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LINCOLN NATIONAL CORP

For the period ended Dec 31, 2024. Filed Feb 21, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 21, 2025

LNC$40.05+2.3%Stored close · as of Nov 6, 2026
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Contents

Note

  1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies

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 results for operations that are not directly related to our business segments in Other Operations. The collective group of businesses uses “Lincoln Financial” 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 19.

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with United States of America generally accepted accounting principles (“GAAP”). Certain GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized below.

Certain amounts reported in prior year consolidated financial statements have been reclassified to conform to the presentation adopted in the current year. 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. The amortization of deferred gain (loss) on business sold through reinsurance was previously 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 segment as follows:

Business SegmentLevel of Aggregation
AnnuitiesVariable Annuities
Fixed Annuities
Payout Annuities
Life InsuranceTraditional Life
UL and Other
Group ProtectionGroup Protection
Retirement Plan ServicesRetirement 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.

Sale of Wealth Management Business

On May 6, 2024, we closed the 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, and recognized a $544 million pre-tax realized gain for the year ended December 31, 2024, net of transaction expenses. Transaction expenses for the year ended December 31, 2024, of $38 million were reported in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss). For more information, see Note 20.

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of LNC and all other entities in which we have a controlling financial interest and any variable interest entities (“VIEs”) in which we are the primary beneficiary. We use the equity method of accounting to recognize all of our investments in limited partnerships (“LPs”). All material inter-company accounts and transactions have been eliminated in consolidation.

Our involvement with VIEs is primarily to invest in assets that allow us to gain exposure to a broadly diversified portfolio of asset classes. A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support or where investors lack certain characteristics of a controlling financial interest. We assess our contractual, ownership or other interests in a VIE to determine if our interest participates in the variability the VIE was designed to absorb and pass onto variable interest holders. We perform an ongoing qualitative assessment of our variable interests in VIEs to determine whether we have a controlling financial interest and would therefore be considered the primary beneficiary of the VIE. If we determine we are the primary beneficiary of a VIE, we consolidate the assets and liabilities of the VIE in the consolidated financial statements.

Accounting Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. In applying these estimates and assumptions, management makes subjective and complex judgments that frequently require assumptions about matters that are uncertain and inherently subject to change. Actual results could differ from these estimates and assumptions. Included among the material (or potentially material) reported amounts and disclosures that require use of estimates are: fair value of certain financial assets, derivatives, allowances for credit losses, goodwill and other intangibles, MRBs, future contract benefits, income taxes including the recoverability of our deferred tax assets, and the potential effects of resolving litigated matters.

Business Combinations

We use the acquisition method of accounting for all business combination transactions, and accordingly, recognize the fair values of assets acquired, liabilities assumed and any noncontrolling interests in the consolidated financial statements. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period as more information becomes available relative to the fair values as of the acquisition date. The consolidated financial statements include the results of operations of any acquired company since the acquisition date.

Fair Value Measurement

Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset or non-performance risk, which would include our own credit risk. Our estimate of an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as opposed to the price that would be paid to acquire the asset or receive a liability (“entry price”). Pursuant to the Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification TM, we categorize our financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique. The three-level hierarchy for fair value measurement is defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date, except for large holdings subject to “blockage discounts” that are excluded;

Level 2 – inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies; and

Level 3 – inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability, and we make estimates and assumptions related to the pricing of the asset or liability, including assumptions regarding risk.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

When a determination is made to classify an asset or liability within Level 3 of the fair value hierarchy, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. Because certain securities trade in less liquid or illiquid markets with limited or no pricing information, the determination of fair value for these securities is inherently more difficult. However, Level 3 fair value investments may include, in addition to the unobservable or Level 3 inputs, observable components, which are components that are actively quoted or can be validated to market-based sources.

Fixed Maturity Available-For-Sale Securities – Fair Valuation Methodologies and Associated Inputs

Securities classified as available-for-sale (“AFS”) consist of fixed maturity securities and are stated at fair value with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”).

We measure the fair value of our securities classified as fixed maturity AFS based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the fixed maturity security, and we consistently apply the valuation methodology to measure the security’s fair value. Our fair value measurement is based on a market approach that utilizes prices and other relevant information generated by market transactions involving identical or comparable securities. Sources of inputs to the market approach primarily include third-party pricing services, independent broker quotations or pricing matrices. We do not adjust prices received from third parties; however, we do analyze the third-party pricing services’ valuation methodologies and related inputs and perform additional evaluation to determine the appropriate level within the fair value hierarchy.

The observable and unobservable inputs to our valuation methodologies are based on a set of standard inputs that we generally use to evaluate all of our fixed maturity AFS securities. Observable inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. In addition, market indicators, industry and economic events are monitored, and further market data is acquired if certain triggers are met. For certain security types, additional inputs may be used, or some of the inputs described above may not be applicable. For private placement securities, we use pricing matrices that utilize observable pricing inputs of similar public securities and Treasury yields as inputs to the fair value measurement. Depending on the type of security or the daily market activity, standard inputs may be prioritized differently or may not be available for all fixed maturity AFS securities on any given day. For broker-quoted only securities, non-binding quotes from market makers or broker-dealers are obtained from sources recognized as market participants. For securities trading in less liquid or illiquid markets with limited or no pricing information, we use unobservable inputs to measure fair value.

The following summarizes our fair valuation methodologies and associated inputs, which are particular to the specified security type and are in addition to the defined standard inputs to our valuation methodologies for all of our fixed maturity AFS securities discussed above:

Corporate bonds and U.S. government bonds – We also use Trade Reporting and Compliance Engine TM reported tables for our corporate bonds and vendor trading platform data for our U.S. government bonds.

Mortgage- and asset-backed securities (“ABS”) – We also utilize additional inputs, which include new issues data, monthly payment information and monthly collateral performance, including prepayments, severity, delinquencies, step-down features and over collateralization features for each of our mortgage-backed securities (“MBS”), which include collateralized mortgage obligations and mortgage pass through securities backed by residential mortgages (“RMBS”), commercial mortgage-backed securities (“CMBS”) and collateralized loan obligations (“CLOs”).

State and municipal bonds – We also use additional inputs that include information from the Municipal Securities Rule Making Board, as well as material event notices, new issue data, issuer financial statements and Municipal Market Data benchmark yields for our state and municipal bonds.

Hybrid and redeemable preferred securities – We also utilize additional inputs of exchange prices (underlying and common stock of the same issuer) for our hybrid and redeemable preferred securities.

In order to validate the pricing information and broker-dealer quotes, we employ, where possible, procedures that include comparisons with similar observable positions, comparisons with subsequent sales and observations of general market movements for those security classes. We have policies and procedures in place to review the process that is utilized by our third-party pricing service and the output that is provided to us by the pricing service. On a periodic basis, we test the pricing for a sample of securities to evaluate the inputs and assumptions used by the pricing service, and we perform a comparison of the pricing service output to an alternative pricing source. We also evaluate prices provided by our primary pricing service to ensure that they are not stale or unreasonable by reviewing the prices for unusual changes from period to period based on certain parameters or for lack of change from one period to the next.

Fixed Maturity AFS Securities – Evaluation for Recovery of Amortized Cost

We regularly review our fixed maturity AFS securities (also referred to as “debt securities”) for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require a credit loss allowance.

For our debt securities, we generally consider the following to determine whether our debt securities with unrealized losses are credit impaired:

The estimated range and average period until recovery;

The estimated range and average holding period to maturity;

Remaining payment terms of the security;

Current delinquencies and nonperforming assets of underlying collateral;

Expected future default rates;

Collateral value by vintage, geographic region, industry concentration or property type;

Subordination levels or other credit enhancements as of the balance sheet date as compared to origination; and

Contractual and regulatory cash obligations.

For a debt security, if we intend to sell a security, or it is more likely than not we will be required to sell a debt security before recovery of its amortized cost basis and the fair value of the debt security is below amortized cost, we conclude that an impairment has occurred and the amortized cost is written down to current fair value, with a corresponding charge to realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). For debt securities where impairment has been recognized, the difference between the new amortized cost basis and the cash flows expected to be collected are accreted as interest income and recognized in net investment income on the Consolidated Statements of Comprehensive Income (Loss). If we do not intend to sell a debt security, or it is not more likely than not we will be required to sell a debt security before recovery of its amortized cost basis but the present value of the cash flows expected to be collected is less than the amortized cost of the debt security (referred to as the credit loss), we conclude that an impairment has occurred, and a credit loss allowance is recorded, with a corresponding charge to realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). The remainder of the decline to fair value related to factors other than credit loss is recorded in other comprehensive income (“OCI”) to unrealized losses on fixed maturity AFS securities on the Consolidated Statements of Stockholders’ Equity, as this amount is considered a noncredit impairment.

When assessing our intent to sell a debt security, or if it is more likely than not we will be required to sell a debt security before recovery of its cost basis, we evaluate facts and circumstances such as, but not limited to, decisions to reposition our security portfolio, sales of securities to meet cash flow needs and sales of securities to capitalize on favorable pricing. Management considers the following as part of the evaluation:

The current economic environment and market conditions;

Our business strategy and current business plans;

The nature and type of security, including expected maturities and exposure to general credit, liquidity, market and interest rate risk;

Our analysis of data from financial models and other internal and industry sources to evaluate the current effectiveness of our hedging and overall risk management strategies;

The current and expected timing of contractual maturities of our assets and liabilities, expectations of prepayments on investments and expectations for surrenders and withdrawals of annuity contracts and life insurance policies;

The capital risk limits approved by management; and

Our current financial condition and liquidity demands.

In order to determine the amount of the credit loss for a debt security, we calculate the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover. The discount rate is the effective interest rate implicit in the underlying debt security. The effective interest rate is the original yield, or the coupon if the debt security was previously impaired. See the discussion below for additional information on the methodology and significant inputs, by security type, that we use to determine the amount of a credit loss.

To determine the recovery period of a debt security, we consider the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

Historical and implied volatility of the security;

The extent to which the fair value has been less than amortized cost;

Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area;

Failure, if any, of the issuer of the security to make scheduled payments; and

Recoveries or additional declines in fair value subsequent to the balance sheet date.

In periods subsequent to the recognition of a credit loss impairment through a credit loss allowance, we continue to reassess the expected cash flows of the debt security at each subsequent measurement date as necessary. If the measurement of credit loss changes, we recognize a provision for (or reversal of) credit loss expense through realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss), limited by the amount that amortized cost exceeds fair value. Losses are charged against the allowance for credit losses when management believes the uncollectibility of a debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest on debt securities is written-off through net investment income on the Consolidated Statements of Comprehensive Income (Loss) when deemed uncollectible.

To determine the recovery value of a corporate bond or CLO, we perform additional analysis related to the underlying issuer including, but not limited to, the following:

Fundamentals of the issuer to determine what we would recover if they were to file bankruptcy versus the price at which the market is trading;

Fundamentals of the industry in which the issuer operates;

Earnings multiples for the given industry or sector of an industry that the underlying issuer operates within, divided by the outstanding debt to determine an expected recovery value of the security in the case of a liquidation;

Expected cash flows of the issuer (e.g., whether the issuer has cash flows in excess of what is required to fund its operations);

Expectations regarding defaults and recovery rates;

Changes to the rating of the security by a rating agency; and

Additional market information (e.g., if there has been a replacement of the corporate debt security).

Each quarter, we review the cash flows for the MBS portfolio, including current credit enhancements and trends in the underlying collateral performance to determine whether or not they are sufficient to provide for the recovery of our amortized cost. To determine recovery value of a MBS, we perform additional analysis related to the underlying issuer including, but not limited to, the following:

Discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover;

Level of borrower creditworthiness of the home equity loans or residential mortgages that back an RMBS or commercial mortgages that back a CMBS;

Susceptibility to fair value fluctuations for changes in the interest rate environment;

Susceptibility to reinvestment risks, in cases where market yields are lower than the securities’ book yield earned;

Susceptibility to reinvestment risks, in cases where market yields are higher than the book yields earned on a security;

Expectations of sale of such a security where market yields are higher than the book yields earned on a security; and

Susceptibility to variability of prepayments.

When evaluating MBS and mortgage-related ABS, we consider a number of pool-specific factors as well as market level factors when determining whether or not the impairment on the security requires a credit loss allowance. The most important factor is the performance of the underlying collateral in the security and the trends of that performance in the prior periods. We use this information about the collateral to forecast the timing and rate of mortgage loan defaults, including making projections for loans that are already delinquent and for those loans that are currently performing but may become delinquent in the future. Other factors used in this analysis include the credit characteristics of borrowers, geographic distribution of underlying loans and timing of liquidations by state. Once default rates and timing assumptions are determined, we then make assumptions regarding the severity of a default if it were to occur. Factors that impact the severity assumption include expectations for future home price appreciation or depreciation, loan size, first lien versus second lien, existence of loan level private mortgage insurance, type of occupancy and geographic distribution of loans. Once default and severity assumptions are determined for the security in question, cash flows for the underlying collateral are projected including expected defaults and prepayments. These cash flows on the collateral are then translated to cash flows on our tranche based on the cash flow waterfall of the entire capital security structure. If this analysis indicates the entire principal on a particular security will not be returned, the security is reviewed for a credit loss by comparing the expected cash flows to amortized cost. To the extent that the security has already been impaired through a credit loss allowance or was purchased at a discount, such that the amortized cost of the security is less than or equal to the present value of cash flows expected to be collected, no credit loss allowance is required. Otherwise, if the amortized cost of the security is greater than the present value of the cash flows expected to be collected, and the security was not purchased at a discount greater than the expected principal loss, then an impairment through a credit loss allowance is recognized.

We further monitor the cash flows of all of our debt securities backed by mortgages on an ongoing basis. We also perform detailed analysis on all of our subprime, Alt-A, non-agency residential MBS and on a significant percentage of our debt securities backed by pools of commercial mortgages. The detailed analysis includes revising projected cash flows by updating the cash flows for actual cash received and applying assumptions with respect to expected defaults, foreclosures and recoveries in the future. These revised projected cash flows are then compared to the amount of credit enhancement (subordination) in the structure to determine whether the amortized cost of the security is recoverable. If it is not recoverable, we record an impairment through a credit loss allowance for the security.

Trading securities consist of fixed maturity securities in designated portfolios, some of which support modified coinsurance and coinsurance with funds withheld reinsurance agreements. Investment results for the portfolios that support modified coinsurance and coinsurance with funds withheld reinsurance agreements, including gains and losses from sales, are passed directly to the reinsurers pursuant to contractual terms of the reinsurance agreements. Trading securities are carried at fair value, and changes in fair value and changes in the fair value of embedded derivative liabilities associated with the underlying reinsurance agreements are recorded in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss) as they occur.

Equity Securities

Equity securities are carried at fair value, and changes in fair value are recorded in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss) as they occur. Equity securities consist primarily of common stock of publicly-traded companies, privately placed securities and mutual fund shares. We measure the fair value of our equity securities based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the equity security. Fair values of publicly-traded equity securities are determined using quoted prices in active markets for identical or comparable securities. When quoted prices are not available, we use valuation methodologies most appropriate for the specific asset. Fair values for private placement securities are determined using discounted cash flow, earnings multiple and other valuation models. The fair values of mutual fund shares that transact regularly are based on transaction prices of identical fund shares.

Mortgage loans on real estate consist of commercial and residential mortgage loans and are generally carried at unpaid principal balances adjusted for amortization of premiums and accretion of discounts and are net of allowance for credit losses. We carry certain mortgage loans associated with modified coinsurance agreements at fair value where the fair value option has been elected. Interest income is accrued on the principal balance of the loan based on the loan’s contractual interest rate. Premiums and discounts are amortized using the effective yield method over the life of the loan. Interest income and amortization of premiums and discounts are reported in net investment income on the Consolidated Statements of Comprehensive Income (Loss) along with mortgage loan fees, which are recorded as they are incurred.

Our policy for commercial mortgage loans is to report loans that are 60 or more days past due, which equates totwo or more payments missed, as delinquent. Our policy for residential mortgage loans is to report loans that are 90 or more days past due, which equates tothree or more payments missed, as delinquent. We do not accrue interest on loans 90 days past due, and any interest received on these loans is either applied to the principal or recorded in net investment income on the Consolidated Statements of Comprehensive Income (Loss) when received, depending on the assessment of the collectability of the loan. When a loan is placed on non-accrual status, uncollected past due accrued interest income that is considered uncollectible is charged off against net investment income. We resume accruing interest once a loan complies with all of its original terms or restructured terms. Mortgage loans deemed uncollectible are charged against the allowance for credit losses, and subsequent recoveries, if any, are likewise credited to the allowance for credit losses.

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. Our model estimates expected credit losses over the contractual terms of the loans, which are the periods over which we are exposed to credit risk, adjusted for expected prepayments. Credit loss estimates are segmented by commercial mortgage loans, residential mortgage loans, and unfunded commitments related to commercial mortgage loans.

The allowance for credit losses for pooled loans of similar risk (i.e., commercial and residential mortgage loans) is estimated using relevant historical credit loss information adjusted for current conditions and reasonable and supportable forecasts of future conditions. Historical credit loss experience provides the basis for the estimation of expected credit losses with adjustments for differences in current loan-specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term lengths as well as adjustments for changes in environmental conditions, such as unemployment rates, property values, or other factors that management deems relevant. We apply probability weights to the positive, base and adverse scenarios we use. For periods beyond our reasonable and supportable forecast, we use implicit mean reversion over the remaining life of the recoverable, meaning our model will inherently revert to the baseline scenario as the baseline is representative of the historical average over a longer period of time.

Loans are considered impaired when it is probable that, based upon current information and events, we will be unable to collect all amounts due under the contractual terms of the loan agreement. When we determine that a loan is impaired, a specific credit loss allowance is established for the excess carrying value of the loan over its estimated value. The loan’s estimated value is based on: the present value of expected future cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or the fair value of the loan’s collateral.

Allowance for credit losses are maintained at a level we believe is adequate to absorb current expected lifetime credit losses. Our periodic evaluation of the adequacy of the allowance for credit losses is based on historical loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of the underlying collateral, composition of the loan portfolio, current economic conditions, reasonable and supportable forecasts about the future and other relevant factors.

Mortgage loans on real estate are presented net of the allowance for credit losses on the Consolidated Balance Sheets. Changes in the allowance are reported in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). Mortgage loans on real estate deemed uncollectible are charged against the allowance for credit losses, and subsequent recoveries, if any, are credited to the allowance for credit losses, limited to the aggregate of amounts previously charged off and expected to be charged off.

Our commercial loan portfolio is primarily comprised of long-term loans secured by existing commercial real estate. We believe all of the commercial loans in our portfolio share three primary risks: borrower credit worthiness; sustainability of the cash flow of the property; and market risk; therefore, our methods of monitoring and assessing credit risk are consistent for our entire portfolio.

For our commercial mortgage loan portfolio, trends in market vacancy and rental rates are incorporated into the analysis that we perform for monitored loans and may contribute to the establishment of (or an increase or decrease in) an allowance for credit losses. In addition, we review each loan individually in our commercial mortgage loan portfolio on an annual basis to identify emerging risks. We focus on properties that experienced a reduction in debt-service coverage or that have significant exposure to tenants with deteriorating credit profiles. Where warranted, we establish or increase a credit loss allowance for a specific loan based upon this analysis.

We measure and assess the credit quality of our commercial mortgage loans by using loan-to-value (“LTV”) and debt-service coverage ratios. The LTV ratio compares the principal amount of the loan to the fair value at origination of the underlying property collateralizing the loan and is commonly expressed as a percentage. LTV ratios greater than 100% indicate that the principal amount is greater than the collateral value. Therefore, all else being equal, a lower LTV ratio generally indicates a higher quality loan. The debt-service coverage ratio compares a property’s net operating income to its debt-service payments. Debt-service coverage ratios of less than 1.0 indicate that property operations do not generate enough income to cover its current debt payments. Therefore, all else being equal, a higher debt-service coverage ratio generally indicates a higher quality loan. These credit quality metrics are monitored and reviewed at least annually.

We have off-balance sheet commitments related to commercial mortgage loans. As such, an allowance for credit losses is developed based on the commercial mortgage loan process outlined above, along with an internally developed conversion factor.

Our residential loan portfolio is primarily comprised of first lien mortgages secured by existing residential real estate. In contrast to the commercial mortgage loan portfolio, residential mortgage loans are primarily smaller-balance homogenous loans that share similar risk characteristics. Therefore, these pools of loans are collectively evaluated for inherent credit losses. Such evaluations consider numerous factors, including, but not limited to borrower credit scores, collateral values, loss forecasts, geographic location, delinquency rates and economic trends. These evaluations and assessments are revised as conditions change and new information becomes available, including updated forecasts, which can cause the allowance for credit losses to increase or decrease over time as such evaluations are revised. Generally, residential mortgage loan pools exclude loans that are nonperforming, as those loans are evaluated individually using the evaluation framework for specific allowance for credit losses described above.

For residential mortgage loans, our primary credit quality indicator is whether the loan is performing or nonperforming. We generally define nonperforming residential mortgage loans as those that are 90 or more days past due and/or in nonaccrual status. There is generally a higher risk of experiencing credit losses when a residential mortgage loan is nonperforming. We monitor and update aging schedules and nonaccrual status on a monthly basis.

Policy Loans

Policy loans represent loans we issue to policyholders that use the cash surrender value of their life insurance policy as collateral. Policy loans are carried at unpaid principal balances.

Derivative Instruments

We hedge certain portions of our exposure to interest rate risk, foreign currency exchange risk, equity market risk, basis risk, commodity risk and credit risk by entering into derivative transactions. Our derivative instruments are recognized as either assets or liabilities on the Consolidated Balance Sheets at estimated fair value. We have master netting agreements with each of our derivative counterparties that allow for the netting of our derivative asset and liability positions by counterparty. We categorize derivatives into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique as discussed above in “Fair Value Measurement.” The accounting for changes in the estimated fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged: as a cash flow hedge or a fair value hedge.

For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into net income in the same period or periods during which the hedged transaction affects net income. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in net income during the period of change in estimated fair values. For derivative instruments not designated as hedging instruments, but that are economic hedges, the gain or loss is recognized in net income. Cash flows from derivatives are reported in the operating, investing or financing activities sections in the Consolidated Statements of Cash Flows based on the nature and purpose of the derivative.

We purchase and issue financial instruments and products that contain embedded derivative instruments that are recorded with the associated host contract. When it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host for measurement purposes and reported within other assets or other liabilities on the Consolidated Balance Sheets. The embedded derivative is carried at fair value with changes in fair value recognized in net income during the period of change.

We employ several different methods for determining the fair value of our derivative instruments. The fair value of our derivative contracts are measured based on current settlement values, which are based on quoted market prices, industry standard models that are commercially available and broker quotes. These techniques project cash flows of the derivatives using current and implied future market conditions. We calculate the present value of the cash flows to measure the current fair market value of the derivative.

Other Investments

Other investments consist primarily of alternative investments, cash collateral receivables related to our derivative instruments, Federal Home Loan Bank (“FHLB”) common stock and short-term investments.

Alternative investments consist primarily of investments in LPs. We account for our investments in LPs using the equity method to determine the carrying value. Recognition of alternative investment income is delayed due to the availability of the related financial statements, which are generally obtained from the partnerships’ general partners. As a result, our private equity investments are generally on a three-month delay and our hedge funds are on a one-month delay. In addition, the impact of audit adjustments related to completion of calendar-year financial statement audits of the investees are typically received during the second quarter of each calendar year. Accordingly, our investment income from alternative investments for any calendar-year period may not include the complete impact of the change in the underlying net assets for the partnership for that calendar-year period.

In uncleared derivative transactions, we and the counterparty enter into a credit support annex requiring either party to post collateral, which may be in the form of cash, equal to the net derivative exposure. Cash collateral we have posted to a counterparty is recorded within other investments on the Consolidated Balance Sheets. Cash collateral a counterparty has posted is recorded within payables for collateral on investments on the Consolidated Balance Sheets. We also have investments in FHLB common stock, carried at cost, that enable access to the FHLB lending program. For more information on our collateralized financing arrangements, see “Payables for Collateral on Investments” below.

Short-term investments consist of securities with original maturities of one year or less, but greater than three months. Securities included in short-term investments are carried at fair value, with valuation methods and inputs consistent with those applied to fixed maturity AFS securities.

Cash and Invested Cash

Cash and invested cash is carried at cost and includes all highly liquid debt instruments purchased with an original maturity of three months or less.

DAC, VOBA, DSI and DFEL

Acquisition costs directly related to successful contract acquisitions or renewals of annuities, UL, VUL, traditional life insurance, group life and disability insurance and other investment contracts have been deferred (i.e., deferred acquisition costs (“DAC”)). Such acquisition costs are capitalized in the period they are incurred and primarily include commissions, certain bonuses, a portion of total compensation and benefits of certain employees involved in the acquisition process and medical and inspection fees. Value of business acquired (“VOBA”) is an intangible asset that reflects the estimated fair value of in-force contracts in a life insurance company acquisition and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the business in force at the acquisition date. Bonus credits and excess interest for dollar cost averaging contracts are considered deferred sales inducements (“DSI”) and reported in deferred acquisition costs, value of business acquired and deferred sales inducements on the Consolidated Balance Sheets. Contract sales charges that are collected in the early years of an insurance contract are deferred and reported as deferred front-end loads (“DFEL”) on the Consolidated Balance Sheets.

DAC, VOBA, DSI and DFEL amortization is reported within the following financial statement line items on the Consolidated Statements of Comprehensive Income (Loss):

DAC and VOBA – commissions and other expenses

DSI – interest credited

DFEL – fee income

DAC, VOBA, DSI and DFEL are amortized on a constant level basis relative to the insurance in force over the expected term of the related contracts using the groupings and actuarial assumptions that are consistent with those used for calculating the related policyholder liability balances. Actuarial assumptions include, but are not limited to, mortality, morbidity and certain policyholder behaviors such as persistency, which are adjusted for emerging experience and expected trends of the related long-duration insurance contracts and certain investment contracts by segment. During the third quarter of each year, we conduct our comprehensive review and update these actuarial assumptions. We may update our actuarial assumptions in other quarters as we become aware of information that warrants updating outside of our comprehensive review. These resulting changes are applied prospectively.

The following provides a summary of our DAC, VOBA, DSI and DFEL amortization basis and expected amortization period by segment:

Business SegmentAmortization BasisExpected Amortization Period
AnnuitiesTotal deposits paid to date on policies in forceLife of contract
Life InsurancePolicy count of policies in forceOn average 60 years
Group ProtectionGroup certificate contracts in force4 years
Retirement Plan ServicesLives in forceLife of contract or 40 years

We account for modifications of insurance contracts that result in a substantially unchanged contract as a continuation of the replaced contract. We account for modifications of insurance contracts that result in a substantially changed contract as an extinguishment of the replaced contract.

For reinsurance transactions where we receive proceeds that represent recovery of our previously incurred acquisition costs, we reduce the applicable unamortized acquisition cost such that net acquisition costs are capitalized and charged to commissions and other expenses.

Reinsurance

Our insurance subsidiaries enter into reinsurance agreements in the normal course of business to limit our exposure to the risk of loss and to enhance our capital management.

In order for a reinsurance agreement to qualify for reinsurance accounting, the agreement must satisfy certain risk transfer conditions that include, among other items, a reasonable possibility of a significant loss for the assuming entity. When we apply reinsurance accounting, insurance premiums, benefits and DAC and VOBA amortization are reported net of reinsurance ceded, as applicable, on the Consolidated Statements of Comprehensive Income (Loss). Amounts currently recoverable, such as ceded reserves, other than ceded MRBs, are reported in reinsurance recoverables, and amounts currently payable to the reinsurers, such as premiums, are included in other liabilities on the Consolidated Balance Sheets.

In a modified coinsurance or coinsurance with funds withheld reinsurance structured agreement, the investments that would have been sent to the reinsurer as premiums are withheld by us and remain on our Consolidated Balance Sheets, with the existing accounting maintained. A corresponding liability is recognized on our Consolidated Balance Sheets within funds withheld reinsurance liabilities representing our obligation to pay the reinsurer. This liability includes embedded derivatives, which are total return swaps with contractual returns that are attributable to various assets and liabilities associated with these reinsurance agreements. The changes in the embedded derivative liabilities are reported within realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

We use deposit accounting to recognize reinsurance agreements that do not transfer significant insurance risk. This accounting treatment results in amounts paid or received by our insurance subsidiaries to be considered on deposit with the reinsurer and such amounts are reported in deposit assets, net of allowance for credit losses and other liabilities, respectively, on the Consolidated Balance Sheets. As amounts are paid or received, consistent with the underlying contracts, deposit assets or liabilities are adjusted. Interest income on deposit assets and interest expense on deposit liabilities is reported in other revenues and commissions and other expenses, respectively, on the Consolidated Statements of Comprehensive Income (Loss).

Reinsurance recoverables are measured and recognized consistent with the liabilities related to the underlying contracts. The interest assumption used for discounting reinsurance recoverables associated with limited payment life-contingent annuity contracts and non-participating traditional life insurance contracts is the upper-medium grade fixed income instrument (“single-A”) interest rate locked-in at the reinsurance contract issuance date. We remeasure reinsurance recoverables associated with limited payment life-contingent annuity contracts and non-participating traditional life insurance contracts with the current single-A interest rate as of the end of each reporting period. Ceded MRBs are accounted for separately from reinsurance recoverables. See “MRBs” below for additional information.

We estimated an allowance for credit losses for all reinsurance recoverables and related reinsurance deposit assets held by our subsidiaries, other than ceded MRB assets. As such, we performed a quantitative analysis using a probability of loss model approach to estimate expected credit losses for reinsurance recoverables, inclusive of similar assets recognized using the deposit method of accounting. The credit loss allowance is a general allowance for pools of receivables with similar risk characteristics segmented by credit risk ratings and receivables assessed on an individual basis that do not share similar risk characteristics where we anticipate a credit loss over the life of reinsurance-related assets, other than ceded MRB assets.

Our model uses relevant internal or external historical loss information adjusted for current conditions and reasonable and supportable forecasts of future events and conditions in developing our credit loss estimate. We utilized historical credit rating data to form an estimation of probability of default of counterparties by means of a transition matrix that provides the rates of credit migration for credit ratings transitioning to impairment. We updated reinsurer credit ratings during the period to incorporate the most up-to-date information on the current state of the financial stability of our reinsurers. To simulate changes in economic conditions, we used positive, base and adverse scenarios that include varying levels of loss given default assumptions to reflect the impact of changes in severity of losses. We applied probability weights to the positive, base and adverse scenarios. For periods beyond our reasonable and supportable forecasts, we used implicit mean reversion over the remaining life of the recoverable. Additionally, we considered factors that impact our exposure at default that are driven by actuarial expectations around term assumptions rather than being directly driven by market or economic environment.

Our model estimates the expected credit losses over the life of the reinsurance asset. Credit loss estimates are segmented based on counterparty credit risk. Our modeling process utilizes counterparty credit ratings, collateral types and amounts, and term and run-off assumptions. For reinsurance recoverables that do not share similar risk characteristics, we assessed on an individual basis to determine a specific credit loss allowance.

We estimated expected credit losses over the contractual term of the recoverable, which is the period during which we are exposed to the credit risk. Reinsurance recoverables may not have explicit contractual lives, but are tied to the underlying insurance products; as a result, we estimated the contractual life by utilizing actuarial estimates of the timing of payouts related to those underlying products.

Reinsurance agreements often require the reinsurer to collateralize the recoverable with funds in a trust account or with a letter of credit for the benefit of the ceding insurance entity that can reduce the expected credit losses on a given agreement. As such, we review reinsurance collateral by individual agreement to sensitize risk of loss based on level of collateralization. This review is driven by the assumption that non-collateralized reinsurance recoverables would have materially higher losses in times of default. Therefore, reinsurance recoverables are pooled as either fully-collateralized or non-collateralized.

Reinsurance recoverables are presented net of the allowance for credit losses on the Consolidated Balance Sheets. Changes in the allowance for credit losses are reported in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). Reinsurance recoverables deemed uncollectible are charged against the allowance for credit losses, and subsequent recoveries, if any, are credited to the allowance for credit losses, limited to the aggregate of amounts previously charged off and expected to be charged off.

Where applicable, gains or losses recognized on reinsurance transactions are deferred and amortized into net income (loss) using an amortization basis reflective of the characteristics of the underlying ceded business. Our deferred gains and losses on reinsurance of our interest-sensitive life insurance products are recognized over the projected life of the policies, based on projected profitability or projected reserve development for blocks with negative profitability. Our deferred gains and losses on reinsurance of our annuity products are recognized over the period in which the majority of account balances is expected to run off. Deferred gains and losses are reported within other liabilities and other assets, respectively, on the Consolidated Balance Sheets. Amortization of deferred gains and losses is reported within other revenues and commissions and other expenses, respectively, on the Consolidated Statements of Comprehensive Income (Loss).

Goodwill

We recognize the excess of the purchase price, plus the fair value of any noncontrolling interest in the acquiree, over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed for impairment annually as of October 1 and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

We perform a quantitative goodwill impairment test where the fair value of the reporting unit is determined and compared to the carrying value of the reporting unit. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value; and a charge is reported in impairment of intangibles on the Consolidated Statements of Comprehensive Income (Loss). The results of one goodwill impairment test on one reporting unit cannot subsidize the results of another reporting unit.

Other Assets and Other Liabilities

Other assets consist primarily of deferred loss on business sold through reinsurance, certain reinsurance assets, current and deferred taxes, property and equipment, balances associated with corporate-owned and bank-owned life insurance, premiums and fees receivable, specifically identifiable intangible assets, receivables resulting from sales of securities that had not yet settled as of the balance sheet date, operating lease right-of-use (“ROU”) assets, ceded MRB liabilities and other receivables and prepaid expenses. Other liabilities consist primarily of other policyholder liabilities, pension and other employee benefit liabilities, certain reinsurance payables, certain financing arrangements, ceded MRB assets, derivative instrument liabilities, deferred gain on business sold through reinsurance, long-term operating lease liabilities, payables resulting from purchases of securities that had not yet settled as of the balance sheet date and other accrued expenses.

The carrying values of specifically identifiable intangible assets are reviewed at least annually for indicators of impairment in value that are related to credit loss or non-credit, including unexpected or adverse changes in the following: the economic or competitive environments in which the company operates; profitability analyses; cash flow analyses; and the fair value of the relevant business operation. If there was an indication of impairment, then the discounted cash flow method would be used to measure the impairment, and the carrying value would be adjusted as necessary and reported in impairment of intangibles on the Consolidated Statements of Comprehensive Income (Loss). Sales force intangibles are attributable to the value of the new business distribution system acquired through business combinations. These assets are amortized on a straight-line basis over their useful life of 25 years. Specifically identifiable intangible assets also includes the value of customer relationships acquired (“VOCRA”) and value of distribution agreements (“VODA”). The carrying values of VOCRA and VODA are amortized using a straight-line basis over their weighted average life of 20 years and 13 years, respectively. See Note 8 for more information regarding specifically identifiable intangible assets.

Property and equipment owned for company use is carried at cost less allowances for depreciation. Provisions for depreciation of investment real estate and property and equipment owned for company use are computed principally on the straight-line method over the

estimated useful lives of the assets, which include buildings, computer hardware and software and other property and equipment. Certain assets on the Consolidated Balance Sheets are related to certain financing arrangements and are depreciated in a manner consistent with our current depreciation policy for owned assets. We periodically review the carrying value of our long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Long-lived assets to be disposed of by abandonment or in an exchange for a similar productive long-lived asset are classified as held-for-use until they are disposed. Long-lived assets to be sold are classified as held-for-sale and are no longer depreciated. Certain criteria have to be met in order for the long-lived asset to be classified as held-for-sale, including that a sale is probable and expected to occur within one year. Long-lived assets classified as held-for-sale are recorded at the lower of their carrying amount or fair value less cost to sell.

We lease office space and certain equipment under various long-term lease agreements. We determine if an arrangement is a lease at inception. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Our leases do not provide an implicit rate; therefore, we use our incremental borrowing rate at the commencement date in determining the present value of future payments. The ROU asset is calculated using the lease liability carrying amount, plus or minus prepaid/accrued lease payments, minus the unamortized balance of lease incentives received, plus unamortized initial direct costs. Lease terms used to calculate our lease obligation include options when we are reasonably certain that we will exercise such options. Our lease agreements may contain both lease and non-lease components, which are accounted for separately. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Separate Account Assets and Liabilities

Separate accounts represent segregated funds that are maintained to meet specific investment objectives of policyholders who direct the investments and bear the investment risk, except to the extent of minimum guarantees made by the Company with respect to certain accounts. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company.

We report separate account assets as a summary total on the Consolidated Balance Sheets based on the fair value of the underlying investments. Investment income and net realized and unrealized gains (losses) of the separate accounts generally accrue directly to the policyholders; therefore, they are not reflected on the Consolidated Statements of Comprehensive Income (Loss), and the Consolidated Statements of Cash Flows do not reflect investment activity of the separate accounts. Asset-based fees and contract administration charges (collectively referred to as “policyholder assessments”) are assessed against the accounts and included within fee income on the Consolidated Statements of Comprehensive Income (Loss). An amount equivalent to the separate account assets is recorded as separate account liabilities, representing the account balance obligated to be returned to the policyholder.

Policyholder Account Balances

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

Future Contract Benefits

Future contract benefits represent liability reserves, including liability for future policy benefits (“LFPB”), liability for future claims reserves and additional liability for other insurance benefits that we have established and carry based on estimates of how much we will need to pay for future benefits and claims.

The LFPB associated with limited payment life-contingent annuity contracts and non-participating traditional life insurance contracts is measured using a net premium ratio approach. This approach accrues expected benefits and claims in proportion to the premium revenue recognized. For life-contingent payout annuity contracts with limited premium payments, as premium collection is not the completion of the earnings process, gross premiums in excess of net premiums are deferred. This excess of gross premiums received over the related net premiums is referred to as the deferred profit liability (“DPL”). The DPL is included in the LFPB, and profits are recognized over the life of the contracts.

In measuring our LFPB, we establish cohorts, which are groupings of long-duration contracts. Factors that we consider in determining cohorts include, but are not limited to, our contract classification and issue year requirements, product risk characteristics, assumptions and modeling level used in the valuation systems. The net premium ratio is capped at 100% at the individual cohort level. Expected benefits and claims in excess of premium revenue recognized are expensed immediately.

We use actuarial assumptions to best estimate future premium and benefit cash flows (“cash flow assumptions”) as well as the actual historical cash flows received and paid to derive a net premium ratio in measuring the LFPB. These actuarial assumptions include mortality rates, morbidity, policyholder behavior (e.g., persistency) and withdrawals based principally on generally accepted actuarial methods and assumptions. During the third quarter of each year, we conduct our comprehensive review of the cash flow assumptions and projection models used in estimating these liabilities and update these assumptions (excluding the claims settlement expense assumption that is locked in at inception) in the calculation of the net premium ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of such update. On a quarterly basis, we retrospectively update the net premium ratio for actual experience. The remeasurement of LFPB for both assumption updates and actual experience are reported within policyholder liability remeasurement gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). For all contract cohorts issued after January 1, 2021, interest is accrued on LFPB at the single-A interest rate on the contract cohort inception date. For contract cohorts issued prior to January 1, 2021, interest remains accruing at the original discount rate in effect on the contract cohort inception date due to the modified retrospective transition method. We also remeasure the LFPB using the single-A interest rate as of the end of each reporting period, which is reported within policyholder liability discount rate remeasurement gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

We evaluate the liability for future claims on our long-term life and disability group products. Given the term and renewal features of our product and funding nature of the associated premiums, we have determined that the liability value is generally zero for policies that are not on claim. Therefore, the liability for future claims represents future payments on claims for which a disability event has occurred as of the valuation date. In measuring the liability for future claims, we establish cohorts similar to the process described above and use actuarial assumptions primarily based on claim termination rates, offsets for other insurance including social security and long-term disability incidence and severity assumptions. Cash flow assumptions are subject to the comprehensive review process discussed above. On a quarterly basis, the liability for future claims is updated for actual claims experience. The remeasurement of the liability for future claims for both assumption updates and actual experience are reported within policyholder liability remeasurement gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). We remeasure the liability for future claims using a single-A interest rate as of the end of each reporting period, which is reported within policyholder liability discount rate remeasurement gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

We use the single-A interest rate curve to discount cash flows used to calculate the LFPB and the liability for future claims. This curve is developed using the upper-medium grade (low credit risk) fixed-income instrument yields that are intended to reflect the duration characteristics of the applicable insurance liabilities.

We issue UL contracts with separate accounts that may include various types of guaranteed benefits that are not accounted for as MRBs or embedded derivatives. These guaranteed benefits require an additional liability that is calculated by estimating the present value of total expected benefit payments over the life of the contract from inception divided by the present value of total expected assessments over the life of the contract (“benefit ratio”) multiplied by the cumulative assessments recorded from the contract inception through the balance sheet date less the cumulative payments plus interest on the liability. Cash flow assumptions incorporated in a benefit ratio in measuring these additional liabilities for other insurance benefits include mortality rates, morbidity, policyholder behavior (e.g., persistency) and withdrawals based principally on generally accepted actuarial methods and assumptions. During the third quarter of each year, we conduct our comprehensive review of the cash flow assumptions and projection models used in estimating these liabilities and update these assumptions in the calculation of the benefit ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of such update. On a quarterly basis, we retrospectively update the benefit ratio for actual experience. The remeasurement of additional liability for both assumptions and actual experience are reported within policyholder liability remeasurement gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). As future cash flow assumption and experience updates result in changes in expected benefit payments or assessments, the benefit ratio is recalculated using the updated expected benefit payments and assessments over the life of the contract since inception. The revised benefit ratio is then applied to the liability calculation described above.

Premium deficiency testing is performed for interest-sensitive life products periodically using best estimate assumptions as of the testing date to test the adequacy and appropriateness of the established net reserve (i.e., GAAP reserves net of any DSI or VOBA assets). The premium deficiency test is also performed using a discount rate based on the average crediting rate. A premium deficiency exists when

the net reserve plus the present value of expected future gross premiums are determined to be insufficient to cover expected future benefits and non-level expenses.

The business written or assumed by us includes participating life insurance contracts, under which the policyholder is entitled to share in the earnings of such contracts via receipt of dividends. The dividend scale for participating policies is reviewed annually and may be adjusted to reflect recent experience and future expectations. As of December 31, 2024, 2023 and 2022, participating policies comprised less than 1% of the face amount of business in force, and dividend expenses were $40 million, $41 million and $49 million for the years ended December 31, 2024, 2023 and 2022, respectively.

MRBs

MRBs are contracts or contract features that provide protection to the policyholder from other-than-nominal capital market risk and expose us to other-than-nominal capital market risk upon the occurrence of a specific event or circumstance, such as death, annuitization or periodic withdrawal. MRBs do not include the death benefit component of a life insurance contract (i.e., the difference between the account balance and the death benefit amount). All long-duration insurance contracts and certain investment contracts are subject to MRB evaluation. An MRB can be in either an asset or a liability position. Our MRB assets and MRB liabilities are reported at fair value separately on the Consolidated Balance Sheets.

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

MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our non-performance risk. Ceded MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our counterparties’ non-performance risk. The scenario assumptions, at each valuation date, are those we view to be appropriate for a hypothetical market participant and include assumptions for capital markets, policyholder behavior (e.g., policy lapse, rider utilization, etc.) mortality, risk margin and administrative expenses. These assumptions are based on a combination of historical data and actuarial judgments. During the third quarter of each year, we conduct our comprehensive review of the actuarial assumptions and projection models used in estimating these MRBs and update these assumptions on a prospective basis as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. The assumptions for our own non-performance risk and our counterparties’ non-performance risk for MRBs and ceded MRBs, respectively, are determined at each valuation date and reflect our and our counterparties’ risks of not fulfilling the obligations of the underlying liability. The spread for the non-performance risk is added to the discount rates used in determining the fair value from the net cash flows. For information on fair value inputs, see Note 14.

Short-term debt has contractual or expected maturities of one year or less. Long-term debt has contractual or expected maturities greater than one year.

Payables for Collateral on Investments

When we enter into collateralized financing transactions on our investments, a liability is recorded equal to the cash or non-cash collateral received. This liability is included within payables for collateral on investments on the Consolidated Balance Sheets. Income and expenses associated with these transactions are recorded as investment income and investment expenses within net investment income on the Consolidated Statements of Comprehensive Income (Loss). Changes in payables for collateral on investments are reflected within cash flows from investing activities on the Consolidated Statements of Cash Flows.

Contingencies and Commitments

A loss contingency is an existing condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur. Contingencies arising from environmental remediation costs, regulatory judgments, claims, assessments, guarantees, litigation, recourse reserves, fines, penalties and other sources are recorded when deemed probable and reasonably estimable, based on our best estimate.

Fee income for investment and interest-sensitive life insurance contracts consists of asset-based fees, percent of premium charges, contract administration charges and surrender charges that are assessed against policyholder account balances. Investment products consist primarily of individual and group variable and fixed annuities. Interest-sensitive life insurance products include UL, VUL, linked-benefit UL and VUL and other interest-sensitive life insurance policies. These products include life insurance sold to individuals, corporate-owned life insurance and bank-owned life insurance.

The timing of revenue recognition as it relates to fees assessed on investment contracts is determined based on the nature of such fees. Asset-based fees and contract administration charges are assessed on a daily or monthly basis and recognized as revenue as performance obligations are met, over the period underlying customer assets are owned or advisory services are provided. Percent of premium charges are assessed at the time of premium payment and recognized as revenue when assessed and earned. Certain amounts assessed that represent compensation for services to be provided in future periods are reported as unearned revenue and recognized in income over the periods benefited. Surrender charges are recognized upon surrender of a contract by the policyholder in accordance with contractual terms. For investment and interest-sensitive life insurance contracts, the amounts collected from policyholders are considered deposits and are not included in revenue.

Wholesaling-related 12b-1 fees received from separate account fund sponsors as compensation for servicing the underlying mutual funds are recorded as revenues based on a contractual percentage of the market value of mutual fund assets over the period shares are owned by customers. Net investment advisory fees related to asset management of certain separate account funds are recorded as revenues based on a contractual percentage of the customer’s managed assets over the period advisory services are provided. Fee income related to 12b-1 fees and net investment advisory fees, reported primarily within our Annuities segment, was $774 million, $715 million and $743 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Insurance premiums consist primarily of group insurance products, payout annuities with life contingencies and traditional life insurance. These insurance premiums are recognized as revenue when due.

We earn investment income on the underlying general account investments supporting our fixed products less related expenses. Dividends and interest income, recorded in net investment income, are recognized when earned. Amortization of premiums and accretion of discounts on investments in debt securities are reflected in net investment income over the contractual terms of the investments in a manner that produces a constant effective yield.

For CLOs and MBS, included in the trading and fixed maturity AFS securities portfolios, we recognize income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from originally anticipated prepayments, the retrospective effective yield is recalculated to reflect actual payments to date and a catch up adjustment is recorded in the current period. In addition, the new effective yield, which reflects anticipated future payments, is used prospectively. Any adjustments resulting from changes in effective yield are reflected in net investment income on the Consolidated Statements of Comprehensive Income (Loss).

Realized Gain (Loss)

Realized gain (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 of mortgage loans on real estate accounted for under the fair value option, changes in fair value of equity securities, certain 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 reported 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 to cede realized gains and losses to the reinsurer.

MRB Gain (Loss)

MRB gain (loss) includes the change in fair value of MRB and ceded MRB assets and liabilities. Changes in the fair value of MRB assets and liabilities are recognized in net income (loss), except for the portion attributable to the change in non-performance risk that is recognized in OCI. Changes in the fair value of ceded MRB assets and liabilities, including the changes in our counterparties’ non-performance risks, are recognized in net income (loss).

Other Revenues

Other revenues consist primarily of fees attributable to broker-dealer services recorded as performance obligations are met, either at the time of sale or over time based on a contractual percentage of customer account balances, and proceeds from reinsurance recaptures. The broker-dealer services primarily relate to our wealth management business, which was sold during 2024, and consist of commission revenue for the sale of non-affiliated securities recorded on a trade date basis and advisory fee income. Advisory fee income is asset-based revenues recorded as earned based on a contractual percentage of customer account balances. Other revenues attributable to broker-dealer services and advisory fee income, reported primarily within our Annuities segment, were $225 million, $564 million and $584 million for the years ended December 31, 2024, 2023 and 2022, respectively. See “Sale of Wealth Management Business” above for additional information. Other revenues earned by our Group Protection segment consist of fees from administrative services performed, which are recognized as performance obligations are met over the terms of the underlying agreements, and were $224 million, $210 million and $203 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Interest Credited

We credit interest to our policyholder account balances based on the contractual terms supporting our products.

Benefits

Benefits for UL and other interest-sensitive life insurance products include benefit claims incurred during the period in excess of contract account balances. Benefits also include the change in reserves for annuity products with guaranteed death and living benefits, certain annuities with life contingencies and life insurance products with secondary guarantee benefits. For traditional life, group life and disability income products, benefits are recognized when incurred in a manner consistent with the related premium recognition policies.

Policyholder Liability Remeasurement Gain (Loss)

Policyholder liability remeasurement gain (loss) recognized in net income (loss) includes remeasurement gains and losses resulting from updates in cash flow assumptions and actual variance from expected experience used in the net premium ratio or benefit ratio calculation for future policy benefits associated with limited payment life-contingent annuity products and traditional life insurance, liabilities for future claims associated with our group products, and additional liabilities for other insurance benefits on certain guaranteed benefits associated with our UL products.

Policyholder liability remeasurement gain (loss) recognized in OCI includes any changes resulting from the discount rate remeasurement of future policy benefits associated with limited payment life-contingent annuity products and traditional life insurance and liabilities for future claims associated with our group products as of each reporting period.

Stock-Based Compensation

In general, we expense the fair value of stock awards included in our incentive compensation plans. As of the date our stock awards are approved, the fair value of stock options is determined using a Black-Scholes options valuation methodology, and the fair value of other stock awards is based upon the market value of the stock. The fair value of the awards is expensed over the performance or service period, which generally corresponds to the vesting period, and is recognized as an increase to common stock in stockholders’ equity. We apply an estimated forfeiture rate to our accrual of compensation cost. Stock-based compensation expense is reflected in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss).

Interest and Debt Expense

Interest expense on our short-term and long-term debt is recognized as due and any associated premiums, discounts and debt issuance costs are amortized (accreted) over the term of the related borrowing utilizing the effective interest method. In addition, gains or losses related to certain derivative instruments associated with debt are recognized in interest and debt expense during the period of the change.

Income Taxes

We file a U.S. consolidated income tax return that includes all of our eligible subsidiaries. Ineligible subsidiaries file separate individual corporate tax returns. Subsidiaries operating outside of the U.S. are taxed, and income tax expense is recorded, based on applicable foreign statutes. Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to the extent required. Judgment and the use of estimates are required in determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of temporary differences; the length of time carryovers can be utilized; and any tax planning strategies we would employ to avoid a tax benefit from expiring unused.

We use the individual security approach for releasing income tax effects from AOCI.

Foreign Currency Translation

The balance sheet accounts and income statement items of foreign subsidiaries reported in functional currencies other than the U.S. dollar are translated at the current and average exchange rates for the year, respectively. Resulting translation adjustments and other translation adjustments for foreign currency transactions that affect cash flows are reported in AOCI, a component of stockholders’ equity.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the average common shares outstanding. Diluted EPS is computed assuming the conversion or exercise of non-vested stock, stock options and performance share units outstanding during the year. For any period where a net loss is experienced, shares used in the diluted EPS calculation represent basic shares, as the use of diluted shares would result in a lower loss per share.

  1. New Accounting Standards

Adoption of New Accounting Standards

The following table provides a description of current period adoptions of new Accounting Standards Updates (“ASUs”).

StandardDescriptionEffective DateEffect on Financial Statements or Other Significant Matters
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment DisclosuresThis 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 adopted this ASU effective January 1, 2024, incorporating the required disclosures in Note 19 to the consolidated financial statements, along with retrospectively updating the applicable tabular disclosures.

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.

StandardDescriptionEffective DateEffect on Financial Statements or Other Significant Matters
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresThis ASU establishes new income tax disclosure requirements, as well as adjusts certain existing requirements. It specifically requires expanded and disaggregated disclosures around the tax rate reconciliation.January 1, 2025We are evaluating the impact of this ASU to disclosures within the Federal Income Taxes Note to the consolidated financial statements.
ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)This ASU requires disclosure of specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization.January 1, 2027We are evaluating the impact of this ASU to the consolidated financial statements.
  1. Investments

Fixed Maturity AFS Securities

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

As of December 31, 2024
Amortized Cost · Gross Unrealized · Allowance for Credit Losses · Fair Value
Gains · Losses
Fixed maturity AFS securities:
Corporate bonds$75,556$563$9,655$14$66,450
U.S. government bonds429341–391
State and municipal bonds2,79818445–2,371
Foreign government bonds2821156–237
RMBS2,0662422071,863
CMBS1,8174156–1,665
ABS14,226994212413,880
Hybrid and redeemable preferred securities24125111254
Total fixed maturity AFS securities$97,415$747$11,005$46$87,111
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 bonds416629–393
State and municipal bonds3,106101417–2,790
Foreign government bonds3141647–283
RMBS1,9482819761,773
CMBS1,6225203–1,424
ABS12,69862585412,171
Hybrid and redeemable preferred securities24421171247
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 December 31, 2024, were as follows:

Amortized CostFair Value
Due in one year or less$3,526$3,508
Due after one year through five years17,95817,453
Due after five years through ten years13,92812,867
Due after ten years43,89435,875
Subtotal79,30669,703
Structured securities (RMBS, CMBS, ABS)18,10917,408
Total fixed maturity AFS securities$97,415$87,111

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

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 December 31, 2024
Less Than or Equalto 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$24,657$4,054$29,786$5,601$54,443$9,655
U.S. government bonds8632243831041
State and municipal bonds1,0872287602171,847445
Foreign government bonds3251185115056
RMBS795767601441,555220
CMBS579507771061,356156
ABS2,9071183,8273036,734421
Hybrid and redeemable
preferred securities23393811611
Total fixed maturity AFS securities$30,166$4,537$36,345$6,468$66,511$11,005
Total number of fixed maturity AFS securities in an unrealized loss position6,985
As of December 31, 2023
Less Than or Equalto Twelve Months · Greater Than Twelve Months · Total
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses (1)
Fixed maturity AFS securities:
Corporate bonds$14,005$3,270$34,595$5,002$48,600$8,272
U.S. government bonds6561952326029
State and municipal bonds371728743451,245417
Foreign government bonds11131571616847
RMBS360208861771,246197
CMBS583565891471,172203
ABS1,900687,2175179,117585
Hybrid and redeemable
preferred securities323951412717
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 position7,605

(1)As of December 31, 2024 and 2023, we recognized $23 million and $8 million of gross unrealized losses, respectively, in OCI for fixed maturity AFS securities for which an allowance for credit losses has been recorded.

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 December 31, 2024
Fair ValueGross Unrealized LossesNumber of Securities (1)
Less than six months$5,405$1,621799
Six months or greater, but less than nine months371198216
Nine months or greater, but less than twelve months712837
Twelve months or greater4,4402,218741
Total$10,287$4,0651,793
As of December 31, 2023
Fair ValueGross Unrealized LossesNumber of Securities (1)
Less than six months$2,492$927533
Six months or greater, but less than nine months3439679
Nine months or greater, but less than twelve months33610990
Twelve months or greater4,0942,922997
Total$7,265$4,0541,699

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

Our gross unrealized losses on fixed maturity AFS securities increased by $1.2 billion for the year ended December 31, 2024. As discussed further below, we do not believe the unrealized loss position as of December 31, 2024, required an impairment recognized in earnings as: (i) we did not intend to sell these fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis; and (iii) the difference in the fair value compared to the amortized cost was due to factors other than credit loss. Based upon this evaluation as of December 31, 2024, management believes we have the ability to generate adequate amounts of cash from our normal operations (e.g., insurance premiums, fee income and investment income) to meet cash requirements with a prudent margin of safety without requiring the sale of our impaired securities.

As of December 31, 2024, the unrealized losses associated with our corporate bond, U.S. government bond, state and municipal bond and foreign government bond securities were attributable primarily to rising interest rates and widening credit spreads since purchase. We performed a detailed analysis of the financial performance of the underlying issuers and determined that we expected to recover the entire amortized cost of each impaired security.

Credit ratings express opinions about the credit quality of a security. Securities rated investment grade (those rated BBB- or higher by S&P Global Ratings (“S&P”) or Baa3 or higher by Moody’s Investors Service (“Moody’s”)) are generally considered by the rating agencies and market participants to be low credit risk. As of December 31, 2024 and 2023,96% of the fair value of our corporate bond portfolio was rated investment grade. As of December 31, 2024 and 2023, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of $2.9 billion and $3.0 billion, respectively, and a fair value of $2.8 billion. Based upon the analysis discussed above, we believe that as of December 31, 2024 and 2023, we would have recovered the amortized cost of each corporate bond.

As of December 31, 2024, the unrealized losses associated with our MBS and 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.

As of December 31, 2024, the unrealized losses associated with our hybrid and redeemable preferred securities were attributable primarily to wider credit spreads caused by illiquidity in the market and subordination within the capital structure, as well as credit risk of underlying issuers. For our hybrid and redeemable preferred securities, we evaluated the financial performance of the underlying issuers based upon credit performance and investment ratings and determined that we expected to recover the entire amortized cost of each impaired security.

Credit Loss Impairment on Fixed Maturity AFS Securities

We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require an allowance for credit losses. See Note 1 for a discussion regarding our accounting policy relating to the allowance for credit losses on our fixed maturity AFS securities.

Changes in the allowance for credit losses on fixed maturity AFS securities (in millions), aggregated by investment category, were as follows:

For the Year Ended December 31, 2024
Corporate BondsRMBSABSHybridsTotal
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 recognized10–15–25
Additions (reductions) for securities for which
credit losses were previously recognized1115–17
Reductions for securities charged off(15)–––(15)
Balance as of end-of-year (2)$14$7$24$1$46
For the Year Ended December 31, 2023
Corporate BondsRMBSABSHybridsTotal
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 recognized251––26
Additions (reductions) for securities for which
credit losses were previously recognized(2)(2)(1)–(5)
Reductions for securities disposed(2)–––(2)
Reductions for securities charged off(22)–––(22)
Balance as of end-of-year (2)$8$6$4$1$19
For the Year Ended December 31, 2022
Corporate BondsRMBSABSHybridsTotal
Balance as of beginning-of-year$17$1$1$–$19
Additions from purchases of PCD debt securities (1)–––––
Additions for securities for which credit losses were
not previously recognized43–18
Additions (reductions) for securities for which
credit losses were previously recognized234–9
Reductions for securities disposed(2)–––(2)
Reductions for securities charged off(12)–––(12)
Balance as of end-of-year (2)$9$7$5$1$22

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

(2)As of December 31, 2024, 2023 and 2022, accrued investment income on fixed maturity AFS securities totaled $876 million, $908 million and $1.1 billion, respectively, and was excluded from the estimate of credit losses.

Losses from debt instrument modifications were $3 million and less than $1 million for the years ended December 31, 2024 and 2023, respectively.

Trading securities at fair value (in millions) consisted of the following:

As of December 31,
20242023
Fixed maturity securities:
Corporate bonds$1,409$1,653
State and municipal bonds1321
Foreign government bonds4146
RMBS6362
CMBS109104
ABS371455
Hybrid and redeemable preferred securities1918
Total trading securities$2,025$2,359

The portion of the market adjustment for trading gains and losses recognized in realized gain (loss) that relate to trading securities still held as of December 31, 2024, 2023 and 2022, was $(2) million, $81 million and $(632) million, respectively.

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

As of December 31, 2024As of December 31, 2023
CommercialResidentialTotalCommercialResidentialTotal
Current$17,567$3,387$20,954$17,256$1,665$18,921
30 to 59 days past due67177612889
60 to 89 days past due–3333–99
90 or more days past due3590125–6060
Allowance for credit losses(99)(53)(152)(86)(28)(114)
Unamortized premium (discount)(6)8377(7)4336
Mark-to-market gains (losses) (1)(31)–(31)(37)(1)(38)
Total carrying value$17,472$3,611$21,083$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 December 31, 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 December 31, 2024 and 2023, there wereno such mortgage loans on real estate that were more than 90 days past due and still accruing interest. See Note 14 for additional information.

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

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

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 December 31, 2024As of December 31, 2023
Commercial mortgage loans on real estate$4$–
Residential mortgage loans on real estate9262
Total$96$62

We use 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 December 31, 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$1,5481.73$831.41$––$1,631
20231,3481.78441.36––1,392
20221,7242.11941.5541.301,822
20212,2673.50471.52––2,314
20201,1673.3341.53––1,171
2019 and prior9,1382.381261.5881.309,272
Total$17,192$398$12$17,602
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$1,3681.90$541.38$––$1,422
20221,7102.061401.54––1,850
20212,3353.34611.55––2,396
20201,2143.24111.38––1,225
20192,4462.40801.56102.332,536
2018 and prior7,7892.39781.60140.877,881
Total$16,862$424$24$17,310

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 December 31, 2024
Performing · Nonperforming · Total
Origination Year
2024$1,895$14$1,909
202355716573
202249233525
202142711438
202065469
2019 and prior13614150
Total$3,572$92$3,664
As of December 31, 2023
Performing · Nonperforming · Total
Origination Year
2023$515$2$517
202253322555
202146518483
202078381
20199913112
2018 and prior53457
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. See Note 1 for a discussion regarding our accounting policy relating to the allowance for credit losses on our mortgage loans on real estate.

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

For the Year Ended December 31, 2024
CommercialResidentialTotal
Balance as of beginning-of-year$86$28$114
Additions (reductions) from provision for credit loss
expense (1)632588
Additions from purchases of PCD mortgage loans on
real estate–––
Reductions for mortgage loans on real estate charged off(50)–(50)
Balance as of end-of-year (2)$99$53$152
For the Year Ended December 31, 2023
CommercialResidentialTotal
Balance as of beginning-of-year$84$15$99
Additions (reductions) from provision for credit loss
expense (1)21315
Additions from purchases of PCD mortgage loans on
real estate–––
Balance as of end-of-year (2)$86$28$114
For the Year Ended December 31, 2022
CommercialResidentialTotal
Balance as of beginning-of-year$79$17$96
Additions (reductions) from provision for credit loss
expense (1)5(2)3
Additions from purchases of PCD mortgage loans on
real estate–––
Balance as of end-of-year (2)$84$15$99

(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 years ended December 31, 2024 and 2023, respectively. We didnot recognize any credit loss benefit (expense) related to unfunded commitments for mortgage loans on real estate for the year ended December 31, 2022.

(2)Accrued investment income on mortgage loans on real estate totaled $94 million, $68 million and $51 million as of December 31, 2024, 2023 and 2022, respectively, and was excluded from the estimate of credit losses.

Alternative Investments

As of December 31, 2024 and 2023, alternative investments included investments in 371 and 352 different partnerships, respectively, and represented approximately 3% of total investments.

The major categories of net investment income (in millions) on the Consolidated Statements of Comprehensive Income (Loss) were as follows:

For the Years Ended December 31,
202420232022
Fixed maturity AFS securities$4,222$4,819$4,469
Trading securities118161182
Equity securities211311
Mortgage loans on real estate887755689
Policy loans95103101
Cash and invested cash19412913
Commercial mortgage loan prepayment
and bond make-whole premiums1510105
Alternative investments31924366
Consent fees–38
Other investments(30)(33)79
Investment income5,8416,2035,723
Investment expense(316)(324)(208)
Net investment income$5,525$5,879$5,515

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 Years Ended December 31,
202420232022
Intent to Sell Impairments (1)
Fixed maturity AFS securities:
Corporate bonds$–$(941)$–
State and municipal bonds–(48)–
RMBS–(28)–
CMBS–(36)–
ABS–(37)–
Hybrid and redeemable preferred securities–(1)–
Total intent to sell impairments$–$(1,091)$–
Credit Loss Benefit (Expense)
Fixed maturity AFS securities:
Corporate bonds$(21)$(24)$(5)
RMBS(1)1(6)
ABS(20)1(4)
Total credit loss benefit (expense)$(42)$(22)$(15)

(1) For the year ended December 31, 2023, this includes 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 December 31, 2024As of December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
Collateral payable for derivative investments (1)$7,213$7,213$5,250$5,250
Securities pledged under securities lending agreements (2)157151205197
Investments pledged for FHLBI (3)2,6503,6572,6503,603
Total payables for collateral on investments$10,020$11,021$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 FHLBI are included in fixed maturity AFS securities and mortgage loans on real estate on the Consolidated Balance Sheets. The collateral requirements are generally 105% to 115% of the fair value for fixed maturity AFS securities and 155% to 175% of the fair value for mortgage loans on real estate. The cash received in these transactions is primarily invested in cash and invested cash or fixed maturity AFS securities.

We have repurchase agreements through which we can obtain liquidity by pledging securities. The collateral requirements are generally 80% to 95% of the fair value of the securities, and our agreements with third parties contain contractual provisions to allow for additional collateral to be obtained when necessary. The cash received in our repurchase program is typically invested in fixed maturity AFS securities. As of December 31, 2024 and 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 Years Ended December 31,
202420232022
Collateral payable for derivative investments$1,963$1,966$(2,291)
Securities pledged under securities lending agreements(48)(93)57
Investments pledged for FHLBI–(480)–
Total increase (decrease) in payables for collateral on investments$1,915$1,393$(2,234)

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 December 31, 2024
Overnight and ContinuousUp to 30 Days30-90 DaysGreater Than 90 DaysTotal
Securities Lending
Corporate bonds$144$–$–$–$144
U.S. government bonds1–––1
Equity securities12–––12
Total gross secured borrowings$157$–$–$–$157
As of December 31, 2023
Overnight and ContinuousUp to 30 Days30-90 DaysGreater Than 90 DaysTotal
Securities Lending
Corporate bonds$202$–$–$–$202
Equity securities3–––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 December 31, 2024, we had not received any collateral and, therefore, had not sold or repledged any collateral under these agreements.

We also accept collateral from derivative counterparties in the form of securities that we are permitted to sell or re-pledge. As of

December 31, 2024, the fair value of this collateral received that we are permitted to sell or re-pledge was $2.6 billion, and we had re-pledged $63 million of this collateral to cover our collateral requirements.

We had not pledged any held fixed maturity AFS securities to derivative counterparties as of December 31, 2024.

Investment Commitments

As of December 31, 2024, our investment commitments were $4.3 billion, which included $3.2 billion of LPs, $828 million of mortgage loans on real estate and $230 million of private placement securities.

Concentrations of Financial Instruments

As of December 31, 2024 and 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 $851 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 $566 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.

As of December 31, 2024 and 2023, our most significant investments in one industry were our investments in securities in the financial services industry with a fair value of $13.4 billion and $14.0 billion, respectively, or 10% and 11%, respectively, of total investments, and our investments in securities in the consumer non-cyclical industry with a fair value of $12.9 billion and $13.8 billion, respectively, or 10% and 11%, respectively, of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

  1. Variable Interest Entities

Consolidated VIEs

Reinsurance-Related Notes

We are the sole equity owner of Lincoln Financial Limited Liability Company I (“LFLLCI”), which we formed in July 2013. The activities of LFLLCI relate solely to our captive reinsurance subsidiary, the Lincoln Reinsurance Company of Vermont V (“LRCVV”), and are primarily to acquire, hold and issue notes with LRCVV as well as pay and collect interest on the notes. LFLLCI holds a surplus note issued by LRCVV that had an outstanding principal balance of $522 million as of December 31, 2024. LFLLCI issued a long-term note to LRCVV that has a principal balance that moves concurrently with any variability in the face amount of the surplus note LFLLCI received from LRCVV. We concluded that LFLLCI is a VIE and that LNC is the primary beneficiary as we have the power to direct the most significant activities affecting the performance of LFLLCI.

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

As of December 31, 2024As of December 31, 2023
Number of InstrumentsNotional AmountsCarrying ValueNumber of InstrumentsNotional AmountsCarrying Value
Assets
Total return swap1$522$–1$544$–

There wereno gains or losses for consolidated VIEs recognized on the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023.

Unconsolidated VIEs

Reinsurance-Related Notes

Effective September 30, 2014, we entered into a transaction with a non-affiliated VIE whose primary activities are to acquire, hold and issue notes and loans, pay and collect interest on the notes and loans, and enter into derivative instruments. We issued a long-term senior note to the non-affiliated VIE in exchange for a corporate bond AFS security of like principal and duration that was assigned to one of our subsidiaries. The outstanding principal balance of this long-term senior note was $1.1 billion as of December 31, 2024, and it is variable in nature; moving concurrently with any variability in the face amount of the corporate bond AFS security up to a maximum amount of $1.1 billion. We have concluded that we are not the primary beneficiary of the non-affiliated VIE because we do not have power over the activities that most significantly affect its economic performance. In addition, the terms of the senior note provide us with a set-off right with the corporate bond AFS security we purchased from the VIE; therefore, neither appears on the Consolidated Balance Sheets. The VIE has entered into a total return swap with an unaffiliated third party that supports any necessary principal funding of the corporate bond AFS security required by our subsidiaries while the security is outstanding.

Effective October 1, 2017, our captive reinsurance subsidiary, the Lincoln Reinsurance Company of Vermont VI, restructured the $275 million, long-term surplus note which was originally issued to a non-affiliated VIE in October 2015 in exchange for two corporate bond AFS securities of like principal and duration. The activities of the VIE are primarily to acquire, hold and issue notes and loans and to pay and collect interest on the notes and loans. The outstanding principal balance of the long-term surplus note is variable in nature; moving concurrently with any variability in the face amount of the corporate bond AFS securities. We have concluded that we are not the primary beneficiary of the non-affiliated VIE because we do not have power over the activities that most significantly affect its economic performance. As of December 31, 2024, the principal balance of the long-term surplus note waszero and we do not currently have any exposure to this VIE.

Effective November 1, 2019, we entered into a transaction with a non-affiliated VIE whose primary activities are to acquire, hold and issue notes, as well as pay and collect interest on the notes. We issued a long-term senior note to the non-affiliated VIE in exchange for a corporate bond AFS security of like principal and duration that was assigned to one of our subsidiaries. The outstanding principal balance of this long-term senior note was $410 million as of December 31, 2024, and it is variable in nature, moving concurrently with any variability in the face amount of the corporate bond AFS security up to a maximum amount of $500 million. We have concluded that we are not the primary beneficiary of the non-affiliated VIE due to our lack of power over the activities that most significantly affect its economic performance as well as the extent of our obligation to absorb its losses. In addition, the terms of the senior note provide us with a set-off right with the corporate bond AFS security we purchased from the VIE; therefore, neither appears on the Consolidated Balance Sheets.

Effective September 30, 2021, we entered into a transaction with a non-affiliated VIE whose primary activities are to acquire, hold and issue notes, as well as pay and collect interest on the notes. We issued a long-term senior note to the non-affiliated VIE in exchange for a corporate bond AFS security of like principal and duration that was assigned to one of our subsidiaries. The outstanding principal balance of this long-term senior note was $399 million as of December 31, 2024, and it is variable in nature, moving concurrently with any variability in the face amount of the corporate bond AFS security up to a maximum amount of $400 million. We have concluded that we are not the primary beneficiary of the non-affiliated VIE due to our lack of power over the activities that most significantly affect its economic performance as well as the extent of our obligation to absorb its losses. In addition, the terms of the senior note provide us with a set-off right with the corporate bond AFS security we purchased from the VIE; therefore, neither appears on the Consolidated Balance Sheets.

Effective December 31, 2022, we entered into a transaction with a non-affiliated VIE whose primary activities are to acquire, hold and issue notes, as well as pay and collect interest on the notes. We issued a long-term note to the non-affiliated VIE in exchange for a corporate bond AFS security of like principal and duration that was assigned to one of our subsidiaries. The outstanding principal balance of this long-term note was $1.5 billion as of December 31, 2024, and it is variable in nature, moving concurrently with any variability in the face amount of the corporate bond AFS security up to a maximum amount of $1.5 billion. We have concluded that we are not the primary beneficiary of the non-affiliated VIE due to our lack of power over the activities that most significantly affect its economic performance as well as the extent of our obligation to absorb its losses. In addition, the terms of the note provide us with a set-off right with the corporate bond AFS security we received from the VIE; therefore, neither appears on the Consolidated Balance Sheets.

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, RMBS and CMBS. We have not provided financial or other support with respect to these VIEs other than our original investment. We have determined that we are not the primary beneficiary of these VIEs due to the relative size of our investment in comparison to the principal amount of the structured securities issued by the VIEs and the level of credit subordination that reduces our obligation to absorb losses or right to receive benefits. Our maximum exposure to loss on these structured securities is limited to the amortized cost for these investments. We recognize our variable interest in these VIEs at fair value on the Consolidated Balance Sheets. For information about these structured securities, see Note 3.

Limited Partnerships and Limited Liability Companies

We invest in certain LPs and limited liability companies (“LLCs”) that we have concluded are VIEs. Our exposure to loss is limited to the capital we invest in the LPs and LLCs. We do not hold any substantive kick-out or participation rights in the LPs and LLCs, and we do not receive any performance fees or decision maker fees from the LPs and LLCs. Based on our analysis of the LPs and LLCs, we are not the primary beneficiary of the VIEs as we do not have the power to direct the most significant activities of the LPs and LLCs. The carrying amounts of our investments in the LPs and LLCs are recognized in other investments on the Consolidated Balance Sheets and were $5.3 billion and $4.2 billion as of December 31, 2024 and 2023, respectively.

  1. Derivative Instruments

We maintain an overall risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate risk, foreign currency exchange risk, equity market risk, basis risk, commodity risk and credit risk. We assess these risks by continually identifying and monitoring changes in our exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities.

Derivative activities are monitored by various management committees. The committees are responsible for overseeing the implementation of various hedging strategies that are developed through the analysis of financial simulation models and other internal and industry sources. The resulting hedging strategies are incorporated into our overall risk management strategies.

See Note 1 for a discussion of the accounting treatment for derivative instruments. See Note 14 for additional disclosures related to the fair value of our derivative instruments and Note 4 for derivative instruments related to our consolidated VIEs.

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 and RILA 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.

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.

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.

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 December 31, 2024 · As of December 31, 2023
Notional Amounts · Fair Value · Notional Amounts · Fair Value
Asset · Liability · Asset · Liability
Qualifying Hedges
Cash flow hedges:
Interest rate contracts (1)$1,230$156$16$1,698$181$47
Foreign currency contracts (1)4,738556444,66242378
Total cash flow hedges5,968712606,360604125
Fair value hedges:
Interest rate contracts (1)1,06610161,081139
Foreign currency contracts (1)251–25–1
Total fair value hedges1,09111161,106140
Non-Qualifying Hedges
Interest rate contracts (1)75,4456343990,829636979
Foreign currency contracts (1)348302306116
Equity market contracts (1)191,66613,0723,879225,62610,2444,227
Credit contracts (1)57––91––
Embedded derivatives:
Reinsurance-related (2)––30––552
RILA, fixed indexed annuity
and IUL contracts (3)–1,11512,449–9409,077
Total derivative instruments$274,575$15,003$16,875$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 as described in Note 1.

(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 December 31, 2024
Less Than1 Year1 - 5Years6 - 10Years11 - 30YearsOver 30YearsTotal
Interest rate contracts (1)$7,601$21,088$24,060$24,394$598$77,741
Foreign currency contracts (2)1911,2261,7821,870425,111
Equity market contracts149,07530,8189,69382,072191,666
Credit contracts–57–––57
Total derivative instruments
with notional amounts$156,867$53,189$35,535$26,272$2,712$274,575

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

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

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

Amortized Cost of the Hedged Assets / (Liabilities)Cumulative Fair Value Hedging Adjustment Included in the Amortized Cost of the Hedged Assets / (Liabilities)
As of December 31, 2024As of December 31, 2023As of December 31, 2024As 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$484$534$7$39
Long-term debt (1)(676)(703)199172

(1)Includes $(310) million and $(326) million of unamortized adjustments from discontinued hedges as of December 31, 2024 and 2023, respectively.

The change in our unrealized gain (loss) on derivative instruments within AOCI (in millions) was as follows:

For the Years Ended December 31,
202420232022
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year$375$388$(85)
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period:
Cash flow hedges:
Interest rate contracts180293196
Foreign currency contracts21(50)182
Change in foreign currency exchange rate adjustment220(169)312
Income tax benefit (expense)(88)(15)(144)
Less:
Reclassification adjustment for gains (losses)
included in net income (loss):
Cash flow hedges:
Interest rate contracts (1)(3)(1)2
Interest rate contracts (2)2531(11)
Foreign currency contracts (1)595462
Foreign currency contracts (3)8739
Income tax benefit (expense)(19)(19)(19)
Balance as of end-of-year$638$375$388

(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).

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 Year Ended December 31, 2024
Realized Gain (Loss)Net Investment IncomeInterest and Debt Expense
Total Line Items in which the Effects of Fair Value or
Cash Flow Hedges are Recorded$269$5,525$336
Qualifying Hedges
Gain or (loss) on fair value hedging relationships:
Interest rate contracts:
Hedged items–(30)27
Derivatives designated as hedging instruments–30(27)
Foreign currency contracts:
Hedged items–(2)–
Derivatives designated as hedging instruments–2–
Gain or (loss) on cash flow hedging relationships:
Interest rate contracts:
Amount of gain or (loss) reclassified
from AOCI into income–(3)25
Foreign currency contracts:
Amount of gain or (loss) reclassified
from AOCI into income859–
Non-Qualifying Hedges
Interest rate contracts(318)––
Equity market contracts5,271––
Embedded derivatives:
Reinsurance-related522––
RILA, fixed indexed annuity and IUL contracts(2,920)––
Gain (Loss) Recognized in Income For the Year Ended December 31, 2023
Realized Gain (Loss)Net Investment IncomeInterest and Debt Expense
Total Line Items in which the Effects of Fair Value or
Cash Flow Hedges are Recorded$(4,311)$5,879$331
Qualifying Hedges
Gain or (loss) on fair value hedging relationships:
Interest rate contracts:
Hedged items–(5)(5)
Derivatives designated as hedging instruments–55
Gain or (loss) on cash flow hedging relationships:
Interest rate contracts:
Amount of gain or (loss) reclassified
from AOCI into income–(1)31
Foreign currency contracts:
Amount of gain or (loss) reclassified
from AOCI into income754–
Non-Qualifying Hedges
Interest rate contracts(161)––
Foreign currency contracts(2)––
Equity market contracts1,387––
Commodity contracts8––
Credit contracts(4)––
Embedded derivatives:
Reinsurance-related(968)––
RILA, fixed indexed annuity and IUL contracts(3,187)––
Gain (Loss) Recognized in Income For the Year Ended December 31, 2022
Realized Gain (Loss)Net Investment IncomeInterest and Debt Expense
Total Line Items in which the Effects of Fair Value or
Cash Flow Hedges are Recorded$840$5,515$283
Qualifying Hedges
Gain or (loss) on fair value hedging relationships:
Interest rate contracts:
Hedged items–(167)156
Derivatives designated as hedging instruments–167(156)
Gain or (loss) on cash flow hedging relationships:
Interest rate contracts:
Amount of gain or (loss) reclassified
from AOCI into income–2(11)
Foreign currency contracts:
Amount of gain or (loss) reclassified
from AOCI into income3962–
Non-Qualifying Hedges
Interest rate contracts(2,113)––
Foreign currency contracts3––
Equity market contracts(2,075)––
Commodity contracts11––
Credit contracts(4)––
Embedded derivatives:
Reinsurance-related622––
RILA, fixed indexed annuity and IUL contracts1,760––

As of December 31, 2024, $92 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 years ended December 31, 2024 and 2023, there were no material reclassifications to earnings due to hedged firm commitments no longer deemed probable or due to hedged forecasted transactions that had not occurred by the end of the originally specified time period.

As of December 31, 2024 and 2023, we did not have any exposure related to CDSs for which we are the seller.

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 December 31, 2024, the non-performance risk adjustment waszero. 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 of our 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 didnot have any exposure as of December 31, 2024 or 2023.

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 December 31, 2024As of December 31, 2023
S&P CreditRating ofCounterpartyCollateralPosted byCounterpartyCollateralPosted to CounterpartyCollateralPosted byCounterpartyCollateralPosted to Counterparty
AA-$4,043$(21)$2,378$(63)
A+2,460(89)2,496(125)
A47–82–
A-632–273–
Total cash collateral$7,182$(110)$5,229$(188)

Balance Sheet Offsetting

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

As of December 31, 2024
Derivative InstrumentsEmbedded Derivative InstrumentsTotal
Financial Assets
Gross amount of recognized assets$13,483$1,115$14,598
Gross amounts offset(3,806)–(3,806)
Net amount of assets9,6771,11510,792
Gross amounts not offset:
Cash collateral(7,182)–(7,182)
Non-cash collateral (1)(2,495)–(2,495)
Net amount$–$1,115$1,115
Financial Liabilities
Gross amount of recognized liabilities$617$12,479$13,096
Gross amounts offset(432)–(432)
Net amount of liabilities18512,47912,664
Gross amounts not offset:
Cash collateral(110)–(110)
Non-cash collateral (2)(75)–(75)
Net amount$–$12,479$12,479

(1)Excludes excess non-cash collateral received of $817 million, 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 $39 million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

As of December 31, 2023
DerivativeInstrumentsEmbeddedDerivativeInstrumentsTotal
Financial Assets
Gross amount of recognized assets$10,927$940$11,867
Gross amounts offset(4,453)–(4,453)
Net amount of assets6,4749407,414
Gross amounts not offset:
Cash collateral(5,229)–(5,229)
Non-cash collateral (1)(1,245)–(1,245)
Net amount$–$940$940
Financial Liabilities
Gross amount of recognized liabilities$967$9,629$10,596
Gross amounts offset(612)–(612)
Net amount of liabilities3559,6299,984
Gross amounts not offset:
Cash collateral(188)–(188)
Non-cash collateral (2)(167)–(167)
Net amount$–$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.

  1. DAC, VOBA, DSI and DFEL

The following table reconciles DAC, VOBA and DSI (in millions) to the Consolidated Balance Sheets:

As of December 31,
20242023
DAC, VOBA and DSI
Variable Annuities$3,964$3,873
Fixed Annuities423455
Traditional Life1,3701,418
UL and Other6,3186,232
Group Protection178154
Retirement Plan Services284265
Total DAC, VOBA and DSI$12,537$12,397

The following table reconciles DFEL (in millions) to the Consolidated Balance Sheets:

As of December 31,
20242023
DFEL
Variable Annuities$273$278
UL and Other (1)6,4065,579
Other Operations (2)5144
Total DFEL$6,730$5,901

(1)We reported $256 million and $257 million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.

(2)Represents DFEL reported in Other Operations attributable to the indemnity reinsurance agreement with Protective that is excluded from the following tables. We reported $51 million and $44 million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.

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

For the Year Ended December 31, 2024
VariableAnnuitiesFixedAnnuitiesTraditionalLifeUL andOtherGroup ProtectionRetirementPlanServices
Balance as of beginning-of-year$3,751$421$1,376$5,791$154$239
Deferrals4544410743413521
Amortization(354)(71)(148)(309)(111)(18)
Balance as of end-of-year$3,851$394$1,335$5,916$178$242
For the Year Ended December 31, 2023
VariableAnnuitiesFixedAnnuitiesTraditionalLifeUL andOtherGroup ProtectionRetirementPlanServices
Balance as of beginning-of-year$3,751$439$1,333$5,605$141$236
Deferrals3614918848211321
Amortization(361)(67)(145)(296)(100)(18)
Balance as of end-of-year$3,751$421$1,376$5,791$154$239

DAC amortization expense of $1.0 billion, $987 million and $964 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022, respectively.

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

For the Year Ended December 31, 2024
FixedAnnuitiesTraditionalLifeUL andOther
Balance as of beginning-of-year$15$42$413
Deferrals––1
Amortization(2)(7)(39)
Balance as of end-of-year$13$35$375
For the Year Ended December 31, 2023
FixedAnnuitiesTraditionalLifeUL andOther
Balance as of beginning-of-year$17$50$465
Business acquired (sold)
through reinsurance––(11)
Deferrals––2
Amortization(2)(8)(43)
Balance as of end-of-year$15$42$413

VOBA amortization expense of $48 million, $53 million and $60 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022, respectively. No additions or write-offs were recorded for each respective year.

Estimated future amortization of VOBA (in millions), as of December 31, 2024, was as follows:

2025$37
202633
202729
202824
202921

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

For the Year Ended December 31, 2024
VariableAnnuitiesFixedAnnuitiesUL andOtherRetirementPlanServices
Balance as of beginning-of-year$122$19$28$26
Deferrals2–117
Amortization(11)(3)(2)(1)
Balance as of end-of-year$113$16$27$42
For the Year Ended December 31, 2023
VariableAnnuitiesFixedAnnuitiesUL andOtherRetirementPlanServices
Balance as of beginning-of-year$128$23$30$17
Deferrals6––10
Amortization(12)(4)(2)(1)
Balance as of end-of-year$122$19$28$26

DSI amortization expense of $17 million, $19 million and $19 million was recorded in interest credited on the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022, respectively.

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

For the Year Ended December 31, 2024For the Year Ended December 31, 2023
VariableAnnuitiesUL andOtherVariableAnnuitiesUL andOther
Balance as of beginning-of-year$278$5,579$286$4,766
Deferrals191,114191,074
Amortization(24)(287)(27)(261)
Balance as of end-of-year2736,4062785,579
Less: reinsurance recoverables–256–257
Balance as of end-of-year, net of reinsurance273$6,150$278$5,322

DFEL amortization of $311 million, $288 million and $257 million was recorded in fee income on the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022, respectively.

  1. Reinsurance

The following summarizes reinsurance amounts (in millions) recorded on the Consolidated Statements of Comprehensive Income (Loss), excluding amounts attributable to the indemnity reinsurance agreements with Protective and Swiss Re:

For the Years Ended December 31,
202420232022
Direct insurance premiums and fee income$14,160$13,782$13,607
Reinsurance assumed869098
Reinsurance ceded (1)(2,419)(4,733)(2,015)
Total insurance premiums and fee income$11,827$9,139$11,690
Direct insurance benefits$10,857$10,829$10,345
Reinsurance ceded (1)(2,939)(4,691)(1,866)
Total benefits$7,918$6,138$8,479
Direct market risk benefit (gain) loss$(2,818)$(2,309)$(3,517)
Reinsurance ceded14145271
Total market risk benefit (gain) loss$(2,677)$(2,264)$(3,246)
Direct policyholder liability remeasurement (gain) loss$86$(224)$3,294
Reinsurance ceded(276)72(528)
Total policyholder liability remeasurement (gain) loss$(190)$(152)$2,766

(1)Includes impacts related to the fourth quarter 2023 reinsurance transaction.

Our insurance companies cede insurance to other companies. The portion of our life insurance risks exceeding each of our insurance companies’ retention limit is reinsured with other insurers. We seek annuity and life reinsurance coverage to limit our exposure to mortality losses and/or to enhance our capital and risk management. Reinsurance does not discharge us from our primary obligation to contract holders for losses incurred under the policies we issue. We evaluate each reinsurance agreement to determine whether the agreement provides indemnification against loss or liability.

As of December 31, 2024, the policy for our reinsurance program was to retain no more than $20 million on a single insured life, with the retention on most policies being significantly below that. As the amount we retain varies by policy, we reinsured 25% of the mortality risk on newly issued life insurance contracts in 2024.

Reinsurance Exposures

We focus on obtaining reinsurance from a diverse group of reinsurers, and we monitor concentration as well as financial strength ratings of our reinsurers. Significant reinsurance agreements are discussed below.

Fortitude Re

Effective October 1, 2023, we entered intotwo 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 December 31, 2024.

The first agreement is 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 $10.6 billion and $10.5 billion as of December 31, 2024 and 2023, respectively. We reported a deferred loss on the transaction of $2.6 billion and $2.7 billion as of December 31, 2024 and 2023, respectively. We amortized $90 million and $11 million of the deferred loss during the years ended December 31, 2024 and 2023, respectively. Annuities that are not life-contingent do not contain significant insurance risk; therefore, we reported deposit assets for these contracts of $3.0 billion and $4.2 billion as of December 31, 2024 and 2023, respectively.

The second agreement is 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 $8.1 billion and $7.8 billion as of December 31, 2024 and 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 $9.3 billion and $9.9 billion in support of reserves associated with the Fortitude Re transaction in a funds withheld arrangement as of December 31, 2024 and 2023, respectively,

which consisted of the following (in millions):

As of December 31,
20242023
Fixed maturity AFS securities$7,764$8,867
Derivative investments30–
Other investments1,419759
Cash and invested cash28141
Accrued investment income96103
Other assets–1
Total$9,337$9,871

See “Realized Gain (Loss)” in Note 20 for information on reinsurance-related embedded derivatives.

Resolution Life

Effective October 1, 2021, we entered into a reinsurance agreement with Security Life of Denver Insurance Company (a subsidiary of Resolution Life that we refer to herein as “Resolution Life”)to reinsure liabilities under a block of in-force executive benefit and universal life policies. The agreement is structured as coinsurance for the general account reserves and modified coinsurance for the separate account reserves. Amounts recoverable from Resolution Life were $4.9 billion and $5.0 billion as of December 31, 2024 and 2023, respectively. Resolution Life has funded trusts, the balances of which change as a result of ongoing reinsurance activity to support the business ceded, that totaled $3.8 billion as of December 31, 2024 and 2023.

Commonwealth

Effective January 15, 2020, we entered into a coinsurance agreement with Commonwealth Annuity and Life Insurance Company (“Commonwealth”) to reinsure fixed annuity products, which resulted in a net deposit asset of $9.5 billion and $6.2 billion as of December 31, 2024 and 2023, respectively. Commonwealth has funded trusts, the balances of which change as a result of ongoing reinsurance activity to support the business ceded, that totaled $9.0 billion and $5.9 billion as of December 31, 2024 and 2023, respectively.

Protective

The sale of individual life and individual and group annuity business acquired from Liberty Life Assurance Company of Boston completed May 1, 2018 resulted in amounts recoverable from Protective of $8.4 billion and $9.1 billion as of December 31, 2024 and 2023, respectively. Protective has funded trusts, of which the balance in the trusts changes as a result of ongoing reinsurance activity, to support the business ceded, which totaled $9.9 billion and $10.5 billion as of December 31, 2024 and 2023, respectively.

Athene

Effective October 1, 2018, we entered into a modified coinsurance agreement with Athene Holding Ltd. (“Athene”) to reinsure fixed annuity products, which resulted in a deposit asset of $2.1 billion and $2.7 billion as of December 31, 2024 and 2023, respectively. We held assets in support of reserves associated with the Athene transaction in a modified coinsurance investment portfolio, which consisted of the following (in millions):

As of December 31,
20242023
Fixed maturity AFS securities$142$177
Trading securities1,3851,556
Equity securities4258
Mortgage loans on real estate232288
Derivative investments4643
Other investments5441
Cash and invested cash147582
Accrued investment income1823
Other assets16
Total$2,067$2,774

The portfolio was supported by $61 million of over-collateralization and a $63 million letter of credit as of December 31, 2024. Additionally, we recorded a deferred gain on business sold through reinsurance related to the transaction with Athene and amortized $26 million, $33 million and $25 million of the gain during 2024, 2023 and 2022, respectively.

Swiss Re

Our reinsurance operations were acquired by Swiss Re in December 2001 through a series of indemnity reinsurance transactions. As such, Swiss Re reinsured certain liabilities and obligations under the indemnity reinsurance agreements. As we are not relieved of our liability to the ceding companies for this business, the liabilities and obligations associated with the reinsured policies remain on the Consolidated Balance Sheets with a corresponding reinsurance recoverable from Swiss Re, which totaled $1.3 billion and $1.6 billion as of December 31, 2024 and 2023, respectively. Swiss Re has funded a trust, with a balance of $617 million and $656 million as of December 31, 2024 and 2023, respectively, to support this business. In addition to various remedies that we would have in the event of a default by Swiss Re, we continue to hold assets in support of certain of the transferred reserves. These assets consist of those reported as trading securities and certain mortgage loans.

Credit Losses on Reinsurance-Related Assets

In connection with our recognition of an allowance for credit losses for reinsurance-related assets, we perform a quantitative analysis using a probability of loss approach to estimate expected credit losses for reinsurance recoverables, inclusive of similar assets recognized using the deposit method of accounting. Our allowance for credit losses was $100 million and $81 million as of December 31, 2024 and 2023, respectively.

  1. Goodwill and Specifically Identifiable Intangible Assets

The changes in the carrying amount of goodwill (in millions) by segment were as follows:

GrossGoodwillas ofBeginning-of-YearAccumulatedImpairmentas ofBeginning-of-YearNetGoodwillas ofBeginning-of-YearImpairmentNetGoodwill asof End-of-Year
Annuities$1,040$(600)$440$–$440
Group Protection684–684–684
Retirement Plan Services20–20–20
Total goodwill$1,744$(600)$1,144$–$1,144
GrossGoodwillas ofBeginning-of-YearAccumulatedImpairmentas ofBeginning-of-YearNetGoodwillas ofBeginning-of-YearImpairmentNetGoodwill asof End-of-Year
Annuities$1,040$(600)$440$–$440
Group Protection684–684–684
Retirement Plan Services20–20–20
Total goodwill$1,744$(600)$1,144$–$1,144

The fair values of our reporting units (Level 3 fair value estimates) are comprised of the value of in-force (i.e., existing) business and the value of new business. Specifically, new business is representative of cash flows and profitability associated with policies or contracts we expect to issue in the future, reflecting our forecasts of future sales volume and product mix over a 10-year period. To determine the values of in-force and new business, we use a discounted cash flows technique that applies a discount rate reflecting the market expected, weighted-average rate of return adjusted for the risk factors associated with operations to the projected future cash flows for each reporting unit.

2024 and 2023 Analysis

As of October 1, 2024 and 2023, we performed our annual quantitative goodwill impairment test for our Annuities, Group Protection and Retirement Plan Services reporting units, and, as of each such date, the fair value was in excess of each reporting unit’s carrying value.

2022 Analysis

As a result of the capital market environment during the third quarter of 2022, including (i) declining equity markets and (ii) the impact of rising interest rates on our discount rate assumption, we accelerated our quantitative goodwill impairment test for our Life Insurance reporting unit as we concluded that there were indicators of impairment. Based on this quantitative test, which included updating our best estimate assumptions therein, we incurred an impairment during the third quarter of 2022 of the Life Insurance reporting unit goodwill of $634 million, which represented a write-off of the entire balance of goodwill for the reporting unit.

As of October 1, 2022, we performed our annual quantitative goodwill impairment test for our other reporting units, and, as of such date, the fair value was in excess of the carrying value for each of the Annuities, Group Protection and Retirement Plan Services reporting units.

The gross carrying amounts and accumulated amortization (in millions) for each major specifically identifiable intangible asset class by segment were as follows:

As of December 31, 2024As of December 31, 2023
GrossCarryingAmountAccumulatedAmortizationGrossCarryingAmountAccumulatedAmortization
Life Insurance:
Sales force$100$75$100$71
Group Protection:
VOCRA576175576145
VODA31153112
Retirement Plan Services:
Mutual fund contract rights (1)5–5–
Total$712$265$712$228

(1)No amortization recorded as the intangible asset has indefinite life.

Future estimated amortization of specifically identifiable intangible assets (in millions) as of December 31, 2024, was as follows:

2025$37
202637
202737
202837
202935
Thereafter259
  1. MRBs

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

As of December 31, 2024As of December 31, 2023
AssetsLiabilitiesNet (Assets) LiabilitiesAssetsLiabilitiesNet (Assets) Liabilities
Variable Annuities$4,737$933$(3,804)$3,763$1,583$(2,180)
Fixed Annuities78110329612832
Retirement Plan Services453(42)355(30)
Total MRBs$4,860$1,046$(3,814)$3,894$1,716$(2,178)

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

As of or For the Year Ended December 31, 2024As of or For the Year Ended December 31, 2023
Variable AnnuitiesFixed AnnuitiesRetirement Plan ServicesVariable AnnuitiesFixed AnnuitiesRetirement Plan Services
Balance as of beginning-of-year$(2,180)$32$(30)$(662)$(45)$(22)
Less: Effect of cumulative changes in
non-performance risk(1,299)(58)(4)(2,173)(40)(2)
Balance as of beginning-of-year, before the effect
of changes in non-performance risk(881)90(26)1,511(5)(20)
Issuances6––8––
Attributed fees collected1,5203181,497326
Benefit payments(34)––(64)––
Effect of changes in interest rates(1,918)(70)(18)(110)(24)5
Effect of changes in equity markets(2,277)(16)(8)(3,167)(12)(13)
Effect of changes in equity index volatility(88)(5)–(593)9(3)
In-force updates and other changes in MRBs (1)2136813651
Effect of assumption review:
Effect of changes in future expected
policyholder behavior711–(33)70–
Effect of changes in other future expected
assumptions (2)(199)18(6)(66)15(2)
Balance as of end-of-year, before the effect of
changes in non-performance risk(3,651)65(42)(881)90(26)
Effect of cumulative changes in
non-performance risk(153)(33)–(1,299)(58)(4)
Balance as of end-of-year(3,804)32(42)(2,180)32(30)
Less: ceded MRB assets (liabilities)(379)––(238)––
Balance as of end-of-year, net of reinsurance$(3,425)$32$(42)$(1,942)$32$(30)
Weighted-average age of policyholders (years)737063726863
Net amount at risk (3)$1,962$240$3$3,031$203$4

(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 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 impacts from updates to mortality and policyholder lapse behavior assumptions. For the year ended December 31, 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 1 and Note 14 for details related to our fair value judgments, assumptions, inputs and valuation methodology.

  1. Separate Accounts

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

As of December 31,
20242023
Mutual funds and collective investment trusts$167,759$157,578
Exchange-traded funds336350
Fixed maturity AFS securities161167
Cash and invested cash1225
Other investments170137
Total separate account assets$168,438$158,257

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

As of December 31,
20242023
Variable Annuities$117,998$113,356
UL and Other28,84125,150
Retirement Plan Services21,54119,699
Other Operations (1)5852
Total separate account liabilities$168,438$158,257

(1) Represents separate account liabilities reported in Other Operations primarily attributable to the indemnity reinsurance agreements with Protective($49 millionand $46 million as of December 31, 2024 and December 31, 2023, respectively) that are excluded from the following tables.

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

As of or For the Year EndedDecember 31, 2024As of or For the Year EndedDecember 31, 2023
Variable AnnuitiesUL and OtherRetirement Plan ServicesVariable AnnuitiesUL and OtherRetirement Plan Services
Balance as of beginning-of-year$113,356$25,150$19,699$105,573$20,920$16,996
Gross deposits4,7651,4832,3022,9821,6302,222
Withdrawals(14,074)(477)(3,378)(10,177)(313)(2,527)
Policyholder assessments(2,639)(995)(182)(2,510)(964)(163)
Change in market performance15,5483,8763,07216,8703,9733,221
Net transfers from (to) general account1,042(196)28618(96)(50)
Balance as of end-of-year$117,998$28,841$21,541$113,356$25,150$19,699
Cash surrender value$116,612$26,435$21,526$111,928$22,760$19,684
  1. Policyholder Account Balances

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

As of December 31,
20242023
Variable Annuities$35,267$29,141
Fixed Annuities25,96325,355
UL and Other36,59937,180
Retirement Plan Services23,61923,784
Other (1)4,7495,277
Total policyholder account balances$126,197$120,737

(1) Represents policyholder account balances reported primarily in Other Operations attributable to the indemnity reinsurance agreements with Protective ($4.4 billion and $4.9 billion as of December 31, 2024 and December 31, 2023, respectively) that are excluded from the following tables.

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

As of or For the Year Ended December 31, 2024
Variable AnnuitiesFixed AnnuitiesUL and OtherRetirementPlanServices
Balance as of beginning-of-year$29,141$25,355$37,180$23,784
Gross deposits4,7564,2263,6193,407
Withdrawals(1,321)(4,828)(1,464)(4,495)
Policyholder assessments(1)(61)(4,522)(14)
Net transfers from (to) separate account(477)–196251
Interest credited6958021,474686
Change in fair value of embedded derivative
instruments and other2,474469116–
Balance as of end-of-year$35,267$25,963$36,599$23,619
Weighted-average crediting rate2.1%3.1%4.0%2.9%
Net amount at risk (1)(2)$1,962$240$297,555$3
Cash surrender value34,01824,86732,99923,586
As of or For the Year Ended December 31, 2023
Variable AnnuitiesFixed AnnuitiesUL and OtherRetirementPlanServices
Balance as of beginning-of-year$22,184$23,365$37,694$25,138
Gross deposits4,7095,1303,7552,776
Withdrawals(742)(3,929)(1,454)(4,494)
Policyholder assessments(1)(56)(4,512)(14)
Net transfers from (to) separate account(427)–97(295)
Interest credited5486431,479673
Change in fair value of embedded derivative
instruments and other2,870202121–
Balance as of end-of-year$29,141$25,355$37,180$23,784
Weighted-average crediting rate2.1%2.7%4.0%2.7%
Net amount at risk (1)(2)$3,031$203$302,712$4
Cash surrender value27,97524,34933,62923,765

(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.

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 December 31, 2024
AtGuaranteedMinimum · 1-50BasisPointsAbove · 51-100BasisPointsAbove · 101-150BasisPointsAbove · GreaterThan 150BasisPointsAbove · Total
Range of Guaranteed
Minimum Crediting Rate
Variable Annuities
Up to 1.00%$–$–$–$–$–$–
1.01% - 2.00%3–––710
2.01% - 3.00%511––––511
3.01% - 4.00%1,231––––1,231
4.01% and above8––––8
Other (1)–––––33,507
Total$1,753$–$–$–$7$35,267
Fixed Annuities
Up to 1.00%$298$801$540$255$2,319$4,213
1.01% - 2.00%2351741502184,7285,505
2.01% - 3.00%1,5702712371,637
3.01% - 4.00%1,540––––1,540
4.01% and above170––––170
Other (1)–––––12,898
Total$3,813$1,002$691$475$7,084$25,963
UL and Other
Up to 1.00%$264$–$226$122$486$1,098
1.01% - 2.00%543–––2,9743,517
2.01% - 3.00%6,60010151––6,761
3.01% - 4.00%15,073–1––15,074
4.01% and above3,564––––3,564
Other (1)–––––6,585
Total$26,044$10$378$122$3,460$36,599
Retirement Plan Services
Up to 1.00%$524$305$735$3,332$5,551$10,447
1.01% - 2.00%4701,0011,8909425884,891
2.01% - 3.00%2,19528851–2,309
3.01% - 4.00%4,272111812–4,403
4.01% and above1,569––––1,569
Total$9,030$1,445$2,718$4,287$6,139$23,619
As of December 31, 2023
AtGuaranteedMinimum · 1-50 BasisPointsAbove · 51-100BasisPointsAbove · 101-150BasisPointsAbove · GreaterThan 150BasisPointsAbove · Total
Range of Guaranteed
Minimum Crediting Rate
Variable Annuities
Up to 1.00%$–$–$–$–$–$–
1.01% - 2.00%5–––712
2.01% - 3.00%576––––576
3.01% - 4.00%1,370––––1,370
4.01% and above10––––10
Other (1)–––––27,173
Total$1,961$–$–$–$7$29,141
Fixed Annuities
Up to 1.00%$696$511$546$505$2,429$4,687
1.01% - 2.00%426972355273,0814,366
2.01% - 3.00%1,806356–181,865
3.01% - 4.00%927––––927
4.01% and above180––––180
Other (1)–––––13,330
Total$4,035$643$787$1,032$5,528$25,355
UL and Other
Up to 1.00%$275$–$195$121$352$943
1.01% - 2.00%557–––3,1253,682
2.01% - 3.00%6,92511148––7,084
3.01% - 4.00%15,587–1––15,588
4.01% and above3,730––––3,730
Other (1)–––––6,153
Total$27,074$11$344$121$3,477$37,180
Retirement Plan Services
Up to 1.00%$452$569$744$4,904$2,979$9,648
1.01% - 2.00%5502,0651,575832–5,022
2.01% - 3.00%2,492––––2,492
3.01% - 4.00%5,012––––5,012
4.01% and above1,610––––1,610
Total$10,116$2,634$2,319$5,736$2,979$23,784

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

  1. Future Contract Benefits

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

As of December 31,
20242023
Payout Annuities (1)$2,009$2,085
Traditional Life (1)3,7743,841
Group Protection (2)5,6285,689
UL and Other (3)16,06215,000
Other Operations (4)9,0709,879
Other (5)3,2643,371
Total future contract benefits$39,807$39,864

(1) See 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 ($5.4 billion and $5.6 billion as of December 31, 2024 and 2023, respectively) and Swiss Re ($1.8 billion and $2.2 billion as of December 31, 2024 and 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.

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 Year EndedDecember 31, 2024As of or For the Year EndedDecember 31, 2023
Payout AnnuitiesTraditional LifePayout AnnuitiesTraditional Life
Present Value of Expected Net Premiums
Balance as of beginning-of-year$–$6,200$–$6,063
Less: Effect of cumulative changes in discount
rate assumptions–(148)–(582)
Beginning balance at original discount rate–6,348–6,645
Effect of changes in cash flow assumptions–28–(12)
Effect of actual variances from expected experience–(53)–(303)
Adjusted balance as of beginning-of-year–6,323–6,330
Issuances–360–579
Interest accrual–251–244
Net premiums collected–(785)–(804)
Flooring impact of LFPB–(1)–(1)
Ending balance at original discount rate–6,148–6,348
Effect of cumulative changes in discount rate assumptions–(275)–(148)
Balance as of end-of-year$–$5,873$–$6,200
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)2,27210,2302,26710,357
Effect of changes in cash flow assumptions–(68)–(29)
Effect of actual variances from expected experience2(70)1(333)
Adjusted balance as of beginning-of-year2,27410,0922,2689,995
Issuances102361109580
Interest accrual8739986387
Benefit payments(203)(767)(191)(732)
Ending balance at original discount rate (1)2,26010,0852,27210,230
Effect of cumulative changes in discount rate assumptions(251)(438)(187)(189)
Balance as of end-of-year$2,009$9,647$2,085$10,041
Net balance as of end-of-year$2,009$3,774$2,085$3,841
Less: reinsurance recoverables1,4773851,617445
Net balance as of end-of-year, net of reinsurance$532$3,389$468$3,396
Weighted-average duration of future policyholder
benefit liability (years)9999

(1) Includes deferred profit liability within Payout Annuities of$62 million, $56 million and $38 million as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

For the year ended December 31, 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 year ended December 31, 2024, Payout Annuities and Traditional Life did not have any significantly different actual experience compared to expected.

For the year ended December 31, 2023, Payout Annuities did nothave a significant cash flow assumption impact to net income (loss) attributable to the annual assumption review. For the year ended December 31, 2023, 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 year ended December 31, 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 December 31, 2024As of December 31, 2023
UndiscountedDiscountedUndiscountedDiscounted
Payout Annuities
Expected future gross premiums$–$–$–$–
Expected future benefit payments3,4282,0093,4832,085
Traditional Life
Expected future gross premiums14,0259,47114,0159,815
Expected future benefit payments (1)14,3199,64713,89410,041

(1) We refined the process for calculating undiscounted expected future benefit payments during 2024, which, if applied to 2023, would increase the prior year reported number by$681 million.

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 Years Ended December 31,
202420232022
Payout Annuities
Gross premiums$108$116$133
Interest accretion878684
Traditional Life
Gross premiums1,2511,2521,211
Interest accretion148143134
For the Years Ended December 31,
20242023
Payout Annuities
Interest accretion rate4.0%3.9%
Current discount rate5.4%4.9%
Traditional Life
Interest accretion rate5.0%5.0%
Current discount rate5.1%4.6%

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 Years Ended December 31,
20242023
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 rate6,1796,059
Effect of changes in cash flow assumptions(2)(27)
Effect of actual variances from expected experience(345)(261)
Adjusted beginning-of-year balance5,8325,771
New incidence1,6411,702
Interest181159
Benefit payments(1,476)(1,453)
Ending balance at original discount rate6,1786,179
Effect of cumulative changes in discount
rate assumptions(550)(490)
Balance as of end-of-year5,6285,689
Less: reinsurance recoverables118123
Balance as of end-of-year, net of reinsurance$5,510$5,566
Weighted-average duration of liability for future
claims (years)55

For the year ended December 31, 2024, we did not have a significant cash flow assumption impact to net income (loss) attributable to the annual assumption review. For the year ended December 31, 2024, we experienced more favorable reported incidence and claim terminations than assumed.

For the year ended December 31, 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 year ended December 31, 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 December 31, 2024As of December 31, 2023
UndiscountedDiscountedUndiscountedDiscounted
Group Protection
Expected future benefit payments$7,368$5,628$7,250$5,689

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 Years Ended December 31,
202420232022
Group Protection
Gross premiums$3,563$3,549$3,393
Interest accretion181159141
For the Years Ended December 31,
20242023
Group Protection
Interest accretion rate3.3%3.0%
Current discount rate5.1%4.7%

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 Years Ended December 31,
20242023
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 AOCI17,22215,723
Effect of changes in cash flow assumptions244173
Effect of actual variances from expected experience289(71)
Adjusted beginning-of-year balance17,75515,825
Interest accrual863775
Net assessments collected1,1681,210
Benefit payments(1,051)(588)
Balance as of end-of-year, excluding
shadow balance in AOCI18,73517,222
Effect of cumulative changes in shadow
balance in AOCI(2,673)(2,222)
Balance as of end-of-year16,06215,000
Less: reinsurance recoverables5,2114,708
Balance as of end-of-year, net of reinsurance$10,851$10,292
Weighted-average duration of additional liabilities
for other insurance benefits (years)1617

For the year ended December 31, 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 year ended December 31, 2024, we had unfavorable actual mortality experience compared to expected on reinsured and retained business.

For the year ended December 31, 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 year ended December 31, 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 Years Ended December 31,
202420232022
UL and Other
Gross assessments$2,937$3,219$2,818
Interest accretion863775626
For the Years Ended December 31,
20242023
UL and Other
Interest accretion rate5.4%5.3%
  1. Short-Term and Long-Term Debt

Details underlying short-term and long-term debt (in millions) were as follows:

As of December 31,
20242023
Short-Term Debt
Current maturities of long-term debt$300$250
Total short-term debt$300$250
Long-Term Debt, Excluding Current Portion
Senior notes:
3.35% notes, due 2025 (1)$–$300
3.625% notes, due 2026 (1)400400
3.80% notes, due 2028 (1)500500
3.05% notes, due 2030 (1)500500
3.40% notes, due 2031 (1)500500
3.40% notes, due 2032 (1)300300
5.852% notes, due 2034 (1)350–
6.15% notes, due 2036 (1)243243
6.30% notes, due 2037 (1)(2)375375
7.00% notes, due 2040 (1)(2)500500
4.35% notes, due 2048 (1)450450
4.375% notes, due 2050 (1)300300
Total senior notes4,4184,368
Term loans:
Variable, due 2027 (3)150–
Total term loans150–
Subordinated notes:
Variable, due 2066 (4) (5)562562
Variable, due 2067 (4) (6)433433
Total subordinated notes995995
Capital securities:
Variable, due 2066 (4) (7)160160
Variable, due 2067 (4) (8)5858
Total capital securities218218
Unamortized premiums (discounts)(6)(6)
Unamortized debt issuance costs(30)(30)
Unamortized adjustments from discontinued hedges310326
Fair value hedge on interest rate swap agreements(199)(172)
Total long-term debt$5,856$5,699

(1)We have the option to repurchase the outstanding notes by paying the greater of 100% of the principal amount of the notes to be redeemed or the make-whole amount (as defined in each note agreement), plus in each case any accrued and unpaid interest as of the date of redemption.

(2)Categorized as operating debt for leverage ratio calculations as the proceeds were primarily used as a long-term structured solution to reduce the strain on increasing statutory reserves associated with secondary guarantee UL and term policies.

(3)Transitioned from London Interbank Offered Rate (“LIBOR”)-based to Secured Overnight Financing Rate (“SOFR”)-based interest rates, plus an applicable transition spread of 10 basis points due to the discontinued publication of LIBOR effective after June 30, 2023. Our applicable credit spread was 137.5 and 112.5 basis points as of December 31, 2024 and 2023, respectively. In 2024, we repaid $100 million and refinanced and extended the term loan into a $150 million variable-rate term loan due July 16, 2027.

(4)To hedge the variability in rates, we purchased interest rate swaps to lock in a fixed rate of approximately 5% over the remaining terms of the subordinated notes and capital securities.

(5)Transitioned from LIBOR-based to 3-Month ISDA SOFR-based interest rates after June 30, 2023, plus a credit spread of 236 basis points.

(6) Transitioned from LIBOR-based to 3-Month ISDA SOFR-based interest rates after June 30, 2023, plus a credit spread of 204 basis points.

(7) Transitioned from LIBOR-based to 3-Month Term SOFR-based interest rates after June 30, 2023, plus a transition spread of 26.161 basis points after June 30, 2023, plus a credit spread of 236 basis points.

(8) Transitioned from LIBOR-based to 3-Month Term SOFR-based interest rates after June 30, 2023, plus a transition spread of 26.161 basis points after June 30, 2023, plus a credit spread of 204 basis points.

Future principal payments due on long-term debt (in millions) as of December 31, 2024, were as follows:

2025$300
2026400
2027150
2028500
2029–
Thereafter4,731
Total$6,081

For our long-term debt outstanding, unsecured senior debt, which consists of senior notes and a term loan, ranks highest in priority, followed by subordinated notes and then capital securities.

Facility Agreement for Senior Notes Issuance

During August 2020, LNC entered into a 10-year facility agreement (the “facility agreement”) with a Delaware trust in connection with the sale by the trust of $500 million of pre-capitalized trust securities in a private placement pursuant to Rule 144A of the Securities Act of 1933, as amended. The trust invested the proceeds from the sale of the trust securities in a portfolio of principal and interest strips of U.S. Treasury securities. The facility agreement provides LNC the right to issue and sell to the trust, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $500 million of LNC’s 2.330% senior notes due August 15, 2030 (“2.330% senior notes”) in exchange for a corresponding amount of U.S. Treasury securities held by the trust. The 2.330% senior notes will not be issued unless and until the issuance right is exercised. In return, LNC pays a semi-annual facility fee to the trust at a rate of 1.691% per year (applied to the unexercised portion of the maximum amount of senior notes that LNC could issue and sell to the trust), and LNC reimburses the trust for its expenses.

The issuance right will be exercised automatically in full upon our failure to make certain payments to the trust, such as paying the facility fee or reimbursing the trust for its expenses, if the failure to pay is not cured within 30 days, or upon certain bankruptcy events involving LNC. We are also required to exercise the issuance right in full if our consolidated stockholders’ equity (excluding AOCI) falls below a minimum threshold (which was $2.75 billion as of December 31, 2024, and is subject to adjustment from time to time in certain cases) and upon certain other events described in the facility agreement.

Prior to any involuntary exercise of the issuance right, LNC has the right to repurchase any or all of the 2.330% senior notes then held by the trust in exchange for U.S. Treasury securities. LNC may redeem any outstanding 2.330% senior notes, in whole or in part, prior to their maturity. Prior to May 15, 2030, the redemption price will equal the greater of par or a make-whole redemption price. After May 15, 2030, any outstanding 2.330% senior notes may be redeemed at par.

Credit Facilities

Credit facilities, which allow for borrowing or issuances of letters of credit (“LOCs”), (in millions) were as follows:

Expiration DateMaximum AvailableLOCs Issued
Credit Facilities
Five-year revolving credit facilityDecember 21, 2028$2,000$250
LOC facility (1)August 26, 2031965895
LOC facility (1)October 1, 2031827827
Total$3,792$1,972

(1)Our wholly owned subsidiaries entered into irrevocable LOC facility agreements with third-party lenders supporting inter-company reinsurance agreements.

On December 21, 2023, we entered into a second amended and restated credit agreement with a syndicate of banks, which amended and restated our existing five-year revolving amended and restated credit agreement. The credit agreement, which is unsecured, allows for the issuance of LOCs and borrowing of up to $2.0 billion and has a commitment termination date of December 21, 2028. The LOCs under the credit facility are used primarily to satisfy reserve credit requirements of (i) our domestic insurance companies for which reserve credit is provided by our affiliated reinsurance companies and (ii) certain ceding companies of our legacy reinsurance business.

The credit agreement, as currently in effect, contains:

Customary terms and conditions, including covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not the surviving entity and dispose of all or substantially all of our assets;

Financial covenants including maintenance of a minimum consolidated net worth equal to the sum of $8.626 billion plus 50% of the aggregate net proceeds of equity issuances received by us after September 30, 2023, all as more fully set forth in the agreement; and a debt-to-capital ratio as defined in accordance with the agreement not to exceed 0.35 to 1.00;

A cap on secured non-operating indebtedness and non-operating indebtedness of our subsidiaries equal to 7.5% of total capitalization, as defined in accordance with the agreement; and

Customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default.

Upon an event of default, the credit agreement, as currently in effect, provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable. As of December 31, 2024, we were in compliance with all such covenants.

Our LOC facility agreements each contain customary terms and conditions, including early termination fees, covenants restricting the ability of the subsidiaries to incur liens, merge or consolidate with another entity and dispose of all or substantially all of their assets. Upon an event of early termination, the agreements require the immediate payment of all or a portion of the present value of the future LOC fees that would have otherwise been paid. Further, the agreements contain customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the agreements provide that, among other things, obligations to issue, amend or increase the amount of any LOC shall be terminated and any obligations shall become immediately due and payable. As of December 31, 2024, we were in compliance with all such covenants.

Shelf Registration

We currently have an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units, depositary shares and trust preferred securities.

  1. Fair Value of Financial Instruments

Financial Instruments Carried at Fair Value

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

As of December 31, 2024
Quoted
Prices
in Active
Markets for · Significant · Significant
IdenticalObservableUnobservableTotal
AssetsInputsInputsFair
(Level 1)(Level 2)(Level 3)Value
Assets
Investments:
Fixed maturity AFS securities:
Corporate bonds$–$63,585$2,865$66,450
U.S. government bonds37120–391
State and municipal bonds–2,371–2,371
Foreign government bonds–237–237
RMBS–1,851121,863
CMBS–1,65781,665
ABS–11,7812,09913,880
Hybrid and redeemable preferred securities4813373254
Trading securities–1,7602652,025
Equity securities–26034294
Mortgage loans on real estate––232232
Derivative investments (1)–13,884313,887
Other investments – short-term investments–36923392
MRB assets––4,8604,860
Other assets:
Ceded MRBs––22
Indexed annuity ceded embedded derivatives––1,1151,115
Separate account assets391168,047–168,438
Total assets$810$265,955$11,591$278,356
Liabilities
Policyholder account balances – RILA, fixed annuity
and IUL contracts$–$–$(12,449)$(12,449)
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives–204(234)(30)
MRB liabilities––(1,046)(1,046)
Other liabilities:
Ceded MRBs––(381)(381)
Derivative liabilities (1)–(4,256)(139)(4,395)
Total liabilities$–$(4,052)$(14,249)$(18,301)
As of December 31, 2023
Quoted
Prices
in Active
Markets for · Significant · Significant
IdenticalObservableUnobservableTotal
AssetsInputsInputsFair
(Level 1)(Level 2)(Level 3)Value
Assets
Investments:
Fixed maturity AFS securities:
Corporate bonds$–$67,160$2,497$69,657
U.S. government bonds37419–393
State and municipal bonds–2,78552,790
Foreign government bonds–283–283
RMBS–1,760131,773
CMBS–1,41681,424
ABS–10,6871,48412,171
Hybrid and redeemable preferred securities4615348247
Trading securities–2,0752842,359
Equity securities126342306
Mortgage loans on real estate––288288
Derivative investments (1)–10,87462211,496
Other investments – short-term investments–233–233
MRB assets––3,8943,894
Other assets:
Ceded MRBs––22
Indexed annuity ceded embedded derivatives––940940
Separate account assets402157,855–158,257
Total assets$823$255,563$10,127$266,513
Liabilities
Policyholder account balances – RILA, fixed annuity
and IUL contracts$–$–$(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 9.

For the Year Ended December 31, 2024
Gains · Issuances, · Transfers
Items · (Losses) · Sales, · Into or
Included · in · Maturities, · Out
BeginninginOCISettlements,ofEnding
FairNetandCalls,Level 3,Fair
ValueIncomeOther (1)NetNetValue
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds$2,497$(1)$(14)$514$(131)$2,865
State and municipal bonds5–––(5)–
RMBS13–(2)6(5)12
CMBS8–(1)29(28)8
ABS1,484–251,037(447)2,099
Hybrid and redeemable preferred
securities48–3121073
Trading securities2841–(20)–265
Equity securities42(4)––(4)34
Mortgage loans on real estate28891(66)–232
Other investments–––131023
Other assets:
Ceded MRBs (3)2––––2
Indexed annuity ceded embedded
derivatives (4)940161–14–1,115
Liabilities
Policyholder account balances –
RILA, fixed annuity and IUL
contracts (4)(9,077)(3,059)–(313)–(12,449)
Funds withheld reinsurance liabilities –
reinsurance-related embedded derivatives (4)(789)555–––(234)
Other liabilities:
Ceded MRBs (3)(239)(142)–––(381)
Derivative liabilities36(124)–3(51)(136)
Total, net$(4,458)$(2,604)$12$1,229$(651)$(6,472)
For the Year Ended December 31, 2023
Gains · Issuances, · Transfers
Items · (Losses) · Sales, · Into or
Included · in · Maturities, · Out
BeginninginOCISettlements,ofEnding
FairNetandCalls,Level 3,Fair
ValueIncomeOther (1)NetNetValue
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds$2,295$2$17$194$(11)$2,497
State and municipal bonds35(4)4(30)–5
RMBS1––5713
CMBS–––(4)128
ABS1,117–9733(375)1,484
Hybrid and redeemable preferred
securities49–(2)(2)348
Trading securities58117–(313)(1)284
Equity securities153(19)–(98)642
Mortgage loans on real estate487(7)5(197)–288
Derivative investments2(13)–163136
Other assets:
Ceded MRBs (3)12(10)–––2
Indexed annuity ceded embedded
derivatives (4)5256–409–940
Liabilities
Policyholder account balances –
RILA, fixed annuity and IUL
contracts (4)(4,783)(3,193)–(1,101)–(9,077)
Funds withheld reinsurance liabilities –
reinsurance-related embedded derivatives (4)–(789)–––(789)
Other liabilities – ceded MRBs (3)(205)(34)——–(239)
Total, net$269$(4,044)$33$(388)$(328)$(4,458)
For the Year Ended December 31, 2022
Gains · Issuances, · Transfers
Items · (Losses) · Sales, · Into or
Included · in · Maturities, · Out
BeginninginOCISettlements,ofEnding
FairNetandCalls,Level 3,Fair
ValueIncomeOther (1)NetNetValue
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds$5,720$1$(1,550)$796$(2,672)$2,295
State and municipal bonds––(1)–3635
Foreign government bonds41–(6)(30)(5)–
RMBS4–121(25)1
CMBS–––17(17)–
ABS870–(113)676(316)1,117
Hybrid and redeemable preferred
securities93(6)(22)(12)(4)49
Trading securities828(80)–(152)(15)581
Equity securities9554–19(15)153
Mortgage loans on real estate739(20)(5)(227)–487
Derivative investments212(6)–(15)2
Other assets:
Ceded MRBs (3)95(83)–––12
Indexed annuity ceded embedded
derivatives (4)528(215)–212–525
Liabilities
Policyholder account balances – indexed
annuity and IUL contracts embedded
derivatives (4)(6,131)1,975–(627)–(4,783)
Other liabilities – ceded MRBs (3)(17)(188)–––(205)
Total, net$2,886$1,440$(1,702)$693$(3,048)$269

(1)The changes in fair value of the interest rate swaps are offset by an adjustment toderivative 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).

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

For the Year Ended December 31, 2024
IssuancesSalesMaturitiesSettlementsCallsTotal
Investments:
Fixed maturity AFS securities:
Corporate bonds$1,350$(301)$(2)$(532)$(1)$514
State and municipal––––––
RMBS6––––6
CMBS29––––29
ABS1,495(82)–(319)(57)1,037
Hybrid and redeemable preferred
securities16–––(4)12
Trading securities6(2)–(24)–(20)
Equity securities1(1)––––
Mortgage loans on real estate1(31)(29)(7)–(66)
Other investments16–(3)––13
Other assets – indexed annuity ceded
embedded derivatives135––(121)–14
Policyholder account balances –
RILA, fixed annuity and IUL
contracts(1,137)––824–(313)
Other liabilities – derivative liabilities4–(1)––3
Total, net$1,922$(417)$(35)$(179)$(62)$1,229
For the Year Ended December 31, 2023
IssuancesSalesMaturitiesSettlementsCallsTotal
Investments:
Fixed maturity AFS securities:
Corporate bonds$797$(149)$(34)$(409)$(11)$194
State and municipal–(30)–––(30)
RMBS5––––5
CMBS–––(4)–(4)
ABS971(2)–(230)(6)733
Hybrid and redeemable preferred
securities––––(2)(2)
Trading securities–(231)–(82)–(313)
Equity securities1(99)–––(98)
Mortgage loans on real estate5––(202)–(197)
Derivative investments19–(3)––16
Other assets – indexed annuity ceded
embedded derivatives404––5–409
Policyholder account balances –
RILA, fixed annuity and IUL
contracts(1,110)––9–(1,101)
Total, net$1,092$(511)$(37)$(913)$(19)$(388)
For the Year Ended December 31, 2022
IssuancesSalesMaturitiesSettlementsCallsTotal
Investments:
Fixed maturity AFS securities:
Corporate bonds$1,263$(100)$(82)$(235)$(50)$796
Foreign government bonds––(30)––(30)
RMBS21––––21
CMBS17––––17
ABS918––(235)(7)676
Hybrid and redeemable preferred
securities––––(12)(12)
Trading securities287(229)–(210)–(152)
Equity securities28(9)–––19
Mortgage loans on real estate15––(242)–(227)
Other assets – indexed annuity ceded
embedded derivatives124––88–212
Policyholder account balances – indexed
annuity and IUL contracts embedded
derivatives(710)––83–(627)
Total, net$1,963$(338)$(112)$(751)$(69)$693

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 Years Ended December 31,
202420232022
Investments:
Trading securities (1)$–$8$(81)
Equity securities (1)(2)(16)56
Mortgage loans on real estate (1)–(8)(20)
Derivative investments (1)(121)12
MRBs (2)2,6432,2003,183
Funds withheld reinsurance liabilities –
reinsurance-related embedded derivatives (1)555(789)–
Embedded derivatives – indexed annuity
and IUL contracts (1)1,061(20)(95)
Total, net$4,136$1,376$3,045

(1) Included inrealized 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 Years Ended December 31,
202420232022
Investments:
Fixed maturity AFS securities:
Corporate bonds$(37)$(5)$(1,562)
State and municipal bonds–3(1)
Foreign government bonds––(7)
ABS(3)3(116)
Hybrid and redeemable preferred
securities2(1)(22)
Mortgage loans on real estate24(5)
Total, net$(36)$4$(1,713)

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

For the Year Ended December 31, 2024
Transfers · Transfers
Into · Out of
Level 3Level 3Total
Investments:
Fixed maturity AFS securities:
Corporate bonds$22$(153)$(131)
State and municipal bonds–(5)(5)
RMBS–(5)(5)
CMBS–(28)(28)
ABS50(497)(447)
Hybrid and redeemable preferred securities10–10
Equity securities–(4)(4)
Other investments10–10
Other liabilities – derivative liabilities–(51)(51)
Total, net$92$(743)$(651)
For the Year Ended December 31, 2023
Transfers · Transfers
Into · Out of
Level 3Level 3Total
Investments:
Fixed maturity AFS securities:
Corporate bonds$195$(206)$(11)
RMBS12(5)7
CMBS12–12
ABS2(377)(375)
Hybrid and redeemable preferred securities16(13)3
Trading securities6(7)(1)
Equity securities6–6
Derivative investments31–31
Total, net$280$(608)$(328)
For the Year Ended December 31, 2022
Transfers · Transfers
Into · Out of
Level 3Level 3Total
Investments:
Fixed maturity AFS securities:
Corporate bonds$296$(2,968)$(2,672)
State and municipal bonds36–36
Foreign government bonds–(5)(5)
RMBS–(25)(25)
CMBS–(17)(17)
ABS16(332)(316)
Hybrid and redeemable preferred securities–(4)(4)
Trading securities4(19)(15)
Equity securities–(15)(15)
Derivative investments–(15)(15)
Total, net$352$(3,400)$(3,048)

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 years ended December 31, 2024, 2023 and 2022, transfers in and out of Level 3 were attributable primarily to the financial instruments’ observable market information no longer being available or becoming available. In 2022, transfers out of Level 3 included corporate bonds and ABS for which we changed valuation techniques. This change in valuation technique was primarily from a change to a third-party-provided pricing model that did not use significant unobservable inputs. This updated valuation technique is considered industry standard and provides us with greater visibility into the economic valuation inputs.

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, 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$187Discounted cash flowLiquidity/duration adjustment (2)0%–3.1%1.7%
ABS10Discounted cash flowLiquidity/duration adjustment (2)1.3%–1.3%1.3%
CMBS8Discounted cash flowLiquidity/duration adjustment (2)1.9%–1.9%1.9%
Hybrid and redeemable
preferred securities19Discounted cash flowLiquidity/duration adjustment (2)1.4%–1.9%1.8%
Equity securities5Discounted cash flowLiquidity/duration adjustment (2)4.5%–4.5%4.5%
MRB assets4,860
Other assets – ceded MRBs2Discounted cash flowLapse (3)1%–30%(10)
Utilization of GLB withdrawals (4)85%–100%92%
Claims utilization factor (5)60%–100%(10)
Premiums utilization factor (5)80%–115%(10)
Non-performance risk (6)0.25%–2.00%1.58%
Mortality (7)(9)(10)
Volatility (8)1%–29%14.50%
Other assets – indexed
annuity ceded embedded
derivatives1,115Discounted cash flowLapse (3)0%–9%(10)
Mortality (7)(9)(10)
Liabilities
Policyholder account
balances – indexed annuity
contracts embedded
derivatives$(12,402)Discounted cash flowLapse (3)0%–9%(10)
Mortality (7)(9)(10)
MRB liabilities(1,046)
Other liabilities – ceded
MRBs(381)Discounted cash flowLapse (3)1%–30%(10)
Utilization of GLB withdrawals (4)85%–100%92%
Claims utilization factor (5)60%–100%(10)
Premiums utilization factor (5)80%–115%(10)
Non-performance risk (6)0.25%–2.00%1.58%
Mortality (7)(9)(10)
Volatility (8)1%–29%14.50%

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:

Fair · Valuation · Significant · Assumption or · Weighted Average Input
Value · Technique · Unobservable Inputs · Input Ranges · Range (1)
Assets
Investments:
Fixed maturity AFS
securities:
Corporate bonds$186Discounted cash flowLiquidity/duration adjustment (2)(0.2)%–3.7%2.1%
State and municipal
bonds5Discounted cash flowLiquidity/duration adjustment (2)0.9%–2.2%2.1%
CMBS8Discounted cash flowLiquidity/duration adjustment (2)2.3%–2.3%2.3%
ABS12Discounted cash flowLiquidity/duration adjustment (2)1.8%–1.8%1.8%
Hybrid and redeemable
preferred securities7Discounted cash flowLiquidity/duration adjustment (2)1.4%–1.5%1.5%
Equity securities5Discounted cash flowLiquidity/duration adjustment (2)4.5%–4.5%4.5%
MRB assets3,894
Other assets – ceded MRBs2Discounted cash flowLapse (3)1%–30%(10)
Utilization of GLB withdrawals (4)85%–100%94%
Claims utilization factor (5)60%–100%(10)
Premiums utilization factor (5)80%–115%(10)
Non-performance risk (6)0.51%–2.13%1.78%
Mortality (7)(9)(10)
Volatility (8)1%–29%13.92%
Other assets – indexed
annuity ceded embedded
derivatives940Discounted cash flowLapse (3)0%–9%(10)
Mortality (7)(9)(10)
Liabilities
Policyholder account
balances – indexed annuity
contracts embedded
derivatives$(9,013)Discounted cash flowLapse (3)0%–9%(10)
Mortality (7)(9)(10)
MRB liabilities(1,716)
Other liabilities – ceded
MRBs(239)Discounted cash flowLapse (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.

(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 Sheets. 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 Sheets.

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 GDB riders only, in which case an increase in mortality inputs would have resulted in an increase in the fair value measurement.

For each category discussed above, the unobservable inputs are not inter-related; therefore, a directional change in one input would not have affected the other inputs.

As part of our ongoing valuation process, we assess the reasonableness of our valuation techniques or models and make adjustments as necessary. For more information, see Note 1.

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.

As of December 31,
20242023
Fair value$232$288
Aggregate contractual principal263326

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

Financial Instruments Not Carried at Fair Value

The following summarizes the fair value by the fair value hierarchy levels and the carrying amount of our financial instruments not carried at fair value (in millions):

As of December 31, 2024
Quoted
Prices
in Active
Markets for · Significant · Significant
Identical · Observable · Unobservable · Total
AssetsInputsInputsFairCarrying
(Level 1)(Level 2)(Level 3)ValueAmount
Assets
Investments:
Mortgage loans on real estate$–$19,647$–$19,647$21,083
Other investments–1,1195,4696,5886,588
Policy loans–2,476–2,4762,476
Cash and invested cash–5,801–5,8015,801
Liabilities
Policyholder account balances and other liabilities$–$–$(30,505)$(30,505)$(40,394)
Short-term debt–(299)–(299)(300)
Long-term debt–(5,304)–(5,304)(5,856)
Funds withheld reinsurance-related liabilities – excluding
embedded derivatives––(16,877)(16,877)(16,877)
As of December 31, 2023
Quoted
Prices
in Active
Markets for · Significant · Significant
Identical · Observable · Unobservable · Total
AssetsInputsInputsFairCarrying
(Level 1)(Level 2)(Level 3)ValueAmount
Assets
Investments:
Mortgage loans on real estate$–$17,047$–$17,047$18,963
Other investments–6674,3485,0155,015
Policy loans–2,476–2,4762,476
Cash and invested cash–3,365–3,3653,365
Liabilities
Policyholder account balances and other liabilities$–$–$(31,611)$(31,611)$(40,027)
Short-term debt–(249)–(249)(250)
Long-term debt–(5,182)–(5,182)(5,699)
Funds withheld reinsurance-related liabilities – excluding
embedded derivatives––(17,089)(17,089)(17,089)

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 above are not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of our financial instruments.

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.

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.

Policy Loans

The carrying value for policy loans are the unpaid principal balances. Policy loans are fully collateralized by the cash surrender value of underlying insurance policies. As a result, the carrying value of the policy loans approximates the fair value.

Policyholder Account Balances and Other Liabilities

Policyholder account balances and other liabilities include account balances of certain investment contracts that exclude significant mortality or morbidity risk. The fair value of the account balances of certain investment contracts is based on a discounted cash flow model 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.

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.

Funds Withheld Reinsurance Liabilities

Funds withheld reinsurance liabilities includes our obligation to pay reinsurers under coinsurance with funds withheld and modified coinsurance arrangements where the Company is the cedant. This liability includes embedded derivatives, which are total return swaps with contractual returns that are attributable to the Company’s reinsurance agreements. The embedded derivatives are carried at fair value and thus excluded from the preceding table. The inputs used to measure the remaining balance are classified as Level 3 within the fair value hierarchy.

  1. Retirement and Deferred Compensation Plans

Defined Benefit Pension and Other Postretirement Benefit Plans

We maintain U.S. defined benefit pension plans in which certain U.S. employees and agents are participants, and a U.K. plan we retained after the sale of the Lincoln UK business. Our defined benefit pension plans are closed to new entrants and existing participants do not accrue any additional benefits. We also sponsor other postretirement benefit plans that provide health care and life insurance to certain retired employees and agents. These retirement plans are not material to the Company’s results of operations, financial condition or cash flows for the three years ended December 31, 2024.

Defined Contribution Plans

We sponsor tax-qualified defined contribution plans for eligible employees and agents. We administer these plans in accordance with the plan documents and various limitations under section 401(a) of the Internal Revenue Code of 1986. For the years ended December 31, 2024, 2023 and 2022, expenses for these plans were $111 million, $116 million and $102 million, respectively.

Deferred Compensation Plans

We sponsor non-qualified, unfunded, deferred compensation plans for certain current and former employees, agents and non-employee directors. The results of certain notional investment options within some of the plans are hedged by total return swaps. Our expenses increase or decrease in direct proportion to the change in market value of the participants’ investment options. Participants of certain plans are able to select our stock as a notional investment option; however, it is not hedged by the total return swaps and is a primary source of expense volatility related to these plans. For the years ended December 31, 2024, 2023 and 2022, expenses for these plans were$48 million, $24 million and $(4) million, respectively. For further discussion of total return swaps related to our deferred compensation plans, see Note 5.

Information (in millions) with respect to these plans was as follows:

As of December 31,
20242023
Total liabilities (1)$809$736
Investments dedicated to fund liabilities (2)258233

(1)Reported in other liabilities on the Consolidated Balance Sheets.

(2)Reported in other assets on the Consolidated Balance Sheets.

  1. Stock-Based Incentive Compensation Plans

We sponsor stock-based incentive compensation plans for our employees and directors and for the employees and agents of our subsidiaries that provide for the issuance of stock options, performance shares and restricted stock units (“RSUs”), among other types of awards. We issue new shares to satisfy option exercises and vested performance shares and RSUs.

Total compensation expense (in millions) by award type for our stock-based incentive compensation plans was as follows:

For the Years Ended December 31,
202420232022
Stock options$5$8$6
Performance shares81210
RSUs514135
Total$64$61$51
Recognized tax benefit$11$9$11

Total unrecognized compensation expense (in millions) and expected weighted-average period (in years) by award type for our stock-based incentive compensation plans was as follows:

For the Years Ended December 31,
202420232022
ExpenseWeighted-Average PeriodExpenseWeighted-Average PeriodExpenseWeighted-Average Period
Stock options$30.8$90.8$110.8
Performance shares201.5211.3191.2
RSUs401.4541.6551.4
Total unrecognized stock-based
incentive compensation expense$63$84$85

Stock Options

The option price assumptions used for our stock option awards were as follows:

For the Years Ended December 31,
202420232022
Weighted-average fair value per option granted$9.53$11.64$18.13
Weighted-average assumptions:
Dividend yield4.4%4.1%3.2%
Expected volatility54.5%48.1%44.4%
Risk-free interest rate (1)4.3%3.8-4.1%1.9-3.8%
Expected life (in years)4.15.85.8

(1)Risk-free interest rate expressed as a range, as applicable.

The fair value of options is determined using a Black-Scholes options valuation model with the assumptions disclosed in the table above. The dividend yield is based on the expected dividend rate during the expected life of the option. Expected volatility is based on the implied volatility of exchange-traded securities and the historical volatility of the LNC stock price. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life of the options granted represents the weighted-average period of time from the grant date to the date of exercise, expiration or cancellation based upon historical behavior.

Generally, stock options have a maximum contractual term often years and vest ratably over athree-year period based solely on a service condition. Information with respect to our incentive plans involving stock options with service conditions (aggregate intrinsic value shown in millions) was as follows:

Shares · Weighted-Average Exercise Price · Weighted-Average Remaining Contractual Term · Aggregate Intrinsic Value
Outstanding as of December 31, 20233,876,978$54.30
Granted––
Exercised(16,164)21.13
Forfeited or expired(446,360)50.85
Outstanding as of December 31, 20243,414,454$54.904.9$–
Vested or expected to vest as of December 31, 2024 (1)3,323,463$55.224.9$–
Exercisable as of December 31, 20242,793,542$58.504.3$–

(1)Includes estimated forfeitures.

The total fair value of stock options with service conditions that vested during the years ended December 31, 2024, 2023 and 2022, was $6 million, $6 million and $8 million, respectively. The total intrinsic value of such options exercised during the years ended December 31, 2024, 2023 and 2022, was less than $1 million, less than $1 million and $1 million, respectively.

We award to certain agents stock options that have a maximum contractual term offive years and generally vest ratably over atwo-year period depending on the satisfaction of the performance conditions. Information with respect to our incentive plans involving stock options with performance conditions (aggregate intrinsic value shown in millions) was as follows:

SharesWeighted-Average Exercise PriceWeighted-Average Remaining Contractual TermAggregate Intrinsic Value
Outstanding as of December 31, 2023112,537$45.73
Granted10,96927.34
Exercised(5,219)24.47
Forfeited or expired(25,832)58.72
Outstanding as of December 31, 202492,455$41.122.0$–
Vested or expected to vest as of December 31, 2024 (1)90,283$41.482.0$–
Exercisable as of December 31, 202485,216$42.381.9$–

(1)Includes estimated forfeitures.

The total fair value of stock options with performance conditions that vested during the years ended December 31, 2024, 2023 and 2022, was less than $1 million, less than $1 million and $1 million, respectively. The total intrinsic value of such options exercised during the years ended December 31, 2024, 2023 and 2022, was less than $1 million.

Performance Shares

LNC performance shares vest, if at all, after the conclusion of thethree-year performance period and certification of performance results by the Compensation Committee, and, generally, on the third anniversary of the grant date. Depending on the achievement level of performance measures pre-determined by the Compensation Committee for thethree-year performance period, payouts could range from 0% to 200% of the target award for performance shares granted prior to 2021,0% to 240% of the target award for performance shares granted in 2021, and 0% to 232% of the target award for performance shares granted in 2022, 2023 and 2024. Dividend equivalents accrue with respect to unvested performance shares when and as cash dividends are paid on the Company’s common stock and vest if and to the extent that the underlying performance shares vest. Performance share information in the table below includes dividend equivalents credited on unvested performance share awards at target. Information with respect to our performance shares was as follows:

SharesWeighted-Average Grant Date Fair Value
Outstanding as of December 31, 2023 (1)1,192,408$50.06
Granted834,63232.25
Vested––
Forfeited(184,834)37.47
Performance adjustment (2)(248,174)59.40
Outstanding as of December 31, 2024 (1)1,594,032$40.74

(1)Represents target award amounts.

(2)Represents the difference between the target shares granted and the actual shares vested based upon the achievement level of performance measures.

RSUs

LNC RSUs generally cliff vest on the third anniversary of the grant date, based solely on a service condition. Dividend equivalents accrue with respect to unvested RSUs when and as cash dividends are paid on the Company’s common stock and vest if and when the underlying RSUs vest. RSU information in the table below includes dividend equivalents credited on unvested RSU awards. Information with respect to our RSUs was as follows:

SharesWeighted-Average Grant Date Fair Value
Outstanding as of December 31, 20232,919,318$44.00
Granted2,146,35628.08
Vested(870,900)49.43
Forfeited(418,541)39.17
Outstanding as of December 31, 20243,776,233$34.24
  1. Contingencies and Commitments

Contingencies

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 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 December 31, 2024.

For some matters, the Company is able to estimate a reasonably possible range of loss. For such matters in which a loss is probable, an accrual has been made. For such matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. Accordingly, the estimate contained in this paragraph reflects two types of matters. For some matters included within this estimate, an accrual has been made, but there is a reasonable possibility that an exposure exists in excess of the amount accrued. In these cases, the estimate reflects the reasonably possible range of loss in excess of the accrued amount. For other matters included within this estimation, no accrual has been made because a loss, while potentially estimable, is believed to be reasonably possible but not probable. In these cases, the estimate reflects the reasonably possible loss or range of loss. As of December 31, 2024, we estimate the aggregate range of reasonably possible losses, including amounts in excess of amounts accrued for these matters as of such date, to be up to approximately $150 million, after-tax. Any estimate is not an indication of expected loss, if any, or of the Company’s maximum possible loss exposure on such matters.

For other matters, we are not currently able to estimate the reasonably possible loss or range of loss. We are often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts and the progress of settlement negotiations. On a quarterly and annual basis, we review relevant information with respect to litigation contingencies and update our accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews.

Among other matters, we are presently engaged in litigation, including relating to cost of insurance rates (“Cost of Insurance and Other Litigation”), as described below. No accrual has been made for some of these matters. Although a loss is believed to be reasonably possible for these matters, for some of these matters, we are not able to estimate a reasonably possible amount or range of potential 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 v. First Penn-Pacific Life Insurance Company, TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Companyand 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. On December 16, 2024, the court heard oral argument on the issue of whether to grant final 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 December 31, 2024, the total provisional settlement amount of $147.5 million, pre-tax, remains accrued.

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 Companyand 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. On December 16, 2024, the court heard oral argument on the issue of whether to grant final 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. On December 16, 2024, the court heard oral argument on the issue of whether to grant final 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 Companyand 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. On December 16, 2024, the court heard oral argument on the issue of whether to grant final 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.

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; Conestoga Trust, et al, v. Lincoln National Corp., et al., No. 18-cv-02379-GJP (E.D. Pa.), filed on June 6, 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) are consolidated civil actions pending in the Eastern District of Pennsylvania. 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. (discussed further below) 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 Trusteesand LSH Co., in 2016 and 2017). We are vigorously defending these consolidated matters. LSH CO, et al. v. Lincoln National Corp., et al., No. 18-cv-05529-GJP (E.D. Pa.), filed on December 21, 2018, was previously consolidated with the above civil actions. On February 8, 2025, we entered into an agreement with the plaintiffs in LSH Co. in full and final settlement of this matter and this matter is now concluded.

Wells Fargo Bank, N.A, solely in its capacity as securities intermediary v. The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, No. 25-cv-00152-GJP (E.D. Pa.), is a civil action initially filed on December 4, 2024, in the U.S. District Court for the Northern District of Indiana. On January 9, 2025, this case was transferred to the Eastern District of Pennsylvania. Plaintiff, purporting to act solely in its capacity as securities intermediary for the beneficial owner of universal life insurance policies originally issued by Jefferson-Pilot (now LNL), alleges, among other things, that LNL breached the terms of Plaintiff’s contracts when it increased non-guaranteed cost of insurance rates beginning in 2016 and 2017. We are vigorously defending this matter.

Other Litigation

Andrew Nitkewicz v. Lincoln Life & Annuity Company of New York, pending in the U.S. District Court for the Southern District of New York, No. 1:20-cv-06805, is a putative class action that was filed on August 24, 2020. Plaintiff Andrew Nitkewicz, as trustee of the Joan C. Lupe Trust, seeks to represent all current and former owners of universal life (including variable universal life) policies who own or owned policies issued by LLANY and its predecessors in interest that were in force at any time on or after June 27, 2013, and for which planned annual, semi-annual, or quarterly premiums were paid for any period beyond the end of the policy month of the insured’s death. Plaintiff alleges LLANY failed to refund unearned premium in violation of New York Insurance Law Section 3203(a)(2) in connection with the payment of death benefit claims for certain insurance policies. Plaintiff seeks compensatory damages and pre-judgment interest on behalf of the various classes and sub-class. On July 2, 2021, the court granted, with prejudice, LLANY’s November 2020 motion to dismiss this matter. Plaintiff filed a notice of appeal on July 28, 2021, and on September 26, 2022, the U.S. Court of Appeals for the Second Circuit reserved its decision and certified a question to the New York Court of Appeals. On October 20, 2022, the New York Court of Appeals accepted the question. On October 19, 2023, the New York Court of Appeals answered the question in LLANY’s favor and transmitted the decision to the U.S. Court of Appeals for the Second Circuit. Plaintiff sought, and was granted, supplemental briefing before the U.S. Court of Appeals for the Second Circuit with respect to certain aspects of the New York Court of Appeals’ decision. The supplemental briefing was completed January 23, 2024. On August 8, 2024, the U.S. Court of Appeals for the Second Circuit affirmed the District Court’s decision dismissing the case. Plaintiff’s November 6, 2024, deadline by which to file a petition for a writ of certiorari to the Supreme Court has passed. As a result, with the affirmation of the decision dismissing the case, this matter is now concluded.

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 Corporation common stock between December 8, 2021, and November 2, 2022, inclusive (the “Class Period”). On December 23, 2024, plaintiff filed an amended complaint. Plaintiff alleges claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and under SEC Rule 10b-5. Plaintiff alleges that, throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts that plaintiff alleges Defendants knew, or recklessly disregarded, at the time the statements were made, about the Company’s business, operations and prospects with respect to its Guaranteed Universal Life policies and their lapse rates. The action seeks unspecified compensatory damages and reasonable costs and expenses incurred in this action, including counsel fees and expert fees, together with equitable/injunctive relief or such other relief as the court may deem just and proper. We are vigorously defending this matter.

In Re. Lincoln National Corporation Stockholder Derivative Litigation (No.: 2:24-cv-02713) is the matter name for the following two civil actions that were consolidated for all purposes on September 26, 2024, by the U.S. District Court for the Eastern District of Pennsylvania: 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 (E.D. Pa.), filed on June 20, 2024; and 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 (E.D. Pa.), filed on July 23, 2024. By the same September 26, 2024, order, the court directed, among things, that all proceedings and deadlines in this consolidated case 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. Plaintiffs bring this complaint for, inter alia, alleged breaches of fiduciary duties between November 4, 2020, at latest, through the date of filing and allege 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. Plaintiffs allege that the Company thereby suffered loss, injury and damage. Among other relief, plaintiffs seek, in favor of the Company, damages sustained by the Company, punitive damages and attorney’s fees, an accounting for all damages to the Company and an unspecified order directing the Company to improve existing corporate governance and internal procedures. The Individual Defendants are vigorously defending these consolidated matters.

Anthony Morgan, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Deirdre P. Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag (“Individual Defendants”)and Lincoln National Corporation (“Nominal Defendant”), No. CV-2024-011319, pending in the Court of Common Pleas of Delaware County, Pennsylvania, is a complaint that was filed on December 31, 2024. Plaintiff Anthony Morgan 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 for allegedly failing to comply with federal securities laws, by the issuance of allegedly materially false and misleading statements in the Company’s SEC filings and other public statements. Plaintiff Morgan alleges claims against the Individual Defendants for breach of fiduciary duties and for unjust enrichment. Plaintiff Morgan alleges, inter alia, 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 Morgan alleges that the Company thereby suffered loss, injury and damage. Among other relief, the action seeks specifically, in favor of the Company: damages sustained by the Company; a direction by the court for the Company to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with all applicable laws and to protect the Company and its shareholders; restitution from the Individual Defendants, and each of them, and an order for the disgorgement of all profits, benefits and other compensation obtained by the Individual Defendants; the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs and expenses; and such other and further relief as the Court deems just and proper. The Individual Defendants are vigorously defending this matter.

Harry Rosenthal, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Deirdre P Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag (“Individual Defendants”)and Lincoln National Corporation (“Nominal Defendant”), No. CV-2025-00146, pending in the Court of Common Pleas of Delaware County, Pennsylvania, is a complaint that was filed on January 3, 2025. Plaintiff Harry Rosenthal 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 for allegedly failing to comply with federal securities laws, by the issuance of allegedly materially false and misleading statements in the Company’s SEC filings and other public statements. Plaintiff Rosenthal alleges claims against the Individual Defendants for breach of fiduciary duties and for unjust enrichment. Plaintiff Rosenthal alleges, inter alia, 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 Rosenthal alleges that the Company thereby suffered loss, injury and damage. Among other relief, the action seeks specifically, in favor of the Company: damages sustained by the Company; a direction by the court for the Company to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with all applicable laws and to protect the Company and its shareholders; restitution from the Individual Defendants, and each of them, and an order for the disgorgement of all profits, benefits and other compensation obtained by the Individual Defendants; the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs and expenses; and such other and further relief as the Court deems just and proper. 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 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 was held in the fourth quarter of 2024. The court’s ruling remains pending. We are vigorously defending this matter.

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.

State Guaranty Fund Assessments

State guaranty associations levy assessments on insurance companies doing business within their jurisdictions to cover policyholder losses from insolvent or impaired insurance companies. Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states. We accrue the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life & Health Insurance Guaranty Associations and the amount of premiums written in each state. We reported the undiscounted expected state guaranty fund assessment liability within other liabilities on the Consolidated Balance Sheets of $63 million and $32 million as of December 31, 2024 and 2023, respectively. The actual amount of assessments levied against us in connection with insurance company insolvencies may vary from this estimate. Future guaranty fund assessments are expected to be paid based on anticipated funding periods for each guaranty association obligation. In addition, we reported the related receivable for expected future state premium tax recoveries within other assets on the Consolidated Balance Sheets of $99 million and $32 million as of December 31, 2024 and 2023, respectively. Premium tax recoveries are expected to be realized based on regulations set forth by the various state taxing authorities. The balance sheet position as of December 31, 2024 and 2023, nets to recoveries of $36 million and assessments of less than $1 million, respectively.

Commitments

Operating Leases

As of December 31, 2024 and 2023, we had operating lease ROU assets of $85 million and $118 million, respectively, and associated lease liabilities of $89 million and $129 million, respectively. The weighted-average discount rate was 4.0% and 4.4%, respectively, and the weighted-average remaining lease term wasfour years as of December 31, 2024 and 2023. Operating lease expense for the years ended December 31, 2024, 2023 and 2022, was $36 million, $42 million and $45 million, respectively, and reported in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss).

The table below presents cash flow information (in millions) related to operating leases:

For the Years Ended December 31,
202420232022
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease
liabilities$32$42$47
Supplemental Non-Cash Information
ROU assets obtained in exchange for new lease obligations$4$–$23

Our future minimum lease payments (in millions) for operating leases as of December 31, 2024, were as follows:

2025$29
202627
202723
202819
20298
Thereafter2
Total future minimum lease payments108
Less: Amount representing interest19
Present value of minimum lease payments$89

As of December 31, 2024, we had one lease that had not yet commenced.

Certain Financing Arrangements

We periodically enter into sale-leaseback arrangements that do not meet the criteria of a sale for accounting purposes. As such, we account for these transactions as financing arrangements. As of December 31, 2024 and 2023, we had $511 million and $595 million, respectively, of financing obligations reported within other liabilities on the Consolidated Balance Sheets. Future payments due on certain financing arrangements (in millions) as of December 31, 2024, were as follows:

2025$174
2026226
2027130
202821
202912
Thereafter8
Total future minimum lease payments571
Less: Amount representing interest60
Present value of minimum lease payments$511

Vulnerability from Concentrations

As of December 31, 2024, we did not have a concentration of: business transactions with a particular customer or lender; sources of supply of labor or services used in the business; or a market or geographic area in which business is conducted that makes us vulnerable to an event that is at least reasonably possible to occur in the near term and which could cause a severe impact to our financial condition. For information on our investment and reinsurance concentrations, see Notes 3 and 7, respectively.

  1. Shares and Stockholders’ Equity

Preferred Shares

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

As of December 31,
20242023
Shares AuthorizedShares IssuedShares OutstandingShares AuthorizedShares IssuedShares Outstanding
9.250% Fixed Rate Reset Non-Cumulative
Preferred Stock, Series C20,00020,00020,00020,00020,00020,000
9.000% Non-Cumulative Preferred Stock,
Series D20,00020,00020,00020,00020,00020,000
Not designated9,960,000––9,960,000––
Total preferred shares10,000,00040,00040,00010,000,00040,00040,000

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

For the Years Ended December 31,
20242023
SeriesDividend Per ShareAggregate DividendDividend Per ShareAggregate Dividend
Series C$2,312.50$46$1,792.1936
Series D2,250.00452,306.2546
Total$4,562.50$91$4,098.4482

In November 2022, we issued 500,000 depositary shares (“Series C Depositary Shares”), each representing a 1/25th interest in a share of our 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C liquidation preference $25,000 per share (the “Series C Preferred Stock”) and in the aggregate representing 20,000 shares of Series C Preferred Stock, for aggregate net cash proceeds of $493 million. Dividends, if declared, will be payable commencing on March 1, 2023, and will accrue and be payable on the first day of March and

September each year, in arrears, at an annual rate of 9.250% on the liquidation preference of $25,000 per share. From, and including March 1, 2028 (the first “reset date”), the annual rate will reset every five years at a rate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 5.318%. We may, at our option, redeem our Series C Preferred Stock in whole but not in part within 90 days after certain rating agency events, or a regulatory capital event, or in whole or in part, from time to time, during thethree-month period prior to each reset date.

We may, at our option, redeem the Series C Preferred Stock, (a) in whole but not in part within 90 days after the occurrence of a rating agency event at a redemption price equal to 102% of the stated amount of a share of Series C Preferred Stock (initially, $25,500 per share of Series C Preferred Stock, equivalent to $1,020 per Depositary Share), plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date; and (b)(i)in whole but not in part within 90 days after the occurrence of a regulatory capital event, or (ii) in whole or in part, from time to time, during thethree-month period prior to March 1, 2028, and during thethree-month period prior to each reset date thereafter in each case, at a redemption price equal to the stated amount of a share of Series C Preferred Stock (initially, $25,000 per share of Series C Preferred Stock, equivalent to $1,000 per Depositary Share), plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date.

In November 2022, we issued 20,000,000 depositary shares (“Series D Depositary Shares”), each representing a 1/1000 th interest in a share of our 9.000% Series D, Non-Cumulative Preferred Stock, liquidation preference $25,000 per share (the “Series D Preferred Stock”) and in the aggregate representing 20,000 shares of Series D Preferred Stock, for aggregate net cash proceeds of $493 million. Dividends, if declared, will be payable commencing on March 1, 2023, and will accrue and be payable quarterly on the first day of March, June, September, and December each year, in arrears, at an annual rate of 9.000%. We may, at our option, redeem our Series D Preferred Stock in whole but not in part within 90 days after certain rating agency events, or a regulatory capital event, or in whole or in part, at any time or from time to time, on or after December 1, 2027.

We may, at our option, redeem the Series D Preferred Stock, (a) in whole but not in part, at any time prior to December 1, 2027, within 90 days after the occurrence of a rating agency event at a redemption price equal to 102% of the stated amount of a share of Series D Preferred Stock (initially, $25,500 per share of Series D Preferred Stock, equivalent to $25.50 per Depositary Share), plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date, and (b)(i) in whole but not in part, at any time prior to December 1, 2027, within 90 days after the occurrence of a regulatory capital event; or (ii) in whole or in part, at any time or from time to time on or after December 1, 2027, in each case, at a redemption price equal to the stated amount of a share of Series D Preferred Stock (initially, $25,000 per share of Series D Preferred Stock, equivalent to $25.00 per Depositary Share), plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date.

The Series C Preferred Stock and the Series D Preferred Stock (together, the “Preferred Stock”) rank equally with each other for liquidation preference. The Preferred Stock is senior to our common stock with respect to the payment of dividends, if declared, and distributions of assets upon any liquidation, dissolution or winding-up of the Company. The ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Preferred Stock is subject to certain restrictions in the event that we do not declare and pay (or set aside) dividends on the Preferred Stock for the last preceding dividend period.

Except as otherwise provided by law, every holder of Preferred Stock will have the right at every shareholders’ meeting to one vote for each share of Preferred Stock held in their name as of the record date for such meeting. In addition, at any time when six or more quarterly dividends, whether or not consecutive, on one or more series of the Preferred Stock is in default, the holders of all preferred stock at the time or times outstanding as to which such default shall exist shall have certain voting rights with respect to the election of additional directors to the Company’s Board of Directors, as provided in the Certificate of Designations for each series of Preferred Stock.

Each share of Preferred Stock is perpetual and has no maturity date. The Preferred Stock is not convertible into, or exchangeable for, any other class or series of stock or other securities of the Company or its subsidiaries and is not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund, or other similar provisions.

Our Series C and D Preferred Stock are without par value.

Common Shares

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

For the Years Ended December 31,
202420232022
Common Stock
Balance as of beginning-of-year169,666,137169,220,511177,193,515
Stock compensation/issued for benefit plans714,509445,626692,491
Retirement/cancellation of shares––(8,665,495)
Balance as of end-of-year170,380,646169,666,137169,220,511

Our common stock is without par value.

EPS

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

For the Years Ended December 31,
202420232022
Net income (loss) available to common stockholders – basic$3,184$(834)$1,358
Deferred units of LNC stock in our
deferred compensation plans (1)3(1)(13)
Net income (loss) available to common
stockholders – diluted$3,187$(835)$1,345
Weighted-average shares, as used in basic calculation170,597,104169,562,903171,034,695
Incremental common shares from assumed exercise or
issuance of stock-based incentive compensation awards1,789,530570,9431,152,890
Average deferred compensation shares (1)693,791604,809512,570
Weighted-average shares, as used in diluted calculation (2)173,080,425170,738,655172,700,155
Net income (loss) per share:
Basic$18.66$(4.92)$7.93
Diluted18.41(4.92)7.78

(1)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.

(2) Due to reporting a net loss for the year ended December 31, 2023, basic shares were used in the diluted EPS calculation for this year 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.

AOCI

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

For the Years Ended December 31,
202420232022
Unrealized Gain (Loss) on Fixed Maturity AFS Securities and Certain
Other Investments
Balance as of beginning-of-year$(5,188)$(8,916)$9,616
Unrealized holding gains (losses) arising during the year(1,787)2,413(25,552)
Change in foreign currency exchange rate adjustment(220)179(322)
Change in future contract benefits and policyholder account balances, net of reinsurance4771,3062,291
Income tax benefit (expense)317(849)5,039
Less:
Reclassification adjustment for gains (losses) included in net income (loss)(205)(860)(15)
Income tax benefit (expense)431813
Balance as of end-of-year$(6,239)$(5,188)$(8,916)
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year$375$388$(85)
Unrealized holding gains (losses) arising during the year201243378
Change in foreign currency exchange rate adjustment220(169)312
Income tax benefit (expense)(88)(15)(144)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)899192
Income tax benefit (expense)(19)(19)(19)
Balance as of end-of-year$638$375$388
Market Risk Benefit Non-Performance Risk Gain (Loss)
Balance as of beginning-of-year$1,070$1,741$1,951
Adjustment arising during the year(1,175)(854)(266)
Income tax benefit (expense)25118356
Balance as of end-of-year$146$1,070$1,741
Policyholder Liability Discount Rate Remeasurement Gain (Loss)
Balance as of beginning-of-year$587$747$(1,265)
Adjustment arising during the year198(206)2,559
Income tax benefit (expense)(41)46(547)
Balance as of end-of-year$744$587$747
Foreign Currency Translation Adjustment
Balance as of beginning-of-year$(26)$(34)$(14)
Foreign currency translation adjustment arising during the year(3)8(20)
Balance as of end-of-year$(29)$(26)$(34)
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year$(294)$(278)$(219)
Adjustment arising during the year(5)(13)(74)
Income tax benefit (expense)3(3)15
Balance as of end-of-year$(296)$(294)$(278)

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 Years Ended December 31,
2024 · 2023 · 2022
Unrealized Gain (Loss) on Fixed Maturity AFS
Securities and Certain Other Investments
Reclassification$(244)$(869)$(15)Realized gain (loss)
Associated change in future contract benefits399–Benefits
Reclassification before income
tax benefit (expense)(205)(860)(15)Income (loss) before taxes
Income tax benefit (expense)431813Federal income tax expense (benefit)
Reclassification, net of income tax$(162)$(679)$(12)Net income (loss)
Unrealized Gain (Loss) on Derivative
Instruments
Interest rate contracts$(3)$(1)$2Net investment income
Interest rate contracts2531(11)Interest and debt expense
Foreign currency contracts595462Net investment income
Foreign currency contracts8739Realized gain (loss)
Reclassifications before income
tax benefit (expense)899192Income (loss) before taxes
Income tax benefit (expense)(19)(19)(19)Federal income tax expense (benefit)
Reclassifications, net of income tax$70$72$73Net income (loss)
  1. Segment Information

We provide products and services and report results through our Annuities, Life Insurance, Group Protection and Retirement Plan Services business segments. We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments. The accounting policies of the business segments and Other Operations are the same as those described in Note 1. Our business segments and Other Operations reflect the manner by which our CODM views and manages the business. Our CODM is the Chief Executive Officer. The following is a brief description of these segments and Other Operations.

The Annuities segment provides tax-deferred investment growth and lifetime income opportunities for its clients by offering variable annuities (including RILA) and fixed annuities (including indexed).

The Life Insurance segment focuses on the creation and protection of wealth for its clients by providing life insurance products, including term insurance, both single (including UL, corporate-owned UL and bank-owned UL) and survivorship versions of IUL and VUL products, linked-benefit products (which are UL and VUL with riders providing for long-term care costs), and critical illness and long-term care riders, which can be attached to IUL or VUL policies. We have in-force blocks of UL and VUL products with lifetime secondary guarantees, but we no longer offer new sales of UL and VUL products with lifetime guarantees.

The Group Protection segment offers group non-medical insurance products and services, including short- and long-term disability, statutory disability and paid family medical leave administration and absence management services, term life, dental, vision and accident, critical illness and hospital indemnity benefits and services to the employer marketplace through various forms of employee-paid and employer-paid plans.

The Retirement Plan Services segment provides employer-sponsored defined benefit and individual retirement accounts, as well as individual and group variable annuities, group fixed annuities and mutual-fund based programs in the retirement plan marketplace.

Other Operations includes the financial results for operations that are not directly related to our business segments and primarily consists of: investments related to the excess capital in our insurance subsidiaries; corporate investments; interest expense associated with debt; expenses associated with corporate strategic initiatives; expenses associated with benefit plans; the results of certain disability income business; and our run-off Institutional Pension business in the form of group annuity contracts.

Income (loss) from operations is the internal measure used by our CODM that explains the results of our ongoing operations in a manner that allows for a better understanding of the underlying trends by excluding items that are unpredictable and not necessarily indicative of current operating fundamentals or future performance, and, in many instances, decisions regarding these adjustments do not necessarily relate to the operations of the individual business segments. Income (loss) from operations is used by our CODM to evaluate financial performance, to assess the budgeting and forecasting process and to determine future resource allocation. In the third quarter of 2024, we revised our definition of income (loss) from operations to exclude the impact of certain additional items that are not indicative of the ongoing operations of the business and may obscure trends in the underlying performance of the Company. The presentation of prior period income (loss) from operations was recast for such third quarter 2024 revisions 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)”);

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 and regulatory 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.

We use our prevailing corporate federal income tax rate of 21% and an estimated state income tax rate, 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.

We do not report total assets by segment because this is not a metric used by the CODM to allocate resources or evaluate segment performance.

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

For the Year Ended December 31, 2024
Annuities · Life Insurance · Group Protection · Retirement Plan Services · Other Operations · Total
Operating Revenues (1)$4,896$6,248$5,717$1,321$160$18,342
Operating Expenses (2)
Benefits and policyholder liability
remeasurement (gain) loss1453,8933,692–127,742
Interest credited1,5361,1946675323,443
Commissions1,115461462103–2,141
General and administrative expenses4955638703402562,524
Interest and debt expense––––336336
Other (3)21724214917(10)615
Total operating expenses3,5086,3535,1791,13562616,801
Total federal income tax expense (benefit)228(42)11323(96)226
Total income (loss) from operations1,160(63)425163(370)1,315
Reconciliation of total income (loss) from
operations to net income (loss):
Net annuity product features, pre-tax2,508
Net life insurance product features, pre-tax(207)
Credit loss-related adjustments, pre-tax(152)
Investment gains (losses), pre-tax(483)
Changes in the fair value of
reinsurance-related embedded
derivatives, trading securities and
certain mortgage loans, pre-tax (4)535
Gains (losses) on other non-financial assets –
sale of subsidiaries/businesses, pre-tax (5)582
Other items, pre-tax (6) (7) (8) (9)(270)
Income tax benefit (expense) related to
the above pre-tax items(553)
Total net income (loss)$3,275

(3)Other operating expenses include: Annuities: DAC and VOBA capitalization and amortization; broker-dealer expenses before the sale of our wealth management business in the second quarter of 2024; taxes, licenses and fees; expenses associated with reserve financing and LOCs and amortization of deferred loss on business sold through reinsurance. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs; amortization of deferred loss on business sold through reinsurance and other intangible amortization. Group Protection: Taxes, licenses and fees; DAC capitalization and amortization; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: DAC capitalization and amortization; taxes, licenses and fees and expenses associated with LOCs. Other Operations: Reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.

(4)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.

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

(6)Includes certain legal accruals of $(129) million, primarily attributable to a first quarter 2024 accrual related to the settlement of cost of insurance litigation, and regulatory accruals of $(12) million related to estimated state guaranty fund assessments net of estimated state premium tax recoveries associated with the Bankers Life Insurance Company and Colorado Bankers Life Insurance Company insolvencies (see “State Guaranty Fund Assessments” in Note 17 for more information).

(7)Includes severance expense related to initiatives to realign the workforce of $(74) million.

(8)Includes transaction and integration costs related to mergers, acquisitions and divestitures of $(40) million.

(9)Includes deferred compensation mark-to-market adjustment of $(15) million.

For the Year Ended December 31, 2023
Annuities · Life Insurance · Group Protection · Retirement Plan Services · Other Operations · Total
Operating Revenues (1)$3,002$6,907$5,563$1,310$(755)$16,027
Operating Expenses (2)
Benefits and policyholder liability
remeasurement (gain) loss (3)(1,504)4,5833,732–(866)5,945
Interest credited1,2521,2905665363,248
Commissions97157144687–2,075
General and administrative expenses4716178463412582,533
Interest and debt expense––––331331
Other (4)5997715516(8)839
Total operating expenses1,7897,1385,1841,109(249)14,971
Total federal income tax expense (benefit)140(72)8030(112)66
Total income (loss) from operations1,073(159)299171(394)990
Reconciliation of total income (loss) from
operations to net income (loss) (5):
Net annuity product features, pre-tax68
Net life insurance product features, pre-tax(393)
Credit loss-related adjustments, pre-tax(80)
Investment gains (losses), pre-tax(959)
Changes in the fair value of
reinsurance-related embedded
derivatives, trading securities and
certain mortgage loans, pre-tax (6)(802)
Other items, pre-tax (7) (8) (9) (10)(55)
Income tax benefit (expense) related to
the above pre-tax items479
Total net income (loss)$(752)

(3)Annuities and Other Operations: Reflects the fourth quarter 2023 reinsurance transaction ceding of in-force life-contingent payout fixed annuities and institutional pension business that had no income (loss) from operations impact. See Note 7 for more information on the transaction.

(4)Other operating expenses include: Annuities: Broker-dealer expenses; DAC and VOBA capitalization and amortization; taxes, licenses and fees and expenses associated with reserve financing and LOCs. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs and other intangible amortization. Group Protection: Taxes, licenses and fees; DAC capitalization and amortization; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: DAC capitalization and amortization; taxes, licenses and fees and expenses associated with LOCs. Other Operations: Reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.

(5)The prior period presentation was recast to conform to the revised definition of income (loss) from operations.

(6)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.

(7)Includes certain legal accruals of $(12) million.

(8)Includes severance expense related to initiatives to realign the workforce of $(7) million.

(9)Includes transaction and integration costs related to mergers, acquisitions and divestitures of $(34) million.

(10)Includes deferred compensation mark-to-market adjustment of $(2) million.

For the Year Ended December 31, 2022
Annuities · Life Insurance · Group Protection · Retirement Plan Services · Other Operations · Total
Operating Revenues (1)$4,482$6,747$5,304$1,274$156$17,963
Operating Expenses (2)
Benefits and policyholder liability
remeasurement (gain) loss2536,9253,931–6611,175
Interest credited8941,3105629392,877
Commissions1,01869839479–2,189
General and administrative expenses4085547663032672,298
Interest and debt expense––––283283
Other (3)563(59)15616(5)671
Total operating expenses3,1369,4285,2521,02765019,493
Total federal income tax expense (benefit)185(587)1136(93)(448)
Total income (loss) from operations1,161(2,094)41211(401)(1,082)
Reconciliation of total income (loss) from
operations to net income (loss) (4):
Net annuity product features, pre-tax4,133
Net life insurance product features, pre-tax26
Credit loss-related adjustments, pre-tax(130)
Investment gains (losses), pre-tax20
Changes in the fair value of
reinsurance-related embedded
derivatives, trading securities and
certain mortgage loans, pre-tax(52)
Impairment of intangibles (5)(634)
Other items, pre-tax (6) (7)(109)
Income tax benefit (expense) related to
the above pre-tax items(814)
Total net income (loss)$1,358

(3)Other operating expenses include: Annuities: Broker-dealer expenses; DAC and VOBA capitalization and amortization; taxes, licenses and fees and expenses associated with reserve financing and LOCs. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs and other intangible amortization. Group Protection: Taxes, licenses and fees; DAC capitalization and amortization; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: DAC capitalization and amortization and taxes, licenses and fees. Other Operations: Reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.

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

(5)See Note 8 for more information.

(6)Includes certain legal accruals of $(147) million.

(7)Includes deferred compensation mark-to-market adjustment of $38 million.

The tables below reconcile our total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss) (in millions):

For the Year Ended December 31, 2024
AnnuitiesLife InsuranceGroup ProtectionRetirement Plan ServicesOther OperationsTotal
Operating revenues$4,896$6,248$5,717$1,321$160$18,342
Revenue adjustments from annuity and life
insurance product features(130)(252)–––(382)
Credit loss-related adjustments(71)(10)(4)(32)(35)(152)
Investment gains (losses)13(252)(2)(11)(231)(483)
Changes in the fair value of reinsurance-
related embedded derivatives, trading
securities and certain mortgage loans(6)554––(13)535
Gains (losses) on other non-financial assets -
sale of subsidiaries/businesses––––582582
Total revenues$4,702$6,288$5,711$1,278$463$18,442
For the Year Ended December 31, 2023
Annuities (1)Life InsuranceGroup ProtectionRetirement Plan ServicesOther Operations (1)Total
Operating revenues$3,002$6,907$5,563$1,310$(755)$16,027
Revenue adjustments from annuity and life
insurance product features(2,131)(410)–––(2,541)
Credit loss-related adjustments(14)(54)(4)(1)(7)(80)
Investment gains (losses)(95)(733)(6)(35)(90)(959)
Changes in the fair value of reinsurance-
related embedded derivatives, trading
securities and certain mortgage loans(30)(781)––9(802)
Total revenues (1)$732$4,929$5,553$1,274$(843)$11,645

(1)Includes ceded insurance premiums primarily related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.

For the Year Ended December 31, 2022
AnnuitiesLife InsuranceGroup ProtectionRetirement Plan ServicesOther OperationsTotal
Operating revenues$4,482$6,747$5,304$1,274$156$17,963
Revenue adjustments from annuity and life
insurance product features97435–––1,009
Credit loss-related adjustments(10)(124)3(3)4(130)
Investment gains (losses)(21)88(3)(13)(31)20
Changes in the fair value of reinsurance-
related embedded derivatives, trading
securities and certain mortgage loans84(1)––(135)(52)
Total revenues$5,509$6,745$5,304$1,258$(6)$18,810

Other business segment and Other Operations information (in millions) was as follows:

For the Years Ended December 31,
202420232022
Net Investment Income
Annuities$1,636$1,668$1,463
Life Insurance2,4342,7122,587
Group Protection348339334
Retirement Plan Services9971,012976
Other Operations110148155
Total net investment income$5,525$5,879$5,515
  1. Realized Gain (Loss)

Details underlying realized gain (loss) (in millions) reported on the Consolidated Statements of Comprehensive Income (Loss) were as follows:

For the Years Ended December 31,
202420232022
Fixed maturity AFS securities: (1)
Gross gains$13$630$38
Gross losses(257)(408)(53)
Credit loss benefit (expense) (2)(42)(22)(15)
Intent to sell impairments–(1,091)–
Realized gain (loss) on equity securities (3)18(6)15
Credit loss benefit (expense) on mortgage loans on
real estate (2)(88)(16)(3)
Credit loss benefit (expense) on reinsurance-related assets (4)(20)(41)(112)
Realized gain (loss) on the mark-to-market on certain
instruments (5)(6)102(1,298)37
Indexed product derivative results (7)458(232)74
Derivative results (8)(438)(1,830)901
Realized gain (loss) on sale of subsidiaries/businesses (9)582––
Other realized gain (loss)(59)3(42)
Total realized gain (loss)$269$(4,311)$840

(1)Includes 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. Pursuant to the applicable accounting guidance, the Company impaired the securities in a loss position down to fair market value upon entry into the agreements in the second quarter of 2023 and recognized additional impairment on certain of these securities during the third quarter of 2023 due to higher interest rates. Interest rates declined during the fourth quarter of 2023, which resulted in recognition of a $335 million pre-tax net gain upon close of the transaction, included in gross gains and gross losses. See Notes 3 and 7 for additional information.

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

(3)Includes mark-to-market adjustments on equity securities still held of $21 million, $3 million and $10 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(4)Includes the release of reinsurance recoverables and the corresponding allowance for credit losses related to a third-party reinsurer, Scottish Re, where liquidation proceedings commenced during the third quarter of 2023. As of September 30, 2023, reinsurance coverage terminated and all business ceded to Scottish Re was therefore recaptured.

(5)Represents changes in the fair values of derivatives we hold as part of VUL hedging, reinsurance-related embedded derivatives and trading securities. For the year ended December 31, 2023, we recognized a pre-tax loss of $789 million on a reinsurance-related embedded derivative due to the increase in the market value of the fixed maturity AFS securities included within the Fortitude Re funds withheld account. See Note 7 for additional information.

(6)Includes gains and losses from fair value changes on mortgage loans on real estate accounted for under the fair value option of $7 million, $(11) million and $(24) million for the years ended December 31, 2024, 2023 and 2022, respectively.

(7)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.

(8)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.

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

  1. Commissions and Other Expenses
For the Years Ended December 31,
202420232022
Commissions$2,141$2,075$2,189
General and administrative expenses2,7382,5432,407
DAC and VOBA deferrals, net of amortization(138)(174)(352)
Broker-dealer expenses219526536
Taxes, licenses and fees369330339
Expenses associated with reserve financing and LOCs125114108
Specifically identifiable intangible asset and
other amortization964465
Transaction and integration costs related to
mergers, acquisitions and divestitures4034–
Total$5,590$5,492$5,292
  1. Federal Income Taxes

The federal income tax expense (benefit) on continuing operations (in millions) was as follows:

For the Years Ended December 31,
202420232022
Current$6$(3)$3
Deferred741(393)364
Federal income tax expense (benefit)$747$(396)$367

A reconciliation of the effective tax rate differences (in millions) was as follows:

For the Years Ended December 31,
202420232022
Income (loss) before taxes$4,022$(1,148)$1,725
Federal statutory rate21%21%21%
Federal income tax expense (benefit) at federal statutory rate845(241)362
Effect of:
Tax-preferred investment income (1)(32)(126)(90)
Tax credits(39)(40)(42)
Excess tax expense (benefit) from stock-based
compensation34(1)
Goodwill impairment––133
Release of uncertain tax positions(41)––
Other items1175
Federal income tax expense (benefit)$747$(396)$367
Effective tax rate19%34%21%

(1)Relates primarily to separate account dividends eligible for the dividends-received deduction.

The federal income tax asset (liability) (in millions) was as follows:

As of December 31,
20242023
Current$107$112
Deferred604929
Total federal income tax asset (liability)$711$1,041

Significant components of our deferred tax assets and liabilities (in millions) were as follows:

As of December 31,
20242023
Deferred Tax Assets
Insurance liabilities and reinsurance-related balances$1,856$1,900
Net unrealized loss on fixed maturity AFS securities2,1641,826
Reinsurance-related embedded derivative liabilities6116
Compensation and benefit plans206184
Intangibles1718
Net unrealized loss on trading securities3033
Tax credits169131
Net operating losses47887
Capital losses5693
Total deferred tax assets$4,982$4,388
Deferred Tax Liabilities
DAC and VOBA$1,638$1,744
Investment activity1,486617
Deferred loss on reinsurance474465
MRB-related activity743429
Other37204
Total deferred tax liabilities$4,378$3,459
Net deferred tax asset (liability)$604$929

As of December 31, 2024, we have$169 million of federal income tax credits that can be carried forward to 2030 through 2034. As of December 31, 2024, we have$2.3 billion of net operating losses to carry forward to future years. As of December 31, 2024, we have$267 million of capital losses to carry forward to future years. The net operating losses arose in tax years 2018, 2021 and 2024 and, under the Tax Cuts and Jobs Act changes, have an unlimited carryforward period. The capital losses arose in tax year 2023 and can be carried back three years and forward five years. As a result, management believes that it is more likely than not that the deferred tax asset associated with the loss carryforwards will be realized. Inclusive of the tax attribute for the net operating losses, although realization is not assured, management believes that it is more likely than not that we will realize the benefits of all our deferred tax assets, and, accordingly, no valuation allowance has been recorded.

We are subject to examination by U.S. federal, state, local and non-U.S. income authorities. With few exceptions for limited scope review, we are no longer subject to U.S. federal examinations for years before 2020. In the first quarter of 2021, the Internal Revenue Service commenced an examination of our 2014, 2015, 2016 and 2017 refund claims. We are currently under examination by several state and local taxing jurisdictions; however, we do not expect these examinations will materially impact us.

A reconciliation of the gross unrecognized federal tax benefits (in millions) was as follows:

For the Years Ended December 31,
20242023
Balance as of beginning-of-year$87$68
Decreases for prior year tax positions(48)(6)
Increases for prior year tax positions–25
Balance as of end-of-year$39$87

As of December 31, 2024 and 2023, $33 million and $75 million, respectively, of our gross unrecognized federal tax benefits presented above, if recognized, would have affected our federal income tax expense (benefit) and our effective tax rate. We anticipate that it is reasonably possible that unrecognized tax benefits will decrease by$2 million by the end of 2025.

We recognize interest and penalties accrued, if any, related to unrecognized tax benefits as a component of tax expense. For the years ended December 31, 2024, 2023 and 2022, we recognizedno interest and penalty expense (benefit), and there wasno accrued interest and penalty expense related to the unrecognized tax benefits as of December 31, 2024 and 2023.

In August 2022, the Inflation Reduction Act of 2022 was passed by the U.S. Congress and signed into law by President Biden. The Inflation Reduction Act of 2022 established a new 15% corporate alternative minimum tax for corporations whose average adjusted net income for any consecutive three-year period beginning after December 31, 2022, exceeds $1.0 billion. The Inflation Reduction Act of 2022 also established a 1% excise tax on stock repurchases made by publicly traded corporations. Both provisions became effective for tax years beginning after December 31, 2022. We determined that we were not within the scope of the corporate alternative minimum tax for 2024.

  1. Statutory Information and Restrictions

The Company’s domestic life insurance subsidiaries prepare financial statements in accordance with statutory accounting principles (“SAP”) prescribed or permitted by the insurance departments of their states of domicile, which may vary materially from GAAP.

Prescribed SAP includes the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (“NAIC”) as well as state laws, regulations and administrative rules. Permitted SAP encompasses all accounting practices not so prescribed. The principal differences between statutory financial statements and financial statements prepared in accordance with GAAP are that statutory financial statements do not reflect DAC, some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contract holder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted.

Our insurance subsidiaries are subject to the applicable laws and regulations of their respective states of domicile. Changes in these laws and regulations could change capital levels or capital requirements for our insurance subsidiaries.

Statutory capital and surplus, net gain (loss) from operations, after-tax, net income (loss) and dividends paid to the LNC holding company (in millions) below consist of all or a combination of the following entities: LNL, LLANY, FPP, Lincoln Reinsurance Company of South Carolina, Lincoln Reinsurance Company of Vermont I, Lincoln Reinsurance Company of Vermont III, Lincoln Reinsurance Company of Vermont IV, Lincoln Reinsurance Company of Vermont V, Lincoln Reinsurance Company of Vermont VI and Lincoln Reinsurance Company of Vermont VII.

As of December 31,
20242023
U.S. capital and surplus$7,407$8,129
For the Years Ended December 31,
202420232022
U.S. net gain (loss) from operations, after-tax$(3,177)$(2,484)$1,730
U.S. net income (loss)(2,268)(2,916)1,991
U.S. cash dividends to LNC holding company491510667

During 2024, LNL made a $929 million extraordinary dividend in the form of investments to LNC for the purpose of the initial capitalization of Lincoln Pinehurst Reinsurance Company (Bermuda) Limited (“LPINE”).

State Prescribed and Permitted Practices

The states of domicile of the Company’s insurance subsidiaries have adopted certain prescribed or permitted accounting practices that differ from those found in NAIC SAP. These prescribed practices are the calculation of reserves on universal life policies based on the Indiana universal life method as prescribed by the state of Indiana for policies issued before January 1, 2006, the use of a more conservative valuation interest rate on certain annuities prescribed by the states of Indiana and New York. Also, the state of New York prescribes use of the continuous Commissioners’ Annuity Reserve Valuation Method in the calculation of reserves and use of minimum reserve methods and assumptions for variable annuity and individual life insurance contracts that may be more conservative than those required by NAIC SAP. The statutory permitted practices allow accounting for certain derivative assets at amortized cost and allow determining certain indexed annuity and indexed universal life statutory reserve calculations with the assumption that the market value of the related liability call option(s) associated with the current index term is zero. At the conclusion of the index term, credited interest is reflected in the reserve as realized, based on actual index performance. The statutory accounting practices also allow accounting for certain group fixed annuity assets at general account balances.

The Vermont reinsurance subsidiaries also have certain accounting practices permitted by the state of Vermont that differ from those found in NAIC SAP. One permitted practice involves accounting for the lesser of the face amount of all amounts outstanding under an LOC and the value of the Valuation of Life Insurance Policies Model Regulation (“XXX”) additional statutory reserves as an admitted asset and a form of surplus as of December 31, 2024 and 2023. Another permitted practice involves the acquisition of an LLC note in exchange for a variable value surplus note that is recognized as an admitted asset and a form of surplus as of December 31, 2024 and 2023. Lastly, the state of Vermont has permitted a practice to account for certain excess of loss reinsurance agreements with unaffiliated reinsurers as an asset and form of surplus as of December 31, 2024 and 2023. These permitted practices are related to structures that continue to be allowed in accordance with the grandfathered structures under the provisions of Actuarial Guideline 48 (“AG48”) or are compliant under AG48 requirements.

The favorable (unfavorable) effects on statutory surplus compared to NAIC statutory surplus from the use of these prescribed and permitted practices (in millions) were as follows:

As of December 31,
20242023
State Prescribed Practices
Calculation of reserves using the Indiana universal life method$(3)$(1)
Conservative valuation rate on certain annuities1(1)
Calculation of reserves using continuous CARVM1(1)
Conservative Reg 213 reserves on variable annuity and individual life contracts20(31)
State Permitted Practice
Derivative instruments and equity indexed reserves(232)(170)
Assets in group fixed annuity contracts held at general account balances304332
Vermont Subsidiaries Permitted Practices
Lesser of LOC and XXX additional reserve as surplus1,7221,776
LLC notes and variable value surplus notes1,3201,444
Excess of loss reinsurance agreements541563

The NAIC has adopted risk-based capital (“RBC”) requirements for life insurance companies to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks. The requirements provide a means of measuring the minimum amount of statutory surplus appropriate for an insurance company to support its overall business operations based on its size and risk profile. Under RBC requirements, regulatory compliance is determined by the ratio of a company’s total adjusted capital, as defined by the NAIC, to its company action level of RBC (known as the “RBC ratio”), also as defined by the NAIC. The company action level may be triggered if the RBC ratio is between 75% and 100%, which would require the insurer to submit a plan to the regulator detailing corrective action it proposes to undertake. As of December 31, 2024, the consolidated RBC ratio for LNC’s statutory insurance companies was in excess offour times the aforementioned company action level RBC.

Our insurance subsidiaries are subject to certain insurance department regulatory restrictions as to the transfer of funds and payment of dividends to the holding company. Under Indiana laws and regulations, our Indiana insurance subsidiaries, including our primary insurance subsidiary, LNL, may pay dividends to LNC without prior approval of the Indiana Insurance Commissioner (the “Commissioner”), only from unassigned surplus and must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding 12 consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner or the insurer’s statutory net gain from operations for the previous 12 months, but in no event to exceed statutory unassigned surplus. Indiana law gives the Commissioner broad discretion to disapprove requests for dividends in excess of these limits. LNL’s subsidiary LLANY, a New York-domiciled insurance company, is bound by similar restrictions under the laws of New York. Under New York law, the applicable statutory limitation on dividends is equal to the lesser of 10% of surplus to contract holders as of the immediately preceding calendar year or net gain from operations for the immediately preceding calendar year, not including realized capital gains. We expect our direct domestic insurance subsidiaries could pay dividends to LNC of approximately$730 million in 2025 without prior approval from the respective Commissioners of Insurance.

All payments of principal and interest on surplus notes between LNC and our insurance subsidiaries must be approved by the respective Commissioners of Insurance.

Foreign Reinsurance Subsidiaries

Our foreign reinsurance subsidiaries are subject to accounting practices as determined by regulatory authorities in the applicable jurisdiction. Our Bermuda-based reinsurance subsidiary, LPINE, files statutory financial statements with the Bermuda Monetary Authority in accordance with prescribed or permitted practices that may differ from U.S. GAAP. For example, Bermuda statutory surplus differs from U.S. GAAP due primarily to a modification that permits LPINE to not measure the reinsurance-related embedded derivative associated with funds withheld at fair value.

Our Barbados-based reinsurance subsidiary, Lincoln National Reinsurance Company (Barbados) Limited (“LNBAR”), files statutory financial statements with the Barbados Financial Services Commission in accordance with prescribed or permitted practices that may differ from U.S. GAAP. For example, Barbados statutory surplus differs from U.S. GAAP due primarily to modifications that permit LNBAR to reflect certain contributed capital as assets and equity, and to account for assets and liabilities associated with a variable annuity modified coinsurance agreement between LNBAR and LNL on a U.S. statutory basis of accounting.

Similar to our domestic insurance subsidiaries, our foreign reinsurance subsidiaries’ ability to pay dividends to us is also subject to regulatory requirements imposed by the jurisdictions in which they are domiciled. These requirements include, for example, prior notification of intent to pay a dividend, satisfying certain earnings, reserve or solvency thresholds in order to pay a dividend and obtaining regulatory approval for payment of any dividend in excess of stated limits.

  1. Supplemental Disclosures of Cash Flow Data

The following summarizes our supplemental cash flow data (in millions):

For the Years Ended December 31,
202420232022
Net cash paid (received) for:
Interest$372$344$269
Income taxes––(54)
Non-cash transactions:
Net reduction of fixed maturity AFS securities, other investments and
accrued investment income in connection with a reinsurance transaction–(14,848)–
Establishment of funds withheld liability in connection with
a reinsurance transaction–(9,459)–
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.