LINCOLN NATIONAL CORP – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations

Index to Management's Discussion and Analysis of Financial Condition and Results

                                 of Operations

                                                     Page

Forward-Looking Statements - Cautionary Language 48

  Introduction                                         49
  Executive Summary                                    49
  Critical Accounting Policies and Estimates           50
  Results of Consolidated Operations                   52
  Results of Annuities                                 54
  Results of Retirement Plan Services                  58
  Results of Life Insurance                            62
  Results of Group Protection                          67
  Results of Other Operations                          71
  Realized Gain (Loss)                                 73
  Consolidated Investments                             75
  Liquidity and Capital Resources                      87



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The following Management's Discussion and Analysis ("MD&A") is intended to help
the reader understand the financial condition as of March 31, 2022, compared
with December 31, 2021, and the results of operations for the three months ended
March 31, 2022, compared with the corresponding period in 2021 of Lincoln
National Corporation and its consolidated subsidiaries. Unless otherwise stated
or the context otherwise requires, "LNC," "Company," "we," "our" or "us" refers
to Lincoln National Corporation and its consolidated subsidiaries.

The MD&A is provided as a supplement to, and should be read in conjunction with,
our consolidated financial statements and the accompanying notes to the
consolidated financial statements ("Notes") presented in "Part I - Item 1.
Financial Statements"; our Form 10-K for the year ended December 31, 2021 ("2021
Form 10-K"); and other reports filed with the Securities and Exchange Commission
("SEC"). For more detailed information on the risks and uncertainties associated
with the Company's business activities, see the risks described in "Part I -
Item 1A. Risk Factors" in our 2021 Form 10-K.

                FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE

Certain statements made in this report and in other written or oral statements
made by us or on our behalf are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A
forward-looking statement is a statement that is not a historical fact and,
without limitation, includes any statement that may predict, forecast, indicate
or imply future results, performance or achievements. Forward-looking statements
may contain words like: "anticipate," "believe," "estimate," "expect,"
"project," "shall," "will" and other words or phrases with similar meaning in
connection with a discussion of future operating or financial performance. In
particular, these include statements relating to future actions, trends in our
businesses, prospective services or products, future performance or financial
results and the outcome of contingencies, such as legal proceedings. We claim
the protection afforded by the safe harbor for forward-looking statements
provided by the PSLRA.

Forward-looking statements are subject to risks and uncertainties. Actual
results could differ materially from those expressed in or implied by such
forward-looking statements due to a variety of factors, including:

?The continuation of the COVID-19 pandemic, or future outbreaks of COVID-19, and
uncertainty surrounding the length and severity of future impacts on the global
economy and on our business, results of operations and financial condition;

?Further deterioration in general economic and business conditions that may
affect account values, investment results, guaranteed benefit liabilities,
premium levels and claims experience;

?Adverse global capital and credit market conditions that may affect our ability
to raise capital, if necessary, and may cause us to realize impairments on
investments and certain intangible assets, including goodwill and the valuation
allowance against deferred tax assets, which may reduce future earnings and/or
affect our financial condition and ability to raise additional capital or
refinance existing debt as it matures;

?The inability of our subsidiaries to pay dividends to the holding company in
sufficient amounts, which could harm the holding company's ability to meet its
obligations;

?Legislative, regulatory or tax changes, both domestic and foreign, that affect:
the cost of, or demand for, our subsidiaries' products; the required amount of
reserves and/or surplus; our ability to conduct business and our captive
reinsurance arrangements as well as restrictions on the payment of revenue
sharing and 12b-1 distribution fees;

?The impact of U.S. federal tax reform legislation on our business, earnings and
capital;

?The impact of Regulation Best Interest or other regulations adopted by the SEC,
the Department of Labor or other federal or state regulators or self-regulatory
organizations relating to the standard of care owed by investment advisers
and/or broker-dealers that could affect our distribution model;

?Actions taken by reinsurers to raise rates on in-force business;

?Further declines in or sustained low interest rates causing a reduction in
investment income, the interest margins of our businesses, estimated gross
profits ("EGPs") and demand for our products;

?Rapidly increasing interest rates causing contract holders to surrender life
insurance and annuity policies, thereby causing realized investment losses, and
reduced hedge performance related to variable annuities;

?The impact of the implementation of the provisions of the Dodd-Frank Wall
Street Reform and Consumer Protection Act relating to the regulation of
derivatives transactions;

?The initiation of legal or regulatory proceedings against us, and the outcome
of any legal or regulatory proceedings, such as: adverse actions related to
present or past business practices common in businesses in which we compete;
adverse decisions in significant actions including, but not limited to, actions
brought by federal and state authorities and class action cases; new decisions
that result in changes in law; and unexpected trial court rulings;

?A decline or continued volatility in the equity markets causing a reduction in
the sales of our subsidiaries' products; a reduction of asset-based fees that
our subsidiaries charge on various investment and insurance products; an
acceleration of the net amortization of deferred acquisition costs ("DAC"),
value of business acquired ("VOBA"), deferred sales inducements ("DSI") and
deferred front-end loads ("DFEL"); and an increase in liabilities related to
guaranteed benefit features of our subsidiaries' variable annuity products;

?Ineffectiveness of our risk management policies and procedures, including
various hedging strategies used to offset the effect of changes in the value of
liabilities due to changes in the level and volatility of the equity markets and
interest rates;

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?A deviation in actual experience regarding future persistency, mortality,
morbidity, interest rates or equity market returns from the assumptions used in
pricing our subsidiaries' products, in establishing related insurance reserves
and in the net amortization of DAC, VOBA, DSI and DFEL, which may reduce future
earnings;

?Changes in accounting principles that may affect our business, results of
operations and financial condition, including the adoption effective January 1,
2023, of Financial Accounting Standards Board ("FASB") Accounting Standards
Update ("ASU") 2018-12, Targeted Improvements to the Accounting for
Long-Duration Contracts;

?Lowering of one or more of our debt ratings issued by nationally recognized
statistical rating organizations and the adverse effect such action may have on
our ability to raise capital and on our liquidity and financial condition;

?Lowering of one or more of the insurer financial strength ratings of our
insurance subsidiaries and the adverse effect such action may have on the
premium writings, policy retention, profitability of our insurance subsidiaries
and liquidity;

?Significant credit, accounting, fraud, corporate governance or other issues
that may adversely affect the value of certain financial assets, as well as
counterparties to which we are exposed to credit risk, requiring that we realize
losses on financial assets;

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

?The effect of acquisitions and divestitures, restructurings, product
withdrawals and other unusual items;

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

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

?Future pandemics, acts of terrorism, war or other man-made and natural
catastrophes that may adversely affect our businesses and the cost and
availability of reinsurance;

?Competitive conditions, including pricing pressures, new product offerings and
the emergence of new competitors, that may affect the level of premiums and fees
that our subsidiaries can charge for their products;

?The unknown effect on our subsidiaries' businesses resulting from evolving
market preferences and the changing demographics of our client base; and

?The unanticipated loss of key management, financial planners or wholesalers.

The risks and uncertainties included here are not exhaustive. Our most recent
Form 10-K as well as other reports that we file with the SEC include additional
factors that could affect our businesses and financial performance. Moreover, we
operate in a rapidly changing and competitive environment. New risk factors
emerge from time to time, and it is not possible for management to predict all
such risk factors.

Further, it is not possible to assess the effect of all risk factors on our
businesses or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of
actual results. In addition, we disclaim any obligation to update any
forward-looking statements to reflect events or circumstances that occur after
the date of this report.

                                  INTRODUCTION

                               Executive Summary

We are a holding company that operates multiple insurance and retirement
businesses through subsidiary companies. We sell a wide range of wealth
protection, accumulation, retirement income and group protection products and
solutions through our four business segments:

?Annuities;

?Retirement Plan Services;

?Life Insurance; and

?Group Protection

We also have Other Operations, which includes the financial data for operations
that are not directly related to the business segments. See "Part I - Item 1.
Business" in our 2021 Form 10-K for a discussion of our business segments and
products.

In this report, in addition to providing consolidated revenues and net income
(loss), we also provide segment operating revenues and income (loss) from
operations because we believe they are meaningful measures of revenues and the
profitability of our operating segments. Operating revenues and income (loss)
from operations are the financial performance measures we use to evaluate and
assess the results of our segments. Accordingly, we define and report operating
revenues and income (loss) from operations by segment in Note 14. Our management
believes that operating revenues and income (loss) from operations explain the
results of our ongoing businesses in a manner that allows for a better
understanding of the underlying trends in our current businesses. Certain items
are excluded from operating revenue and income (loss) from operations because
they are unpredictable and not necessarily indicative of current operating
fundamentals or future performance of the business segments, and, in many
instances, decisions regarding these items do not necessarily relate to the
operations of the individual segments. In addition, we believe that our
definitions of operating revenues and income (loss)

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from operations will provide investors with a more valuable measure of our
performance because it better reveals trends in our businesses.

We provide information about our segments' and Other Operations' operating
revenue and expense line items and realized gain (loss), key drivers of changes
and historical details underlying the line items below. For factors that could
cause actual results to differ materially from those set forth, see
"Forward-Looking Statements - Cautionary Language" above and "Part I - Item 1A.
Risk Factors" in our 2021 Form 10-K.

Industry trends, significant operational matters and outlook are described in
"Part II - Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Introduction - Executive Summary" of our 2021 Form
10-K, which is further updated by the discussion that follows.

COVID-19 Pandemic

The health, economic and business conditions precipitated by the worldwide
COVID-19 pandemic that emerged in 2020 continue to adversely affect us and are
expected to continue to adversely affect our business, results of operations and
financial condition in the second quarter of 2022. We continue to monitor U.S.
CDC reports related to COVID-19 and the potential impacts of the COVID-19
pandemic on our Life Insurance and Group Protection segments. See "Additional
Information" within Results of Life Insurance and Results of Group Protection
below for expected impacts of the COVID-19 pandemic in the second quarter of
2022.

The ultimate impact on our business, results of operations and financial
condition depends on the severity and duration of the COVID-19 pandemic and
related health, economic and business impacts and actions taken by governmental
authorities and other third parties in response, each of which is uncertain,
rapidly changing and difficult to predict. For more information on the risks
related to the COVID-19 pandemic, see "Part I - Item 1A. Risk Factors - Market
Conditions - The impacts of the COVID-19 pandemic have adversely affected and
are expected to continue to adversely affect our business and results of
operations, and the future impacts of the COVID-19 pandemic on the company's
business, results of operations and financial condition remain uncertain" in our
2021 Form 10-K.

Interest Rate Environment

In light of substantial progress since 2020 in the labor markets, elevated
inflation and geopolitical events, the Federal Reserve announced in March 2022
the first increase to the federal funds rate target range since December 2018.
Subsequently, in May 2022, the Federal Reserve announced an additional 50 basis
points increase to the federal funds rate target range, setting the range at
0.75% to 1.00%, and stated that it anticipates ongoing increases throughout
2022. Additionally, the Federal Reserve announced that it will reduce its
holdings of Treasury securities, agency debt and agency mortgage-backed
securities at a measured pace beginning in June 2022. Although short-term
interest rates may continue to rise during the year, we expect the low interest
rate environment to continue to adversely affect our businesses through spread
compression, which we expect to moderate over time as interest rates continue to
rise. We continue to be proactive in our investment strategies, product designs,
crediting rate strategies, expense management actions and overall
asset-liability practices to mitigate the risk of unfavorable consequences in
this continued low interest rate environment.

We have provided disclosures around interest rate risk in "Part I - Item 1A.
Risk Factors - Market Conditions - Changes in interest rates and sustained low
interest rates may cause interest rate spreads to decrease, impacting our
profitability, and make it more challenging to meet certain statutory
requirements, and changes in interest rates may also result in increased
contract withdrawals," "Part II - Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations - Critical Accounting Policies
and Estimates - Annual Assumption Review - Long-Term New Money Investment Yield
Sensitivity" and "Item 7A. Quantitative and Qualitative Disclosures About Market
Risk - Interest Rate Risk" in our 2021 Form 10-K.

Spark Initiative

In the fourth quarter of 2021, we formally communicated our new expense savings
initiative, the Spark Initiative. Because we have almost completed the
investments related to our strategic digitization initiative first announced in
2016, beginning in the fourth quarter of 2021, we integrated the actual and
expected remaining amounts associated with that initiative into the amounts
associated with the Spark Initiative. For more information about the Spark
Initiative, see "Part II - Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Introduction - Executive
Summary" in our 2021 Form 10-K.

                   Critical Accounting Policies and Estimates

The MD&A included in our 2021 Form 10-K contains a detailed discussion of our
critical accounting policies and estimates. The following information updates
the "Critical Accounting Policies and Estimates" provided in our 2021 Form 10-K,
and therefore, should be read in conjunction with that disclosure.

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DAC, VOBA, DSI and DFEL

Reversion to the Mean

As variable fund returns do not move in a systematic manner, we reset the
baseline of account values from which EGPs are projected, which we refer to as
our reversion to the mean ("RTM") process, as discussed in our 2021 Form 10-K.

If we had unlocked our RTM assumption as of March 31, 2022, we would have
recorded favorable unlocking of approximately $300 million, pre-tax, primarily
within our Annuities segment.

Investments

Investment Valuation

The following summarizes investments on our Consolidated Balance Sheets carried
at fair value by pricing source and fair value hierarchy level (in millions) as
of March 31, 2022:

                              Quoted
                              Prices
                             in Active
                            Markets for     Significant        Significant
                             Identical       Observable        Unobservable
                              Assets            Inputs              Inputs           Total
                             (Level 1)        (Level 2)            (Level 3)       Fair Value
Priced by third-party
pricing services            $       461       $   97,456          $       193     $     98,110
Priced by independent
broker quotations                     -                -                4,411            4,411
Priced by matrices                    -           14,256                    -           14,256
Priced by other methods
(1)                                   -                -                3,853            3,853
Total                       $       461       $  111,712          $     8,457     $    120,630

Percent of total                     0%              93%                   7%             100%

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

For more information about the valuation of our financial instruments carried at
fair value, see "Part II - Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Introduction - Critical
Accounting Policies and Estimates - Investments - Investment Valuation" in our
2021 Form 10-K and Note 13 herein.

Derivatives

Our accounting policies for derivatives and the potential effect on interest
spreads in a falling rate environment are discussed in Note 5 herein and "Part
II - Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our
2021 Form 10-K.

Future Contract Benefits

Guaranteed Living Benefits

Within our annuity business, we have certain products that contain GLB features.
The proportion of our variable annuity account values that contained GLB
features to our total annuity account values, net of reinsurance, was 49% and
52% as of March 31, 2022 and 2021, respectively. Underperforming equity markets
increase our exposure to potential benefits with the GLB features. A contract
with a GLB feature is "in the money" if the contract holder's account balance
falls below the present value of guaranteed withdrawal or income benefits,
assuming no lapses. As of March 31, 2022 and 2021, 19% and 9%, respectively, of
all in-force contracts with a GLB feature were "in the money," and our exposure,
after reinsurance, as of March 31, 2022 and 2021, was $1.1 billion and $541
million, respectively. However, the only way the contract holder can realize the
excess of the present value of benefits over the account value of the contract
is through a series of withdrawals or income payments that do not exceed a
maximum amount. If, after the series of withdrawals or income payments, the
account value is exhausted, the contract holder will continue to receive a
series of annuity payments. The account value can also fluctuate with equity
market returns on a daily basis resulting in increases or decreases in the
excess of the present value of benefits over account value.

For information on our variable annuity hedge program performance, see our
discussion in "Realized Gain (Loss) - Variable Annuity Net Derivative Results"
below.

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For information on our estimates of the potential instantaneous effect to net
income (loss) that could result from sudden changes that may occur in equity
markets, interest rates and implied market volatilities, see our discussion in
"Part II - Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Introduction - Critical Accounting Policies and
Estimates - Future Contract Benefits - GLB" in our 2021 Form 10-K.