercial mortgage loans on real estate									$	16											$	–
Residential mortgage loans on real estate									62												62
Total									$	78											$	62

We use loan-to-value (“LTV”) 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 September 30, 2024
			LTV Less Than 65%						Debt-Service Coverage Ratio						LTV 65% to 75%						Debt-Service Coverage Ratio						LTV Greater Than 75%						Debt-Service Coverage Ratio						Total
Origination Year
2024			$	1,197					1.64						$	58					1.30						$	–					–						$	1,255
2023			1,378						1.75						45						1.36						–						–						1,423
2022			1,731						2.05						95						1.55						5						1.31						1,831
2021			2,307						3.08						47						1.52						–						–						2,354
2020			1,177						3.16						4						1.53						–						–						1,181
2019 and prior			9,629						2.35						127						1.58						8						1.30						9,764
Total			$	17,419											$	376											$	13											$	17,808

			As of December 31, 2023
			LTV Less Than 65%						Debt-Service Coverage Ratio						LTV 65% to 75%						Debt-Service Coverage Ratio						LTV 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 September 30, 2024
			Performing						Nonperforming						Total
Origination Year
2024			$	1,260					$	–					$	1,260
2023			790						7						797
2022			498						26						524
2021			435						13						448
2020			70						2						72
2019 and prior			136						14						150
Total			$	3,189					$	62					$	3,251

			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 September 30, 2024
			Commercial						Residential						Total
Balance as of beginning-of-period			$	93					$	40					$	133
Additions (reductions) from provision for credit loss
expense (1)			40						7						47
Additions from purchases of PCD mortgage loans on
real estate			–						–						–
Reductions for mortgage loans on real estate charged-off			( 10 )						–						( 10 )
Balance as of end-of-period (2)			$	123					$	47					$	170

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			For the Nine Months Ended September 30, 2024
			Commercial						Residential						Total
Balance as of beginning-of-year			$	86					$	28					$	114
Additions (reductions) from provision for credit loss
expense (1)			47						19						66
Additions from purchases of PCD mortgage loans on
real estate			–						–						–
Reductions for mortgage loans on real estate charged-off			( 10 )						–						( 10 )
Balance as of end-of-period (2)			$	123					$	47					$	170

			For the Three Months Ended September 30, 2023
			Commercial						Residential						Total
Balance as of beginning-of-period			$	82					$	23					$	105
Additions (reductions) from provision for credit loss
expense (1)			7						1						8
Additions from purchases of PCD mortgage loans on
real estate			–						–						–
Balance as of end-of-period (2)			$	89					$	24					$	113

			For the Nine Months Ended September 30, 2023
			Commercial						Residential						Total
Balance as of beginning-of-year			$	84					$	15					$	99
Additions (reductions) from provision for credit loss
expense (1)			5						9						14
Additions from purchases of PCD mortgage loans on
real estate			–						–						–
Balance as of end-of-period (2)			$	89					$	24					$	113

(1) We recognized less than $ 1 million and $( 1 ) million of credit loss benefit (expense) related to unfunded commitments for mortgage loans on real estate for the three months ended September 30, 2024 and 2023, respectively, and $ 1 million and $( 2 ) million for the nine months ended September 30, 2024 and 2023, respectively.

(2) Accrued investment income on mortgage loans on real estate totaled $ 89 million and $ 54 million as of September 30, 2024 and 2023, respectively, and was excluded from the estimate of credit losses.

Alternative Investments

As of September 30, 2024, and December 31, 2023, alternative investments included investments in 361 and 352 different partnerships, respectively, and represented approximately 3 % of total investments.

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Impairments on Fixed Maturity AFS Securities

Details underlying intent to sell impairments and 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 September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Intent to Sell Impairments (1)
Fixed maturity AFS securities:
Corporate bonds			$	–					$	( 422 )					$	–					$	( 941 )
State and municipal bonds			–						( 28 )						–						( 48 )
RMBS			–						( 9 )						–						( 28 )
CMBS			–						( 5 )						–						( 36 )
ABS			–						( 2 )						–						( 37 )
Hybrid and redeemable preferred securities			–						( 1 )						–						( 1 )
Total intent to sell impairments			$	–					$	( 467 )					$	–					$	( 1,091 )
Credit Loss Benefit (Expense)
Fixed maturity AFS securities:
Corporate bonds			$	( 9 )					$	( 1 )					$	( 20 )					$	( 18 )
RMBS			( 1 )						–						( 1 )						1
ABS			( 4 )						–						( 19 )						–
Total credit loss benefit (expense)			$	( 14 )					$	( 1 )					$	( 40 )					$	( 17 )

(1) The three and nine months ended September 30, 2023, include impairments of certain fixed maturity AFS securities in an unrealized loss position, resulting from the Company's intent to sell these securities as part of the fourth quarter 2023 reinsurance transaction.

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 September 30, 2024												As of December 31, 2023
			Carrying Value						Fair Value						Carrying Value						Fair Value
Collateral payable for derivative investments (1)			$	7,185					$	7,185					$	5,250					$	5,250
Securities pledged under securities lending agreements (2)			185						178						205						197
Investments pledged for FHLBI (3)			3,200						4,548						2,650						3,603
Total payables for collateral on investments			$	10,570					$	11,911					$	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.

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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 September 30, 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 Nine Months Ended September 30,
			2024						2023
Collateral payable for derivative investments			$	1,935					$	1,552
Securities pledged under securities
lending agreements			( 20 )						( 8 )
Investments pledged for FHLBI			550						( 210 )
Total increase (decrease) in payables for
collateral on investments			$	2,465					$	1,334

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 September 30, 2024
			Overnight and Continuous						Up to 30 Days						30-90 Days						Greater Than 90 Days						Total
Securities Lending
Corporate bonds			$	168					$	–					$	–					$	–					$	168
Equity securities			17						–						–						–						17
Total gross secured borrowings			$	185					$	–					$	–					$	–					$	185

			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 September 30, 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 September 30, 2024, the fair value of this collateral received that we are permitted to sell or re-pledge was $ 2.3 billion, and we had re-pledged $ 11 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 $ 19 million as of September 30, 2024.

Investment Commitments

As of September 30, 2024, our investment commitments were $ 5.0 billion, which included $ 3.2 billion of limited partnerships (“LPs”), $ 1.5 billion of mortgage loans on real estate and $ 287 million of private placement securities.

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Concentrations of Financial Instruments

As of September 30, 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 $ 854 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 $ 573 million and $ 570 million, respectively, or less than 1 % and 1 %, respectively, of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

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 September 30, 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						$	527					$	–					1						$	544					$	–

There were no gains or losses for consolidated VIEs recognized on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 2023.

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 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.

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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 and RILA 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.

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 on certain variable-rate long-term debt and other variable-rate bonds held 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.

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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 and fair value 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.

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 and RILA 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.

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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.

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.

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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 September 30, 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)			$	1,345					$	106					$	5					$	1,698					$	181					$	47
Foreign currency contracts (1)			4,830						432						83						4,662						423						78
Total cash flow hedges			6,175						538						88						6,360						604						125
Fair value hedges:
Interest rate contracts (1)			1,066						1						50						1,081						1						39
Foreign currency contracts (1)			25						–						1						25						–						1
Total fair value hedges			1,091						1						51						1,106						1						40
Non-Qualifying Hedges
Interest rate contracts (1)			68,999						54						230						90,829						636						979
Foreign currency contracts (1)			345						11						6						306						11						6
Equity market contracts (1)			250,790						15,539						6,332						225,626						10,244						4,227
Credit contracts (1)			112						–						–						91						–						–
Embedded derivatives:
Reinsurance-related (2)			–						–						668						–						–						552
RILA, fixed indexed annuity and IUL
contracts (3)			–						1,132						12,270						–						940						9,077
Total derivative instruments			$	327,512					$	17,275					$	19,645					$	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.

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

			Remaining Life as of September 30, 2024
			Less Than 1 Year						1 - 5 Years						6 - 10 Years						11 - 30 Years						Over 30 Years						Total
Interest rate contracts (1)			$	6,473					$	18,712					$	23,280					$	22,347					$	598					$	71,410
Foreign currency contracts (2)			226						1,137						1,892						1,903						42						5,200
Equity market contracts			209,875						29,579						9,210						8						2,118						250,790
Credit contracts			–						112						–						–						–						112
Total derivative instruments with
notional amounts			$	216,574					$	49,540					$	34,382					$	24,258					$	2,758					$	327,512

(1) As of September 30, 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 September 30, 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.

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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 September 30, 2024						As of December 31, 2023						As of September 30, 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			$	521					$	534					$	42					$	39
Long-term debt (1)			( 714 )						( 703 )						161						172

(1) Includes $( 314 ) million and $( 326 ) million of unamortized adjustments from discontinued hedges as of September 30, 2024, and December 31, 2023, respectively.

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

			For the Nine Months Ended September 30,
			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			138						323
Foreign currency contracts			167						( 92 )
Change in foreign currency exchange rate adjustment			( 121 )						30
Income tax benefit (expense)			( 39 )						( 55 )
Less:
Reclassification adjustment for gains (losses)
included in net income (loss):
Cash flow hedges:
Interest rate contracts (1)			( 2 )						–
Interest rate contracts (2)			20						22
Foreign currency contracts (1)			41						42
Foreign currency contracts (3)			1						4
Income tax benefit (expense)			( 13 )						( 14 )
Balance as of end-of-period			$	473					$	540

(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 September 30,

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

$

( 431 )

$

1,411

$

86

$

( 453 )

$

1,494

$

84

Qualifying Hedges

Gain or (loss) on fair value hedging

relationships:

Interest rate contracts:

Hedged items

–

27

( 34 )

–

( 41 )

46

Derivatives designated as hedging

instruments

–

( 27 )

34

–

41

( 46 )

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

–

( 1 )

5

–

–

8

Foreign currency contracts:

Amount of gain or (loss) reclassified

from AOCI into income

2

12

–

2

14

–

Non-Qualifying Hedges

Interest rate contracts

370

–

–

( 604 )

–

–

Foreign currency contracts

( 1 )

–

–

–

–

–

Equity market contracts

1,108

–

–

163

–

–

Commodity contracts

–

–

–

( 1 )

–

–

Embedded derivatives:

Reinsurance-related

( 513 )

–

–

24

–

–

RILA, fixed indexed annuity and IUL

contracts

( 707 )

–

–

572

–

–

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Gain (Loss) Recognized in Income For the Nine Months Ended September 30,

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

$

( 201 )

$

4,090

$

253

$

( 3,066 )

$

4,468

$

250

Qualifying Hedges

Gain or (loss) on fair value hedging

relationships:

Interest rate contracts:

Hedged items

–

3

( 11 )

–

( 44 )

41

Derivatives designated as hedging

instruments

–

( 3 )

11

–

44

( 41 )

Gain or (loss) on cash flow hedging

relationships:

Interest rate contracts:

Amount of gain or (loss) reclassified

from AOCI into income

–

( 2 )

20

–

–

22

Foreign currency contracts:

Amount of gain or (loss) reclassified

from AOCI into income

1

41

–

4

42

–

Non-Qualifying Hedges

Interest rate contracts

93

–

–

( 593 )

–

–

Foreign currency contracts

( 1 )

–

–

( 2 )

–

–

Equity market contracts

4,060

–

–

913

–

–

Commodity contracts

–

–

–

10

–

–

Credit contracts

–

–

–

( 2 )

–

–

Embedded derivatives:

Reinsurance-related

( 116 )

–

–

( 23 )

–

–

RILA, fixed indexed annuity and IUL

contracts

( 2,677 )

–

–

( 1,706 )

–

–

As of September 30, 2024, $ 77 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 nine months ended September 30, 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 September 30, 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

6/20/2029

(3)

(4)

BBB+

2

$

3

$

112

(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 September 30, 2024						As of December 31, 2023
Maximum potential payout			$	112					$	–
Less: Counterparty thresholds			–						–
Maximum collateral potentially required to post			$	112					$	–

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 $ 3 million of collateral as of September 30, 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 September 30, 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 September 30, 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 September 30, 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-			$	2,604					$	( 7 )					$	2,378					$	( 63 )
A+			3,791						( 1 )						2,496						( 125 )
A			70						–						82						–
A-			691						–						273						–
Total cash collateral			$	7,156					$	( 8 )					$	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 September 30, 2024
			Derivative Instruments						Embedded Derivative Instruments						Total
Financial Assets
Gross amount of recognized assets			$	16,152					$	1,132					$	17,284
Gross amounts offset			( 6,630 )						–						( 6,630 )
Net amount of assets			9,522						1,132						10,654
Gross amounts not offset:
Cash collateral			( 7,156 )						–						( 7,156 )
Non-cash collateral (1)			( 2,366 )						–						( 2,366 )
Net amount			$	–					$	1,132					$	1,132
Financial Liabilities
Gross amount of recognized liabilities			$	124					$	12,938					$	13,062
Gross amounts offset			( 38 )						–						( 38 )
Net amount of liabilities			86						12,938						13,024
Gross amounts not offset:
Cash collateral			( 8 )						–						( 8 )
Non-cash collateral			( 19 )						–						( 19 )
Net amount			$	59					$	12,938					$	12,997

(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.

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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.

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 September 30,						As of December 31,
			2024						2023
DAC, VOBA and DSI
Variable Annuities			$	3,911					$	3,873
Fixed Annuities			431						455
Traditional Life			1,386						1,418
UL and Other			6,292						6,232
Group Protection			173						154
Retirement Plan Services			282						265
Total DAC, VOBA and DSI			$	12,475					$	12,397

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

			As of September 30,						As of December 31,
			2024						2023
DFEL
Variable Annuities			$	274					$	278
UL and Other (1)			6,193						5,579
Other Operations (2)			50						44
Total DFEL			$	6,517					$	5,901

(1) We reported $ 257 million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023.

(2) Represents DFEL reported in Other Operations attributable to the indemnity reinsurance agreement with Protective that is excluded from the following tables. We reported $ 50 million and $ 44 million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023, respectively.

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

			For the Nine Months Ended September 30, 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			307						35						85						320						100						15
Amortization			( 262 )						( 55 )						( 111 )						( 231 )						( 81 )						( 14 )
Balance as of end-of-period			$	3,796					$	401					$	1,350					$	5,880					$	173					$	240

			For the Nine Months Ended September 30, 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			269						31						148						346						79						16
Amortization			( 272 )						( 51 )						( 108 )						( 221 )						( 73 )						( 14 )
Balance as of end-of-period			$	3,748					$	419					$	1,373					$	5,730					$	147					$	238

DAC amortization expense of $ 253 million and $ 754 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024, respectively, and $ 247 million and $ 739 million, respectively, for the corresponding periods in 2023.

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

			For the Nine Months Ended September 30, 2024
			Fixed Annuities						Traditional Life						UL and Other
Balance as of beginning-of-year			$	15					$	42					$	413
Deferrals			–						–						1
Amortization			( 2 )						( 6 )						( 29 )
Balance as of end-of-period			$	13					$	36					$	385

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			For the Nine Months Ended September 30, 2023
			Fixed Annuities						Traditional Life						UL and Other
Balance as of beginning-of-year			$	17					$	50					$	465
Deferrals			–						–						1
Amortization			( 2 )						( 6 )						( 33 )
Balance as of end-of-period			$	15					$	44					$	433

VOBA amortization expense of $ 12 million and $ 37 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024, respectively, and $ 13 million and $ 41 million, respectively, for the corresponding periods in 2023. No additions or write-offs were recorded for each respective period.

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

			For the Nine Months Ended September 30, 2024
			Variable Annuities						Fixed Annuities						UL and Other						Retirement Plan Services
Balance as of beginning-of-year			$	122					$	19					$	28					$	26
Deferrals			1						–						1						17
Amortization			( 8 )						( 2 )						( 2 )						( 1 )
Balance as of end-of-period			$	115					$	17					$	27					$	42

			For the Nine Months Ended September 30, 2023
			Variable Annuities						Fixed Annuities						UL and Other						Retirement Plan Services
Balance as of beginning-of-year			$	128					$	23					$	30					$	17
Deferrals			4						–						1						5
Amortization			( 9 )						( 3 )						( 2 )						–
Balance as of end-of-period			$	123					$	20					$	29					$	22

DSI amortization expense of $ 4 million and $ 13 million was recorded in interest credited on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024, respectively, and $ 5 million and $ 14 million, respectively, for the corresponding periods in 2023.

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

			For the Nine Months Ended September 30, 2024												For the Nine Months Ended September 30, 2023
			Variable Annuities						UL and Other						Variable Annuities						UL and Other
Balance as of beginning-of-year			$	278					$	5,579					$	286					$	4,766
Deferrals			14						826						14						800
Amortization			( 18 )						( 212 )						( 20 )						( 193 )
Balance as of end-of-period			274						6,193						280						5,373
Less: ceded DFEL			–						257						–						–
Balance as of end-of-period, net of reinsurance			$	274					$	5,936					$	280					$	5,373

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DFEL amortization of $ 79 million and $ 230 million was recorded in fee income on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024, respectively, and $ 74 million and $ 213 million, respectively, for the corresponding periods in 2023.

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 September 30, 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 $ 10.7 billion and $ 10.5 billion as of September 30, 2024, and December 31, 2023, respectively. We reported a deferred loss on the transaction of $ 2.6 billion and $ 2.7 billion as of September 30, 2024, and December 31, 2023, respectively. We amortized $ 23 million and $ 67 million of the deferred loss during the three and nine months ended September 30, 2024, respectively. Annuities that are not life-contingent do not contain significant insurance risk; therefore, we reported deposit assets for these contracts of $ 3.5 billion and $ 4.2 billion as of September 30, 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 $ 8.0 billion and $ 7.8 billion as of September 30, 2024, and December 31, 2023, respectively. 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 September 30, 2024, and December 31, 2023, respectively, which consisted of the following (in millions):

			As of September 30,						As of December 31,
			2024						2023
Fixed maturity AFS securities			$	8,484					$	8,867
Other investments			1,178						759
Cash and invested cash			82						141
Accrued investment income			100						103
Other assets			–						1
Total			$	9,844					$	9,871

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

			As of September 30, 2024																		As of December 31, 2023
			Assets						Liabilities						Net (Assets) Liabilities						Assets						Liabilities						Net (Assets) Liabilities
Variable Annuities			$	4,448					$	1,121					$	( 3,327 )					$	3,763					$	1,583					$	( 2,180 )
Fixed Annuities			73						147						74						96						128						32
Retirement Plan Services			44						4						( 40 )						35						5						( 30 )
Total MRBs			$	4,565					$	1,272					$	( 3,293 )					$	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 Nine Months Ended September 30, 2024																		As of or For the Nine Months Ended September 30, 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			6						–						–						3						–						–
Attributed fees collected			1,143						24						4						1,127						23						4
Benefit payments			( 29 )						–						–						( 49 )						–						–
Effect of changes in interest rates			( 101 )						8						( 6 )						( 2,347 )						( 66 )						( 7 )
Effect of changes in equity markets			( 2,347 )						( 16 )						( 8 )						( 1,430 )						( 5 )						( 6 )
Effect of changes in equity index volatility			( 65 )						( 4 )						–						( 358 )						6						( 3 )
In-force updates and other changes in MRBs (1)			69						3						6						182						4						–
Effect of assumption review:
Effect of changes in future expected
policyholder behavior			7						11						–						( 33 )						70						–
Effect of changes in other future expected
assumptions (2)			( 199 )						18						( 6 )						( 66 )						15						( 2 )
Balance as of end-of-period, before the effect of
changes in non-performance risk			( 2,397 )						134						( 36 )						( 1,460 )						42						( 34 )
Effect of cumulative changes in
non-performance risk			( 930 )						( 60 )						( 4 )						( 1,213 )						( 59 )						1
Balance as of end-of-period			( 3,327 )						74						( 40 )						( 2,673 )						( 17 )						( 33 )
Less: ceded MRB assets (liabilities)			( 340 )						–						–						( 303 )						–						–
Balance as of end-of-period, net of reinsurance			$	( 2,987 )					$	74					$	( 40 )					$	( 2,370 )					$	( 17 )					$	( 33 )
Weighted-average age of policyholders (years)			72						69						63						72						68						63
Net amount at risk (3)			$	1,544					$	231					$	3					$	6,235					$	188					$	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) Consists primarily of the update of fund mapping, volatility, and other capital market assumptions.

(3) 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.

Effect of Assumption Review

For the nine months ended September 30, 2024, Variable Annuities had a favorable impact to net income (loss) attributable to the annual assumption review driven by model enhancements and updates to capital market assumptions. For the nine months ended September 30, 2024, Fixed Annuities had an unfavorable impact to net income (loss) attributable to the annual assumption review driven by model enhancements and updates to policyholder GLB utilization assumptions. Retirement Plan Services did not have any significant assumption updates.

For the nine months ended September 30, 2023, Variable Annuities had a favorable impact to net income (loss) attributable to the annual assumption review from updates to volatility and policyholder GLB utilization behavior assumptions, partially offset by unfavorable

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impacts from updates to mortality and policyholder lapse behavior assumptions. For the nine months ended September 30, 2023, Fixed Annuities had an unfavorable impact to net income (loss) attributable to the annual assumption review from updates to mortality and policyholder GLB utilization and lapse behavior assumptions. Retirement Plan Services did not have any significant assumption updates.

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

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 September 30,						As of December 31,
			2024						2023
Mutual funds and collective investment trusts			$	170,806					$	157,578
Exchange-traded funds			349						350
Fixed maturity AFS securities			166						167
Cash and invested cash			7						25
Other investments			155						137
Total separate account assets			$	171,483					$	158,257

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

			As of September 30,						As of December 31,
			2024						2023
Variable Annuities			$	120,470					$	113,356
UL and Other			28,921						25,150
Retirement Plan Services			22,033						19,699
Other Operations (1)			59						52
Total separate account liabilities			$	171,483					$	158,257

(1) Represents separate account liabilities reported in Other Operations primarily attributable to the indemnity reinsurance agreements with Protective ($ 50 million a nd $ 46 million as of September 30, 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 Nine Months Ended September 30, 2024																		As of or For the Nine Months Ended September 30, 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			3,002						1,058						1,751						2,137						1,178						1,576
Withdrawals			( 10,190 )						( 347 )						( 2,382 )						( 7,402 )						( 227 )						( 1,795 )
Policyholder assessments			( 1,970 )						( 742 )						( 134 )						( 1,883 )						( 714 )						( 121 )
Change in market performance			15,664						3,945						3,065						6,320						1,573						1,316
Net transfers from (to) general account			608						( 143 )						34						447						( 88 )						( 44 )
Balance as of end-of-period			$	120,470					$	28,921					$	22,033					$	105,192					$	22,642					$	17,928
Cash surrender value			$	119,106					$	26,498					$	22,018					$	103,729					$	20,324					$	17,914

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

			As of September 30,						As of December 31,
			2024						2023
Variable Annuities			$	34,344					$	29,141
Fixed Annuities			26,359						25,355
UL and Other			36,692						37,180
Retirement Plan Services			23,727						23,784
Other (1)			4,846						5,277
Total policyholder account balances			$	125,968					$	120,737

(1) Represents policyholder account balances reported primarily in Other Operations attributable to the indemnity reinsurance agreements with Protective ($ 4.5 billion and $ 4.9 billion as of September 30, 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 Nine Months Ended September 30, 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			3,391						3,663						2,641						2,580
Withdrawals			( 726 )						( 3,724 )						( 1,122 )						( 3,370 )
Policyholder assessments			( 1 )						( 45 )						( 3,383 )						( 10 )
Net transfers from (to) separate account			( 241 )						–						143						230
Interest credited			506						593						1,109						513
Change in fair value of embedded derivative
instruments and other			2,274						517						124						–
Balance as of end-of-period			$	34,344					$	26,359					$	36,692					$	23,727
Weighted-average crediting rate			2.1 %						3.1 %						4.0 %						2.9 %
Net amount at risk (1)(2)			$	1,544					$	231					$	298,334					$	3
Cash surrender value			33,107						25,236						32,982						23,697

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			As of or For the Nine Months Ended September 30, 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			3,626						2,698						2,749						2,026
Withdrawals			( 508 )						( 2,863 )						( 1,095 )						( 3,262 )
Policyholder assessments			( 1 )						( 41 )						( 3,373 )						( 10 )
Net transfers from (to) separate account			( 311 )						–						90						( 297 )
Interest credited			391						470						1,114						504
Change in fair value of embedded derivative
instruments and other			1,391						52						38						–
Balance as of end-of-period			$	26,772					$	23,681					$	37,217					$	24,099
Weighted-average crediting rate			2.1		%				2.6		%				4.0		%				2.7		%
Net amount at risk (1)(2)			$	6,235					$	188					$	303,628					$	9
Cash surrender value			25,629						22,779						33,741						24,094

(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 September 30, 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 %			3						–						–						–						7						10
2.01 % - 3.00 %			523						–						–						–						–						523
3.01 % - 4.00 %			1,257						–						–						–						–						1,257
4.01 % and above			8						–						–						–						–						8
Other (1)			–						–						–						–						–						32,546
Total			$	1,791					$	–					$	–					$	–					$	7					$	34,344
Fixed Annuities
Up to 1.00 %			$	436					$	730					$	620					$	373					$	2,381					$	4,540
1.01 % - 2.00 %			253						145						200						239						4,685						5,522
2.01 % - 3.00 %			1,649						38						6						2						33						1,728
3.01 % - 4.00 %			1,312						–						–						–						–						1,312
4.01 % and above			170						–						–						–						–						170
Other (1)			–						–						–						–						–						13,087
Total			$	3,820					$	913					$	826					$	614					$	7,099					$	26,359
UL and Other
Up to 1.00 %			$	261					$	–					$	222					$	121					$	52					$	656
1.01 % - 2.00 %			553						–						–						–						3,161						3,714
2.01 % - 3.00 %			6,651						10						151						–						–						6,812
3.01 % - 4.00 %			15,426						–						1						–						–						15,427
4.01 % and above			3,582						–						–						–						–						3,582
Other (1)			–						–						–						–						–						6,501
Total			$	26,473					$	10					$	374					$	121					$	3,213					$	36,692
Retirement Plan Services
Up to 1.00 %			$	515					$	287					$	731					$	3,417					$	5,277					$	10,227
1.01 % - 2.00 %			470						1,028						1,947						990						503						4,938
2.01 % - 3.00 %			2,253						112						1						1						–						2,367
3.01 % - 4.00 %			4,493						85						6						8						–						4,592
4.01 % and above			1,603						–						–						–						–						1,603
Total			$	9,334					$	1,512					$	2,685					$	4,416					$	5,780					$	23,727

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			As of September 30, 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 %			5						–						–						–						8						13
2.01 % - 3.00 %			602						–						–						–						–						602
3.01 % - 4.00 %			1,429						–						–						–						–						1,429
4.01 % and above			10						–						–						–						–						10
Other (1)			–						–						–						–						–						24,718
Total			$	2,046					$	–					$	–					$	–					$	8					$	26,772
Fixed Annuities
Up to 1.00 %			$	744					$	427					$	515					$	518					$	2,427					$	4,631
1.01 % - 2.00 %			481						106						212						456						1,264						2,519
2.01 % - 3.00 %			1,881						32						6						–						3						1,922
3.01 % - 4.00 %			955						–						–						–						–						955
4.01 % and above			182						–						–						–						–						182
Other (1)			–						–						–						–						–						13,472
Total			$	4,243					$	565					$	733					$	974					$	3,694					$	23,681
UL and Other
Up to 1.00 %			$	284					$	–					$	192					$	34					$	362					$	872
1.01 % - 2.00 %			553						–						–						–						3,181						3,734
2.01 % - 3.00 %			6,998						11						147						–						–						7,156
3.01 % - 4.00 %			15,780						–						1						–						–						15,781
4.01 % and above			3,783						–						–						–						–						3,783
Other (1)			–						–						–						–						–						5,891
Total			$	27,398					$	11					$	340					$	34					$	3,543					$	37,217
Retirement Plan Services
Up to 1.00 %			$	407					$	596					$	762					$	4,882					$	2,837					$	9,484
1.01 % - 2.00 %			610						2,405						1,474						668						–						5,157
2.01 % - 3.00 %			2,594						–						–						–						–						2,594
3.01 % - 4.00 %			5,223						–						–						–						–						5,223
4.01 % and above			1,641						–						–						–						–						1,641
Total			$	10,475					$	3,001					$	2,236					$	5,550					$	2,837					$	24,099

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

			As of September 30,						As of December 31,
			2024						2023
Payout Annuities (1)			$	2,119					$	2,085
Traditional Life (1)			3,938						3,841
Group Protection (2)			5,773						5,689
UL and Other (3)			16,554						15,000
Other Operations (4)			9,471						9,879
Other (5)			3,314						3,371
Total future contract benefits			$	41,169					$	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 ( $ 5.6 billion as of September 30, 2024, and December 31, 2023) and Swiss Re ( $ 1.9 billion and $ 2.2 billion as of September 30, 2024, and December 31, 2023, respectively) 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 Nine Months Ended September 30, 2024												As of or For the Nine Months Ended September 30, 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 changes in cash flow assumptions			–						28						–						( 12 )
Effect of actual variances from expected experience			–						( 59 )						–						( 280 )
Adjusted balance as of beginning-of-year			–						6,317						–						6,353
Issuances			–						289						–						460
Interest accrual			–						188						–						182
Net premiums collected			–						( 596 )						–						( 604 )
Flooring impact of LFPB			–						1						–						( 3 )
Ending balance at original discount rate			–						6,199						–						6,388
Effect of cumulative changes in discount
rate assumptions			–						( 19 )						–						( 527 )
Balance as of end-of-period			$	–					$	6,180					$	–					$	5,861
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 changes in cash flow assumptions			–						( 68 )						17						( 29 )
Effect of actual variances from expected experience			3						( 70 )						( 1 )						( 309 )
Adjusted balance as of beginning-of-year			2,275						10,092						2,283						10,019
Issuances			78						289						83						461
Interest accrual			65						299						64						288
Benefit payments			( 152 )						( 576 )						( 143 )						( 537 )
Ending balance at original discount rate (1)			2,266						10,104						2,287						10,231
Effect of cumulative changes in discount
rate assumptions			( 147 )						14						( 344 )						( 832 )
Balance as of end-of-period			$	2,119					$	10,118					$	1,943					$	9,399
Net balance as of end-of-period			$	2,119					$	3,938					$	1,943					$	3,538
Less: reinsurance recoverables (2)			1,578						388						3						450
Net balance as of end-of-period, net of reinsurance			$	541					$	3,550					$	1,940					$	3,088
Weighted-average duration of future policyholder
benefit liability (years)			9						9						9						9

(1) Includes deferred profit liability within Payout Annuities of $ 60 million a nd $ 38 million as of September 30, 2024 and 2023, respectively.

(2) Increase in Payout Annuities reinsurance recoverables driven by the fourth quarter 2023 reinsurance transaction. See Note 7 for additional information.

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For the nine months ended September 30, 2024, Payout Annuities did not have a significant cash flow assumption impact to net income (loss) attributable to the annual assumption review, and Traditional Life had a favorable cash flow assumption impact from updates to mortality assumptions, partially offset by an unfavorable impact from updates to policyholder behavior assumptions. For the nine months ended September 30, 2024, Payout Annuities and Traditional Life did not have any significantly different actual experience compared to expected.

For the nine months ended September 30, 2023, Payout Annuities had an unfavorable cash flow assumption impact to net income (loss) attributable to the annual assumption review from updates to mortality assumptions, and Traditional Life had a favorable cash flow assumption impact from updates to mortality assumptions, partially offset by an unfavorable impact from updates to policyholder lapse behavior assumptions. For the nine months ended September 30, 2023, Payout Annuities and Traditional Life did not have any significantly different actual experience compared to expected.

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

			As of September 30, 2024												As of September 30, 2023
			Undiscounted						Discounted						Undiscounted						Discounted
Payout Annuities
Expected future gross premiums			$	–					$	–					$	–					$	–
Expected future benefit payments			3,437						2,119						3,553						1,943
Traditional Life
Expected future gross premiums			14,126						9,964						14,070						9,294
Expected future benefit payments			14,377						10,118						14,579						9,399

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 September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Payout Annuities
Gross premiums			$	40					$	16					$	84					$	88
Interest accretion			22						21						65						64
Traditional Life
Gross premiums			311						310						942						937
Interest accretion			37						35						111						106

The following table summarizes the weighted-average interest rates:

			For the Nine Months Ended September 30,
			2024						2023
Payout Annuities
Interest accretion rate			4.0		%				3.9		%
Current discount rate			4.7		%				5.8		%
Traditional Life
Interest accretion rate			5.0		%				5.0		%
Current discount rate			4.4		%				5.6		%

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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 Nine Months Ended September 30,
			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 changes in cash flow assumptions			( 2 )						( 27 )
Effect of actual variances from expected experience			( 278 )						( 233 )
Adjusted beginning-of-year balance			5,899						5,799
New incidence			1,236						1,267
Interest			138						122
Benefit payments			( 1,125 )						( 1,095 )
Ending balance at original discount rate			6,148						6,093
Effect of cumulative changes in discount
rate assumptions			( 375 )						( 720 )
Balance as of end-of-period			5,773						5,373
Less: reinsurance recoverables			120						117
Balance as of end-of-period, net of reinsurance			$	5,653					$	5,256
Weighted-average duration of liability for future
claims (years)			5						5

For the nine months ended September 30, 2024, we did not have a significant cash flow assumption impact to net income (loss) attributable to the annual assumption rev iew. Fo r the nine months ended September 30, 2024, we experienced more favorable reported incidence and claim terminations than assumed.

For the nine months ended September 30, 2023, we had a favorable cash flow assumption impact to net income (loss) attributable to the annual assumption review from updates to long-term disability and life waiver claim termination rate assumptions, partially offset by unfavorable impacts from updates to long-term disability social security offset assumptions. For the nine months ended September 30, 2023, we experienced more favorable reported incidence and claim terminations than assumed.

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

			As of September 30, 2024												As of September 30, 2023
			Undiscounted						Discounted						Undiscounted						Discounted
Group Protection
Expected future benefit payments			$	7,154					$	5,773					$	7,148					$	5,373

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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 September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Group Protection
Gross premiums			$	887					$	874					$	2,676					$	2,645
Interest accretion			45						39						138						122

The following table summarizes the weighted-average interest rates:

			For the Nine Months Ended September 30,
			2024						2023
Group Protection
Interest accretion rate			3.3		%				3.0		%
Current discount rate			4.4		%				5.7		%

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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 Nine Months Ended September 30,
			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 changes in cash flow assumptions			244						173
Effect of actual variances from expected experience			170						( 28 )
Adjusted beginning-of-year balance			17,636						15,868
Interest accrual			639						573
Net assessments collected			860						895
Benefit payments			( 718 )						( 473 )
Balance as of end-of-period, excluding shadow
balance in AOCI			18,417						16,863
Effect of cumulative changes in shadow
balance in AOCI			( 1,863 )						( 897 )
Balance as of end-of-period			16,554						15,965
Less: reinsurance recoverables (1)			5,139						654
Balance as of end-of-period, net of reinsurance			$	11,415					$	15,311
Weighted-average duration of additional liabilities
for other insurance benefits (years)			16						17

(1) Increase in reinsurance recoverables driven by the fourth quarter 2023 reinsurance transaction, for certain blocks of in-force ULSG. See Note 7 for additional information.

For the nine months ended September 30, 2024, we had an unfavorable cash flow assumption impact to net income (loss) attributable to the annual assumption review impacting reinsured blocks of MoneyGuard® business for updates to policyholder behavior and mortality assumptions that were partially offset by updates to capital market assumptions. For the nine months ended September 30, 2024, we had unfavorable actual mortality experience compared to expected on reinsured and retained business.

For the nine months ended September 30, 2023, we had an unfavorable cash flow assumption impact to net income (loss) attributable to the annual assumption review from updates to policyholder lapse behavior assumptions, partially offset by a favorable impact from updates to interest rate assumptions. For the nine months ended September 30, 2023, we did not have any significantly different actual experience compared to expected.

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 September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
UL and Other
Gross assessments			$	732					$	337					$	2,177					$	1,794
Interest accretion			218						197						639						573

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The following table summarizes the weighted-average interest rates:

			For the Nine Months Ended September 30,
			2024						2023
UL and Other
Interest accretion rate			5.4		%				5.1		%

Changes in debt (in millions) were as follows:

			For the Nine Months Ended September 30,
			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)			( 100 )
Unamortized debt issuance costs			( 1 )
Unamortized adjustments from discontinued hedges			( 12 )
Fair value hedge on interest rate swap agreements			11
Balance as of end-of-period			$	6,197

(1) In July 2024, we refinanced our $ 250 million variable-rate term loan due 2024 into a $ 150 million variable-rate term loan due July 16, 2027. The term loan uses a Secured Overnight Financing Rate (“SOFR”)-based interest rate, plus transition spread of 10 basis points and credit spread of 137.5 basis points.

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

			As of September 30, 2024												As of December 31, 2023
			Carrying Value						Fair Value						Carrying Value						Fair Value
Assets
Fixed maturity AFS securities			$	90,682					$	90,682					$	88,738					$	88,738
Trading securities			2,206						2,206						2,359						2,359
Equity securities			293						293						306						306
Mortgage loans on real estate			20,856						19,945						18,963						17,407
Derivative investments			9,522						9,522						6,474						6,474
Other investments			5,743						5,743						5,015						5,015
Cash and invested cash			6,013						6,013						3,365						3,365
MRB assets			4,565						4,565						3,894						3,894
Other assets:
Ceded MRBs			2						2						2						2
Indexed annuity ceded embedded derivatives			1,132						1,132						940						940
Separate account assets			171,483						171,483						158,257						158,257
Liabilities
Policyholder account balances:
Account balances of certain investment contracts			( 45,822 )						( 35,885 )						( 44,640 )						( 34,041 )
RILA, fixed annuity and IUL contracts			( 12,270 )						( 12,270 )						( 9,077 )						( 9,077 )
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives			( 668 )						( 668 )						( 552 )						( 552 )
MRB liabilities			( 1,272 )						( 1,272 )						( 1,716 )						( 1,716 )
Short-term debt			( 300 )						( 297 )						( 250 )						( 249 )
Long-term debt			( 5,897 )						( 5,370 )						( 5,699 )						( 5,182 )
Other liabilities:
Ceded MRBs			( 341 )						( 341 )						( 239 )						( 239 )
Derivative liabilities			( 85 )						( 85 )						( 356 )						( 356 )
Remaining guaranteed interest and similar contracts			( 355 )						( 355 )						( 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, LTV, 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 September 30, 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 September 30,						As of December 31,
			2024						2023
Fair value			$	263					$	288
Aggregate contractual principal			297						326

For information on current and past due composition and accruing status for loans where we have elected the fair value option, see Note 3.

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Financial Instruments Carried at Fair Value

We did no t have any ass ets or liabilities measured at fair value on a nonrecurring basis as of September 30, 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 September 30, 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			$	–					$	67,568					$	2,666					$	70,234
U.S. government bonds			378						20						–						398
State and municipal bonds			–						2,567						–						2,567
Foreign government bonds			–						252						–						252
RMBS			–						1,869						13						1,882
CMBS			–						1,622						21						1,643
ABS			–						11,343						2,101						13,444
Hybrid and redeemable preferred securities			51						134						77						262
Trading securities			–						1,932						274						2,206
Equity securities			–						258						35						293
Mortgage loans on real estate			–						–						263						263
Derivative investments (1)			–						16,134						9						16,143
Other investments – short-term investments			–						209						20						229
Cash and invested cash			–						6,013						–						6,013
MRB assets			–						–						4,565						4,565
Other assets:
Ceded MRBs			–						–						2						2
Indexed annuity ceded embedded derivatives			–						–						1,132						1,132
Separate account assets			403						171,080						–						171,483
Total assets			$	832					$	281,001					$	11,178					$	293,011
Liabilities
Policyholder account balances – RILA, fixed annuity
and IUL contracts			$	–					$	–					$	( 12,270 )					$	( 12,270 )
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives			–						( 1,125 )						457						( 668 )
MRB liabilities			–						–						( 1,272 )						( 1,272 )
Other liabilities:
Ceded MRBs			–						–						( 341 )						( 341 )
Derivative liabilities (1)			–						( 6,696 )						( 10 )						( 6,706 )
Total liabilities			$	–					$	( 7,821 )					$	( 13,436 )					$	( 21,257 )

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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.

---

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 September 30, 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			$	2,581					$	( 1 )					$	43					$	50					$	( 7 )					$	2,666
RMBS			18						–						–						–						( 5 )						13
CMBS			23						–						–						14						( 16 )						21
ABS			1,997						–						50						232						( 178 )						2,101
Hybrid and redeemable preferred
securities			50						–						1						16						10						77
Trading securities			273						7						–						( 6 )						–						274
Equity securities			38						–						–						1						( 4 )						35
Mortgage loans on real estate			258						2						4						( 1 )						–						263
Derivative investments			( 8 )						6						–						1						–						( 1 )
Other investments (4)			–						–						–						10						10						20
Other assets:
Ceded MRBs (3)			2						–						–						–						–						2
Indexed annuity ceded embedded
derivatives (4)			967						191						–						( 26 )						–						1,132
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)			( 11,417 )						( 898 )						–						45						–						( 12,270 )
Funds withheld reinsurance
liabilities – reinsurance-related
embedded derivatives (4)			( 204 )						661						–						–						–						457
Other liabilities – ceded MRBs (3)			( 344 )						3						–						–						–						( 341 )
Total, net			$	( 5,766 )					$	( 29 )					$	98					$	336					$	( 190 )					$	( 5,551 )

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			For the Three Months Ended September 30, 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			$	2,366					$	( 4 )					$	( 14 )					$	105					$	( 43 )					$	2,410
State and municipal bonds			36						( 4 )						1						–						–						33
RMBS			6						–						( 1 )						–						7						12
ABS			1,208						–						( 5 )						247						( 113 )						1,337
Hybrid and redeemable preferred
securities			60						–						1						–						( 13 )						48
Trading securities			351						( 3 )						–						( 4 )						6						350
Equity securities			125						12						–						–						–						137
Mortgage loans on real estate			404						2						( 3 )						( 88 )						–						315
Derivative investments			31						( 26 )						–						8						–						13
Other assets:
Ceded MRBs (3)			2						–						–						–						–						2
Indexed annuity ceded embedded
derivatives (4)			603						( 49 )						–						32						–						586
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)			( 7,600 )						621						–						( 195 )						–						( 7,174 )
Other liabilities – ceded MRBs (3)			( 293 )						( 12 )						–						–						–						( 305 )
Total, net			$	( 2,701 )					$	537					$	( 21 )					$	105					$	( 156 )					$	( 2,236 )

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						For the Nine Months Ended September 30, 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								$	1								$	25								$	264								$	( 121 )								$	2,666
State and municipal bonds						5									–									–									–									( 5 )									–
RMBS						13									–									( 1 )									6									( 5 )									13
CMBS						8									–									–									29									( 16 )									21
ABS						1,484									–									55									798									( 236 )									2,101
Hybrid and redeemable preferred
securities						48									–									3									16									10									77
Trading securities						284									7									–									( 17 )									–									274
Equity securities						42									( 3 )									–									–									( 4 )									35
Mortgage loans on real estate						288									6									5									( 36 )									–									263
Derivative investments						36									11									–									3									( 51 )									( 1 )
Other investments (4)						–									–									–									10									10									20
Other assets:
Ceded MRBs (3)						2									–									–									–									–									2
Indexed annuity ceded embedded
derivatives (4)						940									238									–									( 46 )									–									1,132
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)						( 9,077 )									( 2,915 )									–									( 278 )									–									( 12,270 )
Funds withheld reinsurance
liabilities – reinsurance-related
embedded derivatives (4)						( 789 )									1,246									–									–									–									457
Other liabilities – ceded MRBs (3)						( 239 )									( 102 )									–									–									–									( 341 )
Total, net						$	( 4,458 )								$	( 1,511 )								$	87								$	749								$	( 418 )								$	( 5,551 )

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						For the Nine Months Ended September 30, 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 )								$	130								$	( 3 )								$	2,410
State and municipal bonds						35									( 4 )									3									( 1 )									–									33
RMBS						1									–									( 1 )									5									7									12
CMBS						–									–									–									( 4 )									4									–
ABS						1,117									–									( 3 )									567									( 344 )									1,337
Hybrid and redeemable preferred
securities						49									–									( 2 )									( 2 )									3									48
Trading securities						581									( 1 )									–									( 236 )									6									350
Equity securities						153									( 17 )									–									1									–									137
Mortgage loans on real estate						487									–									2									( 174 )									–									315
Derivative investments						2									( 28 )									–									8									31									13
Other assets:
Ceded MRBs (3)						12									( 10 )									–									–									–									2
Indexed annuity ceded embedded
derivatives (4)						525									( 37 )									–									98									–									586
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)						( 4,783 )									( 1,669 )									–									( 722 )									–									( 7,174 )
Other liabilities – ceded MRBs (3)						( 205 )									( 100 )									–									–									–									( 305 )
Total, net						$	269								$	( 1,865 )								$	( 14 )								$	( 330 )								$	( 296 )								$	( 2,236 )

(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 September 30, 2024
			Issuances						Sales						Maturities						Settlements						Calls						Total
Investments:
Fixed maturity AFS securities:
Corporate bonds			$	281					$	( 61 )					$	–					$	( 170 )					$	–					$	50
CMBS			14						–						–						–						–						14
ABS			402						( 20 )						–						( 104 )						( 46 )						232
Hybrid and redeemable preferred
securities			16						–						–						–						–						16
Trading securities			1						–						–						( 7 )						–						( 6 )
Equity securities			1						–						–						–						–						1
Mortgage loans on real estate			–						–						–						( 1 )						–						( 1 )
Derivative investments			–						–						1						–						–						1
Other investments			10						–						–						–						–						10
Other assets – indexed annuity ceded
embedded derivatives			51						–						–						( 77 )						–						( 26 )
Policyholder account balances –
RILA, fixed annuity and
IUL contracts			( 317 )						–						–						362						–						45
Total, net			$	459					$	( 81 )					$	1					$	3					$	( 46 )					$	336

			For the Three Months Ended September 30, 2023
			Issuances						Sales						Maturities						Settlements						Calls						Total
Investments:
Fixed maturity AFS securities:
Corporate bonds			$	178					$	( 28 )					$	–					$	( 45 )					$	–					$	105
ABS			279						–						–						( 32 )						–						247
Trading securities			–						–						–						( 4 )						–						( 4 )
Mortgage loans on real estate			1						–						–						( 89 )						–						( 88 )
Derivative investments			9						–						( 1 )						–						–						8
Other assets – indexed annuity ceded
embedded derivatives			28						–						–						4						–						32
Policyholder account balances –
RILA, fixed annuity and
IUL contracts			( 231 )						–						–						36						–						( 195 )
Total, net			$	264					$	( 28 )					$	( 1 )					$	( 130 )					$	–					$	105

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						For the Nine Months Ended September 30, 2024
						Issuances									Sales									Maturities									Settlements									Calls									Total
Investments:
Fixed maturity AFS securities:
Corporate bonds						$	922								$	( 260 )								$	( 2 )								$	( 395 )								$	( 1 )								$	264
RMBS						6									–									–									–									–									6
CMBS						29									–									–									–									–									29
ABS						1,128									( 50 )									–									( 223 )									( 57 )									798
Hybrid and redeemable preferred
securities						16									–									–									–									–									16
Trading securities						6									( 2 )									–									( 21 )									–									( 17 )
Equity securities						1									( 1 )									–									–									–									–
Mortgage loans on real estate						1									( 31 )									–									( 6 )									–									( 36 )
Derivative investments						4									–									( 1 )									–									–									3
Other investments						10									–									–									–									–									10
Other assets – indexed annuity ceded
embedded derivatives						103									–									–									( 149 )									–									( 46 )
Policyholder account balances –
RILA, fixed annuity and
IUL contracts						( 849 )									–									–									571									–									( 278 )
Total, net						$	1,377								$	( 344 )								$	( 3 )								$	( 223 )								$	( 58 )								$	749

						For the Nine Months Ended September 30, 2023
						Issuances									Sales									Maturities									Settlements									Calls									Total
Investments:
Fixed maturity AFS securities:
Corporate bonds						$	587								$	( 65 )								$	( 34 )								$	( 347 )								$	( 11 )								$	130
State and municipal bonds						–									( 1 )									–									–									–									( 1 )
RMBS						5									–									–									–									–									5
CMBS						–									–									–									( 4 )									–									( 4 )
ABS						736									( 2 )									–									( 167 )									–									567
Hybrid and redeemable preferred
securities						–									–									–									–									( 2 )									( 2 )
Trading securities						–									( 155 )									–									( 81 )									–									( 236 )
Equity securities						1									–									–									–									–									1
Mortgage loans on real estate						5									–									–									( 179 )									–									( 174 )
Derivative investments						9									–									( 1 )									–									–									8
Other assets – indexed annuity ceded
embedded derivatives						112									–									–									( 14 )									–									98
Policyholder account balances –
RILA, fixed annuity and
IUL contracts						( 846 )									–									–									124									–									( 722 )
Total, net						$	609								$	( 223 )								$	( 35 )								$	( 668 )								$	( 13 )								$	( 330 )

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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 September 30,												For the Nine Months Ended September 30,
						2024									2023						2024						2023
Trading securities (1)						$	7								$	( 3 )					$	6					$	( 2 )
Equity securities (1)						–									12						( 2 )						( 17 )
Mortgage loans on real estate (1)						2									2						( 2 )						( 1 )
Derivative investments (1)						5									( 25 )						14						( 27 )
MRBs (2)						( 665 )									1,415						1,357						2,783
Funds withheld reinsurance liabilities –
reinsurance-related embedded derivatives (1)						661									–						1,246						–
Embedded derivatives – indexed annuity
and IUL contracts (1)						23									( 4 )						755						( 223 )
Total, net						$	33								$	1,397					$	3,374					$	2,513

(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 September 30,												For the Nine Months Ended September 30,
						2024									2023						2024						2023
Fixed maturity AFS securities:
Corporate bonds						$	43								$	( 19 )					$	2					$	( 21 )
State and municipal bonds						–									2						–						3
RMBS						1									( 1 )						–						( 1 )
ABS						47									( 5 )						27						( 4 )
Hybrid and redeemable preferred
securities						1									–						2						( 2 )
Mortgage loans on real estate						4									( 3 )						5						1
Total, net						$	96								$	( 26 )					$	36					$	( 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 September 30, 2024																		For the Three Months Ended September 30, 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			$	–					$	( 7 )					$	( 7 )					$	36					$	( 79 )					$	( 43 )
RMBS			–						( 5 )						( 5 )						12						( 5 )						7
CMBS			–						( 16 )						( 16 )						–						–						–
ABS			–						( 178 )						( 178 )						–						( 113 )						( 113 )
Hybrid and redeemable preferred
securities			10						–						10						–						( 13 )						( 13 )
Trading securities			–						–						–						6						–						6
Equity securities			–						( 4 )						( 4 )						–						–						–
Other investments			10						–						10						–						–						–
Total, net			$	20					$	( 210 )					$	( 190 )					$	54					$	( 210 )					$	( 156 )

						For the Nine Months Ended September 30, 2024																					For the Nine Months Ended September 30, 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								$	( 143 )								$	( 121 )								$	195								$	( 198 )								$	( 3 )
RMBS						–									( 5 )									( 5 )									12									( 5 )									7
CMBS						–									( 16 )									( 16 )									4									–									4
State and municipal bonds						–									( 5 )									( 5 )									–									–									–
ABS						50									( 286 )									( 236 )									2									( 346 )									( 344 )
Hybrid and redeemable preferred
securities						10									–									10									16									( 13 )									3
Trading securities						–									–									–									6									–									6
Equity securities						–									( 4 )									( 4 )									–									–									–
Derivative investments						–									( 51 )									( 51 )									31									–									31
Other investments						10									–									10									–									–									–
Total, net						$	92								$	( 510 )								$	( 418 )								$	266								$	( 562 )								$	( 296 )

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 and nine months ended September 30, 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 September 30, 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			$	183					Discounted cash flow						Liquidity/duration adjustment (2)						0		%				–						4.2		%				2.0		%
ABS			11						Discounted cash flow						Liquidity/duration adjustment (2)						1.5		%				–						1.5		%				1.5		%
CMBS			8						Discounted cash flow						Liquidity/duration adjustment (2)						2.1		%				—						2.1		%				2.1		%
Hybrid and redeemable
preferred securities			24						Discounted cash flow						Liquidity/duration adjustment (2)						1.4		%				–						2.0		%				1.8		%
Equity securities			5						Discounted cash flow						Liquidity/duration adjustment (2)						4.5		%				–						4.5		%				4.5		%
MRB assets			4,565
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)						0.27		%				–						2.24		%				1.81		%
															Mortality (7)																		(9)						(10)
															Volatility (8)						1		%				–						29		%				14.47		%
Other assets – indexed
annuity ceded embedded
derivatives			1,132						Discounted cash flow						Lapse (3)						0		%				–						9		%				(10)
															Mortality (7)																		(9)						(10)
Liabilities
Policyholder account
balances – indexed annuity
contracts embedded
derivatives			$	( 12,176 )					Discounted cash flow						Lapse (3)						0		%				–						9		%				(10)
															Mortality (7)																		(9)						(10)
MRB liabilities			( 1,272 )
Other liabilities – ceded
MRBs			( 341 )						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)						0.27		%				–						2.24		%				1.81		%
															Mortality (7)																		(9)						(10)
															Volatility (8)						1		%				–						29		%				14.47		%

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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.

(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.

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(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 the 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 the 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.

Contingencies

Reinsurance Disputes

Certain reinsurers have in the past sought, and may in the future seek, rate increases on certain yearly renewable term agreements. We may initiate legal proceedings, as necessary, under these agreements in order to protect our contractual rights. Additionally, reinsurers have in the past initiated, and may in the future initiate, legal proceedings against us.

Regulatory and Litigation Matters

Regulatory bodies, such as state insurance departments, the SEC, the Financial Industry Regulatory Authority, tax authorities and other regulatory bodies regularly make inquiries and conduct examinations, investigations or audits concerning our compliance with, among other things, insurance laws, securities laws, tax laws, laws governing the activities of broker-dealers, registered investment advisers and

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unclaimed property laws. Tax-related matters can include disputes with taxing authorities, ongoing audits, evaluation of filing positions and any potential assessments related thereto.

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 September 30, 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 September 30, 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 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 provisional settlement agreement that encompasses policies that are at issue in this case, which also includes all policies at issue in the lawsuits captioned Iwanski

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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, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. The provisional settlement, which is still subject to 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 ). As of March 31, 2024, we had accrued the total provisional settlement amount of $ 147.5 million, pre-tax.

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 provisional settlement agreement that encompasses all policies 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, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. The provisional settlement, which is still subject to 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 provisional settlement agreement that encompasses all policies 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, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. The provisional settlement, which is still subject to 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 .

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 provisional settlement agreement that encompasses all policies 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, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. The provisional settlement, which is still subject to 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 June 25, 2024, the court granted LLANY’s April 12, 2024, motion to stay proceedings in this matter pending the completion of the approval process in Glover .

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.

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On May 7, 2024, the U.S. District Court for the Eastern District of Pennsylvania consolidated for all purposes four previously disclosed civil actions: EFG Bank AG, Cayman Branch, et al. v. The Lincoln National Life Insurance Company , No. 17-cv-02592-GJP (E.D. Pa.) filed on February 1, 2017; LSH CO, et al. v. Lincoln National Corp., et al. , No. 18-cv-05529-GJP (E.D. Pa.), filed on December 21, 2018; Brighton Trustees, LLC, et al. v. The Lincoln National Life Insurance Company , No. 2:23-cv-2251-GJP (E.D. Pa.), filed on April 20, 2023 (and transferred to the U.S. District Court for the Eastern District of Pennsylvania on June 12, 2023); and Ryan K. Crayne, on behalf of and as trustee for Carlton Peak Trust v. The Lincoln National Life Insurance Company , No. 2:24-cv-00053-GJP, filed on November 17, 2023 (and transferred to the U.S. District Court for the Eastern District of Pennsylvania on January 4, 2024), and one additional pending civil action, Conestoga Trust, et al. v. Lincoln National Corp., et al., No. 18-cv-02379-GJP (E.D. Pa.), filed on June 6, 2018. In each case other than Crayne , plaintiffs purport to own universal life insurance policies or interests in universal life insurance policies originally issued by Jefferson-Pilot (now LNL). In Crayne , plaintiffs purport to own litigation claims concerning universal life policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiffs in each case allege that LNL (or, in LSH Co. and Conestoga , LNL and LNC) breached the terms of policyholders’ contracts when it increased non-guaranteed cost of insurance rates beginning in 2016 (or, in Brighton Trustees and LSH Co. , in 2016 and 2017). We are vigorously defending these consolidated matters.

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. On August 8, 2024, the U.S. Court of Appeals for the Second Circuit affirmed the District Court’s decision dismissing the case. 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 14 th 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 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 14 th 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 v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and 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. On June 24, 2024, Local 295 IBT Employer Group Pension Trust Fund (“Local 295”) filed a motion for appointment as lead plaintiff. On October 23, 2024, the court granted this motion. Local 295 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 putative 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. 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. The action seeks unspecified compensatory damages and attorney’s fees and costs. We are vigorously defending this matter.

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Lawrence Hollin, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Dennis R. Glass, Randal J. Freitag, Deirdre P Connelly, William H. Cunningham, Reginald E. Davis, Eric G. Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Michael F. Mee, Lynn M. Utter and Patrick S. Pittard (“Individual Defendants”) and Lincoln National Corporation (“Nominal Defendant”), No. 2:24-cv-02713, pending in the U.S. District Court for the Eastern District of Pennsylvania, is a complaint that was filed on June 20, 2024. Plaintiff Lawrence Hollin brings this verified stockholder derivative complaint purportedly on behalf of Nominal Defendant Lincoln National Corporation against the Individual Defendants , inter alia , for alleged breaches of fiduciary duties between at least November 4, 2020, and November 2, 2022 inclusive, and for alleged violations of the federal securities laws caused by the issuance of allegedly materially false and misleading statements issued, or caused to be issued, by the Individual Defendants in the Company’s SEC filings and other public statements. Plaintiff Hollin alleges claims against the Individual Defendants for violations of section 14(a) of the Exchange Act, 15 U.S.C. section 78n(a) and Rule 14a-9 (17 C.F.R. section 240.14a-9); for breach of fiduciary duties; for aiding and abetting breach of fiduciary duty; for unjust enrichment; and for waste of corporate assets. Plaintiff Hollin alleges that the Individual 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, the Individual Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiff Hollin alleges that the Company thereby suffered loss, injury, and damage. Among other relief, the action seeks, in favor of the Company, damages sustained by the Company, punitive damages and attorney’s fees and costs. On September 26, 2024, the court entered an order that, among other things, this case and the Wiersum case (discussed below) be consolidated for all purposes under the matter name In Re. Lincoln National Corporation Stockholder Derivative Litigation (No.: 2:24-cv-02713) and that all proceedings and deadlines in this matter be stayed until 30 days after resolution of all motions to dismiss (including the exhaustion of all related appeals) in the Meade matter discussed above. The Individual Defendants are vigorously defending this matter.

Robert R. Wiersum, derivatively on behalf of Lincoln National Corporation v. Ellen G. Cooper, Dennis R. Glass, Randal J. Freitag, Deirdre P Connelly, William H. Cunningham, Reginald E. Davis, Eric G. Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Michael F. Mee, Lynn M. Utter and Patrick S. Pittard (“Individual Defendants”) and Lincoln National Corporation (“Nominal Defendant”), No. 2:24-cv-03251, pending in the U.S. District Court for the Eastern District of Pennsylvania, is a complaint that was filed on July 23, 2024. Plaintiff Robert R. Wiersum brings this verified stockholder derivative complaint purportedly on behalf of Nominal Defendant Lincoln National Corporation against the Individual Defendants , inter alia , for alleged breaches of fiduciary duties between at least November 4, 2020, and the date of the filing, inclusive, and for alleged violations of the federal securities laws caused by the issuance of allegedly materially false and misleading statements issued, or caused to be issued, by the Individual Defendants in the Company’s SEC filings and other public statements. Plaintiff Wiersum alleges claims against the Individual Defendants for violations of section 14(a) of the Exchange Act, 15 U.S.C. section 78n(a) and Rule 14a-9 (17 C.F.R. section 240.14a-9); for breach of fiduciary duties; for unjust enrichment; and for waste of corporate assets. Plaintiff Wiersum alleges that the Individual 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, the Individual Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiff Wiersum alleges that the Company thereby suffered loss, injury, and damage. Among other relief, the action seeks, in favor of the Company, damages sustained by the Company and attorney’s fees and costs. On September 26, 2024, the court entered an order that, among other things, this case and the Hollin case (discussed above) be consolidated for all purposes under the matter name In Re. Lincoln National Corporation Stockholder Derivative Litigation (No.: 2:24-cv-02713) and that all proceedings and deadlines in this matter be stayed until 30 days after resolution of all motions to dismiss (including the exhaustion of all related appeals) in the Meade matter discussed above. The Individual Defendants are vigorously defending this matter.

Kelly Grink v. Virtua Health and Lincoln National Corporation et al ., No. 1:24-cv-09919, is a putative class action filed on October 18, 2024, in the U.S. District Court for the District of New Jersey. Plaintiffs Kelly Grink and Diane Trump are participants in Virtua Health’s defined contribution plans. Plaintiffs seek to represent all current and former participants or beneficiaries of Virtua’s 401(k) savings plan and 403(b) retirement program who invested in the plan’s fixed annuity option in the six years prior to the filing of this lawsuit. Lincoln offers a fixed annuity investment option to plan participants through its group annuity contract with the plans. Lincoln also provides recordkeeping and administration services to the plans. Plaintiffs allege that the Virtua defendants acted in breach of their fiduciary duty including by maintaining the plans’ investment in the Lincoln stable value fund when other investment providers are alleged to have provided superior alternatives at substantially lower cost. Plaintiffs allege that Lincoln acted as a fiduciary with respect to the fixed annuity investment option and was a party in interest to a prohibited transaction under ERISA. The action seeks unspecified relief against Lincoln. We are vigorously defending this matter.

Tax Assessment Proceeding

Lincoln National Life Insurance Company v. Township of Radnor , pending in the Court of Common Pleas of Delaware County, Pennsylvania Civil Division, No. 2022-001894, is a de novo appeal filed by LNL on March 21, 2022, regarding a September 30, 2021, Notice of Tax Assessment issued by the Township of Radnor to LNL for additional business privilege tax (“BPT”) for the years 2014-2019/2020

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estimate. The assessment was based on an audit undertaken by a third-party auditor and consultant to the Township of Radnor, following a periodic business review of LNL undertaken by the same individual in 2018. The assessment is comprised of taxes, interest and penalties for the period in question. LNL filed a motion for summary judgment, that was denied by the court. The trial of this matter began in October 2024 and is scheduled to continue in November 2024. We are vigorously defending this matter.

Preferred Shares

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

			As of September 30, 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 September 30,
			2024												2023
			Dividend						Aggregate						Dividend						Aggregate
Series			Per Share						Dividend						Per Share						Dividend
Series C			$	1,156.25					$	23					$	1,156.25					$	23
Series D			562.50						11						562.50						11
Total			$	1,718.75					$	34					$	1,718.75					$	34

						For the Nine Months Ended September 30,
						2024															2023
						Dividend									Aggregate									Dividend									Aggregate
Series						Per Share									Dividend									Per Share									Dividend
Series C						$	2,312.50								$	46								$	1,792.19								$	36
Series D						1,687.50									34									1,743.75									35
Total						$	4,000.00								$	80								$	3,535.94								$	71

Common Shares

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

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024									2023
Common Stock
Balance as of beginning-of-period			170,188,487						169,630,880						169,666,137									169,220,511
Stock compensation/issued for benefit plans			152,980						27,391						675,330									437,760
Balance as of end-of-period			170,341,467						169,658,271						170,341,467									169,658,271

Our common stock is without par value.

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Earnings Per Share

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

			For the Three Months Ended September 30,																		For the Nine Months Ended September 30,
			2024						2023												2024									2023
Net income (loss) available to common stockholders – basic			$	( 562 )					$	819											$	1,508								$	412
Net income (loss) available to common stockholders – diluted			$	( 562 )					$	819											$	1,511								$	410
Weighted-average shares, as used in basic calculation			170,773,438						169,645,881												170,482,264									169,529,509
Incremental common shares from assumed exercise or
issuance of stock-based incentive compensation awards			2,075,432						623,039												1,575,034									507,752
Average deferred compensation shares			—						621,582												710,256									588,183
Weighted-average shares, as used in diluted calculation (1)			172,848,870						170,890,502												172,767,554									170,625,444
Net income (loss) per share:
Basic			$	( 3.29 )					$	4.82											$	8.85								$	2.43
Diluted			( 3.29 )						4.79												8.75									2.40

(1) Due to reporting a net loss for the three months ended September 30, 2024, 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 less than $ 1 million for the three months ended September 30, 2023, a nd $( 3 ) million and $ 2 million for the nine months ended September 30, 2024 and 2023, respectively.

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AOCI

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

			For the Nine Months Ended September 30,
			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			1,555						( 3,405 )
Change in foreign currency exchange rate adjustment			124						( 21 )
Change in future contract benefits and policyholder account balances,
net of reinsurance			( 382 )						27
Income tax benefit (expense)			( 276 )						707
Less:
Reclassification adjustment for gains (losses) included in net income (loss)			( 163 )						( 1,145 )
Income tax benefit (expense)			34						240
Balance as of end-of-period			$	( 4,038 )					$	( 10,703 )
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year			$	375					$	388
Unrealized holding gains (losses) arising during the period			305						231
Change in foreign currency exchange rate adjustment			( 121 )						30
Income tax benefit (expense)			( 39 )						( 55 )
Less:
Reclassification adjustment for gains (losses) included in net income (loss)			60						68
Income tax benefit (expense)			( 13 )						( 14 )
Balance as of end-of-period			$	473					$	540
Market Risk Benefit Non-Performance Risk Gain (Loss)
Balance as of beginning-of-year			$	1,070					$	1,741
Adjustment arising during the period			( 367 )						( 944 )
Income tax benefit (expense)			78						202
Balance as of end-of-period			$	781					$	999
Policyholder Liability Discount Rate Remeasurement Gain (Loss)
Balance as of beginning-of-year			$	587					$	747
Adjustment arising during the period			( 209 )						347
Income tax benefit (expense)			44						( 73 )
Balance as of end-of-period			$	422					$	1,021
Foreign Currency Translation Adjustment
Balance as of beginning-of-year			$	( 26 )					$	( 34 )
Foreign currency translation adjustment arising during the period			8						1
Balance as of end-of-period			$	( 18 )					$	( 33 )
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year			$	( 294 )					$	( 278 )
Adjustment arising during the period			( 8 )						( 26 )
Balance as of end-of-period			$	( 302 )					$	( 304 )

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The following summarizes the reclassifications out of AOCI (in millions) and the associated line item on the Consolidated Statements of Comprehensive Income (Loss):

			For the Nine Months Ended September 30,
			2024						2023
Unrealized Gain (Loss) on Fixed Maturity AFS
Securities and Certain Other Investments
Reclassification			$	( 193 )					$	( 1,175 )		Realized gain (loss)
Associated change in future contract benefits			30						30			Benefits
Reclassification before income tax benefit (expense)			( 163 )						( 1,145 )			Income (loss) before taxes
Income tax benefit (expense)			34						247			Federal income tax expense (benefit)
Reclassification, net of income tax			$	( 129 )					$	( 898 )		Net income (loss)
Unrealized Gain (Loss) on Derivative Instruments
Interest rate contracts			( 2 )						–			Net investment income
Interest rate contracts			20						22			Interest and debt expense
Foreign currency contracts			41						42			Net investment income
Foreign currency contracts			1						4			Realized gain (loss)
Reclassifications before income tax benefit (expense)			60						68			Income (loss) before taxes
Income tax benefit (expense)			( 13 )						( 14 )			Federal income tax expense (benefit)
Reclassifications, net of income tax			$	47					$	54		Net income (loss)

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 CODM views and manages the business. A discussion of these segments and Other Operations is found in Note 20 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. In the third quarter of 2024, we revised our definition of income (loss) from operations to exclude the impact of certain items that are not indicative of the ongoing operations of the business and may obscure trends in the underlying performance of the Company. The revised definition now excludes, as applicable, certain legal accruals, severance expense related to initiatives that realign the workforce, mark-to-market adjustment related to the LNC stock component of our deferred compensation plans, impacts from the settlement or curtailment of defined benefit obligations and the effect of tax adjustments such as changes to deferred tax valuation allowances from the definition of income (loss) from operations. The presentation of prior period income (loss) from operations has been recast to conform to the current period presentation.

Income (loss) from operations is GAAP net income excluding 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)”);

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• 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, accounting policy changes and new regulations, including changes in tax law;

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

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

• Income (loss) from discontinued operations;

• Other items, which include the following: certain legal accruals; severance expense related to initiatives that realign the workforce; 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; mark-to-market adjustment related to the LNC stock component of our deferred compensation plans (“deferred compensation mark-to-market adjustment”); gains (losses) on modification or early extinguishment of debt; and impacts from settlement or curtailment of defined benefit obligations; and

• Income tax benefit (expense) related to the above pre-tax items, including the effect of tax adjustments such as changes to deferred tax valuation allowances.

Operating revenues represent GAAP revenues excluding the 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;

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

• Gains (losses) on other non-financial assets.

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 consolidated financial statements and federal income tax returns.

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

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Revenues
Operating revenues:
Annuities			$	1,195					$	1,197					$	3,673					$	3,528
Life Insurance			1,589						1,723						4,640						5,241
Group Protection			1,432						1,388						4,299						4,176
Retirement Plan Services			335						327						984						988
Other Operations			52						38						118						127
Revenue adjustments from annuity and
life insurance product features			149						( 14 )						( 325 )						( 1,908 )
Credit loss-related adjustments			( 88 )						( 27 )						( 124 )						( 53 )
Investment gains (losses) (1)			( 105 )						( 400 )						( 416 )						( 1,126 )
Changes in the fair value of reinsurance-related embedded
derivatives, trading securities and certain mortgage loans (2)			( 446 )						( 29 )						( 51 )						( 27 )
Gains (losses) on other non-financial assets – sale of
subsidiaries/businesses (3)			( 2 )						–						582						–
Total revenues			$	4,111					$	4,203					$	13,380					$	10,946

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			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023 (4)						2024						2023 (4)
Net Income (Loss)
Income (loss) from operations:
Annuities			$	301					$	248					$	857					$	794
Life Insurance			22						( 173 )						( 48 )						( 153 )
Group Protection			109						68						318						247
Retirement Plan Services			44						43						120						133
Other Operations			( 84 )						( 102 )						( 276 )						( 293 )
Net annuity product features, pre-tax			( 381 )						1,322						1,319						1,076
Net life insurance product features, pre-tax			( 125 )						108						( 253 )						( 168 )
Credit loss-related adjustments, pre-tax			( 88 )						( 27 )						( 124 )						( 53 )
Investment gains (losses), pre-tax (1)			( 105 )						( 400 )						( 416 )						( 1,126 )
Changes in the fair value of reinsurance-related
embedded derivatives, trading securities and
certain mortgage loans, pre-tax (2)			( 446 )						( 29 )						( 51 )						( 27 )
Gains (losses) on other non-financial assets – sale of
subsidiaries/businesses, pre-tax (3)			( 2 )						–						582						–
Other items, pre-tax (5) (6) (7) (8)			( 19 )						( 12 )						( 238 )						( 23 )
Income tax benefit (expense) related to the
above pre-tax items			246						( 193 )						( 202 )						76
Net income (loss)			$	( 528 )					$	853					$	1,588					$	483

(1) The three and nine months ended September 30, 2023, include impairments of certain fixed maturity AFS securities in an unrealized loss position, resulting from the Company’s intent to sell these securities as part of the fourth quarter 2023 reinsurance transaction. See Notes 3 and 7 for additional information.

(2) 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 .

(3) For information on the sale of our wealth management business, including the statutory capital benefit, see Note 1 .

(4) The prior period presentation has been recast to conform to the revised definition of income (loss) from operations.

(5) Includes certain legal accruals of $( 12 ) million in the third quarter of 2023 and $( 114 ) million primarily related to the settlement of cost of insurance litigation in the first quarter of 2024.

(6) Includes severance expense related to initiatives that realign the workforce of $( 3 ) million, $( 3 ) million, $( 49 ) million, $( 7 ) million and $( 16 ) million in the first quarter of 2023, second quarter of 2023, first quarter of 2024, second quarter of 2024 and third quarter of 2024, respectively.

(7) Includes transaction and integration costs related to mergers, acquisitions and divestitures of $( 9 ) million, $( 1 ) million, $( 10 ) million, $( 27 ) million and $( 2 ) million for the second quarter of 2023, third quarter of 2023, first quarter of 2024, second quarter of 2024 and third quarter of 2024, respectively.

(8) Includes deferred compensation mark-to-market adjustment of $ 12 million, $( 8 ) million, $ 1 million, $( 13 ) million, $ 1 million and $( 1 ) million in the first quarter of 2023, second quarter of 2023, third quarter of 2023, first quarter of 2024, second quarter of 2024 and third quarter of 2024, respectively.

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Other segment information (in millions) was as follows:

			As of September 30,						As of December 31,
			2024						2023
Assets
Annuities			$	202,827					$	185,599
Life Insurance			115,397						108,932
Group Protection			9,216						9,714
Retirement Plan Services			49,533						46,793
Other Operations			19,867						21,375
Total assets			$	396,840					$	372,413

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 September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Fixed maturity AFS securities:
Gross gains			$	3					$	1					$	11					$	35
Gross losses			( 38 )						( 3 )						( 204 )						( 119 )
Credit loss benefit (expense) (1)			( 14 )						( 1 )						( 40 )						( 17 )
Intent to sell impairments (2)			–						( 467 )						–						( 1,091 )
Realized gain (loss) on equity securities (3)			6						8						18						( 20 )
Credit loss benefit (expense) on mortgage loans on real estate			( 47 )						( 9 )						( 65 )						( 16 )
Credit loss benefit (expense) on reinsurance-related assets			( 27 )						( 16 )						( 19 )						( 20 )
Realized gain (loss) on the mark-to-market on certain
instruments (4)(5)			( 623 )						128						( 523 )						( 147 )
Indexed product derivative results (6)			120						4						342						( 199 )
Derivative results (7)			209						( 81 )						( 258 )						( 1,454 )
Realized gain (loss) on subsidiaries/businesses (8)			( 2 )						–						582						–
Other realized gain (loss)			( 18 )						( 17 )						( 45 )						( 18 )
Total realized gain (loss)			$	( 431 )					$	( 453 )					$	( 201 )					$	( 3,066 )

(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) The three and nine months ended September 30, 2023, include impairments of certain fixed maturity AFS securities in an unrealized loss position, resulting from the Company’s intent to sell these securities as part of the fourth quarter 2023 reinsurance transaction. See Notes 3 and 7 for additional information.

(3) Includes mark-to-market adjustments on equity securities still held of $ 6 million and $ 9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 21 million and $( 22 ) million for the nine months ended September 30, 2024 and 2023, respectively.

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

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(5) Includes gains and losses from fair value changes on mortgage loans on real estate accounted for under the fair value option of $ 1 million and $ 2 million for the three months ended September 30, 2024 and 2023, respectively, and $ 4 million and $ 1 million for the nine months ended September 30, 2024 and 2023, respectively.

(6) 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.

(7) 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.

(8) For information on the sale of the wealth management business, see Note 1 .

The effective tax rate is the ratio of tax expense (benefit) over pre-tax income (loss). The effective tax rate was 25 % and 17 % for the three and nine months ended September 30, 2024, respectively, compared to 18 % and ( 4 )%, respectively, for the corresponding periods in 2023. 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 September 30, 2024, 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. For the nine months ended September 30, 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 September 30, 2023, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to the effects of preferential tax items. For the nine months ended September 30, 2023, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to the effects of preferential tax items exceeding the tax expense at 21% on pre-tax income.

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