__________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

_________________

 

FORM 10-Q

_________________



 

(Mark One)

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

 

For the quarterly period ended March 31, 2016

  OR



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

 

For the transition period from              to               

 

Commission File Number:  1-6028

 

_________________

 

LINCOLN NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

_________________

 



 



 

                  Indiana                 

35-1140070

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)



 

150 N. Radnor Chester Road, Suite A305, Radnor, Pennsylvania

19087

(Address of principal executive offices)

(Zip Code)



 

(484) 583-1400

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

 

_________________

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes      No 



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes     No 

 

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



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

Smaller reporting company



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

 

As of May 2, 2016, there were 239,007,140 shares of the registrant’s common stock outstanding.

 



_________________________________________________________________________________________________________

 


 

Lincoln National Corporation

 

Table of Contents





 

 

 

 

 

Item

 

 

 

 

Page

PART I

 

1.

Financial Statements



 

 

2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

43 

 

 

Forward-Looking Statements – Cautionary Language

43 

 

 

Introduction

44 

 

 

     Executive Summary

44 



 

     Critical Accounting Policies and Estimates

45 

 

 

Results of Consolidated Operations

46 

 

 

Results of Annuities

47 



 

Results of Retirement Plan Services

52 

 

 

Results of Life Insurance

58 

 

 

Results of Group Protection

63 



 

Results of Other Operations  

66 



 

Realized Gain (Loss) and Benefit Ratio Unlocking

68 



 

Consolidated Investments  

70 

 

 

Review of Consolidated Financial Condition

82 

 

 

   Liquidity and Capital Resources

82 



 

Other Matters

86 



 

   Other Factors Affecting Our Business

86 



 

   Recent Accounting Pronouncements

87 



 

3.

Quantitative and Qualitative Disclosures About Market Risk

87 



 

 

4.

Controls and Procedures

87 



 

 

PART II

 



 

 

1.

Legal Proceedings

90 



 

 

1A.

Risk Factors

90 



 

 

2.

Unregistered Sales of Equity Securities and Use of Proceeds

90 



 

 

6.

Exhibits

90 



 

 



Signatures

91 



 

 

 

Exhibit Index for the Report on Form 10-Q

E-1



 

 

 

 

 





 

 


 



PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LINCOLN NATIONAL CORPORATION

CO NSOLIDATED BALANCE SHEETS

(in millions, except share data)



 

 

 

 

 

 

 

 



 

As of

 

 

As of

 

 

March 31,

December 31,



 

2016

 

 

2015

 



(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

Available-for-sale securities, at fair value:

 

 

 

 

 

 

 

 

Fixed maturity securities (amortized cost:  2016 – $82,623; 2015 – $81,993)

 

$

88,064 

 

 

$

84,964 

 

Variable interest entities’ fixed maturity securities (amortized cost:  2016 – $597; 2015 – $596)

 

 

599 

 

 

 

598 

 

Equity securities (cost:  2016 – $231; 2015 – $226)

 

 

245 

 

 

 

237 

 

Trading securities

 

 

1,864 

 

 

 

1,854 

 

Mortgage loans on real estate

 

 

8,916 

 

 

 

8,678 

 

Real estate

 

 

17 

 

 

 

17 

 

Policy loans

 

 

2,533 

 

 

 

2,545 

 

Derivative investments

 

 

2,085 

 

 

 

1,537 

 

Other investments

 

 

2,048 

 

 

 

1,778 

 

Total investments

 

 

106,371 

 

 

 

102,208 

 

Cash and invested cash

 

 

3,177 

 

 

 

3,146 

 

Deferred acquisition costs and value of business acquired

 

 

8,984 

 

 

 

9,510 

 

Premiums and fees receivable

 

 

401 

 

 

 

376 

 

Accrued investment income

 

 

1,108 

 

 

 

1,070 

 

Reinsurance recoverables

 

 

5,597 

 

 

 

5,623 

 

Funds withheld reinsurance assets

 

 

630 

 

 

 

629 

 

Goodwill

 

 

2,273 

 

 

 

2,273 

 

Other assets

 

 

3,671 

 

 

 

3,454 

 

Separate account assets

 

 

123,506 

 

 

 

123,619 

 

Total assets

 

$

255,718 

 

 

$

251,908 

 



 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Future contract benefits

 

$

21,438 

 

 

$

20,708 

 

Other contract holder funds

 

 

77,475 

 

 

 

77,362 

 

Long-term debt

 

 

5,650 

 

 

 

5,553 

 

Reinsurance related embedded derivatives

 

 

111 

 

 

 

87 

 

Funds withheld reinsurance liabilities

 

 

597 

 

 

 

638 

 

Deferred gain on business sold through reinsurance

 

 

79 

 

 

 

98 

 

Payables for collateral on investments

 

 

5,017 

 

 

 

4,657 

 

Variable interest entities’ liabilities

 

 

 -

 

 

 

 

Other liabilities

 

 

7,187 

 

 

 

5,565 

 

Separate account liabilities

 

 

123,506 

 

 

 

123,619 

 

Total liabilities

 

 

241,060 

 

 

 

238,291 

 



 

 

 

 

 

 

 

 

Contingencies and Commitments (See Note 8)

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Preferred stock – 10,000,000 shares authorized

 

 

 -

 

 

 

 -

 

Common stock – 800,000,000 shares authorized; 239,005,252 and 243,835,893 shares

 

 

 

 

 

 

 

 

issued and outstanding as of March 31, 2016, and December 31, 2015, respectively

 

 

6,162 

 

 

 

6,298 

 

Retained earnings

 

 

6,565 

 

 

 

6,474 

 

Accumulated other comprehensive income (loss)

 

 

1,931 

 

 

 

845 

 

Total stockholders’ equity

 

 

14,658 

 

 

 

13,617 

 

Total liabilities and stockholders’ equity

 

$

255,718 

 

 

$

251,908 

 



See accompanying Notes to Consolidated Financial Statements

1


 





LINCOLN NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in millions, except per share data)



 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 

 

2016

 

2015

 

Revenues

 

 

 

 

 

 

Insurance premiums

$

816

 

$

790

 

Fee income

 

1,235

 

 

1,222

 

Net investment income

 

1,172

 

 

1,187

 

Realized gain (loss):

 

 

 

 

 

 

Total other-than-temporary impairment losses on securities

 

(56

)

 

(20

)

Portion of loss recognized in other comprehensive income

 

20

 

 

7

 

Net other-than-temporary impairment losses on securities recognized in earnings

 

(36

)

 

(13

)

Realized gain (loss), excluding other-than-temporary impairment losses on securities

 

(78

)

 

(35

)

Total realized gain (loss)

 

(114

)

 

(48

)

Amortization of deferred gain on business sold through reinsurance

 

18

 

 

18

 

Other revenues

 

116

 

 

135

 

Total revenues

 

3,243

 

 

3,304

 

Expenses

 

 

 

 

 

 

Interest credited

 

633

 

 

625

 

Benefits

 

1,331

 

 

1,236

 

Commissions and other expenses

 

976

 

 

1,013

 

Interest and debt expense

 

68

 

 

68

 

Total expenses

 

3,008

 

 

2,942

 

Income (loss) before taxes

 

235

 

 

362

 

Federal income tax expense (benefit)

 

27

 

 

62

 

Net income (loss)

 

208

 

 

300

 

Other comprehensive income (loss), net of tax

 

1,086

 

 

557

 

Comprehensive income (loss)

$

1,294

 

$

857

 



 

 

 

 

 

 

Net Income (Loss) Per Common Share

 

 

 

 

 

 

Basic

$

0.86

 

$

1.17

 

Diluted

 

0.82

 

 

1.15

 



 

 

 

 

 

 

Cash Dividends Declared Per Common Share

$

0.25

 

$

0.20

 









See accompanying Notes to Consolidated Financial Statements

2


 

LINCOLN NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in millions, except per share data)







 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 



 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

Balance as of beginning-of-year

$

6,298

 

$

6,622

 

Stock compensation/issued for benefit plans

 

6

 

 

27

 

Retirement of common stock/cancellation of shares

 

(142

)

 

(156

)

Balance as of end-of-period

 

6,162

 

 

6,493

 



 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

Balance as of beginning-of-year

 

6,474

 

 

6,022

 

Net income (loss)

 

208

 

 

300

 

Retirement of common stock

 

(58

)

 

(194

)

Common stock dividends declared

 

(59

)

 

(51

)

Balance as of end-of-period

 

6,565

 

 

6,077

 



 

 

 

 

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

 

 

 

 

Balance as of beginning-of-year

 

845

 

 

3,096

 

Other comprehensive income (loss), net of tax

 

1,086

 

 

557

 

Balance as of end-of-period

 

1,931

 

 

3,653

 

Total stockholders’ equity as of end-of-period

$

14,658

 

$

16,223

 











See accompanying Notes to Consolidated Financial Statements

3


 

LINCOLN NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)







 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net income (loss)

$

208

 

$

300

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Deferred acquisition costs, value of business acquired, deferred sales inducements

 

 

 

 

 

 

and deferred front-end loads deferrals and interest, net of amortization

 

5

 

 

(42

)

Trading securities purchases, sales and maturities, net

 

28

 

 

12

 

Change in premiums and fees receivable

 

(25

)

 

21

 

Change in accrued investment income

 

(38

)

 

(80

)

Change in future contract benefits and other contract holder funds

 

262

 

 

162

 

Change in reinsurance related assets and liabilities

 

(286

)

 

(178

)

Change in federal income tax accruals

 

(38

)

 

(28

)

Realized (gain) loss

 

114

 

 

48

 

Amortization of deferred gain on business sold through reinsurance

 

(18

)

 

(18

)

Other

 

83

 

 

99

 

Net cash provided by (used in) operating activities

 

295

 

 

296

 



 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

Purchases of available-for-sale securities

 

(3,291

)

 

(2,629

)

Sales of available-for-sale securities

 

1,502

 

 

142

 

Maturities of available-for-sale securities

 

1,269

 

 

1,041

 

Purchases of other investments

 

(5,230

)

 

(3,646

)

Sales or maturities of other investments

 

4,713

 

 

3,455

 

Increase (decrease) in payables for collateral on investments

 

357

 

 

634

 

Other

 

(27

)

 

(32

)

Net cash provided by (used in) investing activities

 

(707

)

 

(1,035

)



 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

Issuance of long-term debt, net of issuance costs

 

 -

 

 

298

 

Deposits of fixed account values, including the fixed portion of variable

 

2,672

 

 

2,464

 

Withdrawals of fixed account values, including the fixed portion of variable

 

(1,413

)

 

(1,408

)

Transfers to and from separate accounts, net

 

(549

)

 

(657

)

Common stock issued for benefit plans and excess tax benefits

 

(7

)

 

12

 

Repurchase of common stock

 

(200

)

 

(350

)

Dividends paid to common stockholders

 

(60

)

 

(52

)

Net cash provided by (used in) financing activities

 

443

 

 

307

 



 

 

 

 

 

 

Net increase (decrease) in cash and invested cash

 

31

 

 

(432

)

Cash and invested cash as of beginning-of-year

 

3,146

 

 

3,919

 

Cash and invested cash as of end-of-period

$

3,177

 

$

3,487

 



 

See accompanying Notes to Consolidated Financial Statements

4


 

 

LINCOLN NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1 .  Nature of Operations and Basis of Presentation



Nature of Operations  



Lincoln National Corporation and its majority-owned subsidiaries (“LNC” or the “Company,” which also may be referred to as “we,” “our” or “us”) operate multiple insurance businesses through four business segments.  See Note 13 for additional details.  The collective group of businesses uses “Lincoln Financial Group” as its marketing identity.  Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions.  These products include fixed and indexed annuities, variable annuities, universal life insurance (“UL”), variable universal life insurance (“VUL”), linked-benefit UL ,   indexed universal life insurance (“IUL”), term life insurance, employer-sponsored retirement plans and services, and group life, disability and dental.



Basis of Presentation



The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for the Securities and Exchange Commission (“SEC”) Quarterly Report on Form 10-Q, including Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  Therefore, the information contained in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (“ 2015 Form 10-K”), should be read in connection with the reading of these interim unaudited consolidated financial statements.



Certain GAAP policies, which significantly affect the determination of financial position, results of operations and cash flows, are summarized in our 2015 Form 10-K.



In the opinion of management, these statements include all normal recurring adjustments necessary for a fair presentation of the Company’s results.  Operating results for the three month period ended March 31, 2016 , are not necessarily indicative of the results that may be expected for the full year ending December 3 1, 2016 .  All material inter - company accounts and transactions have been eliminated in consolidation.  





5


 

 

2.  New Accounting Standards



Adoption of New Accounting Standards



The following table provides a description of our adoption of new Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) and the impact of the adoption on our financial statements:







 

 

 

Standard

Description

Date of Adoption

Effect on Financial Statements or Other Significant Matters

ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity

This standard clarifies that when considering the nature of the host contract in a hybrid financial instrument issued in the form of a share; an entity must consider all of the stated and implied substantive terms of the hybrid instrument, including the embedded derivative feature that is being considered for separate accounting from the host contract. 

January 1, 2016

The adoption of this ASU did not have an effect on our consolidated financial condition or results of operations. 

ASU 2015-02, Amendments to the Consolidation Analysis

This standard addresses consolidation accounting guidance related to limited partnerships, limited liability companies and securitization structures.  The new standard includes changes to existing consolidation models that eliminates the presumption that a general partner should consolidate a limited partnership, clarifies when fees paid to a decision maker should be a factor in the variable interest entities (“VIEs”) consolidation evaluation and reduces the VIE consolidation models from two to one by eliminating the indefinite deferral for certain investment funds. 

January 1, 2016

The adoption of this ASU did not have an effect on our consolidated financial condition or results of operations.  We have provided additional financial statement disclosures related to our limited partnerships in Note 3.  

ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs

   

Debt issuance costs were previously recognized as a deferred charge in the balance sheet.  This amendment requires the presentation of debt issuance costs in the balance sheet as a direct deduction from the carrying amount of that debt.  This standard does not change the recognition and measurement requirements related to debt issuance costs.  Retrospective application of the amendments in this ASU is required. 

January 1, 2016

We have retrospectively reclassified approximately $29 million of our debt issuance costs from other assets to long-term debt on the Consolidated Balance Sheets as of December 31, 2015.  See ASU 2015-15 for debt issuance costs associated with line-of-credit arrangements.

ASU 2015-05,
Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement


   

This standard clarifies the accounting requirements for recognizing cloud computing arrangements.  Software licenses purchased through cloud computing arrangements should be accounted for in a manner consistent with the acquisition of other software licenses.  If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract.

January 1, 2016

The adoption of this ASU did not have an effect on our consolidated financial condition or results of operations. 

ASU 2015-07, Disclosures for Certain Investments That Calculate Net Asset Value per Share (or its Equivalent)

This standard removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient.  In addition, the standard removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient, and limits those disclosures only to those investments for which the practical expedient has been elected. 

January 1, 2016

The adoption of this ASU did not result in a change to our financial statement disclosures.

ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements

Given the absence of authoritative accounting guidance in ASU 2015-03 related to debt issuance costs for line-of-credit arrangements, this standard clarifies that the SEC Staff would not object to an entity deferring and presenting these debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.

January 1, 2016

The adoption of this ASU did not have an effect on our consolidated financial condition or results of operations.

6


 

 



Future Adoption of New Accounting Standards



The following table provides a description of future adoptions of new accounting standards that may have an impact on our financial statements when adopted:







 

 

 

Standard

Description

Projected Date of Adoption

Effect on Financial Statements or Other Significant Matters

ASU 2014-09, Revenue from Contracts with Customers & ASU 2015-14, Revenue from Contracts with Customers; Deferral of the Effective Date

This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods and services.  The amendments define a five-step process that systematically identifies the various components of the revenue recognition process, culminating with the recognition of revenue upon satisfaction of an entity’s performance obligation.  Retrospective application is required.  After performing extensive outreach, the FASB decided to delay the effective date of ASU 2014-09 for one year.  Early application is permitted but only for annual reporting periods beginning after December 15, 2016. 

January 1, 2018

We will adopt the accounting guidance in this standard for non-insurance related products and services, and are currently evaluating the impact of adoption on our consolidated financial condition and results of operations.

ASU 2015-09, Disclosures about Short-Duration Contracts

This standard enhances the disclosure requirements related to short-duration insurance contracts.  The new disclosure requirements focus on providing users of financial statements with more transparent information about an insurance entity’s (1) initial claims estimates and subsequent adjustments to those estimates, (2) methodologies and judgments in estimating claims, and (3) timing, frequency and severity of claims.  Early application of this standard is permitted, and retrospective application is required for each comparative period presented, except for those requirements that apply only to the current period.

Annual periods beginning January 1, 2016; interim periods within annual periods beginning January 1, 2017

We are currently evaluating these disclosure changes and will provide the additional required disclosures upon adoption.

ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities

These amendments require, among other things, the fair value measurement of investments in equity securities and certain other ownership interests that do not result in consolidation and are not accounted for under the equity method of accounting.  The change in fair value of the impacted investments in equity securities must be recognized in net income.  In addition, the amendments include certain enhancements to the presentation and disclosure requirements for financial assets and financial liabilities.  Early adoption of the ASU is generally not permitted, except as defined in the ASU.  The amendments should be adopted in the financial statements through a cumulative-effect adjustment to the beginning balance of retained earnings.

January 1, 2018

We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

ASU 2016-02, Leases

This standard establishes a new accounting model for leases.  Lessees will recognize most leases on the balance as a right-of-use asset and a related lease liability.  The lease liability is measured as the present value of the lease payments over the lease term with the right-of-use asset measured at the lease liability amount and including adjustments for certain lease incentives and initial direct costs.  Lease expense recognition will continue to differentiate between finance leases and operating leases resulting in a similar pattern of lease expense recognition as under current GAAP.  This ASU permits a modified retrospective adoption approach which includes a number of optional practical expedients that entities may elect upon adoption.  Early adoption is permitted.

January 1, 2019

We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

7


 

 

Standard

Description

Projected Date of Adoption

Effect on Financial Statements or Other Significant Matters

ASU 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships 

The amendments clarify that a change in the counterparty to a derivative instrument identified in a hedging relationship in and of itself does not require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The ASU may be adopted prospectively or through a modified retrospective approach.  Early adoption is permitted.

January 1, 2017

We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

ASU 2016-06, Contingent Put and Call Options in Debt Instruments

The amendments clarify the requirements for assessing whether contingent call and put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. Upon adoption of this ASU, entities will be required to assess embedded call and put options solely in accordance with the four-step decision sequence that was developed by the FASB Derivatives Implementation Group.  The ASU should be adopted based on a modified retrospective basis for existing debt instruments.  Early adoption is permitted. 

January 1, 2017

We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net)

These amendments clarify the implementation guidance on principal versus agent considerations in ASU 2014-09, including how an entity should identify the unit of accounting for the principal versus agent evaluation.  In addition, the amendments clarify how to apply the control principle to certain types of arrangements, such as service transactions by explaining what a principal controls before the good or service is transferred to the customer.  Transition requirements are consistent with ASU 2014-09.  

January 1, 2018

We are currently evaluating the impact of adopting this ASU, in coordination with ASU 2014-09, on our consolidated financial condition and results of operations.

ASU 2016-09, Improvements to Employee Share-based Payment Accounting

These amendments to current accounting guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than through additional paid in capital in the equity section of the balance sheet. The amendments also permit an employer to repurchase an employee’s shares at the maximum statutory tax rate in the employee’s applicable jurisdiction for tax withholding purposes without triggering liability accounting.  Finally, the amendments permit entities to make a one-time accounting policy election to account for forfeitures as they occur.  Specific adoption methods depend on the issue being adopted and range from prospective to retrospective adoption.  Early adoption is permitted, however all amendments must be adopted in the same period.     

January 1, 2017

We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

ASU 2016-10, Identifying Performance Obligations and Licensing

These amendments clarify, among other things, the accounting guidance in ASU 2014-09 regarding how an entity will determine whether promised goods or services are separately identifiable, which is an important consideration in determining whether to account for goods or services as a separate performance obligation.   Transition requirements are consistent with ASU 2014-09.

January 1, 2018

We are currently evaluating the impact of adopting this ASU, in coordination with ASU 2014-09, on our consolidated financial condition and results of operations.



  



8


 

 

3.  Var iable Interest Entities



Consolidated VIEs



See Note 4 in our 201 5 Form 10-K for a detailed discussion of our consolidated VIEs, which information is incorporated herein by reference .



The following summarizes information regarding the credit-linked note (“CLN”) structures (dollars in millions) as of March 31, 2016:





 

 

 

 

 



 

 

 

 

 



Amount and

 

 



Date of Issuance

 

 



$400

 

$200

 

 



December

 

April

 

 



2006

 

2007

 

 

Original attachment point (subordination)

5.50% 

 

2.05% 

 

 

Current attachment point (subordination)

4.21% 

 

1.48% 

 

 

Maturity

12/20/2016

 

3/20/2017

 

 

Current rating of tranche  

A-

 

BB

 

 

Current rating of underlying reference obligations  

AA - B

 

AAA - CCC

 

 

Number of defaults in underlying reference obligations

 

 

 

Number of entities

123 

 

99 

 

 

Number of countries

20 

 

21 

 

 



The following summarizes the exposure of the CLN structures’ underlying reference obligations by industry and rating as of March 31, 2016:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



AAA

 

AA

 

A

 

BBB

 

BB

 

B

 

CCC

 

Total

 

Industry

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial intermediaries

0.0% 

 

2.1% 

 

5.4% 

 

3.0% 

 

0.0% 

 

0.0% 

 

0.0% 

 

10.5% 

 

Telecommunications

0.0% 

 

0.0% 

 

2.4% 

 

7.2% 

 

0.9% 

 

0.5% 

 

0.0% 

 

11.0% 

 

Oil and gas

0.3% 

 

1.0% 

 

1.4% 

 

4.1% 

 

1.2% 

 

0.0% 

 

0.0% 

 

8.0% 

 

Utilities

0.0% 

 

0.0% 

 

1.6% 

 

3.0% 

 

0.0% 

 

0.0% 

 

0.0% 

 

4.6% 

 

Chemicals and plastics

0.0% 

 

0.0% 

 

2.6% 

 

0.9% 

 

0.3% 

 

0.0% 

 

0.0% 

 

3.8% 

 

Drugs

0.3% 

 

1.6% 

 

1.8% 

 

0.0% 

 

0.0% 

 

0.0% 

 

0.0% 

 

3.7% 

 

Retailers (except food

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and drug)

0.0% 

 

0.0% 

 

1.6% 

 

1.4% 

 

0.5% 

 

0.0% 

 

0.0% 

 

3.5% 

 

Industrial equipment

0.0% 

 

0.0% 

 

2.1% 

 

0.7% 

 

0.0% 

 

0.0% 

 

0.0% 

 

2.8% 

 

Sovereign

0.0% 

 

1.2% 

 

1.0% 

 

0.7% 

 

0.3% 

 

0.0% 

 

0.0% 

 

3.2% 

 

Conglomerates

0.0% 

 

2.0% 

 

1.2% 

 

0.0% 

 

0.0% 

 

0.0% 

 

0.0% 

 

3.2% 

 

Forest products

0.0% 

 

0.0% 

 

0.5% 

 

1.1% 

 

1.5% 

 

0.0% 

 

0.0% 

 

3.1% 

 

Other

0.0% 

 

4.1% 

 

14.4% 

 

17.6% 

 

5.4% 

 

0.7% 

 

0.4% 

 

42.6% 

 

Total

0.6% 

 

12.0% 

 

36.0% 

 

39.7% 

 

10.1% 

 

1.2% 

 

0.4% 

 

100.0% 

 



9


 

 

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





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of March 31, 2016

 

 

As of December 31, 2015

 



 

Number

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 



 

of

 

 

Notional

 

Carrying

 

 

of

 

 

Notional

 

Carrying

 



Instruments

 

Amounts

 

Value

 

Instruments

 

Amounts

 

Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed credit card loans (1)

 

 

N/A

 

 

$

 -

 

$

599 

 

 

 

N/A

 

 

$

 -

 

$

598 

 

Total return swap

 

 

 

 

 

476 

 

 

 -

 

 

 

 

 

 

479 

 

 

 -

 

Credit default swaps (2)

 

 

 

 

 

600 

 

 

 

 

 

 -

 

 

 

 -

 

 

 -

 

Total assets

 

 

 

 

$

1,076 

 

$

601 

 

 

 

 

 

$

479 

 

$

598 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-qualifying hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit default swaps

 

 

 -

 

 

$

 -

 

$

 -

 

 

 

 

 

$

600 

 

$

 

Contingent forwards

 

 

 

 

 

 -

 

 

 -

 

 

 

 

 

 

 -

 

 

 -

 

Total liabilities (3)

 

 

 

 

$

 -

 

$

 -

 

 

 

 

 

$

600 

 

$

 



(1)

Reported in variable interest entities’ fixed maturity securities on our Consolidated Balance Sheets.

(2)

Reported in other investments on our Consolidated Balance Sheets.

(3)

Reported in variable interest entities’ liabilities on our Consolidated Balance Sheets.



For details related to the fixed maturity available-for-sale (“AFS”) securities underlying these VIEs, see Note 4.



As described more fully in Note 1 of our 2015 Form 10-K, we regularly review our investment holdings for other-than-temporary impairment (“OTTI”).  Based upon this review, we believe that the AFS fixed maturity securities were not other-than-temporarily impaired as of March 31, 2016 .  



The gains (losses) for the consolidated VIEs (in millions) recorded on our Consolidated Statements of Comprehensive Income (Loss) were as follows:





 

 

 

 

 

 

 

 



 

For the Three

 

 



 

Months Ended

 

 



 

March 31,

 

 



 

2016

 

2015

 

 

Non-Qualifying Hedges

 

 

 

 

 

 

 

 

Credit default swaps

 

$

 

$

 

 

Contingent forwards

 

 

 -

 

 

 -

 

 

Total non-qualifying hedges (1)

 

$

 

$

 

 



(1)

Reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss ).



Unconsolidated VIEs



See Note 4 in our 201 5 Form 10-K for a detailed discussion of our unconsolidated VIEs, which information is incorporated herein by reference.



Limited Partnerships and Limited Liability Companies



We invest in certain limited partnerships (“LPs”) and limited liability companies (“LLCs”), including qualified affordable housing projects, that we have concluded are VIEs.  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 our Consolidated Balance Sheets and were $1.2 billion as of March 31, 2016, and December 31, 2015.  Included in these carrying amounts are our investments in qualified affordable housing projects, which were $45 million and $47 million as of March 31, 2016, and December 31, 2015, respectively.  We do not have any contingent commitments to provide additional capital funding to these qualified affordable housing projects.  We receive returns from these qualified affordable housing projects in the form of income tax credits and other tax benefits, which are recognized in federal income tax expense (benefit) on our Consolidated Statements of Comprehensive Income (Loss) and were less than $1 million for the three months ended March 31, 2016 and 2015.

10


 

 

Our exposure to loss is limited to the capital we invest in the LPs and LLCs, and there have been no indicators of impairment that would require us to recognize an impairment loss related to the LPs and LLCs as of March 31, 2016.  



4 .  Investments



AFS Securities



See Note 1 in our 201 5 Form 10-K for information regarding our accounting policy relating to AFS securities, which also includes additional disclosures regarding our fair value measurements.



The amortized cost, gross unrealized gains and losses, OTTI and fair value of AFS securities (in millions) were as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 



Amortized

 

Gross Unrealized

 

 

 

 

Fair

 



Cost

 

Gains

 

Losses

 

OTTI (1)

 

Value

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

71,706

 

$

5,516

 

$

1,304

 

$

21

 

$

75,897

 

Asset-backed securities ("ABS")

 

1,029

 

 

44

 

 

21

 

 

(7

)

 

1,059

 

U.S. government bonds

 

387

 

 

64

 

 

1

 

 

 -

 

 

450

 

Foreign government bonds

 

463

 

 

69

 

 

 -

 

 

 -

 

 

532

 

Residential mortgage-backed securities ("RMBS")

 

3,505

 

 

208

 

 

35

 

 

(1

)

 

3,679

 

Commercial mortgage-backed securities ("CMBS")

 

336

 

 

10

 

 

 -

 

 

(3

)

 

349

 

Collateralized loan obligations ("CLOs")

 

627

 

 

3

 

 

3

 

 

(1

)

 

628

 

State and municipal bonds

 

3,873

 

 

881

 

 

9

 

 

1

 

 

4,744

 

Hybrid and redeemable preferred securities

 

697

 

 

81

 

 

52

 

 

 -

 

 

726

 

VIEs’ fixed maturity securities

 

597

 

 

2

 

 

 -

 

 

 -

 

 

599

 

Total fixed maturity securities

 

83,220

 

 

6,878

 

 

1,425

 

 

10

 

 

88,663

 

Equity securities

 

231

 

 

20

 

 

6

 

 

 -

 

 

245

 

Total AFS securities

$

83,451

 

$

6,898

 

$

1,431

 

$

10

 

$

88,908

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2015

 



Amortized

 

Gross Unrealized

 

 

 

 

Fair

 



Cost

 

Gains

 

Losses

 

OTTI (1)

 

Value

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

70,993

 

$

3,924

 

$

1,984

 

$

2

 

$

72,931

 

ABS

 

1,064

 

 

41

 

 

17

 

 

(13

)

 

1,101

 

U.S. government bonds

 

386

 

 

45

 

 

2

 

 

 -

 

 

429

 

Foreign government bonds

 

464

 

 

61

 

 

1

 

 

 -

 

 

524

 

RMBS

 

3,566

 

 

186

 

 

36

 

 

(12

)

 

3,728

 

CMBS

 

364

 

 

10

 

 

2

 

 

(4

)

 

376

 

CLOs

 

588

 

 

1

 

 

3

 

 

(3

)

 

589

 

State and municipal bonds

 

3,806

 

 

686

 

 

12

 

 

 -

 

 

4,480

 

Hybrid and redeemable preferred securities

 

762

 

 

88

 

 

44

 

 

 -

 

 

806

 

VIEs’ fixed maturity securities

 

596

 

 

2

 

 

 -

 

 

 -

 

 

598

 

Total fixed maturity securities

 

82,589

 

 

5,044

 

 

2,101

 

 

(30

)

 

85,562

 

Equity securities

 

226

 

 

17

 

 

6

 

 

 -

 

 

237

 

Total AFS securities

$

82,815

 

$

5,061

 

$

2,107

 

$

(30

)

$

85,799

 



(1)

Includes unrealized gains and losses on impaired securities related to changes in the fair value of such securities subsequent to the impairment measurement date.



11


 

 

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities (in millions) as of M arch 31, 2016 , were as follows:





 

 

 

 

 

 



 

 

 

 

 

 



Amortized

 

Fair

 



Cost

 

Value

 

Due in one year or less

$

2,683 

 

$

2,690 

 

Due after one year through five years

 

18,384 

 

 

19,380 

 

Due after five years through ten years

 

19,069 

 

 

19,560 

 

Due after ten years

 

36,990 

 

 

40,719 

 

Subtotal

 

77,126 

 

 

82,349 

 

Structured securities (ABS, MBS, CLOs)

 

6,094 

 

 

6,314 

 

Total fixed maturity AFS securities

$

83,220 

 

$

88,663 

 



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, including the p ortion of OTTI recognized in other comprehensive income (loss) (“OCI”) , of AFS securities (dollars in millions), aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 

 

Less Than or Equal

 

Greater Than

 

 

 

 

 

 

 

 



to Twelve Months

 

Twelve Months

 

Total

 



 

 

Gross 

 

 

 

Gross 

 

 

 

 

 

Gross 

 

 

 

Unrealized

 

Unrealized

 

 

 

Unrealized



Fair

Losses and

Fair

Losses and

Fair

 

Losses and



Value

 

OTTI

 

Value

 

OTTI

 

Value

 

 

OTTI

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

8,275 

 

$

507 

 

$

4,466 

 

$

820 

 

$

12,741 

 

 

$

1,327 

 

ABS

 

225 

 

 

 

 

268 

 

 

33 

 

 

493 

 

 

 

42 

 

U.S. government bonds

 

 -

 

 

 -

 

 

17 

 

 

 

 

17 

 

 

 

 

RMBS

 

337 

 

 

15 

 

 

578 

 

 

34 

 

 

915 

 

 

 

49 

 

CMBS

 

12 

 

 

 

 

10 

 

 

 

 

22 

 

 

 

 

CLOs

 

194 

 

 

 

 

43 

 

 

 -

 

 

237 

 

 

 

 

State and municipal bonds

 

40 

 

 

 

 

55 

 

 

 

 

95 

 

 

 

 

Hybrid and redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

preferred securities

 

38 

 

 

 

 

141 

 

 

51 

 

 

179 

 

 

 

52 

 

Total fixed maturity securities

 

9,121 

 

 

537 

 

 

5,578 

 

 

947 

 

 

14,699 

 

 

 

1,484 

 

Equity securities

 

49 

 

 

 

 

 -

 

 

 -

 

 

49 

 

 

 

 

Total AFS securities

$

9,170 

 

$

543 

 

$

5,578 

 

$

947 

 

$

14,748 

 

 

$

1,490 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total number of AFS securities in an unrealized loss position

 

 

 

 

 

 

 

 

 

 

 

 

1,362 

 



12


 

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2015

 

 

Less Than or Equal

 

Greater Than

 

 

 

 

 

 

 

 



to Twelve Months

 

Twelve Months

 

Total

 



 

 

Gross 

 

 

 

Gross 

 

 

 

 

 

Gross 

 

 

 

Unrealized

 

Unrealized

 

 

 

Unrealized



Fair

Losses and

Fair

Losses and

Fair

 

Losses and



Value

 

OTTI

 

Value

 

OTTI

 

Value

 

 

OTTI

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

20,380 

 

$

1,364 

 

$

2,383 

 

$

623 

 

$

22,763 

 

 

$

1,987 

 

ABS

 

213 

 

 

 

 

274 

 

 

29 

 

 

487 

 

 

 

33 

 

U.S. government bonds

 

15 

 

 

 

 

 -

 

 

 -

 

 

15 

 

 

 

 

Foreign government bonds

 

37 

 

 

 

 

 -

 

 

 -

 

 

37 

 

 

 

 

RMBS

 

627 

 

 

21 

 

 

371 

 

 

22 

 

 

998 

 

 

 

43 

 

CMBS

 

116 

 

 

 

 

11 

 

 

 

 

127 

 

 

 

 

CLOs

 

271 

 

 

 

 

49 

 

 

 

 

320 

 

 

 

 

State and municipal bonds

 

129 

 

 

 

 

27 

 

 

 

 

156 

 

 

 

12 

 

Hybrid and redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

preferred securities

 

38 

 

 

 

 

148 

 

 

43 

 

 

186 

 

 

 

44 

 

Total fixed maturity securities

 

21,826 

 

 

1,405 

 

 

3,263 

 

 

724 

 

 

25,089 

 

 

 

2,129 

 

Equity securities

 

47 

 

 

 

 

 -

 

 

 -

 

 

47 

 

 

 

 

Total AFS securities

$

21,873 

 

$

1,411 

 

$

3,263 

 

$

724 

 

$

25,136 

 

 

$

2,135 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total number of AFS securities in an unrealized loss position

 

 

 

 

 

 

 

 

 

 

 

 

2,007 

 



For information regarding our investments in VIEs, see Note 3 .



The fair value, gross unrealized losses, the portion of OTTI recognized in OCI (in millions) and number of AFS securities where the fair value had declined and remained below amortized cost by greater than 20% were as follows:







 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 



 

 

 

 

 

 

 

 

 

 

Number

 



Fair

 

Gross Unrealized

 

 

of

 



Value

 

Losses

 

OTTI

 

Securities (1)

Less than six months

$

917 

 

$

355 

 

$

 

 

 

94 

 

Six months or greater, but less than nine months

 

377 

 

 

227 

 

 

 

 

 

36 

 

Nine months or greater, but less than twelve months

 

60 

 

 

51 

 

 

 -

 

 

 

17 

 

Twelve months or greater

 

184 

 

 

128 

 

 

17 

 

 

 

58 

 

Total

$

1,538 

 

$

761 

 

$

23 

 

 

 

205 

 







 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2015

 



 

 

 

 

 

 

 

 

 

 

Number

 



Fair

 

Gross Unrealized

 

 

of

 



Value

 

Losses

 

OTTI

 

Securities (1)

Less than six months

$

1,584 

 

$

701 

 

$

 

 

 

138 

 

Six months or greater, but less than nine months

 

76 

 

 

85 

 

 

 -

 

 

 

19 

 

Nine months or greater, but less than twelve months

 

39 

 

 

38 

 

 

 -

 

 

 

 

Twelve months or greater

 

153 

 

 

83 

 

 

15 

 

 

 

60 

 

Total

$

1,852 

 

$

907 

 

$

17 

 

 

 

219 

 



(1)

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



We regularly review our investment holdings for OTTI.  Our gross unrealized losses, including the portion of OTTI recognized in OCI, on AFS securities decreased by $ 645 million for the three months ended March 31, 2016.  As discussed further below, we believe the unrealized loss position as of March 31, 2016, did not represent OTTI as (i) we did not intend to sell the fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell the fixed maturity AFS sec urities before recovery of their amortized cost; (iii) the estimated future cash flows were equal to or greater than the amortized cost of the debt securities; and (iv) we had the ability and intent to hold the equity AFS securities for a period of time sufficient for recovery. 



13


 

 

Based upon this evaluation as of March 31, 2016, management believes we have the ability to generate adequate amounts of cash from our normal operations (e.g., insurance premiums and fees and investment income) to meet cash requirements with a prudent margin of safety without requiring the sale of our temporarily-impaired securities.



As of March 31, 2016, the unrealized losses associated with our corporate bond securities were attributable primarily to widening credit spreads and rising interest rates 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 for each temporarily-impaired security.



As of March 31, 2016 ,   the unrealized losses associated with our mortgage-backed securities   (“ MBS ”) and ABS were attributable primarily to credit spreads.  We assessed credit impairment using a cash flow model that incorporates key assumptions including default rates, s everities 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, sector credit ratings 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 temporarily-impaired security.



As of March 31, 2016, 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 temporarily-impaired security .



Changes in the amount of credit loss of OTTI recognized in net income (loss) where the portion related to other factors was recognized in OCI (in millions) on fixed maturity AFS securities were as follows:







 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Balance as of beginning-of-year

$

382

 

$

380

 

Increases attributable to:

 

 

 

 

 

 

Credit losses on securities for which an OTTI was not previously recognized

 

35

 

 

13

 

Credit losses on securities for which an OTTI was previously recognized

 

5

 

 

2

 

Decreases attributable to:

 

 

 

 

 

 

Securities sold, paid down or matured

 

(9

)

 

(13

)

Balance as of end-of-period

$

413

 

$

382

 



During the three months ended March 31, 2016   and 2015, we recorded credit losses on securities for which an OTTI was not previously recognized as we determined the cash flows expected to be collected would not be sufficient to recover the entire amortized cost of the debt security.  The credit losses we recorded on securities for which an OTTI was not previously recognized were attributable primarily to one or a combination of the following reasons:



·

Failure of the issuer of the security to make scheduled payments;

·

Deterioration of creditworthiness of the issuer;

·

Deterioration of conditions specifically related to the security;

·

Deterioration of fundamentals of the industry in which the issuer operates; and

·

Deterioration of the rating of the security by a rating agency.



We recognize the OTTI attributed to the noncredit portion as a separate component in OCI referred to as unrealized OTTI on AFS securities. 



14


 

 

Details of the amount of credit loss of OTTI recognized in net income (loss) for which a portion related to other factors was recognized in OCI (in millions), were as follows:





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 



 

 

 

Net

 

 

 

 

 

 



 

 

 

Unrealized

 

 

 

 

OTTI in

 



Amortized

 

Gain/(Loss)

 

Fair

 

Credit

 



Cost

 

Position

 

Value

 

Losses

 

Corporate bonds

$

85

 

$

(21

)

$

64

 

$

63

 

ABS

 

200

 

 

7

 

 

207

 

 

108

 

RMBS

 

372

 

 

1

 

 

373

 

 

194

 

CMBS

 

33

 

 

3

 

 

36

 

 

42

 

CLOs

 

12

 

 

1

 

 

13

 

 

5

 

State and municipal bonds

 

4

 

 

(1

)

 

3

 

 

1

 

Total

$

706

 

$

(10

)

$

696

 

$

413

 









 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2015

 



 

 

 

Net

 

 

 

 

 

 



 

 

 

Unrealized

 

 

 

 

OTTI in

 



Amortized

 

Gain/(Loss)

 

Fair

 

Credit

 



Cost

 

Position

 

Value

 

Losses

 

Corporate bonds

$

31

 

$

(2

)

$

29

 

$

28

 

ABS

 

199

 

 

13

 

 

212

 

 

108

 

RMBS

 

365

 

 

12

 

 

377

 

 

193

 

CMBS

 

34

 

 

4

 

 

38

 

 

48

 

CLOs

 

11

 

 

3

 

 

14

 

 

5

 

Total

$

640

 

$

30

 

$

670

 

$

382

 



Mortgage Loans on Real Estate



See Note 1 in our 2015 Form 10-K for information regarding our accounting policy relating to mortgage loans on real estate.



Mortgage loans on real estate principally involve commercial real estate.  The commercial loans are geographically diversified throughout the U.S. with the largest concentrations in California and Texas, which accounted for 21 % and 10 %, respectively, of mortgage loans on real estate as of March 31, 2016 , and December 31, 201 5 .



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





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

As of

 

As of



March 31,

December 31,



 

2016

 

 

2015

 

Current

 

$

8,916

 

 

$

8,677

 

Valuation allowance associated with impaired mortgage loans on real estate

 

 

(2

)

 

 

(2

)

Unamortized premium (discount)

 

 

2

 

 

 

3

 

Total carrying value

 

$

8,916

 

 

$

8,678

 



The number of impaired mortgage loans on real estate, each of which had an associated specific valuation allowance, and the carrying value of impaired mortgag e loans on real estate (dollars in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

As of

 

 

As of

 



March 31,

December 31,



 

2016

 

 

2015

 

Number of impaired mortgage loans on real estate

 

2

 

 

2

 



 

 

 

 

 

 

 

 

Principal balance of impaired mortgage loans on real estate

 

$

8

 

 

$

8

 

Valuation allowance associated with impaired mortgage loans on real estate

 

 

(2

)

 

 

(2

)

Carrying value of impaired mortgage loans on real estate

 

$

6

 

 

$

6

 



15


 

 

The changes in the valuation allowance associated with impaired mortgage loans on real estate (in millions) were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

For the Three

 



 

Months Ended

 



 

March 31,

 



 

2016

 

 

2015

 

Balance as of beginning-of-year

 

$

 

 

$

 

Additions

 

 

 -

 

 

 

 -

 

Charge-offs, net of recoveries

 

 

 -

 

 

 

 -

 

Balance as of end-of-period

 

$

 

 

$

 



Additional information related to impaired mortgage loans on real estate (in millions) was as follows:





 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

For the Three

 



 

Months Ended

 



 

March 31,

 



 

2016

 

2015

 

Average carrying value for impaired mortgage loans on real estate

 

$

 

$

23 

 

Interest income recognized on impaired mortgage loans on real estate

 

 

 -

 

 

 -

 

Interest income collected on impaired mortgage loans on real estate

 

 

 -

 

 

 -

 



As described in Note 1 in our 2015 F orm 10-K, we use the loan-to-value and debt-service coverage ratios as credit quality indicators for our mortgage loans, which were as follows (dollars in millions):





 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 

As of December 31, 2015

 



 

 

 

 

 

Debt-

 

 

 

 

 

 

Debt-

 



 

 

 

 

 

Service

 

 

 

 

 

 

Service

 



Carrying

 

% of

 

Coverage

 

Carrying

 

% of

 

Coverage

 

Loan-to-Value Ratio

Value

 

Total

 

Ratio

 

Value

 

Total

 

Ratio

 

Less than 65%

$

7,896 

 

88.5% 

 

2.06

 

$

7,718 

 

88.9% 

 

2.06

 

65% to 74%

 

715 

 

8.0% 

 

1.68

 

 

653 

 

7.5% 

 

1.60

 

75% to 100%

 

300 

 

3.4% 

 

0.84

 

 

301 

 

3.5% 

 

0.83

 

Greater than 100%

 

 

0.1% 

 

1.05

 

 

 

0.1% 

 

1.05

 

Total mortgage loans on real estate

$

8,916 

 

100.0% 

 

 

 

$

8,678 

 

100.0% 

 

 

 



Alternative Investments 



As of March 31, 2016 , and December 31 , 201 5 , alternative investments included investments in 1 92 and 190 different partnerships, respectively, and the portfolio represented approximately   1% of our overall invested assets.



Realized Gain (Loss) Related to Certain Investments



The detail of the realized gain (loss) related to certain investments (in millions) was as follows:





 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Fixed maturity AFS securities: (1)

 

 

 

 

 

 

Gross gains

$

54

 

$

2

 

Gross losses

 

(98

)

 

(16

)

Equity AFS securities:

 

 

 

 

 

 

Gross gains

 

 -

 

 

 -

 

Gross losses

 

 -

 

 

 -

 

Gain (loss) on other investments

 

(60

)

 

(7

)

Associated amortization of DAC, VOBA, DSI and DFEL

 

 

 

 

 

 

and changes in other contract holder funds

 

(3

)

 

(6

)

Total realized gain (loss) related to certain investments, pre-tax

$

(107

)

$

(27

)



(1)

These amounts are represented net of related fair value hedging activity.  See Note 5 for more information.

16


 

 

Details underlying write-downs taken as a result of OTTI (in millions) that were recognized in net income (loss) and included in realized gain (loss) on AFS securities above, and the portion of OTTI recognized in OCI (in millions) were as follows:





 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

OTTI Recognized in Net Income (Loss)

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

Corporate bonds

$

(36

)

$

(11

)

ABS

 

(2

)

 

(2

)

RMBS

 

(2

)

 

(2

)

Gross OTTI recognized in net income (loss)

 

(40

)

 

(15

)

Associated amortization of DAC, VOBA, DSI and DFEL

 

4

 

 

2

 

Net OTTI recognized in net income (loss), pre-tax

$

(36

)

$

(13

)



 

 

 

 

 

 

Portion of OTTI Recognized in OCI

 

 

 

 

 

 

Gross OTTI recognized in OCI

$

26

 

$

9

 

Change in DAC, VOBA, DSI and DFEL

 

(6

)

 

(2

)

Net portion of OTTI recognized in OCI, pre-tax

$

20

 

$

7

 



Determination of Credit L osses on Corporate Bonds and ABS



As of March 31, 2016 , and December 31, 2015, we reviewed our corporate bond and ABS portfolios for potential shortfall in contractual principal and interest based on numerous subjective and objective inputs.   The factors used to determine the amount of credit loss for each individual security, include, but are not limited to, near term risk, substantial discrepancy between book and market value, sector or company-specific volatility, negative operating trends and trading levels wider than peers.



Credit ratings express opinions about the credit quality of a security.  Securities rated investment grade, that is those rated BBB- or higher by Standard & Poor’s (“S&P”) Rating Services 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 March 31, 2016, and   December 31, 2015, 95% and 96% , respectively, of the fair value of our corporate bond portfolio was rated investment grade.  As of March 31, 2016, and December 31, 2015, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of  $ 4.1 billion and $3.6 billion, respectively, and a fair value of $ 3.5 billion and $ 3.3 billion, respectively.  As of March 31, 2016 , and December 31, 2015 ,   96% of the fair value of our ABS portfolio was rated investment grade.  As of March 31, 2016 , and December 31, 2015, the portion of our ABS portfolio rated below investment grade had an amortized cost of  $ 106 million and $ 107 million, respectively, and a   fair value of $89 million and $ 92 million , respectively .  Based upon the analysis discussed above, we believe as of March 31, 2016 , and December 31, 2015, that we would recover the amortized cost of each fixed maturity security.



Determination of Credit Losses on MBS



As of March 31, 2016 , and December 31, 2015, default rates were projected by considering underlying MBS loan performance and collateral type.  Projected default rates on existing delinquencies vary between approximately 10% to 100% depending on loan type and severity of delinquency status.  In addition, we estimate the potential contributions of currently performing loans that may become delinquent in the future based on the change in delinquencies and loan liquidations experienced in the recent history.  Finally, we develop a default rate timing curve by aggregating the defaults for all loans in the pool (delinquent loans, foreclosure and real estate owned and new delinquencies from currently performing loans) and the associated loan-level loss severities. 



We use certain available loan characteristics such as lien status, loan sizes and occupancy to estimate the loss severity of loans.  Second lien loans are assigned 100% severity, if defaulted.  For first lien loans, we assume a minimum of 30% severity with higher severity assumed for investor properties and further adjusted by housing price assumptions.  With the default rate timing curve and loan-level loss severity, we derive the future expected credit losses.



17


 

 

Payables for Collateral on Investments



The carrying value of the payables for collateral on investments (in millions) included on our Consolidated Balance Sheets and the fair value of the related investments or collateral consisted of the following:





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 



As of March 31, 2016

 

As of December 31, 2015

 



Carrying

 

Fair

 

Carrying

 

Fair

 



Value

 

Value

 

Value

 

Value

 

Collateral payable for derivative investments (1)

$

2,159 

 

$

2,159 

 

$

1,387 

 

$

1,387 

 

Securities pledged under securities lending agreements (2)

 

246 

 

 

237 

 

 

242 

 

 

231 

 

Securities pledged under repurchase agreements (3)

 

507 

 

 

562 

 

 

673 

 

 

739 

 

Investments pledged for Federal Home Loan Bank of

 

 

 

 

 

 

 

 

 

 

 

 

Indianapolis (“FHLBI”) (4)

 

2,105 

 

 

2,978 

 

 

2,355 

 

 

3,391 

 

Total payables for collateral on investments

$

5,017 

 

$

5,936 

 

$

4,657 

 

$

5,748 

 



(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.  See Note 5 for additional information.

(2)

Our pledged securities under securities lending agreements are included in fixed maturity AFS securities on our 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 securities under repurchase agreements are included in fixed maturity AFS securities on our Consolidated Balance Sheets.  We obtain collateral in an amount equal 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.

(4)

Our pledged investments for FHLBI are included in fixed maturity AFS securities and mortgage loans on real estate on our 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 of mortgage loans on real estate.  The cash received in these transactions is primarily invested in cash and invested cash or fixed maturity AFS securities.



Increase (decrease) in payables for collateral on investments (in millions ) consisted of the following:





 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Collateral payable for derivative investments

$

772

 

$

378

 

Securities pledged under securities lending agreements

 

4

 

 

 -

 

Securities pledged under repurchase agreements

 

(166

)

 

9

 

Investments pledged for FHLBI

 

(250

)

 

250

 

Total increase (decrease) in payables for collateral on investments

$

360

 

$

637

 





18


 

 

The remaining contractual maturities of repurchase agreements and securities lending transactions accounted for as secured borrowings were as follows:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 



As of March 31, 2016

 



Overnight and Continuous

 

Up to 30 Days

 

30 -   90 Days

 

Greater Than 90 Days

 

Total

 

Repurchase Agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

$

 -

 

$

 -

 

$

 -

 

$

250 

 

$

250 

 

Corporate bonds

 

 -

 

 

 -

 

 

100 

 

 

152 

 

 

252 

 

Total

 

 -

 

 

 -

 

 

100 

 

 

402 

 

 

502 

 

Securities Lending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

246 

 

 

 -

 

 

 -

 

 

 -

 

 

246 

 

Total

 

246 

 

 

 -

 

 

 -

 

 

 -

 

 

246 

 

Total secured borrowings

$

246 

 

$

 -

 

$

100 

 

$

402 

 

$

748 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross amount of recognized liabilities for repurchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

agreements and securities lending

 

 

 

 

 

 

 

 

 

 

 

 

$

748 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts related to agreements not included

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in offsetting disclosures

 

 

 

 

 

 

 

 

 

 

 

 

$

 -

 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2015

 



Overnight and Continuous

 

Up to 30 Days

 

30 -   90 Days

 

Greater Than 90 Days

 

Total

 

Repurchase Agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

$

 -

 

$

 -

 

$

 -

 

$

250 

 

$

250 

 

Corporate bonds

 

 -

 

 

 -

 

 

275 

 

 

148 

 

 

423 

 

Total

 

 -

 

 

 -

 

 

275 

 

 

398 

 

 

673 

 

Securities Lending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

242 

 

 

 -

 

 

 -

 

 

 -

 

 

242 

 

Total

 

242 

 

 

 -

 

 

 -

 

 

 -

 

 

242 

 

Total secured borrowings

$

242 

 

$

 -

 

$

275 

 

$

398 

 

$

915 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross amount of recognized liabilities for repurchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

agreements and securities lending

 

 

 

 

 

 

 

 

 

 

 

 

$

914 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts related to agreements not included

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in offsetting disclosures

 

 

 

 

 

 

 

 

 

 

 

 

$

 -

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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 record the fair value of the collateral received and a related obligation to return the collateral in the financial statements.  In addition, we receive securities in connection with securities borrowing agreements that we are permitted to sell or re-pledge.  As of March 31, 2016, the fair value of all collateral received that we are permitted to sell or re-pledge was $ 178 million.  We have not sold or re-pledged this collateral.



Investment Commitments



As of March 31, 2016 , our investment commitments were $ 1.4 billion, which included $ 732 million of LPs, $ 480 million of mortgage loans on real estate and $205 million of private placement securities.



Concentrations of Financial Instruments



As of March 31, 2016, and December 31 , 2015, our most significant investments in one issuer were our investments in securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $ 1.8 billion, or 2 % of our invested assets portfolio, and our investments in securities issued by Fannie Mae with a fair value of $ 1.2 billion , or 1 % of our invested assets portfolio. 



As of March 31, 2016, and December 31, 2015, our most significant investments in one industry were our investments in securities in the utilities industry with a fair value of $13.3 billion and $ 12.8 billion, respectively, or 13 % of our invested assets portfolio, and our

19


 

 

investments in securities in the consumer non-cyclical industry with a fair value of $ 13.3 billion and  $ 12.0 billion, respectively ,   or 13 %   and 12 %, respectively, of our invested assets portfolio .  These concentrations include both AFS and trading securities.

5.  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, default risk, basis risk and credit risk.  See Note 1 in our 2015 Form 10-K for a detailed discussion of the accounting treatment for derivative instruments.  See Note 6 in our 2015 Form 10-K for a detailed discussion of our derivative instruments and use of them in our overall risk management strategy, which information is incorporated herein by reference.  See Note 12 for additional disclosures related to the fair value of our derivative instruments and Note 3 for derivative instruments related to our consolidated VIEs.



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 March 31, 2016

 

As of December 31, 2015

 



Notional

 

Fair Value

 

Notional

 

Fair Value

 



Amounts

 

Asset

 

Liability

 

Amounts

 

Asset

 

Liability

 

Qualifying Hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts (1)

$

2,873 

 

$

215 

 

$

210 

 

$

2,937 

 

$

192 

 

$

46 

 

Foreign currency contracts (1)

 

942 

 

 

90 

 

 

14 

 

 

910 

 

 

84 

 

 

 

Total cash flow hedges

 

3,815 

 

 

305 

 

 

224 

 

 

3,847 

 

 

276 

 

 

48 

 

Fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts (1)

 

1,517 

 

 

365 

 

 

251 

 

 

1,529 

 

 

269 

 

 

198 

 

Non-Qualifying Hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts (1)

 

80,003 

 

 

2,179 

 

 

504 

 

 

71,898 

 

 

1,088 

 

 

330 

 

Foreign currency contracts (1)

 

74 

 

 

 -

 

 

 -

 

 

74 

 

 

 -

 

 

 -

 

Equity market contracts (1)

 

30,044 

 

 

626 

 

 

627 

 

 

27,882 

 

 

680 

 

 

269 

 

Credit contracts (2)

 

103 

 

 

 -

 

 

12 

 

 

103 

 

 

 -

 

 

 

Embedded derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLB reserves (2)

 

 -

 

 

 -

 

 

1,916 

 

 

 -

 

 

 -

 

 

953 

 

Reinsurance related (3)

 

 -

 

 

 -

 

 

111 

 

 

 -

 

 

 -

 

 

87 

 

Indexed annuity and IUL contracts (4)

 

 -

 

 

 -

 

 

1,088 

 

 

 -

 

 

 -

 

 

1,100 

 

Total derivative instruments

$

115,556 

 

$

3,475 

 

$

4,733 

 

$

105,333 

 

$

2,313 

 

$

2,994 

 



(1)

Reported in derivative investments and other liabilities on our Consolidated Balance Sheets.

(2)

Reported in other liabilities on our Consolidated Balance Sheets.

(3)

Reported in reinsurance related embedded derivatives on our Consolidated Balance Sheets.

(4)

Reported in future contract benefits on our Consolidated Balance Sheets.



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





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Remaining Life as of March 31, 2016

 



Less Than

 

1 - 5

 

6 - 10

 

11 - 30

 

Over 30

 

 

 



1 Year

 

Years

 

Years

 

Years

 

Years

 

Total

 

Interest rate contracts (1)

$

10,685 

 

$

33,426 

 

$

23,461 

 

$

15,608 

 

$

1,213 

 

$

84,393 

 

Foreign currency contracts (2)

 

120 

 

 

120 

 

 

327 

 

 

449 

 

 

 -

 

 

1,016 

 

Equity market contracts

 

19,766 

 

 

7,880 

 

 

2,097 

 

 

17 

 

 

284 

 

 

30,044 

 

Credit contracts

 

103 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

103 

 

Total derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

with notional amounts

$

30,674 

 

$

41,426 

 

$

25,885 

 

$

16,074 

 

$

1,497 

 

$

115,556 

 



(1)

As of March 31, 2016, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was April 2067 .

(2)

As of March 31, 2016, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was December 2045 .



20


 

 

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





 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Unrealized Gain (Loss) on Derivative Instruments

 

 

 

 

 

 

Balance as of beginning-of-year

$

132

 

$

139

 

Other comprehensive income (loss):

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period:

 

 

 

 

 

 

Cash flow hedges:

 

 

 

 

 

 

Interest rate contracts

 

(144

)

 

(150

)

Foreign currency contracts

 

15

 

 

42

 

Change in foreign currency exchange rate adjustment

 

(11

)

 

37

 

Change in DAC, VOBA, DSI and DFEL

 

(4

)

 

 -

 

Income tax benefit (expense)

 

50

 

 

25

 

Less:

 

 

 

 

 

 

Reclassification adjustment for gains (losses)

 

 

 

 

 

 

included in net income (loss):

 

 

 

 

 

 

Cash flow hedges:

 

 

 

 

 

 

Interest rate contracts (1)

 

1

 

 

(197

)

Interest rate contracts (2)

 

 -

 

 

1

 

Foreign currency contracts (1)

 

2

 

 

2

 

Foreign currency contracts (3)

 

4

 

 

 -

 

Associated amortization of DAC, VOBA, DSI and DFEL

 

(1

)

 

1

 

Income tax benefit (expense)

 

(2

)

 

68

 

Balance as of end-of-period

$

34

 

$

218

 



(1)

The OCI offset is reported within net investment income on our Consolidated Statements of Comprehensive Income (Loss).

(2)

The OCI offset is reported within interest and debt expense on our Consolidated Statements of Comprehensive Income (Loss).

(3)

The OCI offset is reported within realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).





21


 

 

The gains (losses) on derivative instruments (in millions) recorded within income (loss) from continuing operations on our Consolidated Statements of Comprehensive Income (Loss) were as follows:





 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

2015

 

 

Qualifying Hedges

 

 

 

 

 

 

 

Cash flow hedges:

 

 

 

 

 

 

 

Interest rate contracts (1)

$

1

 

$

 -

 

 

Foreign currency contracts (1)

 

2

 

 

2

 

 

Foreign currency contracts (2)

 

4

 

 

 -

 

 

Total cash flow hedges

 

7

 

 

2

 

 

Fair value hedges:

 

 

 

 

 

 

 

Interest rate contracts (1)

 

(8

)

 

(7

)

 

Interest rate contracts (3)

 

8

 

 

9

 

 

Interest rate contracts (2)

 

(53

)

 

(230

)

 

Total fair value hedges

 

(53

)

 

(228

)

 

Non-Qualifying Hedges

 

 

 

 

 

 

 

Interest rate contracts (2)

 

975

 

 

441

 

 

Foreign currency contracts (2)

 

4

 

 

(1

)

 

Equity market contracts (2)

 

(330

)

 

(231

)

 

Equity market contracts (4)

 

(1

)

 

5

 

 

Credit contracts (2)

 

(3

)

 

 -

 

 

Embedded derivatives:

 

 

 

 

 

 

 

GLB reserves (2)

 

(963

)

 

(378

)

 

Reinsurance related (2)

 

(24

)

 

(15

)

 

Indexed annuity and IUL contracts (2)

 

6

 

 

(38

)

 

Total derivative instruments

$

(382

)

$

(443

)

 



(1)

Reported in net investment income on our Consolidated Statements of Comprehensive Income (Loss).

(2)

Reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

(3)

Reported in interest and debt expense on our Consolidated Statements of Comprehensive Income (Loss).

(4)

Reported in commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss).



Gains (losses) recognized as a component of OCI (in millions) on derivative instruments designated and qualifying as cash flow hedges were as follows:





 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Offset to net investment income

$

 

$

 

Offset to realized gain (loss)

 

 

 

 -

 

Offset to interest and debt expense

 

 -

 

 

 



 

 

 

 

 

 

As of March 31, 2016, $ 15 million of the deferred net gains ( losses ) on derivative instruments in A OCI 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 three months ended March 31, 2016 and 201 5 , 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.







22


 

 

Information related to our open credit default swap s for which we are the seller (dollars in millions) was as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2016

 



 

 

 

 

 

Credit

 

 

 

 

 

 

 

 

 



 

Reason

 

Nature

 

Rating of

 

Number

 

 

 

 

Maximum

 



 

for

 

of

Underlying

of

 

Fair

 

Potential

 

Maturity

 

Entering

 

Recourse

Obligation (1)

Instruments

 

Value (2)

 

Payout

 

12/20/2016 (3)

 

(4)

 

(5)

 

BB+

 

2

 

$

(1

)

$

45

 

3/20/2017 (3)

 

(4)

 

(5)

 

BB

 

3

 

 

(11

)

 

58

 



 

 

 

 

 

 

 

5

 

$

(12

)

$

103

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 



 

 

 

 

 

Credit

 

 

 

 

 

 

 

 

 



 

Reason

 

Nature

 

Rating of

 

Number

 

 

 

 

Maximum

 



 

for

 

of

Underlying

of

 

Fair

 

Potential

 

Maturity

 

Entering

 

Recourse

Obligation (1)

Instruments

 

Value (2)

 

Payout

 

12/20/2016 (3)

 

(4)

 

(5)

 

BBB-

 

2

 

$

(2

)

$

45

 

3/20/2017 (3)

 

(4)

 

(5)

 

BBB-

 

3

 

 

(7

)

 

58

 



 

 

 

 

 

 

 

5

 

$

(9

)

$

103

 



(1)

Represents average credit ratings based on the midpoint of the applicable ratings among Moody’s, S&P and Fitch Ratings, as scaled to the corresponding S&P ratings.

(2)

Broker quotes are used to determine the market value of these credit default swaps.

(3)

These credit default swaps were sold to a counterparty of the consolidated VIEs discussed in Note 4 in our 201 5 Form 10-K.

(4)

Credit default swaps were entered into in order to generate income by providing default protection in return for a quarterly payment.

(5)

Sellers do not have the right to demand indemnification or compensation from third parties in case of a loss (payment) on the contract.



Details underlying the associated collateral of our open credit default sw aps for which we are the seller if credit risk - related contingent features were triggered (in millions) were as follows:





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

As of

 

 

As of

 

 



March 31,

December 31,

 



 

2016

 

 

2015

 

 

Maximum potential payout

 

$

103 

 

 

$

103 

 

 

Less:  Counterparty thresholds

 

 

 -

 

 

 

 -

 

 

Maximum collateral potentially required to post

 

$

103 

 

 

$

103 

 

 



Certain of our credit default swap agreements contain contractual provisions that allow for the netting of collateral with our counterparties related to all of our collateralized financing transactions that we have outstanding.  If these netting agreements were not in place, we would have been required to post $ 12 million as of March 31, 2016.    



Credit Risk



We are exposed to credit loss in the event of non-performance by our counterparties on various derivative contracts and reflect assumptions regarding the credit or non-performance risk (“NPR”).  The NPR 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 March 31, 2016 , the NPR adjustment was less than $1 million .  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 some ISDA agreements, our insurance subsidiaries have agreed to maintain certain financial strength or claims-paying 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.  As of March 31, 2016 , our exposure was   $ 14 million. 

23


 

 

The amounts recognized (in mi llions) 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 March 31, 2016

 

As of December 31, 2015

 



 

Collateral

 

Collateral

 

Collateral

 

Collateral

 



 

Posted by

 

Posted by

 

Posted by

 

Posted by

 

S&P

 

Counter-

 

LNC

 

Counter-

 

LNC

 

Credit

 

Party

 

(Held by

 

Party

 

(Held by

 

Rating of

 

(Held by

 

Counter-

 

(Held by

 

Counter-

 

Counterparty

 

LNC)

 

Party)

 

LNC)

 

Party)

 



 

 

 

 

 

 

 

 

 

 

 

 

 

AA-

 

$

295

 

$

 -

 

$

92

 

$

 -

 

A+

 

 

56

 

 

(24

)

 

67

 

 

 -

 

A

 

 

1,377

 

 

(296

)

 

866

 

 

(143

)

A-

 

 

7

 

 

 -

 

 

11

 

 

 -

 

BBB+

 

 

424

 

 

(26

)

 

351

 

 

 -

 



 

$

2,159

 

$

(346

)

$

1,387

 

$

(143

)



Balance Sheet Offsetting



Information related to our deri vative instruments a nd the effects of offsetting on our Consolidated Balance Sheets (in millions) was as follows:    







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

As of March 31, 2016

 



 

 

 

 

Embedded

 

 

 

 



Derivative

Derivative

 

 

 

 



Instruments

Instruments

 

Total

 



 

 

 

 

 

 

 

 

 

 

 

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

Gross amount of recognized assets

 

$

3,214

 

 

$

 -

 

 

$

3,214

 

Gross amounts offset

 

 

(1,129

)

 

 

 -

 

 

 

(1,129

)

Net amount of assets

 

 

2,085

 

 

 

 -

 

 

 

2,085

 

Gross amounts not offset:

 

 

 

 

 

 

 

 

 

 

 

 

Cash collateral

 

 

(2,159

)

 

 

 -

 

 

 

(2,159

)

Net amount

 

$

(74

)

 

$

 -

 

 

$

(74

)



 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Gross amount of recognized liabilities

 

$

489

 

 

$

3,115

 

 

$

3,604

 

Gross amounts offset

 

 

(261

)

 

 

 -

 

 

 

(261

)

Net amount of liabilities

 

 

228

 

 

 

3,115

 

 

 

3,343

 

Gross amounts not offset:

 

 

 

 

 

 

 

 

 

 

 

 

Cash collateral

 

 

(346

)

 

 

 -

 

 

 

(346

)

Net amount

 

$

(118

)

 

$

3,115

 

 

$

2,997

 



24


 

 







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

As of December 31, 2015

 



 

 

 

 

Embedded

 

 

 

 



Derivative

Derivative

 

 

 

 



Instruments

Instruments

 

Total

 



 

 

 

 

 

 

 

 

 

 

 

 

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

 

Gross amount of recognized assets

 

$

2,250

 

 

$

 -

 

 

$

2,250

 

Gross amounts offset

 

 

(713

)

 

 

 -

 

 

 

(713

)

Net amount of assets

 

 

1,537

 

 

 

 -

 

 

 

1,537

 

Gross amounts not offset:

 

 

 

 

 

 

 

 

 

 

 

 

Cash collateral

 

 

(1,387

)

 

 

 -

 

 

 

(1,387

)

Net amount

 

$

150

 

 

$

 -

 

 

$

150

 



 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Gross amount of recognized liabilities

 

$

139

 

 

$

2,140

 

 

$

2,279

 

Gross amounts offset

 

 

(61

)

 

 

 -

 

 

 

(61

)

Net amount of liabilities

 

 

78

 

 

 

2,140

 

 

 

2,218

 

Gross amounts not offset:

 

 

 

 

 

 

 

 

 

 

 

 

Cash collateral

 

 

(143

)

 

 

 -

 

 

 

(143

)

Net amount

 

$

(65

)

 

$

2,140

 

 

$

2,075

 





6 .  Federal Income Taxes



The effective tax rate is the ratio of tax expense over pre-tax income (loss).  The effective tax rate was 12 % and 17% for the three months ended March 31, 2016 and 2015, respectively.  The effective tax rate on pre-tax income from continuing operations was lower than the prevailing corporate federal income tax rate.  Differences in the effective rates and the U.S. statutory rate of 35 % were the result of certain tax preferred investment income, separate account dividends-received deductions, foreign tax credits and other tax preference items. 





7.  Guaranteed Benefit Features



Information on the guaranteed death benefit (“GDB”) features outstanding (dollars in millions) was as follows:





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



As of

As of

 



March 31,

December 31,

 



 

2016 (1)

 

 

2015 (1)

 

 

Return of Net Deposits

 

 

 

 

 

 

 

 

 

Total account value

 

$

85,270 

 

 

$

85,345 

 

 

Net amount at risk (2)

 

 

1,269 

 

 

 

1,201 

 

 

Average attained age of contract holders

 

 

63 years

 

 

 

63 years

 

 



 

 

 

 

 

 

 

 

 

Minimum Return

 

 

 

 

 

 

 

 

 

Total account value

 

$

106 

 

 

$

111 

 

 

Net amount at risk (2)

 

 

24 

 

 

 

24 

 

 

Average attained age of contract holders

 

 

75 years

 

 

 

75 years

 

 

Guaranteed minimum return

 

 

5% 

 

 

 

5% 

 

 



 

 

 

 

 

 

 

 

 

Anniversary Contract Value

 

 

 

 

 

 

 

 

 

Total account value

 

$

24,397 

 

 

$

24,659 

 

 

Net amount at risk (2)

 

 

1,359 

 

 

 

1,345 

 

 

Average attained age of contract holders

 

 

69 years

 

 

 

69 years

 

 



(1)

Our variable contracts with guarantees may offer more than one type of guarantee in each contract; therefore, the amounts listed are not mutually exclusive.

(2)

Represents the amount of death benefit in excess of the account balance that is subject to market fluctuations.



25


 

 

The determination of GDB liabilities is based on models that involve a range of scenarios and assumptions, including those regarding expected market rates of return and volatility, contract surrender rates and mortality experience.  The following summarizes the balances of and changes in the liabilities for GDBs (in millions), which were recorded in future contract benefits on our Consolidated Balance Sheets:





 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

2015

 

 

Balance as of beginning-of-year

$

115

 

$

89

 

 

Changes in reserves

 

15

 

 

6

 

 

Benefits paid

 

(14

)

 

(6

)

 

Balance as of end-of-period

$

116

 

$

89

 

 



Variable Annuity Contracts



Account balances of variable annuity contracts with guarantees (in millions) were invested in separate account investment options as follows:





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

As of

 

 

As of

 

 



 

March 31,

 

December 31,

 



 

2016

 

 

2015

 

 

Asset Type

 

 

 

 

 

 

 

 

 

Domestic equity

 

$

48,364 

 

 

$

48,362 

 

 

International equity

 

 

18,060 

 

 

 

18,382 

 

 

Bonds

 

 

26,485 

 

 

 

26,492 

 

 

Money market

 

 

13,155 

 

 

 

13,057 

 

 

Total

 

$

106,064 

 

 

$

106,293 

 

 



 

 

 

 

 

 

 

 

 

Percent of total variable annuity

 

 

 

 

 

 

 

 

 

separate account values

 

 

99% 

 

 

 

99% 

 

 



Secondary Guarantee Products



Future contract benefits and other contract holder funds include reserves for our secondary guarantee products sold through our Life Insurance segment.  These UL and VUL products with secondary guarantees represented 35 % of total life insurance in-force reserves as of March 31, 2016 ,   and 29% of total sales for the three months ended March 31, 2016 .



8.  Contingencies and Commitments



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

 

LNC and its subsidiaries are 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 reasonably possible verdicts 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 March 31, 2016 .  While the potential future charges could be material in the particular quarterly or annual periods in which they are recorded, based on

26


 

 

information currently known by management, management does not believe any such charges are likely to have a material adverse effect on LNC’s financial condition.



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 March 31, 2016, 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 $50   million.



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 .



On July 23, 2012, The L incoln N ational L ife Insurance Company was added as a noteholder defendant to a putative class action adversary proceeding (“adversary proceeding”) captioned Lehman Brothers Special Financing, Inc. v. Bank of America, N.A. et al., Adv. Pro. No. 10-03547 (JMP) and instituted under In re Lehman Brothers Holdings Inc. in the United States Bankruptcy Court in the Southern District of New York.  Plaintiff Lehman Brothers Special Financing Inc. sought to recover funds paid out to noteholders in accordance with the note agreements related to certain collateralized debt obligation transactions.  To avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, we have reached a confidential agreement to settle this matter.  We expect the case to be dismissed on the filing of a Stipulation of Dismissal with Prejudice.



Se e Note 13 in our 2015 Form 10 -K for additional discussion of comm itments and contingencies, which information is incorporated herein by reference.



9.  Shares and Stockholders’ Equity



Common Shares



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







 

 

 

 



 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Common Stock

 

 

 

 

Balance as of beginning-of-year

243,835,893

 

256,551,440

 

Stock issued for exercise of warrants

24,813

 

946,926

 

Stock compensation/issued for benefit plans

660,605

 

1,473,401

 

Retirement/cancellation of shares

(5,516,059

)

(6,043,265

)

Balance as of end-of-period

239,005,252

 

252,928,502

 



 

 

 

 

Common Stock as of End-of-Period

 

 

 

 

Basic basis

239,005,252

 

252,928,502

 

Diluted basis

242,238,533

 

257,232,725

 



Our common stock is without par value.



27


 

 

Average Shares



A reconciliation of the denominator (number of shares) in the calculations of basic and diluted earnings (loss) per common share was as follows:



 

 

 

 



 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Weighted-average shares, as used in basic calculation

241,676,363

 

255,495,650

 

Shares to cover exercise of outstanding warrants

1,101,947

 

1,852,122

 

Shares to cover non-vested stock

1,121,727

 

1,493,614

 

Average stock options outstanding during the period

1,806,644

 

3,842,146

 

Assumed acquisition of shares with assumed proceeds

 

 

 

 

from exercising outstanding warrants

(291,520

)

(350,927

)

Assumed acquisition of shares with assumed

 

 

 

 

proceeds and benefits from exercising stock

 

 

 

 

options (at average market price for the period)

(1,332,808

)

(2,747,382

)

Shares repurchasable from measured but

 

 

 

 

unrecognized stock option expense

(1,103

)

(60,519

)

Average deferred compensation shares

1,039,929

 

1,037,000

 

Weighted-average shares, as used in diluted calculation

245,121,179

 

260,561,704

 



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 earnings per share (“EPS”), such options will be shown in the table above.



We have participants in our deferred compensation plans who selected LNC stock as the measure for the investment return attributable to all or a portion of their deferral amounts.  For the three months ended March 31, 2016 and 2015, the effect of settling this obligation in LNC stock (“equity classification”) was more dilutive than the scenario of settling in cash (“liability classification”).  Therefore, for our EPS calculation for these periods, we added the shares to the denominator and adjusted the numerator to present net income as if the shares had been accounted for under equity classification by removing the mark-to-market adjustment included in net income attributable to these deferred units of LNC stock.  The amount of this adjustment was $7 million and   $1   million for the three months ended March 31, 2016 and 2015, respectively.



28


 

 

AOCI



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







 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Unrealized Gain (Loss) on AFS Securities

 

 

 

 

 

 

Balance as of beginning-of-year

$

991

 

$

3,213

 

Unrealized holding gains (losses) arising during the period

 

2,469

 

 

1,150

 

Change in foreign currency exchange rate adjustment

 

7

 

 

(34

)

Change in DAC, VOBA, DSI, future contract benefits and other contract holder funds

 

(661

)

 

(200

)

Income tax benefit (expense)

 

(641

)

 

(322

)

Less:

 

 

 

 

 

 

Reclassification adjustment for gains (losses) included in net income (loss)

 

(44

)

 

184

 

Associated amortization of DAC, VOBA, DSI and DFEL

 

(2

)

 

(7

)

Income tax benefit (expense)

 

16

 

 

(62

)

Balance as of end-of-period

$

2,195

 

$

3,692

 

Unrealized OTTI on AFS Securities

 

 

 

 

 

 

Balance as of beginning-of-year

$

26

 

$

26

 

(Increases) attributable to:

 

 

 

 

 

 

Gross OTTI recognized in OCI during the period

 

(26

)

 

(9

)

Change in DAC, VOBA, DSI and DFEL

 

6

 

 

2

 

Income tax benefit (expense)

 

7

 

 

3

 

Decreases attributable to:

 

 

 

 

 

 

Changes in fair value, sales, maturities or other settlements of AFS securities

 

(14

)

 

(3

)

Change in DAC, VOBA, DSI and DFEL

 

4

 

 

(2

)

Income tax benefit (expense)

 

3

 

 

2

 

Balance as of end-of-period

$

6

 

$

19

 

Unrealized Gain (Loss) on Derivative Instruments

 

 

 

 

 

 

Balance as of beginning-of-year

$

132

 

$

139

 

Unrealized holding gains (losses) arising during the period

 

(129

)

 

(108

)

Change in foreign currency exchange rate adjustment

 

(11

)

 

37

 

Change in DAC, VOBA, DSI and DFEL

 

(4

)

 

 -

 

Income tax benefit (expense)

 

50

 

 

25

 

Less:

 

 

 

 

 

 

Reclassification adjustment for gains (losses) included in net income (loss)

 

7

 

 

(194

)

Associated amortization of DAC, VOBA, DSI and DFEL

 

(1

)

 

1

 

Income tax benefit (expense)

 

(2

)

 

68

 

Balance as of end-of-period

$

34

 

$

218

 

Foreign Currency Translation Adjustment

 

 

 

 

 

 

Balance as of beginning-of-year

$

(5

)

$

(3

)

Foreign currency translation adjustment arising during the period

 

(2

)

 

(1

)

Balance as of end-of-period

$

(7

)

$

(4

)

Funded Status of Employee Benefit Plans

 

 

 

 

 

 

Balance as of beginning-of-year

$

(299

)

$

(279

)

Adjustment arising during the period

 

2

 

 

8

 

Income tax benefit (expense)

 

 -

 

 

(1

)

Balance as of end-of-period

$

(297

)

$

(272

)



29


 

 

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







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

 

2015

 

 

Unrealized Gain (Loss) on AFS Securities

 

 

 

 

 

 

 

 

Gross reclassification

$

(44

)

 

$

184

 

Total realized gain (loss)

Associated amortization of DAC, 

 

 

 

 

 

 

 

 

VOBA, DSI and DFEL

 

(2

)

 

 

(7

)

Total realized gain (loss)

Reclassification before income

 

 

 

 

 

 

 

Income (loss) from continuing

tax benefit (expense)

 

(46

)

 

 

177

 

operations before taxes

Income tax benefit (expense)

 

16

 

 

 

(62

)

Federal income tax expense (benefit)

Reclassification, net of income tax

$

(30

)

 

$

115

 

Net income (loss)



 

 

 

 

 

 

 

 

Unrealized OTTI on AFS Securities

 

 

 

 

 

 

 

 

Gross reclassification

$

 -

 

 

$

(3

)

Total realized gain (loss)

Change in DAC, VOBA, DSI and DFEL

 

 -

 

 

 

(2

)

Total realized gain (loss)

Reclassification before income

 

 

 

 

 

 

 

Income (loss) from continuing

tax benefit (expense)

 

 -

 

 

 

(5

)

operations before taxes

Income tax benefit (expense)

 

 -

 

 

 

2

 

Federal income tax expense (benefit)

Reclassification, net of income tax

$

 -

 

 

$

(3

)

Net income (loss)



 

 

 

 

 

 

 

 

Unrealized Gain (Loss) on Derivative Instruments

 

 

 

 

 

 

Gross reclassifications:

 

 

 

 

 

 

 

 

Interest rate contracts

$

1

 

 

$

(197

)

Net investment income

Interest rate contracts

 

 -

 

 

 

1

 

Interest and debt expense

Foreign currency contracts

 

6

 

 

 

2

 

Net investment income

Total gross reclassifications

 

7

 

 

 

(194

)

 

Associated amortization of DAC,

 

 

 

 

 

 

 

 

VOBA, DSI and DFEL

 

(1

)

 

 

1

 

Commissions and other expenses

Reclassifications before income

 

 

 

 

 

 

 

Income (loss) from continuing

tax benefit (expense)

 

6

 

 

 

(193

)

operations before taxes

Income tax benefit (expense)

 

(2

)

 

 

68

 

Federal income tax expense (benefit)

Reclassification, net of income tax

$

4

 

 

$

(125

)

Net income (loss)







30


 

 

10.  Realized Gain (Loss)



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







 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Total realized gain (loss) related to certain investments (1)

$

(107

)

$

(27

)

Realized gain (loss) on the mark-to-market on certain instruments (2)

 

8

 

 

12

 

Indexed annuity and IUL contracts net derivatives results: (3)

 

 

 

 

 

 

Gross gain (loss)

 

(23

)

 

(26

)

Associated amortization of DAC, VOBA, DSI and DFEL

 

1

 

 

5

 

Variable annuity net derivatives results: (4)

 

 

 

 

 

 

Gross gain (loss)

 

11

 

 

(15

)

Associated amortization of DAC, VOBA, DSI and DFEL

 

(4

)

 

4

 

Realized gain (loss) on sale of subsidiaries/businesses (5)

 

 -

 

 

(1

)

Total realized gain (loss)

$

(114

)

$

(48

)



(1)

See “Realized Gain (Loss) Related to Certain Investments” section in Note 4.

(2)

Represents changes in the fair values of certain derivative investments (not including those associated with our variable and indexed annuity and IUL contracts net derivatives results), reinsurance related embedded derivatives and trading securities.

(3)

Represents the net difference between the change in the fair value of the S&P 500 Index ® call options that we hold and the change in the fair value of the embedded derivative liabilities of our indexed annuity and IUL contracts along with changes in the fair value of embedded derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods for our indexed annuity products.

(4)

Includes the net difference in the change in embedded derivative reserves of our guaranteed living benefits (“GLB”) riders and the change in the fair value of the derivative investments we own to hedge the change in embedded derivative reserves on our GLB riders and the benefit ratio unlocking on our GLB and GDB riders, including the cost of purchasing the hedging instruments.

(5)

See Note 3 in our 2015 Form 10-K for more information.



 

11 .  Stock-Based Compensation Plans



We sponsor stock-based compensation plans for our employees and directors and for the employees and agents of our subsidiaries that provide for the grant of stock options, performance shares (performance-vested shares as opposed to service-vested shares), stock a ppreciation rights (“SARs”), restricted stock units (“RSUs”) and deferred stock units (“DSUs”) .  We issue new shares to satisfy option exercises.



LNC stock-based awards granted were as follows:







 

 

 

 



 

 

 

 



 

For the

 

 



 

Three

 

 



 

Months

 

 



 

Ended

 

 



March 31,

 



 

2016

 

 

10-year LNC stock options

 

776,895 

 

 

Performance shares

 

291,298 

 

 

RSUs

 

755,642 

 

 

Non-employee:

 

 

 

 

SARs

 

63,807 

 

 

Agent stock options

 

92,150 

 

 

Director DSUs

 

10,526 

 

 





31


 

 

12 Fair Value of Financial Instruments



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







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 

As of December 31, 2015

 



Carrying

 

Fair

 

Carrying

 

Fair

 



Value

 

Value

 

Value

 

Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities

$

88,064

 

$

88,064

 

$

84,964

 

$

84,964

 

VIEs’ fixed maturity securities

 

599

 

 

599

 

 

598

 

 

598

 

Equity securities

 

245

 

 

245

 

 

237

 

 

237

 

Trading securities

 

1,864

 

 

1,864

 

 

1,854

 

 

1,854

 

Mortgage loans on real estate

 

8,916

 

 

9,350

 

 

8,678

 

 

8,936

 

Derivative investments (1)

 

2,085

 

 

2,085

 

 

1,537

 

 

1,537

 

Other investments (2)

 

2,048

 

 

2,048

 

 

1,778

 

 

1,778

 

Cash and invested cash

 

3,177

 

 

3,177

 

 

3,146

 

 

3,146

 

Other assets – reinsurance recoverable

 

433

 

 

433

 

 

268

 

 

268

 

Separate account assets

 

123,506

 

 

123,506

 

 

123,619

 

 

123,619

 



 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Future contract benefits – indexed annuity

 

 

 

 

 

 

 

 

 

 

 

 

and IUL contracts embedded derivatives

 

(1,088

)

 

(1,088

)

 

(1,100

)

 

(1,100

)

Other contract holder funds:

 

 

 

 

 

 

 

 

 

 

 

 

Remaining guaranteed interest and similar contracts

 

(678

)

 

(678

)

 

(687

)

 

(687

)

Account values of certain investment contracts

 

(30,771

)

 

(35,831

)

 

(30,392

)

 

(34,618

)

Long-term debt

 

(5,650

)

 

(5,350

)

 

(5,553

)

 

(5,505

)

Reinsurance related embedded derivatives

 

(111

)

 

(111

)

 

(87

)

 

(87

)

VIEs’ liabilities – derivative instruments

 

 -

 

 

 -

 

 

(4

)

 

(4

)

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Credit default swaps

 

(12

)

 

(12

)

 

(9

)

 

(9

)

Derivative liabilities (1)

 

(216

)

 

(216

)

 

(69

)

 

(69

)

GLB reserves embedded derivatives (3)

 

(1,916

)

 

(1,916

)

 

(953

)

 

(953

)



(1)

We have master netting agreements with each of our derivative counterparties, which allow for the netting of our derivative asset and liability positions by counterparty.

(2)

Includes credit default swaps in an asset position associated with consolidated VIEs.

(3)

Portions of our GLB reserves embedded derivatives are ceded to third-party reinsurance counterparties.  Refer to Note 5 for additional detail.



Valuation Methodologies and Associated Inputs for Financial Instruments Not Carried at Fair Value



The following discussion outlines the methodologies and assumptions used to determine the fair value of our financial instruments not carried at fair value on our Consolidated Balance Sheets.  Considerable judgment is required to develop these assumptions used to measure fair value.  Accordingly, the estimates shown are not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of our financial instruments.



Mortgage Loans on Real Estate



The fair value of mortgage loans on real estate 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, loan-to-value, 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 are classified as Level 2 within the fair value hierarchy.



Other Investments



The carrying value of our assets classified as other investments approximates fair value.   Other investments include s 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.   The inputs used to measure the fair value of our LPs and other privately held investments

32


 

 

are classified as Level 3 within the fair value hierarchy.   Other investments also includes securities that are not LPs or other privately held investments and the inputs used to measure the fair value of these securities are classified as Level 1 within the fair value hierarchy.



Other Contract Holder Funds



Other contract holder funds include remaining guaranteed interest and similar contracts and account values of certain investment contracts.  The fair value for the remaining guaranteed interest and similar contracts is estimated using discounted cash flow calculations as of the balance sheet date.  These calculations are based on interest rates currently offered on similar contracts with maturities that are consistent with those remaining for the contracts being valued.  As of March 31, 2016 , and December 31, 2015 , the remaining guaranteed interest and similar contracts carrying value approximated fair value.  The fair value of the account values of certain investment contracts is based on their approximate surrender value as of the balance sheet date.  The inputs used to measure the fair value of our other contract holder funds are classified as Level 3 within the fair value hierarchy.



Short-Term and Long-Term Debt    



The fair value of short -term and long-term debt is based on quoted market prices The inputs used to measure the fair value of our short-term and long-term debt are classified as Level 2 within the fair value hierarchy.   



Financial Instruments Carried at Fair Value



We did not have any assets or liabilities measured at fair value on a nonrecurring basis as of March 31, 2016 , or December 31, 2015 , and we noted no changes in our valuation met hodologies between these periods .  

33


 

 

The following summarizes our financial instruments carried at fair value (in millions) on a recurring basis by the fair value hierarchy levels described in “Summary of Significant Accounting Policies” in Note 1 of our 2015 Form 10-K:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of March 31, 2016

 



 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Prices

 

 

 

 

 

 

 

 

 

 

 

 

 



 

in Active

 

 

 

 

 

 

 

 

 

 

 

 

 



Markets for

Significant

Significant

 

 

 

 



 

Identical

 

Observable

Unobservable

 

Total

 



 

Assets

 

 

Inputs

 

 

Inputs

 

 

Fair

 



 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

 -

 

 

$

73,712

 

 

$

2,185

 

 

$

75,897

 

ABS

 

 

 -

 

 

 

1,015

 

 

 

44

 

 

 

1,059

 

U.S. government bonds

 

 

436

 

 

 

14

 

 

 

 -

 

 

 

450

 

Foreign government bonds

 

 

 -

 

 

 

421

 

 

 

111

 

 

 

532

 

RMBS

 

 

 -

 

 

 

3,678

 

 

 

1

 

 

 

3,679

 

CMBS

 

 

 -

 

 

 

340

 

 

 

9

 

 

 

349

 

CLOs

 

 

 -

 

 

 

37

 

 

 

591

 

 

 

628

 

State and municipal bonds

 

 

 -

 

 

 

4,744

 

 

 

 -

 

 

 

4,744

 

Hybrid and redeemable preferred securities

 

 

48

 

 

 

586

 

 

 

92

 

 

 

726

 

VIEs’ fixed maturity securities

 

 

 -

 

 

 

599

 

 

 

 -

 

 

 

599

 

Equity AFS securities

 

 

9

 

 

 

69

 

 

 

167

 

 

 

245

 

Trading securities

 

 

162

 

 

 

1,628

 

 

 

74

 

 

 

1,864

 

Derivative investments (1)

 

 

 -

 

 

 

2,657

 

 

 

818

 

 

 

3,475

 

Other investments (2)

 

 

151

 

 

 

 -

 

 

 

2

 

 

 

153

 

Cash and invested cash

 

 

 -

 

 

 

3,177

 

 

 

 -

 

 

 

3,177

 

Other assets – reinsurance recoverable

 

 

 -

 

 

 

 -

 

 

 

433

 

 

 

433

 

Separate account assets

 

 

996

 

 

 

122,510

 

 

 

 -

 

 

 

123,506

 

Total assets

 

$

1,802

 

 

$

215,187

 

 

$

4,527

 

 

$

221,516

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future contract benefits – indexed annuity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and IUL contracts embedded derivatives

 

$

 -

 

 

$

 -

 

 

$

(1,088

)

 

$

(1,088

)

Long-term debt

 

 

 -

 

 

 

(1,203

)

 

 

 -

 

 

 

(1,203

)

Reinsurance related embedded derivatives

 

 

 -

 

 

 

(111

)

 

 

 -

 

 

 

(111

)

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit default swaps

 

 

 -

 

 

 

 -

 

 

 

(12

)

 

 

(12

)

Derivative liabilities (1)

 

 

 -

 

 

 

(978

)

 

 

(628

)

 

 

(1,606

)

GLB reserves embedded derivatives

 

 

 -

 

 

 

 -

 

 

 

(1,916

)

 

 

(1,916

)

Total liabilities

 

$

 -

 

 

$

(2,292

)

 

$

(3,644

)

 

$

(5,936

)



34


 

 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of December 31, 2015

 



 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Prices

 

 

 

 

 

 

 

 

 

 

 

 

 



 

in Active

 

 

 

 

 

 

 

 

 

 

 

 

 



Markets for

Significant

Significant

 

 

 

 



 

Identical

 

Observable

Unobservable

 

Total

 



 

Assets

 

 

Inputs

 

 

Inputs

 

 

Fair

 



 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

60

 

 

$

70,878

 

 

$

1,993

 

 

$

72,931

 

ABS

 

 

 -

 

 

 

1,056

 

 

 

45

 

 

 

1,101

 

U.S. government bonds

 

 

412

 

 

 

17

 

 

 

 -

 

 

 

429

 

Foreign government bonds

 

 

 -

 

 

 

413

 

 

 

111

 

 

 

524

 

RMBS

 

 

 -

 

 

 

3,727

 

 

 

1

 

 

 

3,728

 

CMBS

 

 

 -

 

 

 

366

 

 

 

10

 

 

 

376

 

CLOs

 

 

 -

 

 

 

38

 

 

 

551

 

 

 

589

 

State and municipal bonds

 

 

 -

 

 

 

4,480

 

 

 

 -

 

 

 

4,480

 

Hybrid and redeemable preferred securities

 

 

48

 

 

 

664

 

 

 

94

 

 

 

806

 

VIEs’ fixed maturity securities

 

 

 -

 

 

 

598

 

 

 

 -

 

 

 

598

 

Equity AFS securities

 

 

8

 

 

 

65

 

 

 

164

 

 

 

237

 

Trading securities

 

 

160

 

 

 

1,621

 

 

 

73

 

 

 

1,854

 

Other investments

 

 

148

 

 

 

 -

 

 

 

 -

 

 

 

148

 

Derivative investments (1)

 

 

 -

 

 

 

1,459

 

 

 

853

 

 

 

2,312

 

Cash and invested cash

 

 

 -

 

 

 

3,146

 

 

 

 -

 

 

 

3,146

 

Other assets – reinsurance recoverable

 

 

 -

 

 

 

 -

 

 

 

268

 

 

 

268

 

Separate account assets

 

 

1,053

 

 

 

122,566

 

 

 

 -

 

 

 

123,619

 

Total assets

 

$

1,889

 

 

$

211,094

 

 

$

4,163

 

 

$

217,146

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future contract benefits – indexed annuity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and IUL contracts embedded derivatives

 

$

 -

 

 

$

 -

 

 

$

(1,100

)

 

$

(1,100

)

Long-term debt

 

 

 -

 

 

 

(1,203

)

 

 

 -

 

 

 

(1,203

)

Reinsurance related embedded derivatives

 

 

 -

 

 

 

(87

)

 

 

 -

 

 

 

(87

)

VIEs’ liabilities – derivative instruments

 

 

 -

 

 

 

 -

 

 

 

(4

)

 

 

(4

)

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit default swaps

 

 

 -

 

 

 

 -

 

 

 

(9

)

 

 

(9

)

Derivative liabilities (1)

 

 

 -

 

 

 

(546

)

 

 

(298

)

 

 

(844

)

GLB reserves embedded derivatives

 

 

 -

 

 

 

 -

 

 

 

(953

)

 

 

(953

)

Total liabilities

 

$

 -

 

 

$

(1,836

)

 

$

(2,364

)

 

$

(4,200

)



(1)

Derivative investment assets and liabilities presented within the fair value hierarchy are presented on a gross basis by derivative type and not on a master netting basis by counterparty.

(2)

Includes credit default swaps in an asset position associated with consolidated VIEs.

35


 

 

The following summarizes changes to our financial instruments carried at fair value (in millions) and classified within Level 3 of the fair value hierarchy.  This summary excludes any effect of amortization of def erred acquisition costs (“DAC”), value of business acquired (“VOBA”), deferred sales inducements (“DSI”) and deferred front-end loads (“DFEL”) .  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.











 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the Three Months Ended March 31, 2016

 



 

 

 

 

 

 

Gains

Issuances,

Transfers

 

 

 

 



 

 

 

Items

 

(Losses)

 

Sales,

 

Into or

 

 

 

 



 

 

 

Included

 

in

Maturities,

Out

 

 

 

 



Beginning

 

in

 

OCI

Settlements,

of

 

Ending

 



Fair

 

Net

 

and

 

Calls,

 

Level 3,

 

Fair

 



Value

 

Income

 

Other (1)

 

Net

 

Net (2)

 

Value

 

Investments: (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

1,993

 

$

6

 

$

18

 

$

28

 

$

140

 

$

2,185

 

ABS

 

45

 

 

 -

 

 

(1

)

 

 -

 

 

 -

 

 

44

 

Foreign government bonds

 

111

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

111

 

RMBS

 

1

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

1

 

CMBS

 

10

 

 

 -

 

 

 -

 

 

(1

)

 

 -

 

 

9

 

CLOs

 

551

 

 

 -

 

 

2

 

 

38

 

 

 -

 

 

591

 

Hybrid and redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

preferred securities

 

94

 

 

 -

 

 

(2

)

 

 -

 

 

 -

 

 

92

 

Equity AFS securities

 

164

 

 

 -

 

 

(1

)

 

4

 

 

 -

 

 

167

 

Trading securities

 

73

 

 

1

 

 

2

 

 

(1

)

 

(1

)

 

74

 

Derivative investments

 

555

 

 

(440

)

 

92

 

 

(17

)

 

 -

 

 

190

 

Other investments (4)

 

 -

 

 

2

 

 

 -

 

 

 -

 

 

 -

 

 

2

 

Other assets – reinsurance recoverable (5)

 

268

 

 

165

 

 

 -

 

 

 -

 

 

 -

 

 

433

 

Future contract benefits – indexed annuity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and IUL contracts embedded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

derivatives (5)

 

(1,100

)

 

7

 

 

 -

 

 

5

 

 

 -

 

 

(1,088

)

VIEs’ liabilities – derivative instruments (4)

 

(4

)

 

4

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit default swaps (4)

 

(9

)

 

(3

)

 

 -

 

 

 -

 

 

 -

 

 

(12

)

GLB reserves embedded derivatives (5)

 

(953

)

 

(963

)

 

 -

 

 

 -

 

 

 -

 

 

(1,916

)

Total, net

$

1,799

 

$

(1,221

)

$

110

 

$

56

 

$

139

 

$

883

 

36


 

 











 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the Three Months Ended March 31, 2015

 



 

 

 

 

 

 

Gains

Issuances,

Transfers

 

 

 

 



 

 

 

Items

 

(Losses)

 

Sales

 

Into or

 

 

 

 



 

 

 

Included

 

in

Maturities,

Out

 

 

 

 



Beginning

 

in

 

OCI

Settlements,

of

 

Ending

 



Fair

 

Net

 

and

 

Calls,

 

Level 3,

 

Fair

 



Value

 

Income

 

Other (1)

 

Net

 

Net (2)

 

Value

 

Investments: (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

1,953

 

$

3

 

$

(31

)

$

29

 

$

79

 

$

2,033

 

ABS

 

33

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

33

 

Foreign government bonds

 

109

 

 

 -

 

 

4

 

 

 -

 

 

 -

 

 

113

 

RMBS

 

1

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

1

 

CMBS

 

15

 

 

1

 

 

2

 

 

(3

)

 

 -

 

 

15

 

CLOs

 

368

 

 

 -

 

 

3

 

 

45

 

 

 -

 

 

416

 

Hybrid and redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

preferred securities

 

55

 

 

 -

 

 

 -

 

 

 -

 

 

20

 

 

75

 

Equity AFS securities

 

157

 

 

 -

 

 

2

 

 

(24

)

 

 -

 

 

135

 

Trading securities

 

73

 

 

1

 

 

2

 

 

(1

)

 

 -

 

 

75

 

Derivative investments

 

989

 

 

(94

)

 

48

 

 

(94

)

 

 -

 

 

849

 

Other assets –   reinsurance recoverable (5)

 

154

 

 

50

 

 

 -

 

 

 -

 

 

 -

 

 

204

 

Future contract benefits – indexed annuity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and IUL contracts embedded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

derivatives (5)

 

(1,170

)

 

(38

)

 

 -

 

 

28

 

 

 -

 

 

(1,180

)

VIEs’ liabilities – derivative instruments (4)

 

(13

)

 

8

 

 

 -

 

 

 -

 

 

 -

 

 

(5

)

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit default swaps (4)

 

(3

)

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(3

)

GLB reserves embedded derivatives (5)

 

(174

)

 

(378

)

 

 -

 

 

 -

 

 

 -

 

 

(552

)

Total, net

$

2,547

 

$

(447

)

$

30

 

$

(20

)

$

99

 

$

2,209

 



(1)

The changes in fair value of the interest rate swaps are offset by an adjustment to derivative investments (see Note 5).

(2)

Transfers into or out of Level 3 for AFS and trading securities are displayed at amortized cost as of the beginning-of-year.  For AFS    and trading securities, the difference between beginning-of-year amortized cost and beginning -of-year fair value was included in OCI and earnings, respectively, in the prior period.

(3)

Amortization and accretion of premiums and discounts are included in net investment income on our Consolidated Statements of Comprehensive Income (Loss).  Gains (losses) from sales, maturities, settlements and calls and OTTI are included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

(4)

The changes in fair value of the credit default swaps and contingency forwards are included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

(5)

Gains (losses) from sales, maturities, settlements and calls are included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).



37


 

 

The following provides the components of the items included in issuances, sales, maturities, settlements and calls, net, excluding any effect of amortization of DAC, VOBA, DSI and DFEL and changes in future contract benefits, (in millions) as reported above:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the Three Months Ended March 31, 2016

 



Issuances

 

Sales

 

Maturities

Settlements

Calls

 

Total

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

116

 

$

9

 

$

(4

)

$

(36

)

$

(57

)

$

28

 

CMBS

 

 -

 

 

(1

)

 

 -

 

 

 -

 

 

 -

 

 

(1

)

CLOs

 

40

 

 

 -

 

 

 -

 

 

(2

)

 

 -

 

 

38

 

Equity AFS securities

 

4

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

4

 

Trading securities

 

 -

 

 

 -

 

 

 -

 

 

(1

)

 

 -

 

 

(1

)

Derivative investments

 

40

 

 

(43

)

 

(14

)

 

 -

 

 

 -

 

 

(17

)

Future contract benefits – indexed annuity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and IUL contracts embedded derivatives

 

(26

)

 

 -

 

 

 -

 

 

31

 

 

 -

 

 

5

 

Total, net

$

174

 

$

(35

)

$

(18

)

$

(8

)

$

(57

)

$

56

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the Three Months Ended March 31, 2015

 



Issuances

 

Sales

 

Maturities

Settlements

Calls

 

Total

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

63

 

$

(1

)

$

 -

 

$

(26

)

$

(7

)

$

29

 

CMBS

 

 -

 

 

 -

 

 

 -

 

 

(2

)

 

(1

)

 

(3

)

CLOs

 

47

 

 

 -

 

 

 -

 

 

(2

)

 

 -

 

 

45

 

Equity AFS securities

 

 -

 

 

(24

)

 

 -

 

 

 -

 

 

 -

 

 

(24

)

Trading securities

 

 -

 

 

 -

 

 

 -

 

 

(1

)

 

 -

 

 

(1

)

Derivative investments

 

40

 

 

(47

)

 

(87

)

 

 -

 

 

 -

 

 

(94

)

Future contract benefits – indexed annuity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and IUL contracts embedded derivatives

 

(14

)

 

 -

 

 

 -

 

 

42

 

 

 -

 

 

28

 

Total, net

$

136

 

$

(72

)

$

(87

)

$

11

 

$

(8

)

$

(20

)

























The following summarizes changes in unrealized gains (losses) included in net income, excluding any effect of amortization of DAC, VOBA, DSI and DFEL and changes in future contract benefits, related to financial instruments carried at fair value classified within Level 3 that we still held (in millions):





 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

2015

 

 

Derivative investments

$

(393

)

$

(95

)

 

Other investments    

 

2

 

 

 -

 

 

Embedded derivatives:

 

 

 

 

 

 

 

Indexed annuity and IUL contracts

 

(23

)

 

(26

)

 

GLB reserves

 

(824

)

 

(161

)

 

VIEs’ liabilities – derivative instruments

 

4

 

 

8

 

 

Credit default swaps

 

(3

)

 

 -

 

 

Total, net (1)

$

(1,237

)

$

(274

)

 



(1)

Included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss). 

38


 

 

T he following provides the components of the transfers in to and out of Level 3 (in millions) as reported above:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



For the Three

 

For the Three

 



Months Ended

 

Months Ended

 



March 31, 2016

 

March 31, 2015

 



Transfers

 

Transfers

 

 

 

 

Transfers

 

Transfers

 

 

 

 



Into

 

Out of

 

 

 

 

Into

 

Out of

 

 

 

 



Level 3

 

Level 3

 

Total

 

Level 3

 

Level 3

 

Total

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

164

 

$

(24

)

$

140

 

$

80

 

$

(1

)

$

79

 

Hybrid and redeemable preferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

 -

 

 

 -

 

 

 -

 

 

25

 

 

(5

)

 

20

 

Trading securities

 

 -

 

 

(1

)

 

(1

)

 

 -

 

 

 -

 

 

 -

 

Total, net

$

164

 

$

(25

)

$

139

 

$

105

 

$

(6

)

$

99

 









Transfers in to and out of Level 3 are generally the result of observable market information on a security no longer being available or becoming available to our pricing vendors.  For the three months ended March 31, 201 6 and 201 5 , transfers in and out of Level 3 were attributable primarily to the securities’ observable market information no longer being available or becoming available.  Transfers in to and out of Levels 1 and 2 are generally the result of a change in the type of input used to measure the fair value of an asset or liability at the end of the reporting period.  When quoted prices in active markets become available, transfers from Level 2 to Level 1 will result.  When quoted prices in active markets become unavailable, but we are able to employ a valuation methodology using significant observable inputs, transfers from Level 1 to Level 2 will result.  For the three months ended March 31, 2016 and 2015 , the transfers between Levels 1 and 2 of the fair value hierarchy were   less than $1 million for our financial instruments carried at fair value.

39


 

 

T he following summarizes the fair value (in millions), valuation techniques and significant unobservable inputs of the Level 3 fair value measurements as of March 31, 2016 :







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Fair

 

Valuation

 

Significant

 

Assumption or

 



Value

 

Technique

 

Unobservable Inputs

 

Input Ranges

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity AFS and trading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

$

1,517

 

Discounted cash flow

 

Liquidity/duration adjustment (1)

 

0.7

%

 

 

19.1

%

 

ABS

 

25

 

Discounted cash flow

 

Liquidity/duration adjustment (1)

 

3.3

%

 

-

3.3

%

 

Foreign government bonds

 

77

 

Discounted cash flow

 

Liquidity/duration adjustment (1)

 

2.1

%

 

-

4.4

%

 

Hybrid and redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

preferred securities

 

20

 

Discounted cash flow

 

Liquidity/duration adjustment (1)

 

2.5

%

 

-

2.5

%

 

Equity AFS and trading securities

 

27

 

Discounted cash flow

 

Liquidity/duration adjustment (1)

 

4.3

%

 

-

5.8

%

 

Other assets – reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

recoverable

 

433

 

Discounted cash flow

 

Long-term lapse rate (2)

 

1

%

 

-

30

%

 



 

 

 

 

 

 

Utilization of guaranteed withdrawals (3)

90

%

 

-

100

%

 



 

 

 

 

 

 

Claims utilization factor (4)

 

60

%

 

-

100

%

 



 

 

 

 

 

 

Premiums utilization factor (4)

 

70

%

 

-

120

%

 



 

 

 

 

 

 

NPR (5)

 

0.04

%

 

-

0.51

%

 



 

 

 

 

 

 

Mortality rate (6)

 

 

 

 

 

(8)

 

 



 

 

 

 

 

 

Volatility (7)

 

1

%

 

-

29

%

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Future contract benefits – indexed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

annuity and IUL contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

embedded derivatives

$

(1,088

)

Discounted cash flow

 

Lapse rate (2)

 

1

%

 

-

15

%

 



 

 

 

 

 

 

Mortality rate (6)

 

 

 

 

 

(8)

 

 

Other liabilities – GLB reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

embedded derivatives

 

(1,916

)

Discounted cash flow

 

Long-term lapse rate (2)

 

1

%

 

-

30

%

 



 

 

 

 

 

 

Utilization of guaranteed withdrawals (3)

90

%

 

-

100

%

 



 

 

 

 

 

 

Claims utilization factor (4)

 

60

%

 

-

100

%

 



 

 

 

 

 

 

Premiums utilization factor (4)

 

70

%

 

-

120

%

 



 

 

 

 

 

 

NPR (5)

 

0.04

%

 

-

0.51

%

 



 

 

 

 

 

 

Mortality rate (6)

 

 

 

 

 

(8)

 

 



 

 

 

 

 

 

Volatility (7)

 

1

%

 

-

29

%

 



(1)

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.

(2)

The lapse rate input represents the estimated probability of a contract surrendering during a year, and thereby forgoing any future benefits.  The range for indexed annuity and IUL contracts represents the lapse rates during the surrender charge period.

(3)

The utilization of guaranteed withdrawals input represents the estimated percentage of contract holders that utilize the guaranteed withdrawal feature.

(4)

The utilization factors are applied to the present value of claims or premiums, as appropriate, in the GLB reserve calculation to estimate the impact of inefficient withdrawal behavior, including taking less than or more than the maximum guaranteed withdrawal.

(5)

The NPR input represents the estimated additional credit spread that market participants would apply to the market observable discount rate when pricing a contract.

(6)

The mortality rate 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.

(7)

The volatility input represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets.  Fair value of the variable annuity GLB embedded derivatives would increase if higher volatilities were used for valuation.

(8)

The mortality rate is based on a combination of company and industry experience, adjusted for improvement factors.



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

40


 

 

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. 



Changes in any of the significant inputs presented in the table above may result 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 result in a decrease in the fair value measurement.

·

Indexed annuity and IUL contracts embedded derivatives – An increase in the lapse rate or mortality rate inputs would result in a decrease in the fair value measurement. 

·

GLB reserves embedded derivatives – Assuming our GLB reserves embedded derivatives are in a liability position:  an increase in our lapse rate, NPR or mortality rate inputs would result in a decrease in the fair value measurement; and an increase in the utilization of guarantee withdrawal or volatility inputs would result 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 will not affect the other inputs. 



As part of our on going valuation process, we assess the reasonableness of our valuation techniques or models and make adjustments as necessary.  For more information, see “Summary of Significant Accounting Policies” in Note 1 of our 2015 Form 10-K .



13 .  Segment Information



We provide products and services and report results through our Annuities, Retirement Plan Services, Life Insurance and Group Protection segments.  We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments.  Our reporting segments reflect the manner by which our chief operating decision makers view and manage the business.  See Note 2 1 of our 2015 Form 10-K for a brief description of these segments and Other Operations.



Segment operating revenues and income (loss) from operations are internal measures used by our management and Board of Directors to evaluate and assess the results of our segments.  Income (loss) from operations is GAAP net income excluding the after-tax effects of the following items, as applicable:



·

Realized gains and losses associated with the following (“excluded realized gain (loss)”):

§

Sales or disposals and impairments of securities;

§

Changes in the fair value of derivatives, embedded derivatives within certain reinsurance arrangements and trading securities;

§

Changes in the fair value of the derivatives we own to hedge our GDB riders within our variable annuities;

§

Changes in the fair value of the embedded derivatives of our GLB riders reflected within variable annuity net derivative results accounted for at fair value;

§

Changes in the fair value of the derivatives we own to hedge our GLB riders reflected within variable annuity net derivative results; and

§

Changes in the fair value of the embedded derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods for our indexed annuity products accounted for at fair value;

·

Changes in reserves resulting from benefit ratio unlocking on our GDB and GLB riders;

·

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

·

Gains (losses) on early extinguishment of debt;

·

Losses from the impairment of intangible assets;

·

Income (loss) from discontinued operations; and

·

Income (loss) from the initial adoption of new accounting standards.



Operating revenues represent GAAP revenues excluding the pre-tax effects of the following items, as applicable:



·

Excluded realized gain (loss);

·

Revenue adjustments from the initial adoption of new accounting standards;

·

Amortization of DFEL arising from changes in GDB and GLB benefit ratio unlocking; and

·

Amortization of deferred gains arising from reserve changes on business sold through reinsurance.



We use our prevailing corporate federal income tax rate of 35 % while taking into account any permanent differences for events recognized differently in our financial statements and federal income tax returns when reconciling our non-GAAP measures to the most comparable GAAP measure.  Operating revenues and income (loss) from operations do not replace revenues and net income as the GAAP measures of our consolidated results of operations.

41


 

 

Segment information (in millions) was as follows:







 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Revenues

 

 

 

 

 

 

Operating revenues:

 

 

 

 

 

 

Annuities

$

1,039

 

$

989

 

Retirement Plan Services

 

267

 

 

273

 

Life Insurance

 

1,478

 

 

1,432

 

Group Protection

 

534

 

 

605

 

Other Operations

 

82

 

 

95

 

Excluded realized gain (loss), pre-tax

 

(158

)

 

(91

)

Amortization of deferred gain arising

 

 

 

 

 

 

from reserve changes on business

 

 

 

 

 

 

sold through reinsurance, pre-tax

 

1

 

 

1

 

Total revenues

$

3,243

 

$

3,304

 









 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Net Income (Loss)

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

Annuities

$

218

 

$

239

 

Retirement Plan Services

 

31

 

 

35

 

Life Insurance

 

75

 

 

111

 

Group Protection

 

5

 

 

(6

)

Other Operations

 

(15

)

 

(27

)

Excluded realized gain (loss), after-tax

 

(102

)

 

(60

)

Benefit ratio unlocking, after-tax

 

(4

)

 

8

 

Net income (loss)

$

208

 

$

300

 





42


 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations



The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the financial condition as of March 31, 2016 , compared with December 31, 2015 , and the results of operations for the three months ended March 31, 2016 , compared with the corresponding period in 2015 of Lincoln National Corporation and its consolidated subsidiaries.  Unless otherwise stated or the context otherwise requires, “LNC,” “Company,” “we,” “our” or “us” refers to Lincoln National Corporation and its consolidated subsidiaries.  The MD&A is provided as a supplement to, and should be read in conjunction with our consolidated financial statements and the accompanying notes to the consolidated financial statements (“Notes”) presented in “Part I – Item 1. Financial Statements”; our Form 10-K for the year ended December 31, 2015 (“ 2015 Form 10-K”), including the sections entitled “Part I – Item 1A. Risk Factors,” “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II – Item 8. Financial Statements and Supplementary Data” ;   and our current reports on Form 8-K filed in 2016 .  For more detailed information on the risks and uncertainties associated with the Company’s business activities, see the risks described in “Part I – Item 1A. Risk Factors” in our 20 15 Form 10-K as updated by “Item 1A. Risk Factors” below.



In this report, in addition to providing consolidated revenues and net income (loss), we also provide segment operating revenues and income (loss) from operations because we believe they are meaningful measures of revenues and the profitability of our operating segments.  Financial information that follows is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”), unless otherwise indicated.  See Note 1 in our 2015 Form 10-K for a discussion of GAAP.



Operating revenues and income (loss) from operations are the financial performance measures we use to evaluate and assess the results of our segments.  Accordingly, we define and report operating revenues and income (loss) from operations by segment in Note 13 .  Our management believes that operating revenues and income (loss) from operations explain the results of our ongoing businesses in a manner that allows for a better understanding of the underlying trends in our current businesses because the excluded items are unpredictable and not necessarily indicative of current operating fundamentals or future performance of the business segments, and, in many instances, decisions regarding these items do not necessarily relate to the operations of the individual segments.  In addition, we believe that our definitions of operating revenues and income (loss) from operations will provide investors with a more valuable measure of our performance because it better reveals trends in our business. 



FOR WARD-LOOKING STATEMENTS –   CAUTIONARY LANGUAGE



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



Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements.  Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others: 



·

Deterioration in general economic and business conditions that may affect account values, investment results, guaranteed benefit liabilities, premium levels, claims experience and the level of pension benefit costs, funding and investment results;

·

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

·

Because of our holding company structure, the inability of our subsidiaries to pay dividends to the holding company in sufficient amounts could harm the holding company’s ability to meet its obligations;

·

Legislative, regulatory or tax changes, both domestic and foreign, that affect: the cost of, or demand for, our subsidiaries’ products, the required amount of reserves and/or surplus, our ability to conduct business and our captive reinsurance arrangements as well as restrictions on revenue sharing and 12b ‑1 payments , the potential for U.S. federal tax reform and the impact of the Department of Labor’s (“DOL”) regulation defining fiduciary ;

·

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

·

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

·

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

·

Uncertainty about the effect of rules and regulations to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) on us and the economy and financial services sector in particular;

·

The initiation of legal or regulatory proceedings against us, and the outcome of any legal or regulatory proceedings, such as:  adverse actions related to present or past business practices common in businesses in which we compete; adverse decisions in significant

43


 

 

actions including, but not limited to, actions brought by federal and state authorities and class action cases; new decisions that result in changes in law; and unexpected trial court rulings;

·

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

·

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

·

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

·

Changes in GAAP, including convergence with International Financ ial Reporting Standards , that may result in unanticipated changes to our net income;

·

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

·

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

·

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

·

Inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others;

·

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

·

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

·

The adequacy and collectability of reinsurance that we have purchased;

·

Acts of terrorism, a pandemic, war or other man-made and natural catastrophes that may adversely affect our businesses and the cost and availability of reinsurance;

·

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

·

The unknown effect on our subsidiaries’ businesses resulting from changes in the demographics of their client base, as aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life; and

·

Loss of key management, financial planners or wholesalers.



The risks included here are not exhaustive.  Our annual report on Form 10-K, current reports on Form 8-K and other documents filed with the Securities and Exchange Commission (“SEC”) include additional factors that could affect our businesses and financial performance.  Moreover, we operate in a rapidly changing and competitive environment.  New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.



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



IN TRODUCTION



Ex ecutive Summary



We are a holding company that operates multiple insurance and retirement businesses through subsidiary companies.  Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions.  These products include fixed and indexed annuities, variable annuities, universal life insurance (“UL”), variable universal life insurance (“VUL”), linked-benefit UL, indexed universal life insurance (“IUL”), term life insurance, employer-sponsored retirement plans and services, and group life, disability and dental.



We provide products and services and report results through our Annuities, Retirement Plan Services, Life Insurance and Group Protection segments.  We also have Other Operations.  These segments and Other Operations are described in “Part I – Item 1. Business” of our 2015 Form 10-K. 



For information on how we derive our revenues, see the discussion in results of operations by segment below.



Our current market conditions, significant operational matters, industry trends, issues and outlook are described in “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” of our 2015 Form 10-K. 



For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2015 Form 10-K as updated by “Item 1A. Risk Factors” below.



44


 

 

C ritical Accounting Policies and Estimates



The MD&A included in our 2015 Form 10-K contains a detailed discussion of our critical accounting policies and estimates.  The following information updates the “Critical Accounting Policies and Estimates” provided in our 2015 Form 10-K and, accordingly, should be read in conjunction with the “Critical Accounting Policies and Estimates” discussed in our 2015 Form 10-K.



DAC, VOBA, DSI and DFEL



Reversion to the Mean



As variable fund returns do not move in a systematic manner, we reset the baseline of account values from which EGPs are projected, which we refer to as our reversion to the mean (“RTM”) process, as discussed in our 2015 Form 10-K. 



If we had unlocked our RTM assumption as of March 31, 2016 , we would have recorded a favorable unlocking of approximately $115 million, pre-tax, for Annuities, approximately $ 20 million, pre-tax, for Retirement Plan Services , and approximately $ 15 million, pre-tax, for Life Insurance.



Investments



Investment Valuation



The following summarizes our available-for-sale (“AFS”) and trading securities and derivative investments carried at fair value by pricing source and fair value hierarchy level (in millions) as of March 31, 2016 :





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Quoted

 

 

 

 

 

 

 

 

 

 

 

 



Prices

 

 

 

 

 

 

 

 

 

 

 

 



in Active

 

 

 

 

 

 

 

 

 

 

 

 



Markets for

Significant

Significant

 

 

 

 



Identical

Observable

Unobservable

 

 

 

 



Assets

Inputs

Inputs

 

Total

 



(Level 1)

(Level 2)

(Level 3)

 

Fair Value

 

Priced by third-party pricing services

 

$

806 

 

 

$

75,642 

 

 

$

 -

 

 

$

76,448 

 

Priced by independent broker quotations

 

 

 -

 

 

 

 -

 

 

 

1,801 

 

 

 

1,801 

 

Priced by matrices

 

 

 -

 

 

 

12,880 

 

 

 

 -

 

 

 

12,880 

 

Priced by other methods (1)

 

 

 -

 

 

 

 -

 

 

 

1,665 

 

 

 

1,665 

 

Total

 

$

806 

 

 

$

88,522 

 

 

$

3,466 

 

 

$

92,794 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent of total

 

 

1% 

 

 

 

95% 

 

 

 

4% 

 

 

 

100% 

 



(1)

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





For more information about the valuation of our financial instruments carried at fair value, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Critical Accounting Policies and Estimates – Investments – Investment Valuation” in our 2015 Form 10-K and Note 12 herein.



As of March 31, 2016 , we evaluated the markets that our securities trade in and concluded that none were inactive.  We will continue to re-evaluate this conclusion, as needed, based on market conditions.  We use unobservable inputs to measure the fair value of securities trading in less liquid or illiquid markets with limited or no pricing information.  We obtain broker quotes for securities such as synthetic convertibles, index-linked certificates of deposit and collateralized debt obligations (“CDOs”) when sufficient security structure or other market information is not available to produce an evaluation.  For broker-quoted only securities, non-binding quotes from market makers or broker-dealers are obtained from sources recognized as market participants.  Broker-quoted securities are based solely on receipt of updated quotes from a single market maker or a broker-dealer recognized as a market participant.  Our broker-quoted only securities are generally classified as Level 3 of the fair value hierarchy.  As of March 31, 2016 ,   we used broker quotes for 74 securities as our final price source, representing 1 % of total securities owned.



Derivatives



Our accounting policies for derivatives and the potential effect on interest spreads in a falling rate environment are discussed in Note 5 of this report and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2015 Form 10-K.



Guaranteed Living Benefits



Within our individual annuity business, approximately 67 % of our variable annuity account values contained guaranteed living benefits (“GLB”) features as of March 31, 2016 Underperforming equity markets increase our exposure to potential benefits with the GLB features.  A contract with a GLB feature is “in the money” if the contract holder’s account balance falls below the present value of

45


 

 

guaranteed withdrawal or income benefits, assuming no lapses.  As of March 31, 2016 and 2015 ,   11% and 3 %, respectively, of all in-force contracts with a GLB feature were “in the money,” and our exposure, after reinsurance, as of March 31, 2016 and 2015 , was $ 679 million and $254 million, respectively.  However, the only way the contract holder can realize the excess of the present value of benefits over the account value of the contract is through a series of withdrawals or income payments that do not exceed a maximum amount.  If, after the series of withdrawals or income payments, the account value is exhausted, the contract holder will continue to receive a series of annuity payments.  The account value can also fluctuate with equity market returns on a daily basis resulting in increases or decreases in the excess of the present value of benefits over account value.



For information on our variable annuity hedge program performance, see our discussion in “Realized Gain (Loss) and Benefit Ratio Unlocking – Variable Annuity Net Derivatives Results” below.



For information on our estimates of the potential instantaneous effect to net income, which could result from sudden changes that may occur in equity markets, interest rates and implied market volatilities, see our discussion in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Critical Accounting Policies and Estimates – Derivatives – GLB” in our 2015 Form 10-K.



RESULTS OF CONSOLIDATED OPERATIONS



Details underlying the consolidated results, de posits, net flows and account values (in millions) were as follows:  







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Net Income (Loss)

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

Annuities

$

218

 

$

239

 

-9%

 

Retirement Plan Services

 

31

 

 

35

 

-11%

 

Life Insurance

 

75

 

 

111

 

-32%

 

Group Protection

 

5

 

 

(6

)

183%

 

Other Operations

 

(15

)

 

(27

)

44%

 

Excluded realized gain (loss), after-tax

 

(102

)

 

(60

)

-70%

 

Benefit ratio unlocking, after-tax

 

(4

)

 

8

 

NM

 

Net income (loss)

$

208

 

$

300

 

-31%

 











 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Deposits

 

 

 

 

 

 

 

 

Annuities

$

2,353

 

$

2,990

 

-21%

 

Retirement Plan Services

 

1,791

 

 

1,704

 

5%

 

Life Insurance

 

1,238

 

 

1,311

 

-6%

 

Total deposits

$

5,382

 

$

6,005

 

-10%

 



 

 

 

 

 

 

 

 

Net Flows

 

 

 

 

 

 

 

 

Annuities

$

(35

)

$

196

 

NM

 

Retirement Plan Services

 

78

 

 

115

 

-32%

 

Life Insurance

 

830

 

 

888

 

-7%

 

Total net flows

$

873

 

$

1,199

 

-27%

 







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



As of March 31,

 

 

 



2016

 

2015

 

Change

 

Account Values

 

 

 

 

 

 

 

 

Annuities

$

121,731 

 

$

124,254 

 

-2%

 

Retirement Plan Services

 

54,499 

 

 

54,632 

 

0% 

 

Life Insurance

 

43,921 

 

 

42,724 

 

3% 

 

Total account values

$

220,151 

 

$

221,610 

 

-1%

 





46


 

 

Compariso n of the Three Months Ended March  3 1, 2016 to 2015



Net income de creased due primarily to the following:  



·

Unfavorable mortality in our Life Insurance   segment.

·

Higher legal expenses related to certain investments.

·

L ower prepayment and bond make-whole premiums and l ess favorable investment income on alternative investments.

·

A n increase in other-than-temporary impairment (“ OTTI ”) attributable to individual credit risks within our corporate bond holdings .

·

Decline in average account values due to lower average equity markets.

·

Spread compression due to average new money rates trailing our current portfolio yields, partially offset by actions implemented to

reduce interest crediting rates.



The decrease in net income was partially offset by the following:



·

Growth in business in force.

·

More favorable total non-medical loss ratio experience in our Group Protection segment.



RESULTS OF ANNUITIES



Inc ome (Loss) from Operations



Details underlying the results for Annuities (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Operating Revenues

 

 

 

 

 

 

 

 

Insurance premiums (1)

$

151 

 

$

79 

 

91% 

 

Fee income

 

493 

 

 

510 

 

-3%

 

Net investment income

 

251 

 

 

247 

 

2% 

 

Operating realized gain (loss) (2)

 

44 

 

 

43 

 

2% 

 

Other revenues (3)

 

100 

 

 

110 

 

-9%

 

Total operating revenues

 

1,039 

 

 

989 

 

5% 

 

Operating Expenses

 

 

 

 

 

 

 

 

Interest credited

 

140 

 

 

143 

 

-2%

 

Benefits (1)

 

216 

 

 

129 

 

67% 

 

Commissions and other expenses

 

411 

 

 

424 

 

-3%

 

Total operating expenses

 

767 

 

 

696 

 

10% 

 

Income (loss) from operations before taxes

 

272 

 

 

293 

 

-7%

 

Federal income tax expense (benefit)

 

54 

 

 

54 

 

0% 

 

Income (loss) from operations

$

218 

 

$

239 

 

-9%

 



(1)

Insurance premiums include primarily our income annuities that have a corresponding offset in   benefits .  Benefits include changes in income annuity reserves driven by premiums.

(2)

See “Realized Gain (Loss) and Benefit Ratio Unlocking” below.

(3)

Consists primarily of revenues attributable to broker-dealer services that are subject to market volatility.



Comparison of the Three Months Ended March 31, 2016 to 2015



I ncome fro m operations for this segment de creased due primarily to the following:



·

L ower fee income driven by lower average daily variable account values as a result of lower average equity markets .

·

Higher benefits attributable to an increase in the growth in benefit reserves due to lower average equity markets.



The de crease in income from operations was partially offset primarily by the following:



·

Lower commissions and other expenses driven by a decrease in amortization expense as a result of lower actual gross profits during 2016.

·

Higher net investment income, net of interest credited, driven by higher average fixed account values as a result of positive net flows, partially offset by lower prepayments and bond make-whole premiums.  

47


 

 

We provide information about this segment’s operating revenue and operating expense line items, the period in which amounts are recognized, key drivers of changes and historical details underlying the line items and their associated drivers below.



See the Variable Account Value Information table within “Fee Income” below for drivers of changes in our variable account values and the Fixed Account Value Information table within “Net Investment Income and Interest Credited” below for drivers of changes in our fixed account values.  



Additional Information



New deposits are an important component of net flows and key to our efforts to grow our business.  Although deposits do not significantly affect current period income from operations, they are an important indicator of future profitability.  For the three months ended March 31 , 201 6 ,   26% of our variable annuity deposits were on products without GLB riders ,   compared to 27 %   for the corresponding period in 201 5 .  As a result of the more volatile market environment along with uncertainty surrounding the regulatory environment, our variable annuity deposits for the first quarter of 2016 were significantly lower than the corresponding period in 2015 resulting in negative net flows for the quarter.



The other component of net flows relates to the retention of the business.  An important measure of retention is the lapse rate, which compares the amount of withdrawals to the average account values.  The overall lapse rate for our annuity products was 6 % for the three months ended March 31, 2016 , compared to 7% for the corresponding period in 2015.



Our fixed annuity business includes products with discretionary crediting rates that are reset on an annual basis and are not subject to surrender charges.  Our ability to retain annual reset annuities will be subject to current competitive conditions at the time interest rates for these products reset.  We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows into or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectations.  For information on interest rate spreads and interest rate risk, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” herein and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Interest Rate Risk on Fixed Insurance Businesses – Falling Rates” and “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” in our 2015 Form 10-K .



On April 8, 2016, the DOL released the final fiduciary advice regulation that provides for a phased implementation, the first of which will be effective April 10, 2017, with full implementation by January 1, 2018.  For information about regulatory risk including the potential impact of the DOL regulation, see “Department of Labor regulation defining fiduciary could cause changes to the manner in which we deliver products and services as well as changes in nature and amount of compensation and fees in “Item 1A. Risk Factors” below.



For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors ” in our 2015 Form 10-K as updated by “Item 1A. Risk Factors” below .



Fee Income



Details underlying fee income , account values and net flows (in millions) were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Fee Income

 

 

 

 

 

 

 

 

Mortality, expense and other assessments

$

489

 

$

503

 

-3%

 

Surrender charges

 

8

 

 

7

 

14%

 

DFEL:

 

 

 

 

 

 

 

 

Deferrals

 

(10

)

 

(8

)

-25%

 

Amortization, net of interest

 

6

 

 

8

 

-25%

 

Total fee income

$

493

 

$

510

 

-3%

 



48


 

 







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



As of or For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Variable Account Value Information

 

 

 

 

 

 

 

 

Variable annuity deposits (1)

$

1,074

 

$

1,887

 

-43%

 

Increases (decreases) in variable annuity

 

 

 

 

 

 

 

 

account values:

 

 

 

 

 

 

 

 

Net flows (1)

 

(840

)

 

(388

)

NM

 

Change in market value (1)

 

18

 

 

1,820

 

-99%

 

Transfers to the variable portion

 

 

 

 

 

 

 

 

of variable annuity products

 

 

 

 

 

 

 

 

from the fixed portion of

 

 

 

 

 

 

 

 

variable annuity products

 

718

 

 

719

 

0%

 

Variable annuity account values (1)

 

99,804

 

 

102,976

 

-3%

 

Average daily variable annuity account

 

 

 

 

 

 

 

 

values (1)

 

96,440

 

 

101,970

 

-5%

 

Average daily S&P 500

 

1,952

 

 

2,064

 

-5%

 



(1)

Excludes the fixed portion of variable.



We charge contract holders mortality and expense assessments on variable annuity accounts to cover insurance and administrative expenses.  These assessments are a function of the rates priced into the product and the average daily variable account values.  Average daily account values are driven by net flows and variable fund returns.  Charges on GLB riders are assessed based on a contractual rate that is applied either to the account value or the guaranteed amount.  In addition, for our fixed annuity contracts and for some variable contracts, we collect surrender charges when contract holders surrender their contracts during their surrender charge periods to protect us from premature withdrawals.  Fee income include s charges on both our variable and fixed annuity products, but excludes the attributed fees on our GLB rider s; see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Realized Gain (Loss) and Benefit Ratio Unlocking – Operating Realized Gain (Loss)” in our 2 01 5   Form 10-K for discussion of these attribute d fee s.



Net Investment Income and Interest Credited



Details underlying net investment income, interest credited (in millions) and our interest rate spread were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Net Investment Income

 

 

 

 

 

 

 

 

Fixed maturity securities, mortgage loans

 

 

 

 

 

 

 

 

on real estate and other, net of

 

 

 

 

 

 

 

 

investment expenses

$

215

 

$

206

 

4%

 

Commercial mortgage loan prepayment and

 

 

 

 

 

 

 

 

bond make-whole premiums (1)

 

3

 

 

10

 

-70%

 

Surplus investments (2)

 

33

 

 

31

 

6%

 

Total net investment income

$

251

 

$

247

 

2%

 



 

 

 

 

 

 

 

 

Interest Credited

 

 

 

 

 

 

 

 

Amount provided to contract holders

$

139

 

$

139

 

0%

 

DSI deferrals

 

(7

)

 

(5

)

-40%

 

Interest credited before DSI amortization

 

132

 

 

134

 

-1%

 

DSI amortization

 

8

 

 

9

 

-11%

 

Total interest credited

$

140

 

$

143

 

-2%

 



(1)

See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2)

Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities.



 

 

 

 

 

 

49


 

 



 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

Basis

 



March 31,

 

Point

 



2016

 

2015

 

Change

 

Interest Rate Spread

 

 

 

 

 

 

Fixed maturity securities, mortgage loans

 

 

 

 

 

 

on real estate and other, net of

 

 

 

 

 

 

investment expenses

4.12%

 

4.24%

 

(12

)

Commercial mortgage loan prepayment and

 

 

 

 

 

 

bond make-whole premiums

0.06%

 

0.20%

 

(14

)

Net investment income yield on reserves

4.18%

 

4.44%

 

(26

)

Interest rate credited to contract holders

2.60%

 

2.64%

 

(4

)

Interest rate spread

1.58%

 

1.80%

 

(22

)



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



As of or For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Fixed Account Value Information

 

 

 

 

 

 

 

 

Fixed annuity deposits (1)

$

1,279

 

$

1,103

 

16%

 

Increases (decreases) in fixed annuity

 

 

 

 

 

 

 

 

account values:

 

 

 

 

 

 

 

 

Net flows (1)

 

805

 

 

584

 

38%

 

Transfers from the fixed portion

 

 

 

 

 

 

 

 

of variable annuity products to

 

 

 

 

 

 

 

 

the variable portion of variable

 

 

 

 

 

 

 

 

annuity products

 

(718

)

 

(719

)

0%

 

Reinvested interest credited (1)

 

132

 

 

173

 

-24%

 

Fixed annuity account values (1)

 

21,929

 

 

21,278

 

3%

 

Average fixed account values (1)

 

21,749

 

 

20,907

 

4%

 

Average invested assets on reserves

 

20,956

 

 

19,554

 

7%

 



(1)

Includes the fixed portion of variable.



A portion of our investment income earned is credited to the contract holders of our fixed annuity products, including the fixed portion of variable annuity contracts.  We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our fixed annuity contract holders’ accounts, including the fixed portion of variable annuity contracts.  Changes in commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends.



Benefits



Benefits for this segment include changes in income annuity reserves driven by premiums, changes in benefit reserves and our expected costs associated with purchases of derivatives used to hedge our benefit ratio unlocking on benefit reserves associated with our guaranteed death benefit riders.  For a corresponding offset of changes in income annuity reserves, see footnote 1 of “Income (Loss) from Operations” above.

50


 

 

Commissions and Other Expenses



Details underlying commissions and other expenses (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Commissions and Other Expenses

 

 

 

 

 

 

 

 

Commissions:

 

 

 

 

 

 

 

 

Deferrable

$

98

 

$

129

 

-24%

 

Non-deferrable

 

120

 

 

120

 

0%

 

General and administrative expenses

 

104

 

 

103

 

1%

 

Inter-segment reimbursement associated

 

 

 

 

 

 

 

 

with reserve financing and

 

 

 

 

 

 

 

 

LOC expenses (1)

 

1

 

 

2

 

-50%

 

Taxes, licenses and fees

 

11

 

 

11

 

0%

 

Total expenses incurred, excluding

 

 

 

 

 

 

 

 

broker-dealer

 

334

 

 

365

 

-8%

 

DAC deferrals

 

(112

)

 

(147

)

24%

 

Total pre-broker-dealer expenses

 

 

 

 

 

 

 

 

incurred, excluding amortization,

 

 

 

 

 

 

 

 

net of interest

 

222

 

 

218

 

2%

 

DAC and VOBA amortization,

 

 

 

 

 

 

 

 

net of interest

 

87

 

 

100

 

-13%

 

Broker-dealer expenses incurred

 

102

 

 

106

 

-4%

 

Total commissions and other

 

 

 

 

 

 

 

 

expenses

$

411

 

$

424

 

-3%

 



 

 

 

 

 

 

 

 

DAC Deferrals

 

 

 

 

 

 

 

 

As a percentage of sales/deposits

 

4.8%

 

 

4.9%

 

 

 



(1)

Includes reimbursements to Annuities from the Life Insurance segment for reserve financing, net of expenses incurred by Annuities for its use of letters of credit (“LOCs”).  The inter-segment amounts are not reported on our Consolidated Statements of Comprehensive Income (Loss).



Commissions and other costs that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized over the lives of the contracts in relation to EGPs.  C ertain types of commissions, such as trail commissions that a re based on account values, are expensed as incurred rather than deferred and amortized.



Broker-dealer expenses that vary with and are related to sales are expensed as incurred and not deferred and amortized.  Fluctuations in these expenses correspond with fluctua tions in other revenues .



51


 

 

RESULTS OF RETIREMENT PLAN SERVICES



Inc ome (Loss) from Operations



Details underlying the results for Retirement Plan Services (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Operating Revenues

 

 

 

 

 

 

 

 

Fee income

$

55 

 

$

62 

 

-11%

 

Net investment income

 

207 

 

 

208 

 

0% 

 

Other revenues (1)

 

 

 

 

67% 

 

Total operating revenues

 

267 

 

 

273 

 

-2%

 

Operating Expenses

 

 

 

 

 

 

 

 

Interest credited

 

125 

 

 

123 

 

2% 

 

Commissions and other expenses

 

101 

 

 

102 

 

-1%

 

Total operating expenses

 

226 

 

 

225 

 

0% 

 

Income (loss) from operations before taxes

 

41 

 

 

48 

 

-15%

 

Federal income tax expense (benefit)

 

10 

 

 

13 

 

-23%

 

Income (loss) from operations

$

31 

 

$

35 

 

-11%

 



(1)

Consists primarily of mutual fund account program revenues for mid to large employers.



Comparison of the Three Months Ended March 31 , 201 6 to 201 5



Income from operations for this segment decreased due primarily to the following: 



·

Lower fee income driven by lower average daily variable account values as a result of lower average equity markets.

·

Lower net investment income, net of interest credited, driven by   lower prepayment and bond make-whole premiums and spread compression due to average new money rates trailin g our current portfolio yields, partially offset by higher average fixed account values.



We provide information about this segment’s operating revenue and operating expense line items, the period in which amounts are recognized, key drivers of changes and historical details underlying the line items and their associated drivers below.



See the Variable Account Value Information table within “Fee Income” below for drivers of changes in our variable account values and the Fixed Account Value Information table within “Net Investment Income and Interest Credited” below for drivers of changes in our fixed account values.



See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for more information on prepayment and bond make-whole premiums.



Additional Information



Net flows in this business fluctuate based on the timing of larger plans being implemented on our platform and terminating over the course of the year.

 

New deposits are an important component of net flows and key to our efforts to grow our business.  Although deposits do not significantly affect current period income from operations, they are an important indicator of future profitability.  The other component of net flows relates to the retention of the business.  An important measure of retention is the lapse rate, which compares the amount of withdrawals to the average account values.  The overall lapse rate for the business was 13% for the   three months ended March 31, 2016, compared to 12%   for the corresponding period in 2015. 



Our net flows are negatively affected by the continued net outflows from our oldest blocks of annuities business (as presented on our Account Value Roll Forward table below as “ Multi-Fund ® and Other ”), which are also our highest margin product lines in this segment, due to the fact that they are mature blocks with low distribution and servicing costs .  The proportion of these products to our total account values was 30% and 31 % as of March 31, 2016 and 2015 , respectively.  Due to this expected overall shift in business mix toward products with lower returns, a significant increase in new deposit production continues to be necessary to maintain earnings at current levels.    



52


 

 

Our fixed annuity business includes products with discretionary and index-based crediting rates that are reset on either a quarterly or semi-annual basis.  Our ability to retain quarterly or semi-annual reset annuities will be subject to current competitive conditions at the time interest rates for these products reset.  We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows into or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectations.  For information on interest rate spreads and interest rate risk, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” herein and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Interest Rate Risk on Fixed Insurance Businesses – Falling Rates” and “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased c ontract withdrawals” in our 2015 Form 10-K.



On April 8, 2016, the DOL released the final fiduciary advice regulation that provides for a phased implementation, the first of which will be effective April 10, 2017, with full implementation by January 1, 2018.     For information about regulatory risk including the potential impact of the DOL regulation, see “ Department of Labor regulation defining fiduciary could cause changes to the manner in which we deliver products and services as well as changes in nature and amount of compensation and fees in “Item 1A. Risk Factors” below.



For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our   2015 Form 10-K as updated by “Item 1A. Risk Factors” below.  



Fee Income



Details underlying fee income, account values and net flows (in millions) were as follows:

\





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Fee Income

 

 

 

 

 

 

 

 

Annuity expense assessments

$

41 

 

$

48 

 

-15%

 

Mutual fund fees

 

13 

 

 

14 

 

-7%

 

Total expense assessments

 

54 

 

 

62 

 

-13%

 

Surrender charges

 

 

 

 -

 

NM

 

Total fee income

$

55 

 

$

62 

 

-11%

 

53


 

 





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Account Value Roll Forward (1)

 

 

 

 

 

 

 

 

Small Market:

 

 

 

 

 

 

 

 

Balance as of beginning-of-year

$

8,653

 

$

8,574

 

1%

 

Gross deposits

 

458

 

 

453

 

1%

 

Withdrawals and deaths

 

(445

)

 

(472

)

6%

 

Net flows

 

13

 

 

(19

)

168%

 

Transfers between fixed and variable accounts

 

6

 

 

2

 

200%

 

Change in market value and reinvestment

 

83

 

 

119

 

-30%

 

Balance as of end-of-period

$

8,755

 

$

8,676

 

1%

 



 

 

 

 

 

 

 

 

Mid – Large Market:

 

 

 

 

 

 

 

 

Balance as of beginning-of-year

$

29,279

 

$

28,067

 

4%

 

Gross deposits

 

1,177

 

 

1,116

 

5%

 

Withdrawals and deaths

 

(962

)

 

(729

)

-32%

 

Net flows

 

215

 

 

387

 

-44%

 

Transfers between fixed and variable accounts

 

13

 

 

(15

)

187%

 

Change in market value and reinvestment

 

149

 

 

601

 

-75%

 

Balance as of end-of-period

$

29,656

 

$

29,040

 

2%

 



 

 

 

 

 

 

 

 

Multi-Fund ® and Other:

 

 

 

 

 

 

 

 

Balance as of beginning-of-year

$

16,168

 

$

16,898

 

-4%

 

Gross deposits

 

156

 

 

135

 

16%

 

Withdrawals and deaths

 

(306

)

 

(388

)

21%

 

Net flows

 

(150

)

 

(253

)

41%

 

Change in market value and reinvestment

 

70

 

 

271

 

-74%

 

Balance as of end-of-period

$

16,088

 

$

16,916

 

-5%

 



 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

Balance as of beginning-of-year

$

54,100

 

$

53,539

 

1%

 

Gross deposits

 

1,791

 

 

1,704

 

5%

 

Withdrawals and deaths

 

(1,713

)

 

(1,589

)

-8%

 

Net flows

 

78

 

 

115

 

-32%

 

Transfers between fixed and variable accounts

 

19

 

 

(13

)

246%

 

Change in market value and reinvestment

 

302

 

 

991

 

-70%

 

Balance as of end-of-period

$

54,499

 

$

54,632

 

0%

 



(1)

Includes mutual fund account values and other third-party trustee-held assets.  These items are not included in the separate accounts reported on our Consolidated Balance Sheets as we do not have any ownership interest in them.

54


 

 





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



As of or For the Three

 

 

 

 



Months Ended

 

 

 

 



March 31,

 

 

 

 



2016

 

2015

 

Change

 

 

Variable Account Value Information

 

 

 

 

 

 

 

 

 

Variable annuity deposits (1)

$

353

 

$

351

 

1%

 

 

Increases (decreases) in variable annuity

 

 

 

 

 

 

 

 

 

account values:

 

 

 

 

 

 

 

 

 

Net flows (1)

 

(112

)

 

(191

)

41%

 

 

Change in market value (1)

 

53

 

 

292

 

-82%

 

 

Transfers from the variable portion

 

 

 

 

 

 

 

 

 

of variable annuity products

 

 

 

 

 

 

 

 

 

to the fixed portion of

 

 

 

 

 

 

 

 

 

variable annuity products

 

(90

)

 

(61

)

-48%

 

 

Variable annuity account values (1)

 

13,944

 

 

15,316

 

-9%

 

 

Average daily variable annuity account

 

 

 

 

 

 

 

 

 

values (1)

 

13,386

 

 

15,275

 

-12%

 

 

Average daily S&P 500

 

1,952

 

 

2,064

 

-5%

 

 



(1)

Excludes the fixed portion of variable.



We charge expense assessments to cover insurance and administrative expenses.  Expense assessments are generally equal to a percentage of the daily variable account values.  Average daily account values are driven by net flows and the equity markets.  Our expense assessments include fees we earn for the services that we provide to our mutual fund programs.  In addition, for both our fixed and variable annuity contracts, we collect surrender charges when contract holders surrender their contracts during the surrender charge periods to protect us from premature withdrawals.



Net Investment Income and Interest Credited



Details underlying net investment income, interest credited (in millions) and our interest rate spread were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Net Investment Income

 

 

 

 

 

 

 

 

Fixed maturity securities, mortgage loans

 

 

 

 

 

 

 

 

on real estate and other, net of

 

 

 

 

 

 

 

 

investment expenses

$

191 

 

$

187 

 

2% 

 

Commercial mortgage loan prepayment and

 

 

 

 

 

 

 

 

bond make-whole premiums (1)

 

 

 

 

-71%

 

Surplus investments (2)

 

14 

 

 

14 

 

0% 

 

Total net investment income

$

207 

 

$

208 

 

0% 

 



 

 

 

 

 

 

 

 

Interest Credited

$

125 

 

$

123 

 

2% 

 



(1)

See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2)

Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities.

55


 

 





 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

Basis

 



March 31,

 

Point

 



2016

 

2015

 

Change

 

Interest Rate Spread

 

 

 

 

 

 

Fixed maturity securities, mortgage loans

 

 

 

 

 

 

on real estate and other, net of

 

 

 

 

 

 

investment expenses

4.58%

 

4.65%

 

(7

)

Commercial mortgage loan prepayment and

 

 

 

 

 

 

bond make-whole premiums

0.05%

 

0.18%

 

(13

)

Net investment income yield on reserves

4.63%

 

4.83%

 

(20

)

Interest rate credited to contract holders

2.98%

 

3.02%

 

(4

)

Interest rate spread

1.65%

 

1.81%

 

(16

)









 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



As of or For the Three

 

 

 

 



Months Ended

 

 

 

 



March 31,

 

 

 

 



2016

 

2015

 

Change

 

 

Fixed Account Value Information

 

 

 

 

 

 

 

 

 

Fixed annuity deposits (1)

$

420

 

$

418

 

0%

 

 

Increases (decreases) in fixed annuity

 

 

 

 

 

 

 

 

 

account values:

 

 

 

 

 

 

 

 

 

Net flows (1)

 

(152

)

 

(123

)

-24%

 

 

Transfers to the fixed portion of

 

 

 

 

 

 

 

 

 

variable annuity products from

 

 

 

 

 

 

 

 

 

the variable portion of variable

 

 

 

 

 

 

 

 

 

annuity products

 

90

 

 

61

 

48%

 

 

Reinvested interest credited (1)

 

123

 

 

121

 

2%

 

 

Fixed annuity account values (1)

 

16,727

 

 

16,288

 

3%

 

 

Average fixed account values (1)

 

16,633

 

 

16,244

 

2%

 

 

Average invested assets on reserves

 

16,673

 

 

16,121

 

3%

 

 



(1)

Includes the fixed portion of variable.



A portion of our investment income earned is credited to the contract holders of our fixed annuity products, including the fixed portion of variable annuity contracts.  We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our fixed annuity contract holders’ accounts, including the fixed portion of variable annuity contracts.  Commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends.



56


 

 

Commissions and Other Expenses



Details underlying commissions and other expenses (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Commissions and Other Expenses

 

 

 

 

 

 

 

 

Commissions:

 

 

 

 

 

 

 

 

Deferrable

$

3

 

$

4

 

-25%

 

Non-deferrable

 

16

 

 

16

 

0%

 

General and administrative expenses

 

76

 

 

74

 

3%

 

Taxes, licenses and fees

 

6

 

 

6

 

0%

 

Total expenses incurred

 

101

 

 

100

 

1%

 

DAC deferrals

 

(6

)

 

(7

)

14%

 

Total expenses recognized before

 

 

 

 

 

 

 

 

amortization

 

95

 

 

93

 

2%

 

DAC and VOBA amortization,

 

 

 

 

 

 

 

 

net of interest

 

6

 

 

9

 

-33%

 

Total commissions and other

 

 

 

 

 

 

 

 

expenses

$

101

 

$

102

 

-1%

 



 

 

 

 

 

 

 

 

DAC Deferrals

 

 

 

 

 

 

 

 

As a percentage of annuity sales/deposits

 

0.8%

 

 

0.9%

 

 

 



Commissions and other costs that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized over the lives of the contracts in relation to EGPs.  Certain types of commissions, such as trail commissions that are based on account values, are expensed as incurred rather than deferred and amortized.  Distribution expenses associated with the sale of mutual fund products are expensed as incurred. 





57


 

 

RESULTS OF LIFE INSURANCE



Inc ome (Loss) from Operations



Details underlying the results for Life Insurance (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Operating Revenues

 

 

 

 

 

 

 

 

Insurance premiums (1)

$

172 

 

$

149 

 

15% 

 

Fee income

 

687 

 

 

649 

 

6% 

 

Net investment income

 

611 

 

 

626 

 

-2%

 

Other revenues

 

 

 

 

0% 

 

Total operating revenues

 

1,478 

 

 

1,432 

 

3% 

 

Operating Expenses

 

 

 

 

 

 

 

 

Interest credited

 

348 

 

 

338 

 

3% 

 

Benefits

 

740 

 

 

650 

 

14% 

 

Commissions and other expenses

 

287 

 

 

288 

 

0% 

 

Total operating expenses

 

1,375 

 

 

1,276 

 

8% 

 

Income (loss) from operations before taxes

 

103 

 

 

156 

 

-34%

 

Federal income tax expense (benefit)

 

28 

 

 

45 

 

-38%

 

Income (loss) from operations

$

75 

 

$

111 

 

-32%

 



(1)

Includes term insurance premiums, which have a corresponding partial offset in benefits for changes in reserves.



Comparison of the Three Months Ended March 31, 2016 to 2015



Income from operations for this segment decreased due primarily to the following: 



·

Higher benefits due to unfavorable mortality and growth in business in force .

·

Lower net investment income, net of interest credited, driven by less favorable investment income on alternative investments and lower prepayment and bond make-whole premiums .



The decrease in i ncome from operations was partially offset by higher fee income attributable to growth in business in force.



We provide information about this segment’s operating revenue and operating expense line items, the period in which amounts are recognized, key drivers of changes and historical details underlying the line items and their associated drivers below.



See “Consolidated Investments – Alternative Investments” below for more information on alternative investments .



See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for more information on prepayment and bond make-whole premiums.



Strategies to Address Statutory Reserve Strain



Our insurance subsidiaries have statutory surplus and risk-based capital (“ RBC ”) levels above current regulatory required levels.  Term products and UL products containing secondary guarantees require reserves calculated pursuant to the Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline 38 (“AG38”) , respectively.  For information on strategies we use to reduce the statutory reserve strain caused by XXX and AG38, see “Review of Consolidated Financial Condition – Sources of Liquidity and Cash Flow – Insurance Subsidiaries’ Statutory Capital and Surplus” below.

   

Additional Information



During the first quarter of 2016, we experienced elevated mortality due primarily to claims seasonality and higher claims severity.



For information on interest rate spreads and interest rate risk, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” herein and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Interest Rate Risk on Fixed Insurance Businesses – Falling Rates” and “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” in our 2015 Form 10-K.



58


 

 

For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2015 Form 10- K as updated by “Item 1A. Risk Factors” below.  



Insurance Premiums



Insurance premiums relate to traditional products and are a function of the rates priced into the product and the level of business in force.  Business in force, in turn, is driven by sales, persistency and mortality experience.



Fee Income



Details underlying fee income, sales, net flows, account values and in-force face amount (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Fee Income

 

 

 

 

 

 

 

 

Cost of insurance assessments

$

436

 

$

405

 

8%

 

Expense assessments

 

294

 

 

277

 

6%

 

Surrender charges

 

7

 

 

11

 

-36%

 

DFEL:

 

 

 

 

 

 

 

 

Deferrals

 

(127

)

 

(111

)

-14%

 

Amortization, net of interest

 

77

 

 

67

 

15%

 

Total fee income

$

687

 

$

649

 

6%

 









 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Sales by Product

 

 

 

 

 

 

 

 

UL

$

18

 

$

20

 

-10%

 

MoneyGuard®

 

42

 

 

40

 

5%

 

IUL

 

18

 

 

15

 

20%

 

VUL

 

29

 

 

45

 

-36%

 

Term

 

25

 

 

19

 

32%

 

Total individual life sales

 

132

 

 

139

 

-5%

 

Executive Benefits

 

7

 

 

14

 

-50%

 

Total sales

$

139

 

$

153

 

-9%

 



 

 

 

 

 

 

 

 

Net Flows

 

 

 

 

 

 

 

 

Deposits

$

1,238

 

$

1,311

 

-6%

 

Withdrawals and deaths

 

(408

)

 

(423

)

4%

 

Net flows

$

830

 

$

888

 

-7%

 



 

 

 

 

 

 

 

 

Contract Holder Assessments

$

1,003

 

$

944

 

6%

 









 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



As of March 31,

 

 

 



2016

 

2015

 

Change

 

Account Values

 

 

 

 

 

 

 

 

UL

$

32,580 

 

$

31,681 

 

3% 

 

VUL

 

9,044 

 

 

8,753 

 

3% 

 

Interest-sensitive whole life

 

2,297 

 

 

2,290 

 

0% 

 

Total account values

$

43,921 

 

$

42,724 

 

3% 

 



 

 

 

 

 

 

 

 

In-Force Face Amount

 

 

 

 

 

 

 

 

UL and other

$

331,690 

 

$

324,815 

 

2% 

 

Term insurance

 

335,762 

 

 

318,832 

 

5% 

 

Total in-force face amount

$

667,452 

 

$

643,647 

 

4% 

 



Fee income relates only to interest-sensitive products and include s   cost of insurance assessments, expense assessments (net of deferrals and amortization related to DFEL) and surrender charges.  Cost of insurance and expense assessments are deducted from our contract

59


 

 

holders’ account values.  These amounts are a function of the rates priced into the product and premiums received, face amount in force and account values.  Business in force, in turn, is driven by sales, persistency and mortality experience. 



Sales are not recorded as a component of revenues (other than for traditional products) and do not have a significant effect on current quarter income from operations but are indicators of future profitability.  Generally, we have higher sales during the second half of the year with the fourth quarter being our strongest. 



Sales in the table above and as discussed above were reported as follows:



·

MoneyGuard ®, our linked-benefit product – 15% of total expected premium deposits;

·

UL, IUL and VUL   – first year commissionable premiums plus 5% of excess premiums received, including an adjustment for internal replacements of approximately 50% of commissionable premiums;

·

Executive Benefits single premium bank-owned UL and VUL, 15% of single premium deposits, and corporate owned UL and VUL, first year commissionable premiums plus 5% of excess premium received, including an adjustment for internal replacements of approximately 50% of commissionable premiums; and

·

Term – 100% of annualized first year premiums.



We monitor the regulatory environment and make changes to our product offerings as needed to sustain the future profitability of our segment.  We continue to focus on maintaining our diversified balance of life sales across all products ,   with an emphasis on products without long-term guarantees.  Individual life sales without long-term guarantees were 69% and 58% for the three months ended March 31 , 201 6 and 2015, respectively.



Net Investment Income and Interest Credited



Details underlying net investment income, interest credited (in millions) and our interest rate spread were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Net Investment Income

 

 

 

 

 

 

 

 

Fixed maturity securities, mortgage loans

 

 

 

 

 

 

 

 

on real estate and other, net of

 

 

 

 

 

 

 

 

investment expenses

$

579

 

$

570

 

2%

 

Commercial mortgage loan prepayment

 

 

 

 

 

 

 

 

and bond make-whole premiums (1)

 

7

 

 

19

 

-63%

 

Alternative investments (2)

 

(8

)

 

5

 

NM

 

Surplus investments (3)

 

33

 

 

32

 

3%

 

Total net investment income

$

611

 

$

626

 

-2%

 



 

 

 

 

 

 

 

 

Interest Credited

$

348

 

$

338

 

3%

 



(1)

See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2)

See “Consolidated Investments – Alternative Investments” below for additional information.

(3)

Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities.



60


 

 





 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

Basis

 



March 31,

 

Point

 



2016

 

2015

 

Change

 

Interest Rate Yields and Spread

 

 

 

 

 

 

Attributable to interest-sensitive products:

 

 

 

 

 

 

Fixed maturity securities, mortgage loans

 

 

 

 

 

 

on real estate and other, net of

 

 

 

 

 

 

investment expenses

5.25%

 

5.34%

 

(9

)

Commercial mortgage loan prepayment and

 

 

 

 

 

 

bond make-whole premiums

0.07%

 

0.18%

 

(11

)

Alternative investments

-0.08%

 

0.05%

 

(13

)

Net investment income yield on reserves

5.24%

 

5.57%

 

(33

)

Interest rate credited to contract holders

3.92%

 

3.89%

 

3

 

Interest rate spread

1.32%

 

1.68%

 

(36

)



 

 

 

 

 

 

Attributable to traditional products:

 

 

 

 

 

 

Fixed maturity securities, mortgage loans

 

 

 

 

 

 

on real estate and other, net of

 

 

 

 

 

 

investment expenses

5.23%

 

5.24%

 

(1

)

Commercial mortgage loan prepayment and

 

 

 

 

 

 

bond make-whole premiums

0.03%

 

0.15%

 

(12

)

Net investment income yield on reserves

5.26%

 

5.39%

 

(13

)







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Averages

 

 

 

 

 

 

 

 

Attributable to interest-sensitive products:

 

 

 

 

 

 

 

 

Invested assets on reserves

$

39,975 

 

$

38,395 

 

4% 

 

Account values – universal and whole life

 

35,335 

 

 

34,389 

 

3% 

 



 

 

 

 

 

 

 

 

Attributable to traditional products:

 

 

 

 

 

 

 

 

Invested assets on reserves

 

4,141 

 

 

4,320 

 

-4%

 



A portion of the investment income earned for this segment is credited to contract holder accounts.  Statutory reserves will typically grow at a faster rate than account values because of the AG38 reserve requirements.  Invested assets are based upon the statutory reserve liabilities and are affected by various reserve adjustments, including financing transactions providing relief from AG38 reserve requirements. These financing transactions lead to a transfer of invested assets from this segment to Other Operations.  We expect to earn a spread between what we earn on the underlying general account investments and what we credit to our contract holders’ accounts.  We use our investment income to offset the earnings effect of the associated growth of our policy reserves for traditional products.  Commercial mortgage loan prepayments and bond make-whole premiums and investment income on alternative investments can vary significantly from period to period due to a number of factors, and, therefore, may contribute to investment income results that are not indicative of the underlying trends.



61


 

 

Benefits



Details underlying benefits (dollars in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Benefits

 

 

 

 

 

 

 

 

Death claims direct and assumed

$

1,091

 

$

1,001

 

9%

 

Death claims ceded

 

(449

)

 

(415

)

-8%

 

Reserves released on death

 

(147

)

 

(144

)

-2%

 

Net death benefits

 

495

 

 

442

 

12%

 

Change in secondary guarantee life

 

 

 

 

 

 

 

 

insurance product reserves

 

140

 

 

142

 

-1%

 

Change in linked-benefit product reserves

 

48

 

 

29

 

66%

 

Other benefits (1)

 

57

 

 

37

 

54%

 

Total benefits

$

740

 

$

650

 

14%

 



 

 

 

 

 

 

 

 

Death claims per $1,000 of in-force

 

2.98

 

 

2.75

 

8%

 



(1)

Includes primarily changes in reserves and dividends on traditional and other products.



Benefits for this segment include claims incurred during the period in excess of the associated reserves for its interest-sensitive and traditional products.  In addition, benefits include the change in secondary guarantee and linked-benefit life insurance product reserves .  The se reserve s are affected by changes in expected future trends of expense assessments and benefits caus ing unlocking adjustments to these liabilit ies similar to DAC, VOBA and DFEL.  Generally, we have higher mortality in the first quarter of the year due to the seasonality of claims.  See “Future Contract Benefits and Other Contract Holder Funds” in Note 1 of our 2015 Form 10-K for additional information.



Commissions and Other Expenses



Details underlying commissions and other expenses (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Commissions and Other Expenses

 

 

 

 

 

 

 

 

Commissions

$

147

 

$

162

 

-9%

 

General and administrative expenses

 

125

 

 

123

 

2%

 

Expenses associated with reserve financing

 

20

 

 

20

 

0%

 

Taxes, licenses and fees

 

39

 

 

41

 

-5%

 

Total expenses incurred

 

331

 

 

346

 

-4%

 

DAC and VOBA deferrals

 

(165

)

 

(179

)

8%

 

Total expenses recognized before

 

 

 

 

 

 

 

 

amortization

 

166

 

 

167

 

-1%

 

DAC and VOBA amortization,

 

 

 

 

 

 

 

 

net of interest

 

120

 

 

120

 

0%

 

Other intangible amortization

 

1

 

 

1

 

0%

 

Total commissions and

 

 

 

 

 

 

 

 

other expenses

$

287

 

$

288

 

0%

 



 

 

 

 

 

 

 

 

DAC and VOBA Deferrals

 

 

 

 

 

 

 

 

As a percentage of sales

 

118.7%

 

 

117.0%

 

 

 



Commissions and costs that result directly from and are essential to successful acquisition of new or renewal business are deferred to the extent recoverable and for our interest-sensitive products are generally amortized over the life of the contracts in relation to EGPs.  For our traditional products, DAC and VOBA are amortized on either a straight-line basis or as a level percent of premium of the related contracts, depen ding on the block of business.



62


 

 

RESULTS OF GROUP PROTECTION



In come (Loss) from Operations



Details underlying the results for Group Protection (in millions) were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Operating Revenues

 

 

 

 

 

 

 

 

Insurance premiums

$

489

 

$

561

 

-13%

 

Net investment income

 

42

 

 

43

 

-2%

 

Other revenues

 

3

 

 

1

 

200%

 

Total operating revenues

 

534

 

 

605

 

-12%

 

Operating Expenses

 

 

 

 

 

 

 

 

Interest credited

 

1

 

 

1

 

0%

 

Benefits

 

340

 

 

440

 

-23%

 

Commissions and other expenses

 

185

 

 

174

 

6%

 

Total operating expenses

 

526

 

 

615

 

-14%

 

Income (loss) from operations before taxes

 

8

 

 

(10

)

180%

 

Federal income tax expense (benefit)

 

3

 

 

(4

)

175%

 

Income (loss) from operations

$

5

 

$

(6

)

183%

 









 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Income (Loss) from Operations by

 

 

 

 

 

 

 

 

Product Line

 

 

 

 

 

 

 

 

Life

$

(3

)

$

(3

)

0%

 

Disability

 

9

 

 

(4

)

NM

 

Dental

 

(1

)

 

 -

 

NM

 

Total non-medical

 

5

 

 

(7

)

171%

 

Medical

 

 -

 

 

1

 

-100%

 

Income (loss) from operations

$

5

 

$

(6

)

183%

 



Comparison of the Three Months Ended March 31, 2016 to 2015



Income from operations for this segment increased due primarily to more favorable total non-medical loss ratio experience driven by higher disability claim recoveries in our long-term disability business, partially offset by higher commissions and other expenses due to higher amortization of DAC driven by higher lapses and re-pricing actions.



We provide information about this segment’s operating revenue and operating expense line items, the period in which amounts are

recognized, key drivers of changes and historical details underlying the line items and their associated drivers below.



Additional Information



Management compares trends in actual loss ratios to pricing expectations as group-underwriting risks change over time.  We expect normal fluctuations in our total non-medical loss ratio , as claims experience is inherently uncertain For every one percent increase in the total non-medical loss ratio, we would expect an approximate annual $12 million to $ 14 million de crease to income from operations. 



For information on the effects of current interest rates on our long-term disability claim reserves, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk     Effect of Interest Rate Sensitivity” in our 2015 Form 10-K.  



For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Statements –

Cautionary Language” above and “Part I – It em 1A. Risk Factors” in our 2015 Form 10-K as updated by “Item 1A.   Risk Factors” below .



63


 

 

Insurance Premiums



Details underlying insurance premiums (in millions) were as follows:









 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Insurance Premiums by Product Line

 

 

 

 

 

 

 

 

Life

$

211 

 

$

230 

 

-8%

 

Disability

 

222 

 

 

247 

 

-10%

 

Dental

 

56 

 

 

58 

 

-3%

 

Total non-medical

 

489 

 

 

535 

 

-9%

 

Medical

 

 -

 

 

26 

 

-100%

 

Total insurance premiums

$

489 

 

$

561 

 

-13%

 



 

 

 

 

 

 

 

 

Sales

$

59 

 

$

56 

 

5% 

 



Our cost of insurance and policy administration charges are embedded in the premiums charged to our customers.  The premiums are a function of the rates priced into the product and our business in force.  Business in force, in turn, is driven by sales and persistency experience. 



Sales relate to new contract holders and new programs sold to existing contract holders.  We believe that the trend in sales is an important indicator of development of business in force over time.  Sales in the table above are the combined annualized premiums for our life, disability and dental products. 



Net Investment Income



We use our investment income to offset the earnings effect of the associated build of our reserves, which are a function of our insurance premiums and the yields on our invested assets.



Benefits and Interest Credited



Details underlying benefits and interest credited (in millions) and loss ratios by product line were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Benefits and Interest Credited by

 

 

 

 

 

 

 

 

Product Line

 

 

 

 

 

 

 

 

Life

$

150 

 

$

179 

 

-16%

 

Disability

 

150 

 

 

196 

 

-23%

 

Dental

 

41 

 

 

42 

 

-2%

 

Total non-medical

 

341 

 

 

417 

 

-18%

 

Medical

 

 -

 

 

24 

 

-100%

 

Total benefits and interest credited

$

341 

 

$

441 

 

-23%

 



 

 

 

 

 

 

 

 

Loss Ratios by Product Line

 

 

 

 

 

 

 

 

Life

 

71.1% 

 

 

77.7% 

 

 

 

Disability

 

67.2% 

 

 

79.7% 

 

 

 

Dental

 

73.5% 

 

 

73.0% 

 

 

 

Total non-medical

 

69.6% 

 

 

78.1% 

 

 

 



Generally, we have higher mortality in the first quarter of the year due to the seasonality of claims.



64


 

 

Commissions and Other Expenses



Details underlying commissions and other expenses (in millions) were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Commissions and Other Expenses

 

 

 

 

 

 

 

 

Commissions

$

62

 

$

66

 

-6%

 

General and administrative expenses

 

78

 

 

79

 

-1%

 

Taxes, licenses and fees

 

15

 

 

15

 

0%

 

Total expenses incurred

 

155

 

 

160

 

-3%

 

DAC deferrals

 

(15

)

 

(17

)

12%

 

Total expenses recognized before

 

 

 

 

 

 

 

 

amortization

 

140

 

 

143

 

-2%

 

DAC and VOBA amortization, net of

 

 

 

 

 

 

 

 

interest

 

45

 

 

31

 

45%

 

Total commissions and

 

 

 

 

 

 

 

 

other expenses

$

185

 

$

174

 

6%

 



 

 

 

 

 

 

 

 

DAC Deferrals

 

 

 

 

 

 

 

 

As a percentage of insurance premiums

 

3.1%

 

 

3.0%

 

 

 



Commissions and other costs that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized in relation to the revenue s of the related contracts.  Certain broker commissions that vary with and are related to paid premiums are expensed as incurred.  The level of expenses is an important driver of profitability for this segment as group insurance contracts are offered within an environment that competes on the basis of price and service.     Generally, we have higher amortization in the first quarter of the year due to a significant number of policies renewing in the quarter .        



65


 

 

RESULTS OF OTHER OPERATIONS



In come (Loss) from Operations



Details underlying the results for Other Operations (in millions) were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Operating Revenues

 

 

 

 

 

 

 

 

Insurance premiums (1)

$

3

 

$

 -

 

NM

 

Net investment income

 

61

 

 

63

 

-3%

 

Amortization of deferred gain on

 

 

 

 

 

 

 

 

business sold through reinsurance

 

18

 

 

18

 

0%

 

Media revenues (net)

 

 -

 

 

14

 

-100%

 

Total operating revenues

 

82

 

 

95

 

-14%

 

Operating Expenses

 

 

 

 

 

 

 

 

Interest credited

 

20

 

 

21

 

-5%

 

Benefits

 

29

 

 

27

 

7%

 

Media expenses

 

 -

 

 

14

 

-100%

 

Other expenses

 

(8

)

 

9

 

NM

 

Interest and debt expense

 

68

 

 

68

 

0%

 

Total operating expenses

 

109

 

 

139

 

-22%

 

Income (loss) from operations before taxes

 

(27

)

 

(44

)

39%

 

Federal income tax expense (benefit)

 

(12

)

 

(17

)

29%

 

Income (loss) from operations

$

(15

)

$

(27

)

44%

 



 

 

 

 

 

 

 

 

(1)

Includes our disability income business, which has a corresponding offset in benefits for changes in reserves.



Comparison of the Three Months Ended March 31 , 201 6 to 201 5  



Loss from operations for Other Operations decreased due primarily to lower other expenses in 2016 attributable to the effect of changes in our stock price on our deferred compensation plans, as our s tock price decreased significantly during 2016 com pared to remaining flat during 2015 (see “Other Expenses” below for more information).



We provide information about Other Operations’ operating revenue and operating expense line items, the period in which amounts are recognized, key drivers of changes and historical details underlying the line items and their associated drivers below.



Additional Information



For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2015 Form 10- K as updated by “Item 1A. Risk Factors” below.



Net Investment Income and Interest Credited



We utilize an internal formula to determine the amount of capital that is allocated to our business segments.  Investment income on capital in excess of the calculated amounts is reported in Other Operations.  If our business segments require increases in statutory reserves, surplus or investments, the amount of excess capital that is retained by Other Operations would decrease and net investment income would be negatively affected.



Write-downs for OTTI decrease the recorded value of our invested assets owned by the business segments.  These write-downs are not included in the income from operations of our business segments.  When impairment occurs, assets are transferred to the business segments’ portfolios and will reduce the future net investment income for Other Operations.  Statutory reserve adjustments for our business segments can also cause allocations of invested assets between the business segments and Other Operations.

   

The majority of our interest credited relates to our reinsurance operations sold to Swiss Re Life & Health America, Inc. (“ Swiss Re ”) in 2001.  A substantial amount of the business was sold through indemnity reinsurance transactions, which is still recorded in our consolidated financial statements.  The interest credited corresponds to investment income earnings on the assets we continue to hold for this business.  There is no effect to income or loss in Other Operations or on a consolidated basis for these amounts because interest earned on the blocks that continue to be reinsured is passed through to Swiss Re in the form of interest credited.



66


 

 

67


 

 

Benefits



Benefits ar e recognized when incurred for institutional p ension products and disability income business.



Other Expenses





Details underlying other expenses (in millions) were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Other Expenses

 

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

 

 

 

Legal

$

1

 

$

2

 

-50%

 

Branding

 

7

 

 

5

 

40%

 

Other (1)

 

(8

)

 

7

 

NM

 

Total general and administrative

 

 

 

 

 

 

 

 

expenses

 

 -

 

 

14

 

-100%

 

Taxes, licenses and fees

 

(6

)

 

(2

)

NM

 

Inter-segment reimbursement associated

 

 

 

 

 

 

 

 

with reserve financing and

 

 

 

 

 

 

 

 

LOC expenses (2)

 

(2

)

 

(3

)

33%

 

Total other expenses

$

(8

)

$

9

 

NM

 



(1)

Includes expenses that are corporate in nature including charitable contributions, the portion of our deferred compensation plan expense attributable to participants’ selection of LNC stock as the measure for their investment return and other expenses not allocated to our business segments.

(2)

Consists of 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 use of LOCs.



Interest and Debt Expense



Our current level of interest expense may not be indicative of the future due to, among other things, the timing of the use of cash, the availability of funds from our inter-company cash management program and the future cost of capital.  For additional information on our financing activities, see “Review of Consolidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow – Financing Activities” below.







68


 

 

REALIZED GAIN (LOSS) AND BENEFIT RATIO UNLOCKING



De tails underlying realized gain (loss), after-DAC (1) and benefit ratio unlocking (in millions) were as follows:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Components of Realized Gain (Loss), Pre-Tax

 

 

 

 

 

 

 

 

Total operating realized gain (loss)

$

44

 

$

43

 

2%

 

Total excluded realized gain (loss)

 

(158

)

 

(91

)

-74%

 

Total realized gain (loss), pre-tax

$

(114

)

$

(48

)

NM

 



 

 

 

 

 

 

 

 

Reconciliation of Excluded Realized Gain (Loss)

 

 

 

 

 

 

 

 

Net of Benefit Ratio Unlocking, After-Tax

 

 

 

 

 

 

 

 

Total excluded realized gain (loss)

$

(102

)

$

(60

)

-70%

 

Benefit ratio unlocking

 

(4

)

 

8

 

NM

 

Excluded realized gain (loss) net of benefit ratio

 

 

 

 

 

 

 

 

unlocking, after-tax

$

(106

)

$

(52

)

NM

 



 

 

 

 

 

 

 

 

Components of Excluded Realized Gain (Loss)

 

 

 

 

 

 

 

 

Net of Benefit Ratio Unlocking, After-Tax

 

 

 

 

 

 

 

 

Realized gain (loss) related to certain investments

$

(69

)

$

(17

)

NM

 

Gain (loss) on the mark-to-market on

 

 

 

 

 

 

 

 

certain instruments

 

5

 

 

7

 

-29%

 

Variable annuity net derivatives results:

 

 

 

 

 

 

 

 

Hedge program performance, including unlocking

 

 

 

 

 

 

 

 

for GLB reserves hedged

 

(94

)

 

(35

)

NM

 

GLB NPR component

 

67

 

 

7

 

NM

 

Total variable annuity net derivatives results

 

(27

)

 

(28

)

4%

 

Indexed annuity forward-starting option

 

(15

)

 

(13

)

-15%

 

Realized gain (loss) on sale of subsidiaries/businesses (2)

 

 -

 

 

(1

)

100%

 

Excluded realized gain (loss) net of benefit ratio

 

 

 

 

 

 

 

 

unlocking, after-tax

$

(106

)

$

(52

)

NM

 



(1)

DAC refers to the associated amortization of DAC, VOBA, DSI and DFEL and changes in other contract holder funds and funds withheld reinsurance assets and liabilities.

(2)

See Note 3 in our 2015 Form 10-K for more information .



For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Sta tements – Cautionary Language” below and “Part I – Item 1A. Risk Factors” in our 201 5 Form 10-K as updated by “Item 1A. Risk Factors” below .



For information on our counterparty exposure, see “Part I Item 3. Quantitative and Qualitative Disclosures About Market Risk.”



Comparison of the Three Months Ended March 31, 2016 to 2015  



We had higher realized losses during the three months ended March 31, 2016, as compared to the corresponding period in 2015 due primarily to the following:



·

Higher legal expenses related to certain investments.

·

A n increase in OTTI attributable to individual credit risks within our corporate bond holdings that reflects the impact of continued stress in the energy and other commodity sectors.



The higher realized losses were partially offset by lower losses on variable annuity net derivatives results during 2016 as compared to 2015 attributable to a more favorable GLB non-performance risk (“NPR”) component due to widening of our credit spread s ,   substantially offset by more volatile capital markets resulting in unfavorable hedge program performance.  



T he above components of excluded realized gain (loss) are described net of benefit ratio unlockin g, after-tax. 

69


 

 

Operating Realized Gain (Loss)



See “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Realized Gain (Loss) and Benefit Ratio Unlocking – Operating Realized Gain (Loss)” in our 2015 F orm 10-K for a discussion of our operating realized gain (loss).



Realized Gain (Loss) Related to Certain Investments



See “Consolidated Investments – Realized Gain (Loss) Related to Certain Investments” below.



Gain (Loss) on the Mark-to-Market on Certain Instruments



See “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Realized Gain (Loss) and Benefit Ratio Unlocking – Gain (Loss) on the Mark-to-Market on Certain Instruments” in our 2015 Form 10-K for a discussion o f the mark-to-market on certain instruments and Note 3 for information about conso lidated variable interest entities (“VIE s ”)



Variable Annuity Net Derivatives Results



See “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Realized Gain (Loss) and Benefit Ratio Unlocking – Variable Annuity Net Derivatives Results” in our 2015 Form 10-K for a discussion of our variable annuity net derivatives results and how our NPR adjustment is determined .  



Details underlying our variable annuity hedging program (dollars in millions) were as follows:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of

 

 

As of

 

 

As of

 

 

As of

 

 

As of

 



March 31,

December 31,

September 30,

June 30,

March 31,



 

2016

 

 

2015

 

 

2015

 

 

2015

 

 

2015

 

Variable annuity hedge program assets (liabilities)

 

$

3,565

 

 

$

2,631

 

 

$

3,030

 

 

$

1,626

 

 

$

2,124

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable annuity reserves – asset (liability):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Embedded derivative reserves, pre-NPR (1)

 

$

(1,599

)

 

$

(673

)

 

$

(1,062

)

 

$

326

 

 

$

(291

)

NPR

 

 

116

 

 

 

(12

)

 

 

70

 

 

 

(72

)

 

 

(57

)

Embedded derivative reserves

 

 

(1,483

)

 

 

(685

)

 

 

(992

)

 

 

254

 

 

 

(348

)

Insurance benefit reserves

 

 

(609

)

 

 

(564

)

 

 

(558

)

 

 

(391

)

 

 

(355

)

Total variable annuity reserves – asset (liability)

 

$

(2,092

)

 

$

(1,249

)

 

$

(1,550

)

 

$

(137

)

 

$

(703

)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10-year credit default swap ("CDS") spread

 

 

2.15%

 

 

 

1.44%

 

 

 

1.85%

 

 

 

1.43%

 

 

 

1.27%

 

NPR factor related to 10-year CDS spread

 

 

0.31%

 

 

 

0.22%

 

 

 

0.31%

 

 

 

0.22%

 

 

 

0.21%

 



(1)

E mbedded derivative reserves in an asset (liability) position indicate that we estimate the present value of future benefits to be less (greater) than the present value of future net valuation premiums. 



The following shows the approximate hypothetical effect to net income, pre-DAC (1) , pre-tax (in millions) for changes in the NPR factor along all points on the spread curve as of March 31, 2016:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Hypothetical

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NPR factor:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Down 31 basis points to zero

 

$

(330

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Up 20 basis points

 

 

130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(1)

DAC refers to the associated amortization of DAC, VOBA, DSI and DFEL and changes in other contract holder funds and funds withheld reinsurance assets and liabilities.



See “Critical Accounting Policies and Estimates – Derivatives – GLB” above for additional information about our guaranteed benefits.



Indexed Annuity Forward-Starting Option



See “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Realized Gain (Loss) and Benefit Ratio Unlocking – Indexed Annuity Forward-Starting Option” in our 2015 Form 10-K for a discussion of our indexed annuity forward-starting option. 



70


 

 

CONSOLIDATED INVESTMENTS



Det ails underlying our consolidated investment balances (in millions) were as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Percentage of

 

 



 

 

 

 

 

 

 

 

Total Investments

 

 



 

As of

 

 

As of

 

 

As of

 

 

As of

 

 



 

March 31,

 

December 31,

 

March 31,

 

December 31,

 



 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AFS securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity

 

$

88,064 

 

 

$

84,964 

 

 

82.7% 

 

 

83.2% 

 

 

VIEs’ fixed maturity

 

 

599 

 

 

 

598 

 

 

0.6% 

 

 

0.6% 

 

 

Total fixed maturity

 

 

88,663 

 

 

 

85,562 

 

 

83.3% 

 

 

83.8% 

 

 

Equity

 

 

245 

 

 

 

237 

 

 

0.2% 

 

 

0.2% 

 

 

Trading securities

 

 

1,864 

 

 

 

1,854 

 

 

1.8% 

 

 

1.8% 

 

 

Mortgage loans on real estate

 

 

8,916 

 

 

 

8,678 

 

 

8.3% 

 

 

8.5% 

 

 

Real estate

 

 

17 

 

 

 

17 

 

 

0.0% 

 

 

0.0% 

 

 

Policy loans

 

 

2,533 

 

 

 

2,545 

 

 

2.4% 

 

 

2.5% 

 

 

Derivative investments

 

 

2,085 

 

 

 

1,537 

 

 

2.0% 

 

 

1.5% 

 

 

Alternative investments

 

 

1,235 

 

 

 

1,233 

 

 

1.2% 

 

 

1.2% 

 

 

Other investments

 

 

813 

 

 

 

545 

 

 

0.8% 

 

 

0.5% 

 

 

Total investments

 

$

106,371 

 

 

$

102,208 

 

 

100.0% 

 

 

100.0% 

 

 



Investment Objective



Invested assets are an integral part of our operations.  We follow a balanced approach to investing for both current income and prudent risk management, with an emphasis on generating sufficient current income, net of income tax, to meet our obligations to customers, as well as other general liabilities.  This balanced approach requires the evaluation of expected return and risk of each asset class utilized, while still meeting our income objectives.  This approach is important to our asset-liability management because decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities.  For a discussion o f our risk management process, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2015 F orm 10-K.



Investment Portfolio Composition and Diversification



Fundamental to our investment policy is diversification across asset classes.  Our investment portfolio, excluding cash and invested cash, is composed of fixed maturity securities, mortgage loans on real estate, real estate (either wholly-owned or in joint ventures) and other long-term investments.  We purchase investments for our segmented portfolios that have yield, duration and other characteristics that take into account the liabilities of the products being supported. 



We have the ability to maintain our investment holdings throughout credit cycles because of our capital position, the long-term nature of our liabilities and the matching of our portfolios of investment assets with the liabilities of our various products.

71


 

 

Fixed Maturity and Equity Securities Portfolios



Fixed maturity and equity securities consist of portfolios classified as AFS and trading.  Details underlying our fixed maturity and equity securities portfolios by industry classification (in millions) are presented in the tables below.  These tables agree in total with the presentation of AFS securities in Note 4 ; however, the categories below represent a more detailed breakout of the AFS portfolio.  Therefore, the investment classifications listed below do not agree to the investment categories provided in Note 4 .





 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 



 

 

 

Gross Unrealized

 

 

 

 

%

 



Amortized

 

 

 

Losses and

 

Fair

 

Fair

 



Cost

 

Gains

 

OTTI (2)

 

Value

 

Value

 

Fixed Maturity AFS Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industry corporate bonds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial services

$

10,552

 

$

817

 

$

94

 

$

11,275

 

12.7%

 

Basic industry

 

4,782

 

 

220

 

 

225

 

 

4,777

 

5.4%

 

Capital goods

 

5,348

 

 

486

 

 

20

 

 

5,814

 

6.6%

 

Communications

 

4,360

 

 

386

 

 

87

 

 

4,659

 

5.3%

 

Consumer cyclical

 

5,314

 

 

390

 

 

63

 

 

5,641

 

6.4%

 

Consumer non-cyclical

 

12,078

 

 

1,077

 

 

44

 

 

13,111

 

14.8%

 

Energy

 

7,993

 

 

272

 

 

673

 

 

7,592

 

8.6%

 

Technology

 

3,152

 

 

156

 

 

28

 

 

3,280

 

3.7%

 

Transportation

 

2,610

 

 

179

 

 

17

 

 

2,772

 

3.1%

 

Industrial other

 

801

 

 

53

 

 

5

 

 

849

 

1.0%

 

Utilities

 

12,031

 

 

1,219

 

 

43

 

 

13,207

 

15.0%

 

Government related entities

 

2,685

 

 

261

 

 

26

 

 

2,920

 

3.3%

 

Collateralized mortgage and other obligations ("CMOs"):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency backed

 

1,131

 

 

124

 

 

1

 

 

1,254

 

1.4%

 

Non-agency backed

 

1,193

 

 

10

 

 

32

 

 

1,171

 

1.3%

 

Mortgage pass through securities ("MPTS"):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency backed

 

1,181

 

 

74

 

 

1

 

 

1,254

 

1.4%

 

Commercial mortgage-backed securities ("CMBS"):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency backed

 

24

 

 

1

 

 

 -

 

 

25

 

0.0%

 

Non-agency backed

 

312

 

 

9

 

 

(3

)

 

324

 

0.4%

 

Asset-backed securities ("ABS"):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized loan obligations ("CLOs")

 

611

 

 

3

 

 

2

 

 

612

 

0.7%

 

Commercial real estate ("CRE") CDOs

 

16

 

 

 -

 

 

 -

 

 

16

 

0.0%

 

Credit card

 

687

 

 

28

 

 

 -

 

 

715

 

0.8%

 

Equipment receivables

 

44

 

 

 -

 

 

2

 

 

42

 

0.0%

 

Home equity

 

653

 

 

6

 

 

11

 

 

648

 

0.7%

 

Manufactured housing

 

31

 

 

2

 

 

 -

 

 

33

 

0.0%

 

Stranded utility costs

 

15

 

 

 -

 

 

 -

 

 

15

 

0.0%

 

Other

 

196

 

 

10

 

 

1

 

 

205

 

0.2%

 

Municipals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

3,785

 

 

875

 

 

10

 

 

4,650

 

5.2%

 

Tax-exempt

 

88

 

 

6

 

 

 -

 

 

94

 

0.1%

 

Government:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

387

 

 

64

 

 

1

 

 

450

 

0.5%

 

Foreign

 

463

 

 

69

 

 

 -

 

 

532

 

0.6%

 

Hybrid and redeemable preferred securities

 

697

 

 

81

 

 

52

 

 

726

 

0.8%

 

Total fixed maturity AFS securities

 

83,220

 

 

6,878

 

 

1,435

 

 

88,663

 

100.0%

 

Equity AFS Securities

 

231

 

 

20

 

 

6

 

 

245

 

 

 

Total AFS securities

 

83,451

 

 

6,898

 

 

1,441

 

 

88,908

 

 

 

Trading Securities (1)

 

1,633

 

 

249

 

 

18

 

 

1,864

 

 

 

Total AFS and trading securities

$

85,084

 

$

7,147

 

$

1,459

 

$

90,772

 

 

 



72


 

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2015

 



 

 

 

Gross Unrealized

 

 

 

 

%

 



Amortized

 

 

 

Losses and

 

Fair

 

Fair

 



Cost

 

Gains

 

OTTI (2)

 

Value

 

Value

 

Fixed Maturity AFS Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industry corporate bonds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial services

$

10,447

 

$

682

 

$

111

 

$

11,018

 

12.9%

 

Basic industry

 

5,011

 

 

139

 

 

413

 

 

4,737

 

5.5%

 

Capital goods

 

5,011

 

 

294

 

 

46

 

 

5,259

 

6.1%

 

Communications

 

4,225

 

 

259

 

 

122

 

 

4,362

 

5.1%

 

Consumer cyclical

 

5,146

 

 

262

 

 

108

 

 

5,300

 

6.2%

 

Consumer non-cyclical

 

11,546

 

 

715

 

 

142

 

 

12,119

 

14.3%

 

Energy  

 

8,414

 

 

262

 

 

745

 

 

7,931

 

9.3%

 

Technology

 

3,215

 

 

99

 

 

67

 

 

3,247

 

3.8%

 

Transportation

 

2,571

 

 

118

 

 

42

 

 

2,647

 

3.1%

 

Industrial other

 

815

 

 

41

 

 

9

 

 

847

 

1.0%

 

Utilities  

 

11,926

 

 

853

 

 

127

 

 

12,652

 

14.8%

 

Government related entities

 

2,666

 

 

200

 

 

54

 

 

2,812

 

3.3%

 

CMOs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency backed

 

1,122

 

 

110

 

 

3

 

 

1,229

 

1.4%

 

Non-agency backed

 

1,216

 

 

13

 

 

15

 

 

1,214

 

1.4%

 

MPTS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency backed

 

1,228

 

 

63

 

 

6

 

 

1,285

 

1.5%

 

CMBS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency backed

 

24

 

 

 -

 

 

 -

 

 

24

 

0.0%

 

Non-agency backed

 

340

 

 

10

 

 

(2

)

 

352

 

0.4%

 

ABS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CLOs

 

572

 

 

1

 

 

3

 

 

570

 

0.7%

 

CRE CDOs

 

16

 

 

 -

 

 

(3

)

 

19

 

0.0%

 

Credit card

 

686

 

 

22

 

 

 -

 

 

708

 

0.8%

 

Equipment receivables

 

59

 

 

 -

 

 

1

 

 

58

 

0.1%

 

Home equity

 

655

 

 

7

 

 

2

 

 

660

 

0.8%

 

Manufactured housing

 

44

 

 

2

 

 

 -

 

 

46

 

0.1%

 

Stranded utility costs

 

18

 

 

 -

 

 

 -

 

 

18

 

0.0%

 

Other

 

198

 

 

12

 

 

1

 

 

209

 

0.2%

 

Municipals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

3,688

 

 

680

 

 

12

 

 

4,356

 

5.1%

 

Tax-exempt

 

118

 

 

6

 

 

 -

 

 

124

 

0.1%

 

Government:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

386

 

 

45

 

 

2

 

 

429

 

0.5%

 

Foreign

 

464

 

 

61

 

 

1

 

 

524

 

0.6%

 

Hybrid and redeemable preferred securities

 

762

 

 

88

 

 

44

 

 

806

 

0.9%

 

Total fixed maturity AFS securities

 

82,589

 

 

5,044

 

 

2,071

 

 

85,562

 

100.0%

 

Equity AFS Securities

 

226

 

 

17

 

 

6

 

 

237

 

 

 

Total AFS securities

 

82,815

 

 

5,061

 

 

2,077

 

 

85,799

 

 

 

Trading Securities (1)

 

1,653

 

 

222

 

 

21

 

 

1,854

 

 

 

Total AFS and trading securities

$

84,468

 

$

5,283

 

$

2,098

 

$

87,653

 

 

 



(1)

Certain of our trading securities support our modified coinsurance arrangements (“Modco”), and the investment results are passed directly to the reinsurers.  Refer to “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Fixed Maturity and Equity Securities Portfolios – Trading Securities” in our 2015 Form 10-K for further details.

(2)

I ncludes unrealized gains and (losses) on impaired securities related to changes in the fair value of such securities subsequent to the impairment measurement date.



73


 

 

AFS Securities



In accordance with the AFS accounting guidance, we reflect stockholders’ equity as if unrealized gains and losses were actually recognized, and consider all related accounting adjustments that would occur upon such a hypothetical recognition of unrealized gains and losses.  Such related balance sheet effects include adjustments to the balances of DAC, VOBA, DFEL, future contract benefits, other   contract holder funds and deferred income taxes.  Adjustments to each of these balances are charged or credited to accumulated other com prehensive income (loss) .  For instance, DAC is adjusted upon the recognition of unrealized gains or losses because the

amortization of DAC is based upon an assumed emergence of gross profits on certain insurance business.  Deferred income tax balances are also adjusted because unrealized gains or losses do not affect actual taxes currently paid. 



The quality of our AFS fixed maturity securities portfolio, as measured at estimated fair value and by the percentage of fixed maturity AFS securities invested in various ratings categories, relative to the entire fixed maturity AFS security portfolio (in millions) was as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Rating Agency

 

As of March 31, 2016

 

As of December 31, 2015

 

NAIC

 

Equivalent

 

Amortized

 

Fair

 

% of

 

Amortized

 

Fair

 

% of

 

Designation (1)

 

Designation (1)

 

Cost

 

Value

 

Total

 

Cost

 

Value

 

Total

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Grade Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Aaa / Aa / A

 

$

44,503 

 

$

49,193 

 

55.5% 

 

$

44,614 

 

$

47,845 

 

55.9% 

 

2

 

Baa

 

 

34,240 

 

 

35,564 

 

40.1% 

 

 

33,918 

 

 

34,077 

 

39.8% 

 

Total investment grade securities

 

 

78,743 

 

 

84,757 

 

95.6% 

 

 

78,532 

 

 

81,922 

 

95.7% 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below Investment Grade Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Ba

 

 

2,662 

 

 

2,499 

 

2.8% 

 

 

2,707 

 

 

2,486 

 

2.9% 

 

4

 

B

 

 

1,454 

 

 

1,188 

 

1.3% 

 

 

1,140 

 

 

988 

 

1.2% 

 

5

 

Caa and lower

 

 

221 

 

 

149 

 

0.2% 

 

 

188 

 

 

146 

 

0.2% 

 

6

 

In or near default

 

 

140 

 

 

70 

 

0.1% 

 

 

22 

 

 

20 

 

0.0% 

 

Total below investment grade securities

 

 

4,477 

 

 

3,906 

 

4.4% 

 

 

4,057 

 

 

3,640 

 

4.3% 

 

Total fixed maturity AFS securities

 

$

83,220 

 

$

88,663 

 

100.0% 

 

$

82,589 

 

$

85,562 

 

100.0% 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities below investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

grade as a percentage of total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

fixed maturity AFS securities

 

 

5.4% 

 

 

4.4% 

 

 

 

 

4.9% 

 

 

4.3% 

 

 

 



(1)

Based upon the rating designations determined and provided by the National Association of Insurance Commissioners (“ NAIC ”) or the major credit rating agencies (Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”) and Standard & Poor’s (“S&P”)).  For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second highest rating assigned is used.  For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings d isclosed upon internal ratings.  The average credit quality was A- as of March 31, 2016. 



Comparisons between the NAIC ratings and rating agency designations are published by the NAIC.  The NAIC assigns securities quality ratings and uniform valuations, which are used by insurers when preparing their annual statements.  The NAIC ratings are similar to the rating agency designations of the Nationally Recognized Statistical Rating Organizations for marketable bonds.  NAIC ratings 1 and 2 include bonds generally considered investment grade (rat ed Baa3 or higher by Moody’s, or rated BBB- or higher by S&P and Fitch ) by such ratings organizations.  However, securities rated NAI C 1 and 2 could be deemed below investment grade by the rating agencies as a result of the current RBC rules for residential mortgage-backed securities (“RMBS”) and CMBS for statutory reporting.  NAIC ratings 3 through 6 include bonds generally considered below investment g rade (rated Ba or lower by Moody’s, or rated BB+ or lower by S&P and Fitch).



As of March 31, 2016 , and December 31 , 201 5 , 85.4% and 91.8 %, respectively, of the total publicly traded and private securities in an unrealized loss status were rated as investment grade.  Our gross unrealized losses, including the portion of OTTI recognized in other comprehensive income (loss) (“OCI”), on AFS securities as of March 31, 2016 ,   de creased by $645 million .  As more fully described in Note 1 in our 201 5 Form 10- K, we regularly review our investment holdings for OTTI.  We believe the unrealized loss position as of March 31, 2016 , does not represent OTTI as (i) we do not intend to sell the debt securities; (ii) it is not more likely than not that we will be required to sell the debt securities bef ore recovery of their amortized cost; (iii) the estimated future cash flows are equal to or greater than the amortized cost of the debt securities ; and (iv) we have the ability and intent to hold the equity securities for a period of time sufficient for recovery.  For further information on our unrealized losses on AFS securities , see “Composition by Industry Categories of our Unrealized Losses on AFS Securities” below.



74


 

 

As the energy markets continue to experience distress and future uncertainty, we also consider our related exposure in the context of the following industry categories and associated credit quality:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 



 

 

 

 

 

 

 

 

%

 

 

 

 

 

 



 

 

 

%

 

Unrealized

 

Unrealized

 

 

 

 

%

 



Amortized

 

Amortized

 

Gain

 

Gain

 

Fair

 

Fair

 



Cost

 

Cost

 

(Loss)

 

(Loss)

 

Value

 

Value

 

Fixed Maturity AFS Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industry corporate bonds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Independent

$

2,402

 

30.0%

 

$

(242

)

60.4%

 

$

2,160

 

28.5%

 

Integrated

 

1,469

 

18.4%

 

 

20

 

-5.0%

 

 

1,489

 

19.6%

 

Midstream

 

2,478

 

31.0%

 

 

(15

)

3.7%

 

 

2,463

 

32.4%

 

Oil field services

 

1,448

 

18.1%

 

 

(176

)

43.9%

 

 

1,272

 

16.8%

 

Refining

 

196

 

2.5%

 

 

12

 

-3.0%

 

 

208

 

2.7%

 

Total energy (1)

$

7,993

 

100.0%

 

$

(401

)

100.0%

 

$

7,592

 

100.0%

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

As of March 31, 2016

 



 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

 

 

 



 

Rating Agency

 

 

 

 

%

 

Unrealized

 

Unrealized

 

 

 

 

%

 

NAIC

 

Equivalent

 

Amortized

 

Amortized

 

Gain

 

Gain

 

 

Fair

 

Fair

 

Designation

 

Designation

 

Cost

 

Cost

 

(Loss)

 

(Loss)

 

 

Value

 

Value

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Grade Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Aaa / Aa / A

 

$

2,179

 

27.3%

 

$

138

 

-34.4%

 

$

2,317

 

30.5%

 

2

 

Baa

 

 

4,693

 

58.7%

 

 

(218

)

54.4%

 

 

4,475

 

58.9%

 

Total investment grade securities

 

 

6,872

 

86.0%

 

 

(80

)

20.0%

 

 

6,792

 

89.4%

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below Investment Grade Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Ba

 

 

571

 

7.1%

 

 

(114

)

28.4%

 

 

457

 

6.0%

 

4

 

B

 

 

417

 

5.2%

 

 

(139

)

34.7%

 

 

278

 

3.7%

 

5

 

Caa and lower

 

 

37

 

0.5%

 

 

(15

)

3.7%

 

 

22

 

0.3%

 

6

 

In or near default

 

 

96

 

1.2%

 

 

(53

)

13.2%

 

 

43

 

0.6%

 

Total below investment grade securities

 

 

1,121

 

14.0%

 

 

(321

)

80.0%

 

 

800

 

10.6%

 

Total energy (1)

 

$

7,993

 

100.0%

 

$

(401

)

100.0%

 

$

7,592

 

100.0%

 



(1)

Does not include the amortized cost, unrealized gain (loss) and fair value of trading securities totaling $124 million, $6 million and $130 million, respectively



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



As of December 31, 2015

 



 

 

 

 

 

 

 

 

%

 

 

 

 

 

 



 

 

 

%

 

Unrealized

 

Unrealized

 

 

 

 

%

 



Amortized

 

Amortized

 

Gain

 

Gain

 

Fair

 

Fair

 



Cost

 

Cost

 

(Loss)

 

(Loss)

 

Value

 

Value

 

Fixed Maturity AFS Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industry corporate bonds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Independent

$

2,558

 

30.4%

 

$

(253

)

52.5%

 

$

2,305

 

29.0%

 

Integrated

 

1,521

 

18.1%

 

 

10

 

-2.1%

 

 

1,531

 

19.3%

 

Midstream

 

2,567

 

30.5%

 

 

(86

)

17.8%

 

 

2,481

 

31.3%

 

Oil field services

 

1,571

 

18.7%

 

 

(163

)

33.7%

 

 

1,408

 

17.8%

 

Refining

 

197

 

2.3%

 

 

9

 

-1.9%

 

 

206

 

2.6%

 

Total energy (2)

$

8,414

 

100.0%

 

$

(483

)

100.0%

 

$

7,931

 

100.0%

 



75


 

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

As of December 31, 2015

 



 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

 

 

 



 

Rating Agency

 

 

 

 

%

 

Unrealized

 

Unrealized

 

 

 

 

%

 

NAIC

 

Equivalent

 

Amortized

 

Amortized

 

Gain

 

Gain

 

 

Fair

 

Fair

 

Designation

 

Designation

 

Cost

 

Cost

 

(Loss)

 

(Loss)

 

 

Value

 

Value

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Grade Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Aaa / Aa / A

 

$

2,667

 

31.7%

 

$

111

 

-23.0%

 

$

2,778

 

35.0%

 

2

 

Baa

 

 

5,104

 

60.7%

 

 

(435

)

90.1%

 

 

4,669

 

58.9%

 

Total investment grade securities

 

 

7,771

 

92.4%

 

 

(324

)

67.1%

 

 

7,447

 

93.9%

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below Investment Grade Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Ba

 

 

483

 

5.7%

 

 

(100

)

20.7%

 

 

383

 

4.8%

 

4

 

B

 

 

137

 

1.6%

 

 

(52

)

10.8%

 

 

85

 

1.0%

 

5

 

Caa and lower

 

 

18

 

0.2%

 

 

(6

)

1.2%

 

 

12

 

0.2%

 

6

 

In or near default

 

 

5

 

0.1%

 

 

(1

)

0.2%

 

 

4

 

0.1%

 

Total below investment grade securities

 

 

643

 

7.6%

 

 

(159

)

32.9%

 

 

484

 

6.1%

 

Total energy (2)

 

$

8,414

 

100.0%

 

$

(483

)

100.0%

 

$

7,931

 

100.0%

 



(2)

Does not include the amortized cost, unrealized gain (loss) and fair value of trading securities totaling $137 million, $6 million and $143 million, respectively



We concluded :   (i) that it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recover y of their amortized cost; (ii) that the estimated future cash flows are equal to or greater than the amortized cost of the debt securities; and (iii) that we have the ability to hold the equity AFS securities for a period of time sufficient for recovery.  This conclusion is consistent with our asset-liability management process.  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 life insurance policies and annuity contracts;

·

The capital risk limits approved by management; and

·

Our current financial condition and liquidity demands.



To determine the recoverability 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;

·

Length of time and 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.



As reported on our Consolidated Balance Sheets, we had $109.6 billion of investments and cash, which exceeded the liabilities for our future obligations under insurance policies and contracts, net of amounts recoverable from reinsurers, which totaled $93.3 billion as of March 31, 2016.  If it were necessary to liquidate investments prior to maturity or call to meet cash flow needs, we would first look to AFS securities that are in an unrealized gain position, which had a fair value of $73.5 billion, excluding consolidated VIEs in the amount of $599 million, as of March 31, 2016, rather than selling securities in an unrealized loss position.  The amount of cash that we have on hand takes into account our liquidity needs in the future, other sources of cash, such as the maturities of investments, interest and dividends we earn on our investments and the ongoing cash flows from new and existing business. 



See “AFS Securities – Evaluation for Recovery of Amortized Cost” in   Note 1 in our 2015 Form 10-K   and Note 4 herein for additional discussion.



As of March 31, 2016 , and December 31, 2015 , the estimated fair value for all private placement securi ties was $14.4 billion and $14.0 billion ,   respectively, representing 14%   of total invested assets.



For information regarding our VIEs’ fixed maturity securities, see Note 3   herein and Note 4 in our 2015 Form 10-K.

76


 

 



Mortgage-Backed Securities (Included in AFS and Trading Securities)



See “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Mortgage-Backed Securities” in our 2015 Form 10-K for a discussion of our mortgage-backed securities   (“ MBS ”)



Our ABS home equity and RMBS had a market value of $4.4 billion and an unrealized gain of $176 million, or 4 %, as of March 31, 2016 .    



The market value of AFS securities and trading securities backed by subprime l oans was $526  m illion and represented approximately 1 % of our total investment portfolio as of March 31, 2016 .   AFS securities represented $517 million, or 98 %, and tr ading securities represented $9 million, or 2 %, of the subprime exposure as of March 31, 2016 .  The table below summarizes our investments in AFS securities backed by pools of residential mortgages (in millions) as of March 31, 2016 :





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subprime/

 

 

 

 

 

 

 



Agency

 

Prime

 

Alt-A

 

Option ARM (1)

 

Total

 



 

 

 

 

 

 

 

 

 

 



Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized



Value

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

$

2,508 

 

$

2,311 

 

$

419 

 

$

412 

 

$

380 

 

$

387 

 

$

372 

 

$

395 

 

$

3,679 

 

$

3,505 

 

ABS home equity

 

 

 

 

 

 -

 

 

 -

 

 

173 

 

 

177 

 

 

473 

 

 

474 

 

 

648 

 

 

653 

 

Total by type (2)(3)

$

2,510 

 

$

2,313 

 

$

419 

 

$

412 

 

$

553 

 

$

564 

 

$

845 

 

$

869 

 

$

4,327 

 

$

4,158 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AAA

$

2,468 

 

$

2,273 

 

$

 

$

 

$

 -

 

$

 -

 

$

14 

 

$

14 

 

$

2,483 

 

$

2,288 

 

AA

 

34 

 

 

33 

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

37 

 

 

36 

 

A

 

 

 

 

 

 

 

 

 

10 

 

 

 

 

42 

 

 

42 

 

 

63 

 

 

61 

 

BBB

 

 -

 

 

 -

 

 

34 

 

 

33 

 

 

30 

 

 

29 

 

 

67 

 

 

67 

 

 

131 

 

 

129 

 

BB and below

 

 -

 

 

 -

 

 

381 

 

 

375 

 

 

512 

 

 

525 

 

 

720 

 

 

744 

 

 

1,613 

 

 

1,644 

 

Total by rating (2)(3)(4)

$

2,510 

 

$

2,313 

 

$

419 

 

$

412 

 

$

553 

 

$

564 

 

$

845 

 

$

869 

 

$

4,327 

 

$

4,158 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2006 and prior

$

703 

 

$

630 

 

$

260 

 

$

257 

 

$

466 

 

$

475 

 

$

674 

 

$

691 

 

$

2,103 

 

$

2,053 

 

2007

 

253 

 

 

223 

 

 

159 

 

 

155 

 

 

87 

 

 

89 

 

 

169 

 

 

177 

 

 

668 

 

 

644 

 

2008

 

48 

 

 

42 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

48 

 

 

42 

 

2009

 

347 

 

 

318 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

349 

 

 

319 

 

2010

 

384 

 

 

353 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

384 

 

 

353 

 

2011

 

186 

 

 

176 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

186 

 

 

176 

 

2012

 

75 

 

 

74 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

75 

 

 

74 

 

2013

 

304 

 

 

296 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

304 

 

 

296 

 

2014

 

50 

 

 

46 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

50 

 

 

46 

 

2015

 

109 

 

 

105 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

109 

 

 

105 

 

2016

 

51 

 

 

50 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

51 

 

 

50 

 

Total by origination

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

year (2)(3)

$

2,510 

 

$

2,313 

 

$

419 

 

$

412 

 

$

553 

 

$

564 

 

$

845 

 

$

869 

 

$

4,327 

 

$

4,158 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total AFS RMBS as a percentage of total AFS Securities

 

 

4.9% 

 

 

5.0% 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total prime, Alt-A and subprime/option ARM as a percentage of total AFS securities

 

 

2.0% 

 

 

2.2% 

 



(1)

Includes the fair value and amortized cost of option adjustable rate mortgages (“ARM”) within RMBS, totaling $328 million and $349 million, respectively.

(2)

Does not include the fair value of trading securities totaling $114 million, which support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers.  The $114 million in trading securities consisted of $99 million prime, $6 million Alt-A and $9 million subprime.

(3)

Does not include the amortized cost of   trading securities totaling $107 million, which support our Modco reinsurance agreements because investment results for these agreements are passed direc tly to the reinsurers.  The $107 million in trad ing securities consisted of $92 million prime, $6 million Alt-A and $9 million subprime. 

(4)

Based upon the rating designations determined and provided by the major credit rating agencies (Fitch, Moody’s and S&P).  For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second highest rating assigned is used.  For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings.



None of these investments included any direct investments in subprime lenders or mortgages.  We are not aware of material exposure to subprime loans in our alternative asset portfolio.



77


 

 

The following summarizes our investments in AFS securities backed by pools of commercial mortgages (in millions) as of March 31, 2016 :





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Multiple Property

 

Single Property

 

CRE CDOs

 

Total

 



Fair

 

Amortized

 

Fair

 

Amortized

 

Fair

 

Amortized

 

Fair

 

Amortized

 



Value

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CMBS

$

336 

 

$

324 

 

$

13 

 

$

12 

 

$

 -

 

$

 -

 

$

349 

 

$

336 

 

CRE CDOs

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

16 

 

 

16 

 

 

16 

 

 

16 

 

Total by type (1)(2)

$

336 

 

$

324 

 

$

13 

 

$

12 

 

$

16 

 

$

16 

 

$

365 

 

$

352 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AAA

$

174 

 

$

169 

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

$

174 

 

$

169 

 

AA

 

21 

 

 

21 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

21 

 

 

21 

 

A

 

73 

 

 

69 

 

 

13 

 

 

12 

 

 

 -

 

 

 -

 

 

86 

 

 

81 

 

BBB

 

22 

 

 

22 

 

 

 -

 

 

 -

 

 

 

 

 

 

26 

 

 

26 

 

BB and below

 

46 

 

 

43 

 

 

 -

 

 

 -

 

 

12 

 

 

12 

 

 

58 

 

 

55 

 

Total by rating (1)(2)(3)

$

336 

 

$

324 

 

$

13 

 

$

12 

 

$

16 

 

$

16 

 

$

365 

 

$

352 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2006 and prior

$

114 

 

$

113 

 

$

13 

 

$

12 

 

$

16 

 

$

16 

 

$

143 

 

$

141 

 

2007

 

50 

 

 

43 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

50 

 

 

43 

 

2010

 

51 

 

 

48 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

51 

 

 

48 

 

2012

 

 

 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

2013

 

116 

 

 

115 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

116 

 

 

115 

 

Total by origination

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

year (1)(2)

$

336 

 

$

324 

 

$

13 

 

$

12 

 

$

16 

 

$

16 

 

$

365 

 

$

352 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total AFS securities backed by pools of commercial mortgages as a percentage of total AFS securities

 

0.4% 

 

 

0.4% 

 



(1)

Does not include the fair value o f trading securities totaling $3 million, which support our Modco reinsurance agreements because investment results for these agreements are passed directly to the rein surers.  The $3 million in trading securities consisted entirely of CMBS. 

(2)

Does not include the amortized cost of trading securities totaling $3 million, which support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers.  The $3 million in trading securities consisted entirely of CMBS. 

(3)

Based upon the rating designations determined and provided by the major credit rating agencies (Fitch, Moody’s and S&P).  For securities where the ratings assigned by the major credit agencies are not equivalent, the second highest rating assigned is used.  For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings. 



As of March 31, 2016, the fair value and amortized cost of our AFS expos ure to Monoline insurers was $474 million and $445 million, respectively.    



Composition by Industry Categories of our Unrealized Losses on AFS Securities



When considering unrealized gain and loss information, it is important to recognize that the information relates to the status of securities at a particular point in time and may not be indicative of the status of our investment portfolios subsequent to the balance sheet date.  Further, because the timing of the recognition of realized investment gains and losses through the selection of which securities are sold is largely at management’s discretion, it is important to consider the information provided below within the context of the overall unrealized gain or loss position of our investment portfolios.  These are important considerations that should be included in any evaluation of the potential effect of securities in an unrealized loss position on our future earnings. 



78


 

 

The composition by industry categories of all secu rities in an unrealized loss position (in millions) as of March 31, 2016 , was as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

%

 



 

 

 

 

 

 

 

 

 

 

Gross

 

Gross

 



 

 

 

%

 

 

 

 

%

 

Unrealized

 

Unrealized

 



Fair

 

Fair

 

Amortized

 

Amortized

 

Losses

 

Losses

 



Value

 

Value

 

Cost

 

Cost

 

and OTTI

 

and OTTI

 

Independent

$

1,309 

 

8.9% 

 

$

1,606 

 

9.9% 

 

$

297 

 

20.0% 

 

Oil field services

 

707 

 

4.8% 

 

 

935 

 

5.7% 

 

 

228 

 

15.3% 

 

Metals and mining

 

790 

 

5.3% 

 

 

972 

 

6.0% 

 

 

182 

 

12.2% 

 

Midstream

 

948 

 

6.4% 

 

 

1,056 

 

6.5% 

 

 

108 

 

7.2% 

 

Banking

 

580 

 

3.9% 

 

 

665 

 

4.1% 

 

 

85 

 

5.7% 

 

CMOs

 

881 

 

6.0% 

 

 

929 

 

5.7% 

 

 

48 

 

3.2% 

 

ABS

 

719 

 

4.9% 

 

 

763 

 

4.7% 

 

 

44 

 

3.0% 

 

Integrated

 

429 

 

2.9% 

 

 

469 

 

2.9% 

 

 

40 

 

2.7% 

 

Chemicals

 

754 

 

5.1% 

 

 

793 

 

4.9% 

 

 

39 

 

2.6% 

 

Electric

 

1,125 

 

7.6% 

 

 

1,160 

 

7.1% 

 

 

35 

 

2.3% 

 

Wirelines

 

80 

 

0.5% 

 

 

114 

 

0.7% 

 

 

34 

 

2.3% 

 

Property and casualty

 

343 

 

2.3% 

 

 

373 

 

2.3% 

 

 

30 

 

2.0% 

 

Technology

 

686 

 

4.6% 

 

 

712 

 

4.4% 

 

 

26 

 

1.7% 

 

Media – entertainment

 

313 

 

2.1% 

 

 

338 

 

2.1% 

 

 

25 

 

1.7% 

 

Government owned, no guarantee

 

253 

 

1.7% 

 

 

276 

 

1.7% 

 

 

23 

 

1.5% 

 

Retailers

 

141 

 

1.0% 

 

 

163 

 

1.0% 

 

 

22 

 

1.5% 

 

Cable – satellite

 

207 

 

1.4% 

 

 

227 

 

1.4% 

 

 

20 

 

1.3% 

 

Industries with unrealized losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

less than $20 million

 

4,512 

 

30.6% 

 

 

4,716 

 

28.9% 

 

 

204 

 

13.8% 

 

Total by industry

$

14,777 

 

100.0% 

 

$

16,267 

 

100.0% 

 

$

1,490 

 

100.0% 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total by industry as a percentage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of total AFS securities

 

16.6% 

 

 

 

 

19.5% 

 

 

 

 

100.0% 

 

 

 



As of March 31, 2016 , the fair value and amortized cost of securities subject to enhanced analysis and monitoring for potential changes in unrealized loss position was $408 million and $609 million, respectively.  



Mortgage Loans on Real Estate



The following tables summarize key information on mortgage loans on real estate (in millions):





 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 

As of December 31, 2015

 



Carrying

 

 

 

Carrying

 

 

 



Value

 

%

 

Value

 

%

 

Credit Quality Indicator

 

 

 

 

 

 

 

 

 

 

Current

$

8,908 

 

99.9% 

 

$

8,678 

 

100.0% 

 

Delinquent and/or in foreclosure (1)

 

 

0.1% 

 

 

 -

 

0.0% 

 

Total mortgage loans on real estate

$

8,916 

 

100.0% 

 

$

8,678 

 

100.0% 

 



(1)

As of March 31, 2016 , and December 31, 2015, there   were two and zero mortgage loans on real estate that were delinquent and   in foreclosure , respectively .



79


 

 

As of March 31, 2016 , and December 31, 2015, there   were two impaired mortgage loa ns on real estate, or less than 1% of the total dollar amount of mortgage loans on rea l estate.  The total principal and interest past due on the mortgage loans on real estate that were two or more payments delinquent as of March 31, 2016 , and December 31, 2015, was zero.  See Note 1 in our 2015 Form 10-K for more information regarding our accounting policy relating to the impairment of mortgage loans on real estate.





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



As of

As of

 



March 31,

December 31,

 



 

2016

 

 

2015

 

 

By Segment

 

 

 

 

 

 

 

 

 

Annuities

 

$

2,192 

 

 

$

2,027 

 

 

Retirement Plan Services

 

 

2,213 

 

 

 

2,082 

 

 

Life Insurance

 

 

3,871 

 

 

 

3,944 

 

 

Group Protection

 

 

304 

 

 

 

294 

 

 

Other Operations

 

 

336 

 

 

 

331 

 

 

Total mortgage loans on real estate

 

$

8,916 

 

 

$

8,678 

 

 









 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 

 

As of March 31, 2016

 



Carrying

 

 

 

 

Carrying

 

 

 



Value

 

%

 

 

Value

 

%

 

Property Type

 

 

 

 

 

State Exposure

 

 

 

 

 

Apartment

$

2,871 

 

32.1% 

 

CA

$

1,880 

 

21.0% 

 

Office building

 

2,097 

 

23.5% 

 

TX

 

919 

 

10.3% 

 

Industrial

 

1,712 

 

19.2% 

 

MD

 

455 

 

5.1% 

 

Retail

 

1,690 

 

19.0% 

 

NY

 

428 

 

4.8% 

 

Mixed use

 

272 

 

3.1% 

 

GA

 

415 

 

4.7% 

 

Other commercial

 

228 

 

2.6% 

 

OH

 

398 

 

4.5% 

 

Hotel/motel

 

46 

 

0.5% 

 

VA

 

388 

 

4.4% 

 

Total

$

8,916 

 

100.0% 

 

FL

 

374 

 

4.2% 

 

Geographic Region

 

 

 

 

 

NC

 

342 

 

3.8% 

 

Pacific

$

2,434 

 

27.3% 

 

TN

 

337 

 

3.8% 

 

South Atlantic

 

2,184 

 

24.5% 

 

WA

 

303 

 

3.4% 

 

East North Central

 

971 

 

10.9% 

 

OR

 

252 

 

2.8% 

 

West South Central

 

957 

 

10.7% 

 

PA

 

250 

 

2.8% 

 

Middle Atlantic

 

724 

 

8.1% 

 

AZ

 

241 

 

2.7% 

 

Mountain

 

613 

 

6.9% 

 

WI

 

237 

 

2.7% 

 

East South Central

 

471 

 

5.3% 

 

MN

 

201 

 

2.3% 

 

West North Central

 

401 

 

4.5% 

 

Other states under 2%

 

1,496 

 

16.7% 

 

New England

 

161 

 

1.8% 

 

Total

$

8,916 

 

100.0% 

 

Total

$

8,916 

 

100.0% 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 











 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



As of March 31, 2016

 

 

As of March 31, 2016

 



Principal

 

 

 

 

Principal

 

 

 



Amount

 

%

 

 

Amount

 

%

 

Origination Year

 

 

 

 

 

Future Principal Payments

 

 

 

 

 

2011 and prior

$

3,471 

 

38.9% 

 

2016

$

273 

 

3.1% 

 

2012

 

813 

 

9.1% 

 

2017

 

508 

 

5.7% 

 

2013

 

1,033 

 

11.6% 

 

2018

 

659 

 

7.4% 

 

2014

 

1,273 

 

14.3% 

 

2019

 

256 

 

2.9% 

 

2015

 

1,922 

 

21.6% 

 

2020

 

172 

 

1.9% 

 

2016

 

404 

 

4.5% 

 

2021 and thereafter

 

7,048 

 

79.0% 

 

Total

$

8,916 

 

100.0% 

 

Total

$

8,916 

 

100.0% 

 



See Note 4 for information regarding our loan-to-value a nd debt-service coverage ratios and our allowance for loan losses.



80


 

 

Alternative Investments



Investment income (loss) on alternative investments by business segment (in millions) was as follows:





 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

2015

 

 

Annuities

$

(2

)

$

1

 

 

Retirement Plan Services

 

(1

)

 

1

 

 

Life Insurance

 

(10

)

 

6

 

 

Group Protection

 

(1

)

 

 -

 

 

Total (1)

$

(14

)

$

8

 

 



(1)

Includes net investment income on the alternative investments supporting the required statutory surplus of our insurance businesses.



As of March 31, 2016 , and December 31, 2015, alternative investments included investments in 192 and 190 different partnerships, respectively, and the portfolio represented approximately 1% of our overall invested assets.  The partnerships do not represent off-balance sheet financing and generally involve several third-party partners.  Some of our partnerships contain capital calls, which require us to contribute capital upon notification by the general partner.  These capital calls are contemplated during the initial investment decision and are planned for well in advance of the call date.  The capital calls are not material in size and are not material to our liquidity.  Alternative investments are accounted for using the equity method of accounting and are included in other investments on our Consolidated Balance Sheets.



Non-Income Producing Investments



As of March 31, 2016 , and December 31, 2015, the carrying amount of fixed maturity securities, mortgage loans on real estate and real estate that wer e non-income producing was $12 million and $13 million, respectively .  



Net Investment Income



Details underlying net investment income (in millions) and our investment yield were as follows:





 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

2015

 

 

Fixed maturity AFS securities

$

1,038

 

$

1,015

 

 

Equity AFS securities

 

2

 

 

 -

 

 

Trading securities

 

26

 

 

28

 

 

Mortgage loans on real estate

 

103

 

 

95

 

 

Real estate

 

 -

 

 

1

 

 

Policy loans

 

35

 

 

37

 

 

Invested cash

 

3

 

 

1

 

 

Commercial mortgage loan prepayment

 

 

 

 

 

 

 

and bond make-whole premiums (1)

 

13

 

 

37

 

 

Alternative investments (2)

 

(14

)

 

8

 

 

Consent fees

 

3

 

 

 -

 

 

Investment income

 

1,209

 

 

1,222

 

 

Investment expense

 

(37

)

 

(35

)

 

Net investment income

$

1,172

 

$

1,187

 

 



(1)

See “Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2)

See “Alternative Investments” above for additional information.

81


 

 





 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 

 

 



Months Ended

 

Basis

 

 



March 31,

 

Point

 

 



2016

 

2015

 

Change

 

 

Interest Rate Yield

 

 

 

 

 

 

 

Fixed maturity securities, mortgage loans on

 

 

 

 

 

 

 

real estate and other, net of investment expenses

4.78%

 

4.84%

 

(6

)

 

Commercial mortgage loan prepayment and

 

 

 

 

 

 

 

bond make-whole premiums

0.05%

 

0.16%

 

(11

)

 

Alternative investments

-0.06%

 

0.03%

 

(9

)

 

Net investment income yield on invested assets

4.77%

 

5.03%

 

(26

)

 








 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

2015

 

 

Average invested assets at amortized cost

$

98,258 

 

$

94,379 

 

 



We earn investment income on our general account assets supporting fixed annuity, term life, whole life, UL, interest-sensitive whole life and the fixed portion of retirement plan and VUL products.  The profitability of our fixed annuity and life insurance products is affected by our ability to achieve target spreads, or margins, between the interest income earned on the general account assets and the interest credited to the contract holder on our average fixed account values, including the fixed portion of variable.  Net investment income and the interest rate yield table each include commercial mortgage loan prepayments and bond make-whole premiums, alternative investments and contingent interest and standby real estate equity commitments.  These items can vary significantly from period to period due to a number of factors and, therefore, can provide results that are not indicative of the underlying trends.



Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums



Prepayment and make-whole premiums are collected when borrowers elect to call or prepay their debt prior to the stated maturity.  A prepayment or make-whole premium allows investors to attain the same yield as if the borrower made all scheduled interest payments until maturity.  These premiums are designed to make investors indifferent to prepayment.



Realized Gain (Loss) Related to Certain Investments



D etail s of the realized gain (loss) related to certa in investments (in millions) were as follows:





 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three

 

 



Months Ended

 

 



March 31,

 

 



2016

 

2015

 

 

Fixed maturity AFS securities: (1)

 

 

 

 

 

 

 

Gross gains

$

54

 

$

2

 

 

Gross losses

 

(98

)

 

(16

)

 

Equity AFS securities:

 

 

 

 

 

 

 

Gross gains

 

 -

 

 

 -

 

 

Gross losses

 

 -

 

 

 -

 

 

Gain (loss) on other investments

 

(60

)

 

(7

)

 

Associated amortization of DAC, VOBA,

 

 

 

 

 

 

 

DSI and DFEL and changes in

 

 

 

 

 

 

 

other contract holder funds

 

(3

)

 

(6

)

 

Total realized gain (loss) related to

 

 

 

 

 

 

 

certain investments, pre-tax

$

(107

)

$

(27

)

 



(1)

These amounts are represented net of related fair value hedging activity.  See Note 5 for more information.



Amortization of DAC, VOBA, DSI and DFEL and changes in other contract holder funds reflect an assumption for an expected level of credit-related investment losses.  When actual credit-related investment losses are realized, we recognize a true-up to our DAC, VOBA, DSI and DFEL amortization and changes in other contract holder funds within realized losses reflecting the incremental effect of actual versus expected credit-related investment losses.  These actual to expected amortization adjustments could create volatility in net realized gains and losses .  The write-down for impairments includes both credit-related and interest   rate - related impairments.

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Realized gains and losses generally originate from asset sales to reposition the portfolio or to respond to product experience.  During the first three   months of 2016 and 2015, we sold securities for gains and losses.  In the process of evaluating whether a security with an unrealized loss reflects declines that are other-than-temporary, we consider our ability and intent to sell the security prior to a recovery of value.  However, subsequent decisions on securities sales are made within the context of overall risk monitoring, assessing value relative to other comparable securities and overall portfolio maintenance.  Although our portfolio managers may, at a given point in time, believe that the preferred course of action is to hold securities with unrealized losses that are considered temporary until such losses are recovered, the dynamic nature of portfolio management may result in a subsequent decision to sell.  These subsequent decisions are consistent with the classification of our investment portfolio as AFS.  We expect to continue to manage all non-trading invested assets within our portfolios in a manner that is consistent with the AFS classification.



We consider economic factors and circumstances within countries and industries where recent write-downs have occurred in our assessment of the status of securities we own of similarly situated issuers.  While it is possible for realized or unrealized losses on a particular investment to affect other investments, our risk management strategy has been designed to identify correlation risks and other risks inherent in managing an investment portfolio.  Once identified, strategies and procedures are developed to effectively monitor and manage these risks.  The areas of risk correlation that we pay particular attention to are risks that may be correlated within specific financial and business markets, risks within specific industries and risks associated with related parties.



When the detailed analysis by our external asset managers and investment portfolio managers leads us to the conclusion that a security’s decline in fair value is other-than-temporary, the security is written down to estimated recovery value.  In instances where declines are considered temporary, the security will continue to be carefully monitored.  See “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Critical Accounting Policies and Estimates – Investments – Write-downs for OTTI and Allowance for Losses ” in our 2015 Form 10-K for additional information on our portfolio management strategy.



Details underlying write-downs taken as a result of OTTI (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

OTTI Recognized in Net Income (Loss)

 

 

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

Corporate bonds

$

(36

)

$

(11

)

NM

 

ABS

 

(2

)

 

(2

)

0%

 

RMBS

 

(2

)

 

(2

)

0%

 

Gross OTTI recognized in net income (loss)

 

(40

)

 

(15

)

NM

 

Associated amortization of DAC,

 

 

 

 

 

 

 

 

VOBA, DSI and DFEL

 

4

 

 

2

 

100%

 

Net OTTI recognized in net income

 

 

 

 

 

 

 

 

(loss), pre-tax

$

(36

)

$

(13

)

NM

 



 

 

 

 

 

 

 

 

Portion of OTTI Recognized in OCI

 

 

 

 

 

 

 

 

Gross OTTI recognized in OCI

$

26

 

$

9

 

189%

 

Change in DAC, VOBA, DSI and DFEL

 

(6

)

 

(2

)

NM

 

Net portion of OTTI recognized in OCI,

 

 

 

 

 

 

 

 

pre-tax

$

20

 

$

7

 

186%

 



The $66 million of impairments taken during the first three months of 2016 were split between $40 million of credit- related impairments and $26 million of noncredit-related impairments.  The increase in write-downs for OTTI when comparing the first three months of 2016 to the corresponding period in 2015 was primarily attributable to certain corporate bond holdings within the energy and other commodity sectors that experienced deteriorating fundamentals.  The noncredit-related impairments were due to declines in values of securities for which we do not have an intent to sell or it is not more likely than not that we will be required to sell the securities before recovery.



RE VIEW OF CONSOLIDATED FINANCIAL CONDITION



Liquidi ty and Capital Resources



Sources of Liquidity and Cash Flow





Liquidity refers to the ability of an enterprise to generate adequate amounts of cash from its normal operations to meet cash requirements wi th a prudent margin of safety.  Our principal sources of cash flow from operating activities are insurance premiums and fees and investment income, while sources of cash flows from investing activities result from maturities and sales of invested assets.  Our oper ating activities provided cash of $295 million an d $296 million for the three months ended March 31, 2016 and 2015, respectively.  When considering our liquidity and cash flow, it is important to distinguish between the needs of our insurance subsidiaries and the needs

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of the holding company, LNC.  As a holding company with no operations of its own, LNC derives its cash primarily from its operating subsidiaries. 



The sources of liquidity of the holding company are principally comprised of dividends and interest payments from subsidiaries, augmented by holding company short-term investments, bank lines of credit and the ongoing availability of long-term public financing under an SEC-filed shelf registration statement.  These sources of liquidity and cash flow support the general corporate needs of the holding company, including its common stock dividends, interest and debt service, funding of callable securities, securities repurchases, acquisitions and investment in core businesses. 



Details underlying the primary sources of our holding company cash flows (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Dividends from Subsidiaries

 

 

 

 

 

 

 

 

The Lincoln National Life Insurance

 

 

 

 

 

 

 

 

Company

$

200 

 

$

400 

 

-50%

 



 

 

 

 

 

 

 

 

Loan Repayments and Interest from

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

Interest on inter-company notes

 

30 

 

 

29 

 

3% 

 



$

230 

 

$

429 

 

-46%

 

Other Cash Flow and Liquidity Items

 

 

 

 

 

 

 

 

Net capital received from (paid for taxes on)

 

 

 

 

 

 

 

 

stock option exercises and restricted stock

$

11 

 

$

10 

 

10% 

 



The table above focuses on significant and recurring cash flow items and excludes the effects of certain financing activities, namely the periodic issuance and retirement of debt and cash flows related to our inter-company cash management program (discussed below).  Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest effect on net cash flows at the holding company.  Also excluded from this analysis is the modest amount of investment income on short-term investments of the holding company.  For information regarding limits on the dividends that our insurance subsidiaries may pay, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Review of Consolidated Financial Condition – Liquidity and Capital Resources – Restrictions on Dividends from Subsidiaries” in our 2015 Form 10-K.    



Insurance Subsidiaries’ Statutory Capital and Surplus



Our regulatory capital levels are also affected by statutory accounting rules, which are subject to change by each applicable insurance regulator.  Our term products and UL products containing secondary guarantees require reserves calculated pursuant to XXX and AG38, respectively.  During the third quarter of 2013, the New York State Department of Financial Services announced that it would not recognize the NAIC revisions to AG38 in applying the New York law governing the reserves to be held for UL and VUL products containing secondary guarantees.  The change, which was effective as of December 31, 2013, impacted the Lincoln Life & Annuity Company of New York (“ LLANY ”) .  Although LLANY discontinued the sale of these products in early 2013, the change affected those policies previously sold.  We began phasing in the increase in reserves over five years beginning in 2013.  As of March 31, 2016 , we have increased reserves by $270 million.   We do not expect the amount for each of the remaining years to exceed $90 million per year.  We do not expect the total reserve increase to have a material adverse effect on our financial condition.



As discussed in “Part I – Item 1. Risk Factors – Legislative, Regulatory, and Tax – Attempts to mitigate the impact of Regulation XXX and Actuarial Guideline 38 may fail in whole or in part resulting in an adverse effect on our financial condition and result of operations,” our insurance subsidiaries employ strategies to reduce the strain caused by XXX and AG38 by reinsuring the business to insurance captives.  Our captive reinsurance and reinsurance subsidiaries provide a mechanism for financing a portion of the excess reserve amounts in a more efficient manner.  We use long-dated LOCs and debt financing as well as other financing strategies to finance those reserves.  Included in the LOCs issued as of March 31, 2016 , was approximately $3.4 billion of long-dated LOCs issued to support inter-company reinsurance arrangements.  Approximately $2.3 billion of such LOCs were issued to support reinsurance for UL products containing secondary guarantees ($1 million will expire in 2018, $350 million will expire in 2019, and $1.9 billion will expire in 2031), and $1.1 billion of such LOCs that will expire in 2023 were issued to support reinsurance for term business.  We have also used the proceeds from senior note issuances of $ 875 million to execute long-term structured solutions supporting reinsurance of UL products containing secondary guarantees.  Additionally, our captive reinsurance and reinsurance subsidiaries have issued long-term notes of $1.6 billion as of March 31, 2016 , to finance a portion of the excess reserves.  For information on these long-term notes issued by our captive reinsurance and reinsurance subsidiaries, see Note 4 in our 2015 Form 10-K .  LOCs and related capital market solutions lower the capital effect of term products and UL products containing secondary guarantees.   An inability to obtain appropriate capital market solutions could affect our returns on our in-force term products and UL products containing secondary guarantees.  However, we believe that we have

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sufficient capital to support the increase in statutory reserves, based on our current reserve projections, if such structures were no longer available.

Our captive reinsurance subsidiaries free up capital the insurance subsidiaries can use for any number of purposes, including paying dividends to the holding company.  Once transferred to the holding company, it can deploy this capital for a variety of corporate purposes, including potential stock repurchases.  Actuarial Guideline 48 (“AG48”) regulates the terms of captive reinsurance arrangements that are entered into or amended in certain ways after December 31, 2014.  AG48 imposes restrictions on the types of assets that can be used to support these arrangements.  We believe that we will be able to implement these arrangements in compliance with AG48.



Statutory reserves established for variable annuity contracts and riders are sensitive to changes in the equity markets and are affected by the level of account values relative to the level of any guarantees, product design and reinsurance arrangements.  As a result, the relationship between reserve changes and equity market performance is non-linear during any given reporting period.  Market conditions greatly influence the ultimate capital required due to its effect on the valuation of reserves and derivative assets hedging these reserves.  We also utilize inter-company reinsurance arrangements to manage our hedge program for variable annuity guarantees.  The NAIC through its various committees, task forces and working groups has been studying the use of captives and special purpose vehicles to transfer insurance risk and has been evaluating the adequacy of existing NAIC model laws and regulations applicable to annuity captives.



We continue to analyze the use of our existing captive reinsurance structures, as well as additional third-party reinsurance arrangements, and our current hedging strategies relative to managing the effects of equity markets and interest rates on the statutory reserves, statutory capital and the dividend capacity of our life insurance subsidiaries.



Financing Activities



Although our subsidiaries currently generate adequate cash flow to meet the needs of our normal operations, periodically we may issue debt or equity securities to maintain ratings and increase liquidity, as well as to fund internal growth, acquisitions and the retirement of our debt and equity securities. 



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 and depository shares. 



Details underlying debt and financing activities (in millions) for the three months ended March 31, 2016, were as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 



 

 

 

 

 

 

 

Maturities,

 

Change

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Repayments

 

in Fair

 

 

 

 

 

 

 

 



Beginning

 

 

 

 

 

and

 

Value

 

 

Other

 

 

Ending



Balance

 

Issuance

 

Refinancing

 

Hedges

 

Changes (1)

 

Balance

Short-Term Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt

$

 -

 

$

 -

 

 

$

 -

 

 

$

 -

 

 

$

 -

 

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior notes

$

3,846 

 

$

 -

 

 

$

 -

 

 

$

95 

 

 

$

 

 

$

3,943 

Bank borrowing

 

250 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

250 

Federal Home Loan Bank of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indianapolis advance

 

250 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

250 

Capital securities

 

1,207 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

1,207 

Total long-term debt

$

5,553 

 

$

 -

 

 

$

 -

 

 

$

95 

 

 

$

 

 

$

5,650 



(1)

Includes the net increase (decrease) in commercial paper, non-cash reclassification of long-term debt to current maturities of long-term debt, accretion of discounts and (amortization) of premiums, as applicable.



As of March 31, 2016 , the holding company had available liquidity of $539 million .  Available liquidity consists of cash and invested cash, excluding cash held as collateral, and certain short-term investments that can be readily converted into cash, net of commercial paper outstanding.



For more information about our short-term and long-term debt and our credit facilities and LOCs, see Note 12 in our 2015 Form 10-K.



We have not accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales.  For information about our collateralized financing transactions on our investments, see “Payables for Collateral on Investments” in Note 4 .



If current credit ratings and claims-paying ratings were downgraded in the future, terms in our derivative agreements may be triggered, which could negatively affect overall liquidity.  For the majority of our counterparties, there is a termination event should the long-term senior debt ratings of LNC drop below BBB-/Baa3 (S&P/Moody’s).  Our long-term senior debt held a rating of A-/Baa1 (S&P/Moody’s) as of March 31, 2016 .  In addition, contractual selling agreements with intermediaries could be negatively affected, which

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could have an adverse effect on overall sales of annuities, life insurance and investment products.  See “Part I – Item 1A. Risk Factors – Liquidity and Capital Position – A decrease in the capital and surplus of our insurance subsidiaries may result in a downgrade to our credit and insurer financial strength ratings ” and “Part I – Item 1A. Risk Factors –   Coven ants and Ratings – A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors” in our 201 5 Form 10-K for more information.  See “ Part I – Item 1 . Business – Financial Strength Ratings” in our 201 5 Form 10-K for additional information on our current financial strength ratings.



See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Review of Consolidated Financial Condition – Liquidity and Capital Resources – Financing Activities” in our 201 5 Form 10-K for information on our credit ratings.



Alternative Sources of Liquidity



In order to manage our capital more efficiently, we have an inter-company cash management program where certain subsidiaries can lend to or borrow from the holding company to meet short-term borrowing needs.  The cash management program is essentially a series of demand loans between LNC and participating   subsidiaries that reduce s overall borrowing costs by allowing LNC and its subsidiaries to access internal resources instead of incurring third-party transaction costs.  As of March 31, 2016 , the holding company had a net outstanding payable of $117 million to certain subsidiaries resulting from loans made by subsidiaries in excess of amounts borrowed by subsidiaries in the inter-company cash management account .  Any change in holding company cash management program balances is offset by the immediate and equal change in holding company cash and invested cash.  Loans under the cash management program are permitted under applicable insurance laws subject to certain restrictions.  For our Indiana-domiciled insurance subsidiaries, the borrowing and lending limit is currently 3 % of the insurance company’s admitted assets as of its most recent year end.  For our New York-domiciled insurance subsidiary, it may borrow from LNC less than 2 % of its admitted assets as of the last year end but may not lend any amounts to LNC.



Our insurance subsidiaries, by virtue of their general account fixed- income investment holdings, can access liquidity through securities lending programs and repurchase agreements.  As of March 31, 2016 , our insurance subsidiaries had investments with a carrying value of $2.9   billion out on loan or subject to repurchase agreements.  The cash received in our securities lending programs and repurchase agreements is typically invested in cash equivalents, short-term investments or fixed maturity securities.  For additional details, see “Payables for Collateral on Investments” in Note 4 .



Cash Flows from Collateral on Derivatives



Our cash flows associated with collateral received from and posted with counterparties change as the market value of the underlying derivative contract changes.  As the value of a derivative asset decreases (or increases), the collateral required to be posted by our counterparties would also decrease (or increase).  Likewise, when the value of a derivative liability decreases (or increases), the collateral we are required to post to our counterparties would als o decrease (or increase).  During the three months ended March 31 , 201 6 , our payables for collateral on derivative investments increased by $772 million due primarily to decreasing interest rates that increased the fair values of our associated derivative investments .  In the event of adverse changes in fair value of our derivative instruments, we may need to post collateral with a counterparty if our net derivative liability position reaches certain contractual levels.  If we do not have sufficient high quality securities or cash and invested cash to provide as collateral, we have multiple liquidity sources to leverage that would be eligible for collateral posting.     For additional information, see “Credit Risk” in Note 5 .



Divestitures



For a discussion of our divestitures, see Note 3 in ou r 2015 Form 10-K .



Uses of Capital



Our principal uses of cash are to pay policy claims and benefits, operating expenses, commissions and taxes, to purchase new investments, to purchase reinsurance, to fund policy surrenders and withdrawals, to pay dividends to our stockholders , to repurchase our stock and to repay debt.



Return of Capital to Common Stockholders



One of the Company’s primary goals is to provide a return to our common stockholders through share price accretion, dividends and stock repurchases.  In determining dividends, the Board of Directors takes into consideration items such as current and expected earnings, capital needs, rating agency considerations and requirements for financial flexibility.  The amount and timing of share repurchase depends on key capital ratios, rating agency expectations, the generation of free cash flow and an evaluation of the costs and benefits associated with alternative uses of capital.  Free cash flow for the holding company generally represents the amount of dividends and interest received from subsidiaries less interest paid on debt.



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Details underlying this activity (in millions, except per share data), were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Common dividends to stockholders

$

61 

 

$

51 

 

20% 

 

Repurchase of common stock

 

200 

 

 

350 

 

-43%

 

Total cash returned to stockholders

$

261 

 

$

401 

 

-35%

 



 

 

 

 

 

 

 

 

Number of shares repurchased

 

5.516 

 

 

6.043 

 

-9%

 

Average price per share

$

36.26 

 

$

57.94 

 

-37%

 



On October 2 8, 2015 , our Board of Directors approved an increase of the quarterly dividend on our common stock from $0. 20 to $ 0.2 5 per share.  Additionally, we expect to repurchase additional shares of common stock during 2016 depending on market conditions and alternative uses of capital.  For more information regarding share repurchases, see “Part II – Item 2(c)” below.



Other Uses of Capital



In addition to the amounts in the table above in “Return of Capital to Common Stockholders,” other uses of holding company cash flow (in millions) were as follows:





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



For the Three

 

 

 



Months Ended

 

 

 



March 31,

 

 

 



2016

 

2015

 

Change

 

Debt service (interest paid)

$

65 

 

$

59 

 

10% 

 

Capital contribution to subsidiaries

 

 -

 

 

75 

 

-100%

 

Total

$

65 

 

$

134 

 

-51%

 



The above table focuses on significant and recurring cash flow items and excludes the effects of certain financing activities, namely the periodic retirement of debt and cash flows related to our inter-company cash management account.  Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest effect on net cash flows at the holding company.



Significant Trends in Sources and Uses of Cash Flow



As stated above, LNC’s cash flow, as a holding company, is largely dependent upon the dividend capacity of its insurance company subsidiaries as well as their ability to advance funds to it through inter-company borrowing arrangements, which may be affected by factors influencing the insurance subsidiaries’ RBC and statutory earnings performance.  We currently expect to be able to meet the holding company’s ongoing cash needs and to have sufficient capital to offer downside protection in the event that the capital and credit markets experience another period of extreme volatility and disruption.  A decline in capital market conditions, which reduces our insurance subsidiaries’ statutory surplus and RBC, may require them to retain more capital and may pressure our subsidiaries’ dividends to the holding company, which may lead us to take steps to preserve or raise additional capital.  For factors that could affect our expectations for liquidity and capital, see “Part I – Item 1A. Risk Factors” in our 201 5 Form 10-K   as updated by “Item 1A. Risk Factors” below .



For factors that could cause actual results to differ materially from those set forth in this section, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 201 5 Form 10-K   as updated by “Item 1A. Risk Factors” below .



OTHE R MATTERS



Other Factors Affecting Our Business

 

In general, our businesses are subject to a changing social, economic, legal, legislative and regulatory environment.  Some of the changes include initiatives to require more reserves to be carried by our insurance subsidiaries.  Although the eventual effect on us of the changing environment in which we operate remains uncertain, these factors and others could have a material effect on our results of operations, liquidity and capital resources.  For factors that could cause actual results to differ materially from those set forth in this section, see “Part I – Item 1A. Risk Factors” in our 2015   Form 10-K as updated by “Item 1A. Risk Factors” below and “Forward-Looking Statements – Cautionary Language” above. 



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Recent Accounting Pronouncements



See Note 2 for a discussion of recent accounting pronouncements that have been implemented during the periods presented or that have been issued and are to be implemented in the future.



Item 3.     Quantitative and Qualitative Disclosures About Market Risk



We analyze and manage the risks arising from market exposures of financial instruments, as well as other risks, in an integrated asset-lia bility management process that considers diversification.  By aggregating the potential effect of market and other risks on the entire enterprise, we estimate, review and in some cases manage the risk to our earnings and shareholder value.  We have exposures to several market risks including interest rate risk, equity market risk, default risk, credit risk and, to a lesser extent, foreign currency exchange risk.  The exposures of financial instruments to market risks, and the related risk management processes, are most important to our business where most of the invested assets support accumulation and investment-oriented insurance products.  As an important element of our integrated asset-liability management processes, we use derivatives to minimize the effects of changes in interest levels, the shape of the yield curve, currency movements and volatility.  In this context, derivatives serve to minimize interest rate risk by mitigating the effect of significant increases in interest rates on our earnings.  Additional market exposures exist in our other general account insurance products and in our debt structure and derivatives positions.  Our pri mary sources of market risk are substantial, relatively rapid and sustained increases or decreases in interest rates or a sharp drop in equity market values.  These market risks are discussed in detail in the following pages and should be read in conjunction with our consolidated financial statements and the accompanying notes to the consolidated financial statements presented in “Item 1. Financial Statements,” as well as “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”



Interest Rate Risk  



Effect of Interest Rate Sensitivity



For information about the effect of interest rate sensitivity on our income (loss) from operations , see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk   Effect of Interest Rate Sensitivity ”   in our 2015 Form 10-K.



Interest Rate Risk on Fixed Insu rance Businesses



In periods of low interest rates, we have to reinvest the cash we receive as interest or return of principal on our investments in lower yielding instruments.  Moreo ver, borrowers may prepay fixed- income securities, commercial mortgages and mortgage-backed securities in our general accounts in order to borrow at lower market rates, which exacerbates this risk.  Because we are entitled to reset the interest rates on our fixed- rate annuities only at limited, pre-established intervals, and because many of our contracts have guaranteed minimum interest or crediting rates, our spreads could decrease and potentially become negative. 



Prolonged historically low rates are not healthy for our business fundamentals.  However , we have recognized this risk and have been proactive in our investment strategies, product designs, crediting rate strategies and overall asset-liability practices to mitigate the risk of unfavorable consequences in this type of environment.  For some time now, new products have been sold with low minimum crediting floors, and we apply disciplined asset-liability management standards, such as locking in spreads on these products at the time of issue.     See “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” in our 2015 Form 10-K for addition al information on interest rate risks .



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The following provides detail on the percentage differences between the March 31, 2016 , interest rates being credited to cont ract holders based on the first quarter of 2016   declared rates and the respective minimum guaranteed policy rate (in millions), broken out by contract holder account values reported within our segments:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Account Values

 



 

 

 

Retirement

 

 

 

 

 

 

 

%  

 



 

 

 

 

Plan

 

 

Life

 

 

 

 

 

Account

 



Annuities

 

 

Services

 

Insurance (1)

 

Total

 

Values

 

Excess of Crediting Rates over Contract Minimums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discretionary rate setting products: (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Occurring within the next twelve months: (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No difference

$

8,000 

 

 

$

10,828 

 

 

$

32,446 

 

 

$

51,274 

 

70.6% 

 

Up to 0.50%

 

1,616 

 

 

 

554 

 

 

 

457 

 

 

 

2,627 

 

3.6% 

 

0.51% to 1.00%

 

2,547 

 

 

 

406 

 

 

 

 -

 

 

 

2,953 

 

4.1% 

 

1.01% to 1.50%

 

2,739 

 

 

 

47 

 

 

 

121 

 

 

 

2,907 

 

4.0% 

 

1.51% to 2.00%

 

503 

 

 

 

 -

 

 

 

821 

 

 

 

1,324 

 

1.8% 

 

2.01% to 2.50%

 

71 

 

 

 

 -

 

 

 

 -

 

 

 

71 

 

0.1% 

 

2.51% to 3.00%

 

106 

 

 

 

 -

 

 

 

 -

 

 

 

106 

 

0.1% 

 

3.01% or greater

 

43 

 

 

 

 -

 

 

 

 -

 

 

 

43 

 

0.1% 

 

Occurring after the next twelve months (4)

 

3,890 

 

 

 

 -

 

 

 

 -

 

 

 

3,890 

 

5.4% 

 

Total discretionary rate setting products

 

19,515 

 

 

 

11,835 

 

 

 

33,845 

 

 

 

65,195 

 

89.8% 

 

Other contracts (5)

 

2,474 

 

 

 

4,893 

 

 

 

 -

 

 

 

7,367 

 

10.2% 

 

Total account values

$

21,989 

 

 

$

16,728 

 

 

$

33,845 

 

 

$

72,562 

 

100.0% 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of discretionary rate setting product account

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

values at minimum guaranteed rates

 

41.0% 

 

 

 

91.5% 

 

 

 

95.9% 

 

 

 

78.6% 

 

 

 



(1)

Excludes policy loans.

(2)

Contracts currently within new money rate bands are grouped according to the corresponding portfolio rate band in which they will fall upon their first anniversary.

(3)

The average crediting rates wer e   47 basis po ints ,   4 basis p oints a nd 6 basis p oints in excess of average minimum guaranteed rates for our Annuities, Retirement Plan Services and Life Insurance segments, respectively.

(4)

The average cred iting rates were 108 basis points in excess of average minimum guaranteed rates.  Of our account values for these products: 31% are scheduled to reset in more than one year but not more than two years; 20% are scheduled to reset in more than two years but not more than three years; and 49% are scheduled t o reset in more than three years.

(5)

For Annuities, this amount relates primarily to income annuity and short-term dollar cost averaging business.  For Retirement Plan Services, this amount relates primarily to indexed-based rate setting products in which the average crediting rates w er e   12 basis points in excess of average minimum guaranteed rates and 77%  o f acco unt values were already at their minimum guaranteed rates.



The maturity structure and call provisions of the related portfolios are structured to afford protection against erosion of investment portfolio yields during periods of declining interest rates.  We devote extensive effort to evaluating the risks associated with falling interest rates by simulating asset and liability cash flows for a wide range of interest rate scenarios.  We seek to manage these exposures by maintaining a suitable maturity structure and by limiting our exposure to call risk in each respective investment portfolio.



Derivatives



See Note 5   for information on our derivatives used to hedge our exposure to changes in interest rates.



Equity Market Risk



Our revenues, ass ets and liabilities are exposed to equity market risk that we often hedge with derivatives .  Due to the use of our RTM process and our hedging strategies, we expect that, in general, short-term fluctuations in the equity markets should not have a significant effect on our quarterly earnings from unlocking of assumptions for DAC, VOBA, DSI, and DFEL .  However, earnings are affected by equity market movements on account values and assets under management and the related fees we earn on those assets.  Refer to “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Critical Accounting Policies and Estima tes – DAC, VOBA, DSI and DFEL” in our 2015 For m 10-K for further discussion of the effects of equity markets on our RTM.    



Effect of Equity Market Sensitivity



For information about the effect of equity market sensitivity on our income (loss) from operations , see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Equity Market Risk Effect of Equity Market Sensitivity ”   in our 2015 Form 10-K.

89


 

 

Credit Risk



We may use credit-related derivatives to minimize our exposure to credit-related events , and we also sell credit default swaps to offer credit protection to our contract holders and investors. 



In addition to the information provided about our counterparty exposure in Note 5 , the fair value of our exposure by rating (in millions) was as follows:







 

 

 

 

 

 

 

 

 



 

As of

 

 

As of

 

 



March 31,

December 31,

 



 

2016

 

 

2015

 

 

A

 

$

 

 

$

 

 

BBB

 

 

 

 

 

10 

 

 

Total

 

$

14 

 

 

$

15 

 

 



See Note 5 for   additional information on our credit risk .  



Item 4.     Controls and Procedures



Conclusions Regarding Disclosure Controls and Procedures



We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.   As of the end of the period required by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us and our consolidated subsidiaries required to be disclosed in our periodic reports under the Exchange Act.



Changes in Internal Control Over Financial Reporting



There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2016 , that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.  Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.





90


 

 

PART II – OTHER INFORMATION



Item 1 Legal Proceedings



Information regarding reportable legal proceedings is contained in Note 8 in “Part I – Item 1.”



Item 1A .     Risk Factors



Department of Labor regulation defining fiduciary could cause changes to the manner in which we deliver products and services as well as changes in nature and amount of compensation and fees.



On April 8, 2016, the DOL released the final Definition of Fiduciary; Conflict of Interest Rule and related prohibited transaction exemptions (the “DOL Fiduciary Rule”), which, when effective, will substantially expand the range of activities that would be considered to be fiduciary investment advice under the E mployee R etirement I ncome S ecurity A ct of 1974 and the Internal Revenue Code.  The DOL Fiduciary Rule provides for a phased implementation of the provisions of this new regulation, the first of which will be effective on April 10, 2017, with full implementation by January 1, 2018.  Under the DOL Fiduciary Rule, the investment-related information and support that our advisors and employees may provide to plan sponsors, participants and IRA holders on a non-fiduciary basis will be limited beyond what is allowed under the current law.  As a result, changes to the methods that we use to (i) deliver products and services, and (ii) pay and receive compensation for our investment-related products and services may be required, which may impact sales or margins.  In addition, if any of our advisors were to provide fiduciary investment advice as defined in the DOL Fiduciary Rule, it could also expose us and our advisors to additional risk of legal liability in connection with that advice.  For additional information regarding the DOL proposed regulation, see “Item 1. Business – Regulatory – Insurance Regulation – Federal Initiatives – Department of Labor Regulation” in our 2015 Form 10-K.



Item 2 Unregistered Sales of Equity Securities and Use of Proceeds



(c)  The following table summarizes purchases of equity securities by the issuer during the quarter ended March 31, 2016 (dollars in millions, except per share data): 







 

 

 

 

 

 

 

 

 

 

 

 

 



 

(a) Total

 

 

 

 

(c) Total Number

 

(d) Approximate Dollar

 



 

Number

 

(b) Average

 

of Shares (or Units)

 

Value of Shares (or

 



 

of Shares

 

Price Paid

 

Purchased as Part of

 

Units) that May Yet Be

 



 

(or Units)

 

per Share

 

Publicly Announced

 

Purchased Under the

 

Period

 

Purchased (1)

 

(or Unit)

 

Plans or Programs (2)

 

Plans or Programs (2)(3)

 

1/1/16 – 1/31/16

 

 

 -

 

$

 -

 

 

 -

 

$

568 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

2/1/16 – 2/29/16

 

 

3,992,347 

 

 

35.52 

 

 

3,992,347 

 

 

426 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

3/1/16 – 3/31/16

 

 

1,523,712 

 

 

38.23 

 

 

1,523,712 

 

 

368 

 



(1)

Of the total number of shares purchased, no shares were received in connection with the exercise of stock options and related taxes.  For the quarter ended March 31, 2016, there were 5,516,059 shares purchased as part of publicly announced plans or programs. 

(2)

On May 21, 2015, our Board of Directors authorized an increase in our securities repurchase authorization, bringing the total aggregate repurchase authorization to $1.0 billion.  As of March 31, 2016, our remaining security repurchase authorization was $368 million.  The security repurchase authorization does not have an expiration date.  The amount and timing of share repurchase depends on key capital ratios, rating agency expectations, the generation of free cash flow and an evaluation of the costs and benefits associated with alternative uses of capital. 

(3)

As of the last day of the applicable month. 



Item 6 Exhibits



The Exhibits included in this report are listed in the Exhibit Index beginning on page E-1, which is incorporated herein by refer ence.

91


 

 

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

 



 

 

 

LINCOLN NATIONAL CORPORATION



 

 



By:

/s/  RANDAL J. FREITAG



 

Randal J. Freitag

Executive Vice President and Chief Financial Officer



 

 



By:

/s/  CHRISTINE A .   JANOFSKY



 

Christine A. Janofsky

Senior Vice President and Chief Accounting Officer

Dated:  May 5, 2016

 

 









 

 

92


 

 

LINCOLN NATIONAL CORPORATION

Exhibit Index for the Report on Form 10-Q

For the Quarter Ended March 31, 2016





 



 

10.1

Form of Restricted Stock Unit Award Agreement for Senior Management Committee (Other than CEO) is filed herewith.*

10.2

Form of Nonqualified Stock Option Award Agreement for Senior Management Committee (Other than CEO) is filed herewith.*

10.3

Form of 2016-2018 Performance Cycle Agreement for Senior Management Committee (Other than CEO) is filed herewith.*

10.4

The Severance Plan for Officers of LNC (Amended and Restated effective as of February 24, 2016) is filed herewith.*

12

Historical Ratio of Earnings to Fixed Charges.

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.



* This exhibit is a management contract or compensatory plan or arrangement.













E-1


Exhibit 10.1

L INCOLN NATIONAL CORPORATION



R ESTRICTED STOCK UNIT AWARD AGREEMENT



For Senior Management Committee (Other than CEO)







This Restricted Stock Unit Award Agreement (the “Agreement”) is by and between Lincoln National Corporation (“LNC”) on behalf of itself and its affiliates, and <First Name>   <Last Name>   (the “Grantee”), and evidences the grant on   <Grant Date>   (the “Grant Date”)   of Restricted Stock Units   (“RSUs”) to Grantee, and Grantee’s acceptan ce of the RSUs , in accordance with the terms and provisions of the Lincoln National Corporation 2014   Incentive Compensation Plan effective May 22, 2014   (the “Plan”) and this Agreement.  LNC and Grantee agree as follows:  



1. Number of Shares Granted .  Grantee is awarded   <Granted Amount>   RSUs subject to the terms and restrictions as set forth in the Plan and in this A greement .  In the event an adjustment pursuant to Section   10(c) of the Plan is required , the number of RSUs   awarded under this Agreement and/or the number of shares of LNC common stock (the “Shares”)   delivered pursuant to RSUs granted under this Agreement shall be adjust ed in accordance with Section   10(c) of the Plan.  All RSUs after such adjustment (and/or S hares deliverable pursuant to RSU s granted under this Agreement) shall be subject to the same restrictions applicable to such RSUs (and/or S hares issuable pursuant to an RSU granted under this Agreement) before the adjustment .

2. Vesting of Restricted Stock Units S ubject to Paragraph  8, below, the RSUs shall vest upon the earliest   to occur of the following dates (such date, the “Vesting Date”), provided Grantee remains in Service (defined in Paragraph 10, below)   through such date :

(a)

100% as of   the third anniversary of the Grant Date ;   or

(b)

100% as of t he date on which the Grantee has a Separation from Service (defined in Paragraph 10, below)   on account of Total Disability (defined in Paragraph 10, below) ; or

(c)

100%   as of t he date of the Grantee’s death; or

(d)

100% as of t he date of the Grantee’s involuntary Separation from Service other than for Cause (defined in Paragraph 10, below) , provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control ; or

(e)

Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below) .

Page 1

 


 

The number of RSUs vesting pro-rata upon the event described in Subparagraph  2 (e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date   (such three-year period, the “Vesting Period”), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU).

In the event that Grante e   has a Separation from Service prior to the vesting of RSUs as set forth above , other than under the circumstances described in S ub paragraphs  2 (b) through ( e ) , the RSU s shall be forfeited and automatically transferred back to LNC .  Upon forfeiture, Grantee shall have no further righ ts in such RSU s or Shares deliverable pursuant to an RSU granted hereunder.

3. Dividend Equivalent Rights .   No cash dividends shall be payable with respect to the RSUs .   Instead, for each RSU, Grantee shall have a dividend equivalent right (“DER”).  The DER shall entitle the Grantee to additional RSUs on each date that dividends are paid on Shares while the RSU is outstanding.  The number of RSUs to be credited on a dividend payment date based on each DER shall equal the number (or fraction thereof) obtained by dividing the aggregate dividend that would have been paid if the RSUs had been outstanding Shares by the Fair Market Value of a Share on the date of the payment of the dividend.  DERs have the same restrictions as the underlying RSUs.

4. Distribution of Shares .     Except as provided below , a Share shall be distributed to Grantee (or to Grantee’s estate) for every vested RSU (including RSUs credited based on DERs), on or within 60 days after the Vesting Date. 

Once a Share has been issued with respect to an RSU pursuant to this Agreement and the Plan, the Grantee shall have no further rights with respect to the RSU.  

Notwithstanding anything in this Paragraph 4 to the contrary, in the case of a Key Employee (defined below) who is eligible for Retirement at any time prior to the third anniversary of the Grant Date , a distribution upon the Key Employee’s Separation from Service shall be made on the date that is six (6) months after the date on which the Key Employee has a Separation from Service.  A “Key Employee” means an employee who, as of his Separation from Service from LNC or its affiliates, is treated as a “specified employee” under Code section 409A(a)(2)(B)(i) (i.e., a key employee as defined in Code section 416(i) without regard to paragraph (5) thereof).  Key Employees shall be determined in accordance with Code section 409A.

5. Tax Withholding .   LNC will require Grantee to remit an amount equal to any tax withholding required by federal, state, or local law on the value of the R SUs at such time as LNC is required to withhold such amounts .  In accordance with procedures established by the Committee, Grantee may satisfy any required tax withholding payments in any combination of cash, certified check, or Shares  ( including the surrender of Shares held by the Grantee or those that would otherwise be issued in settlement of this award).   Any surrendered or withheld Shares will constitute satisfaction of any required tax withholding to the extent of their Fair Market Value.

Page 2

 


 

6. Voting Rights .  Grantee shall have no voting rights with respect to RSUs .

7. Transferability .     N either the RSUs granted under this Agreement, nor any interest or right therein or part thereof , shall be transferred ,   sold, pledged, hypothecated, margined or otherwise encumbered by the Grantee , except by will or the laws of descent and distribution .    

8. Cancellation/Rescission of Award a fter Vesting or Distribution /Termination for Cause .    

(a) I f Grantee ’s Service   is terminated for Cause ,   any Shares distributed in settlement of this   award   during the six (6) month period prior to such termination for Cause shall be rescinded   and any such Shares not yet delivered in settlement of this award shall be cancelled   without further action by the Compensation Committee of the LNC Board of Directors (the “Committee”) or its delegate

(b) I f Grantee fail s to comply with the non-competition, non-solicitation, non-disparagement , or non-disclosure provisions described in Subparagraphs   9 (a), 9 (b), 9 (c), and   9 (d) , below , before Shares are distributed in settlement of th is   award ,   this a ward shall be cancelled without further action by the Committee or its delegate

(c) If requested by LNC, at the time Shares are to be distributed pursuant to this Agreement, Grantee shall certify in a form acceptable to LNC that Grantee is in compliance with the terms and conditions described in Subparagraph 9 (a), 9 (b), 9 (c), and   9 (d) ,   below.     Grantee’s f ailure to comply with Subparagraph 9 (a) through 9 (d) at any time from the Grant Date through the six (6) month period after the date   Shares are distributed in settlement of the RSUs shall cause such Shares to be rescinded. 

(d) (1)  LNC shall notify Grantee in writing of any such rescission : ( A ) in the case of Subparagraph 8 (a), not later than 90 days after such termination for Cause; and ( B )     not later than 180 days after LNC obtains knowledge of Grantee’s failure to comply with Subparagraphs   9 (a), 9 (b), 9 (c), or   9(d ) , below

(2)  Within ten (10) days after receiving a rescission   notice from LNC :   ( A )   Grantee must surrender to LNC the S hares acquired upon settlement of th is  a ward ; or ( B )   if such S hares have been sold or transferred, ( i )   Grantee must make a payment to LNC of the proceeds from such sale or transfer , or ( ii )   i f there are no proceeds from such transfer, Grantee must make a payment to LNC equal to the Fair Market Value of such   S hares on the date of such transfer.    

In all cases, Grantee shall pay to LNC the gross amount of any gain realized or payment received (not net of any withholding or other taxes paid by Grantee) as a result of the RSU s .          

9.

Covenants.

(a) Non-Compet ition Grantee may not become employed by, work on behalf of, or otherwise render services that are the same or similar to the services rendered by Grantee

Page 3

 


 

to the business unit(s) for which Grantee provided Service or otherwise had responsibilities for at the time of his/her termination to any other organization or business that competes with or provides, or is planning to provide, the same or similar products and/or services.  Grantee understands and agrees that this restriction is nationwide in scope

(b) Non-Solicitation .  Grantee shall not directly or indirectly hire, manage, solicit , or recruit any employees , agents, financial planners, salespeople, financial advisors, vendors ,   or service providers of LNC (including, but not limited to, doing a “lift-out” of same) whom Grantee had hired, managed, supervised, or otherwise became familiar with as a resul t of his/her Service .

(c) Non-Disparagement .  Grantee shall not ( 1 )   make any public statements regarding his/her Service (other than factual statements concerning the dates of Service and positions held) or his/her termination or Retirement from LNC that are not agreed to by LNC, such approval not to be unreasonably withheld or delayed; and ( 2 )   disparage LNC or any of its affiliates, its and their respective employees, executives, officers, or Boards of Directors.

(d) Non-Disclosure & Ideas Provision Grantee shall not, without prior written authorization from LNC, disclose to anyone outside LNC, or use in other than LNC’s business, any trade secrets or confidential and/or proprietary information received from or on behalf of, developed for, or otherwise relating to the business of, LNC.  Nothing in this Subparagraph 9(d) shall prohibit or restrict Grantee (or Grantee’s attorney) from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority, regarding this Agreement or its underlying facts or circumstances.  Furthermore, Grantee agrees to disclose and assign to LNC all rights and interest in any invention or idea that Grantee developed or helped develop for actual or related business, research, or development work during the period of Grantee’s Service .

Notwithstanding anything herein to the contrary ,   LNC may , in its discretion, waive   Grantee’s compliance with Subparagraphs  9 (a), 9 (b), 9 (c), or   9 (d)   in whole or part in any individual case .  Moreover, i f Grantee’s Service is terminated by LNC other than for Cause, a failure by Grantee to comply with the provisions of Subparagraph   9 (a) ,   above , after such termination shall not in and of itself cause rescission if the   Shares were distributed in settlement of the RSU s   prior to Grantee’s date of termination.    

10. Definitions .  As used in this Agreement:

“Cause” means a conviction of a felony or any fraudulent or willful misconduct by Grantee that is materially and demonstrably injurious to the business or reputation of LNC or its affiliates .   Cause shall be determined in the sole discretion of the Committee. 

“Retire s ” or “Retirement” means   Grantee’s Separation from Service from LNC or any Subsidiary either (i) at age 55 or older with at least five (5) years of Service or (ii) at any age with at least seven (7) years of Service as a member of LNC’s Senior Management Committee .  

“Service” means   Grantee’s continuous service as a common law employee of, or as a   planner with a full-time agent’s contract with, LNC or any S ubsidiary.     Service as a common law

Page 4

 


 

employee is the period of time Grantee is on the payroll of LNC or a Subsidiary but prior to the time the Grantee has had a Separation from Service .  Service as a planner is the period of time Grantee’s full-time agent’s contract is in effect   but prior to the time the Grantee has had a Separation from Service .

  “Separation from Service” has the meaning given such term in Code s ection 409A and the regulations issued thereunder. 

“Subsidiary” means a corporation in which LNC has ownership of at least twenty-five percent.

“Total Disability” means (as determined by the Committee) a disability that results in Grantee being unable to engage in any occupation or employment for wage or profit for which Grantee is, or becomes, reasonably qualified by training, education or experience.  In addition, the disability must have lasted six (6) months and be expected to continue for at least six (6) more months or be expected to continue unto death.    

11. Compliance with Securities Laws .     Shares shall not be issued with respect   to RSUs unless the issuance and delivery of such   Shares shall comply with all relevant provisions of state and   federal laws, rules and regulations, and, in the discretion of LNC ,   shall be further subject to the approval of counsel for LNC with   respect to that compliance. 

12. Incorporation of Plan Terms .  This a ward is subject to the terms and conditions of the Plan.  Such terms and conditions of the Plan are incorporated into and made a part of this Agreement by reference.  In the event of any conflicts between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  Capitalized terms used but not defined in th is Agreement shall have the meanings set forth in the Plan unless the context clearly requires an alternative meaning.  

IN WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement as of t he effective date set out above .



LINCOLN NATIONAL CORPORATION





 

 



 

 



/s/ Dennis R. Glass

 



Name:  Dennis R. Glass

 



Title:  President and Chief Executive Officer

 



Page 5

 


Exhibit 10.2

L INCOLN NATIONAL CORPORATION



NONQUALIFIED STOCK OPTION AGREEMENT



For Senior Management Committee (other than CEO )

 

This Nonqualified Stock Option Agreement (the “Agreement”) evidences the terms of the grant by Lincoln National Corporation (“LNC”) of a Nonqualified Stock Option (the “Option”) to <First Name> <Last Name>   (“Grantee”) on   < Grant Date >   (the “Grant   Date ”), and Grantee’s acceptance of the Option , in accordance with and subject to the terms and provisions of the Lincoln National Corporation 20 14 Incentive Compensation Plan effective May 22, 2014 (the “Plan”) and this Agreement.  LNC and Grantee agree as follows:

1.

Shares Optioned and Option Price .

Grantee shall have an Option to purchase <Granted Amount>   shares of LNC common stock (the “Shares”) for < Grant Price >  ( in United States D ollars) for each Share.

2.

Vesting Dates .

The Option shall vest as follows , provi ded the Grantee remains in Service   (defined in Paragraph 9 , below) through the specified vesting date :

1/3   of the Option on   the first anniversary of the Grant Date ;

1/3   of the Option on the second anniversary of the Grant Date ; and

1/3   of the Option on the third anniversary of the Grant Date .

In addition, u pon Grantee’ s termination of Service for any of the following reasons , the unvested portion of the   Option shall vest as indicated :

(a)

100% as of the date of Grantee’s death; or

(b)

100% as of the date of Grantee ’s termination of Service   on account of   Total Disability (defined in Paragraph 9 , below); or

(c)

100% as of the date of Grantee’s inv oluntary termination of Service other than for Cause, within two (2) years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control ; or

(d)

Pro-rata as of the date Grantee Retires (defined in Paragraph   9 , below); except that if Grantee Retires at age 62 or older, the Option   shall be 100% vested as of that date .

An Option that vest s pro-rata upon the event described in Subparagraph   2 (d )   above   shall vest according to a pro-ration formula equal to the total number of days of Service th at Grantee provides during the applicable Vesting P eriod (defined below) ,   divided by the number of days in the   applicable Vesting P eriod in which the event d escribed in Subparagraph   2 (d ) occurs , multiplied by the number of Shares subject to the Option that may vest during the applicable

Page 1

 


 

Vesting P eriod (rounding up to the nearest whole Share).   For purposes of pro -rating , the applicable Vesting P eriod   is the one-year period between the Grant   Date and first anniversa ry of the Grant   Date during which a portion of the Option vest s , or the one -year period between anniversari es of the Grant   Date during which a portion of   the Option vest s .

Except as provided above, any portion of the Option that is unvested upon Grantee’s termination of Service shall be deemed forfeited immediately following termination. 

3.

Exercise Period .

Grantee may exercise all or part of the Option ,   to the extent vested, prior to the close of business at LNC headquarters   on any LNC business day   (in accordance with procedures established by LNC) until the first to occur of:

(a)

the tenth anniversary of the Grant   Date ; or

(b)

t he first anniversary of the date of Grantee’s termination of Service on account of death or Total Disability; or

(c)

the fifth anniversary of Grantee’s Retirement; or  

(d)

the date three (3) months after Grantee’s involuntary termination of Service   other than for Cause, including the sale or disposition of the business for which Gr an tee provides Service ; or

(e)

the   date of Grantee’s termination of Service for any reason other than those described in Subparagraphs   3 (b), (c), or (d) , respectively .

4.

Manner of Exercise .



To exercise an O ption, Grantee must :    ( a )   ac cept the terms of this award by delivering an acknowledgment (in th e form specified by LNC);  ( b )   deliver notice   of the exercise (in the form specified by LNC) to the LNC stock option administrat or ;   and ( c )   submit full payment of the exercise price .  Payment of the exercise price may be made in any combination of cash, certified check, Shares (including the surrender of Shares held by the Grantee or those that would otherwise be issued on exercise of the Option) ,   or, to the extent LNC has adopted a broker assisted cashless exercise program, through a broker assisted cashless exercise Any surrendered or withheld Shares will constitute payment to the extent of their Fair Market Value. 



5.

T ax Withholding .

As soon as practicable after the exercise date, LNC shall cause the appropriate number of Shares to be issued to Grantee.  LNC shall not issue Shares until any required tax withholding payments are remitted to LNC by Grante e In accordance with procedures established by the Compensation Committee of the LNC Board of Directors ( the “Committee”) ,   Grantee may satisfy any requ ired tax withholding payments in any combination of cash, certified check, or Shares   ( including the surrender of Shares held by the Grantee or those that would otherwise be issued on exercise of the Option )   or, to the extent LNC has adopted a broker assisted cashless

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exercise program, through a broker assisted cashless exercise .     Any surrendered or withheld Shares will constitute satisfaction of any required tax withholding to the extent of their Fair Market Value.  

6.

Transferability .

Unless otherwise approved by the Committee, n o rights under this Agreement may be transferred except by will or the laws of descent and distribution.  The rights under this Agreement may be exercised during the lifetime of Grantee only by Grantee.  After Grantee’s death, the Option may be exercised by the person or persons to whom the Option was transferred by will or the laws of descent and distribution. 

7.

C ancellation/Rescission of Options and/or Related Exercise /Termination for Cause.

(a) I f Grantee ’s Service is terminat ed for Cause , any Shares acquired upon exercise of the Option during the six (6) month period prior to such termination for Cause shall be rescinded   and any remaining portion of the Option shall be cancelled   without further action by the Committee or its delegate

(b) I f Grantee   fail s to comply with the non-competition, non-solicitation, non-disparagement , or non-disclosure provisio ns described in Subparagraphs   8 (a), 8 (b), 8 (c), and   8 (d) ,   below , before the Option is exercised , the Option shall be cancelled without further action by the Committee or its delegate

(c) If requested by LNC, u pon exercise of the Option, Grantee shall certify in a form acceptable to LNC that Grantee is in compliance with the terms and conditions described in Subparagraph s   8 (a), 8 (b), 8 (c), and   8 (d) ,   below Grantee’s f ailure to comply with   Subparagraphs 8 (a) through 8 (d)   at any time from the Grant Date through the six (6) month period after any exercise o f this Option shall cause such Option and /or any   S hares acquired upon exercise of the Option to be rescinded.  

(d) (1) LNC shall notify Grantee in writing of any such rescission : (A ) in the case of Subparagraph 7(a), not later than 90 days after such termination for Cause; and ( B )   not later than 180 days after LNC obtains knowledge of Grantee’s failure to comply with Subparagraphs   8 (a), 8 (b), 8 (c), or 8 (d)

(2) Within ten (10) days after receivi ng a rescission notice from LNC: ( A )   Grantee must surrender to LNC the Shares acquired upon exercise of the Option, less a number of Shares having a Fair Market Value equal to the aggregate exercise price of the Option ; or ( B )   if the Shares acquired upon exercise of the Option have been sold or transferred, ( i )   Grantee must make a payment to LNC of the proceeds from such sale or transfer , or (ii )   if there are no proceeds from such transfer, Grantee must make a payment to LNC equal to the Fair Market Value of the Shares on the date of such transfer.  

In all cases, Grantee shall pay to LNC the gross amount of any gain realized or payment received ( not net of any withholding or other taxes paid by Grantee) as a result of the Option

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8.

C ovenants .

(a) Non-Competition Grantee may not become employed by, work on behalf of, or otherwise render services that are the same or similar to the services rendered by Grantee to the business unit(s) for which Grantee provided Service or otherwise had responsibilities for at the time of his/her termination to any other organization or business that competes with or provides, or is planning to provide, the same or similar products and/or services.  Grantee understands and agrees that this restriction is nationwide in scope .  

(b) Non-Solicitation .  Grantee shall not directly or indirectly hire, manage, solicit , or recruit any employees, agents, financial planners, salespeople, financial advisors, vendors , or service providers of LNC (including, but not limited to, doing a “lift-out” of same) whom Grantee had hired, managed, supervised, or otherwise became familiar with as a result of his/her Service .

(c) Non-Disparagement .  Grantee shall not ( 1 )   make any public statements regarding his/her Service   (other than factual statements concerning the dates of Service and positions held) or his/her termination or Retir ement from LNC that are not agreed to by LNC, such approval not to be unreasonably withheld or delayed; and ( 2 )   d isparage LNC or any of its affiliates, its and their respective employees, executives, officers, or Boards of Directors.  

(d) Non-Disclosure & Ideas Provision .  Grantee shall not, without prior written authorization from LNC, disclose to anyone outside LNC, or use in other than LNC’s business, any trade secrets or confidential and/or proprietary information received from or on behalf of, developed for, or otherwise relating to the business of, LNC .  Furthermore, Grantee agrees to disclose and assign to LNC all rights and interest in any invention or idea that Grantee developed or helped develop for actual or related business, research, or development work during the period of Grantee’s Service .  

Notwithstanding anything to the contrary herein ,   LNC may , in its discretion, waive   Grantee’s compliance with Subparagraphs  8 (a), 8 (b), 8 (c) , or 8 (d) in whole or part in any individual case .  Moreover, i f Grantee’s Service is terminated by LNC other than for Cause, a failure by Grantee to comply with the provisions of Subparagraph   8 (a) ,   above , after such termination shall not in and of itself cause rescission to the extent the Option was exercised before Grantee’s termination.    

9.

Definitions .    

As used in this Agreement:

  “Ca use” means a conviction of a felony or any fraudulent o r willful misconduct by Grantee that is materially and demonstrably injurious to the business or reputation of LNC or its affiliates .  Cause shall be determined in the sole discretion of the Committee. 

“Retire s” or “Retire ment” means   Grantee’s termination of Service from LNC or a ny   S ubsidiary either (i) at ag e 55   or older with at least five (5) years of S ervice or (ii) at any age with at least seven (7) years of Service as a member of LNC’s Senior Management Committee .  

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“Service” means Grantee’s continuous service as a common law employee of, or as a planner with a full-time agent’s contract with , LNC or any S ubsidiary.  Service as a common law employee is the period of time Grantee is on the payroll of LNC or a Subsidiary.  Service as a planner is the period of time Grantee’s full-time agent’s contract is in effect.

“Subsidiary” means any corporation in which LNC has ownership of at least twenty-five percent .  

“Total Disability” means (as determined by the Committee) a disability that results in Grantee being unable to engage in any occupation or employment for wage or profit for which Grantee is, or becomes, reasonably qualified by training, education or experience.  In addition, the disability must have lasted six (6) months and be expected to continue for at least six (6) more months or be expected to continue unto death.    

10.

Incorporation of Plan Terms .

This a ward is subject to the terms and conditions of the Plan.  Such terms and conditions of the Plan are incorporated into and made a part of this Agreement by reference.  In the event of any conflicts between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  Capitalized terms used but not defined in th is Agreement shall have the meanings set forth in the Plan unless the context clearly requires an alternative meaning.



IN WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement as of the day and year first above written.



LINCOLN NATIONAL CORPORATION





 

 



 

 



/s/ Dennis R. Glass

 



Name:  Dennis R. Glass

 



Title:  President and Chief Executive Officer

 



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Exhibit 10.3

L INCOLN NATIONAL CORPORATION





20 1 6 LONG-TERM INCENTIVE AWARD PROGRAM

20 1 6 -   201 8 Performance Cycle Agreement



For Senior Management Committee (other than CEO )





This A ward A greement (“Agreement”), by and between Lincoln Nationa l Corporation (“LNC”) on behalf of itself and its affiliates, and the <First Name> <Last Name>   (“Grantee”), evidences the grant by LNC on   < Grant Date > , of a long-term incentive performance award to Grantee, and Grantee’s acceptance of the award , in accordance with and subject to the provisions of the Lincoln National Corporation 2014   Incentive Compensation Plan effective May 22 , 20 14  ( the “Plan”) and this Agreement.  LNC and Grantee agree as follows:

1 . Form of Award .     This performance award grant is for <Granted Amount>   shares of LNC common stock (“Shares”) During the performance cycle , this award shall consist of LNC stock units but any actual award that ultimately vest s   will be delivered in S hares. 

The number of Shares that will vest and be delivered , if any, may range from 0-200% of the aforementioned target number   of Shares plus any accumulated dividend equivalents under Section 4, below .  Shares will vest and be delivered only after certification by the Compensation Committee of the LNC Board of Directors (the “Committee”) of the achievement of company performance criteria previously established and approved by the Committee   for the performance cycle ; however in no event will Shares be delivered later than March 15 th of the year following the completion of the performance cycle

The Committee reserves the right to adjust the target number   or amount of Shares   delivered at any time to the extent permissible under Code section   162(m).    

In the event an adjustment pursuant to Section 10(c) of the Plan is required , the number of S hares that may ultimately vest under this Agreement, if any, shall be adjust ed in accordance with Section 10(c) of the Plan.  All Shares that may ultimately vest under this Agreement, if any, after such adjustment shall be subject to the same restrictions applicable any Shares that may have vested under this Agreement before the adjustment .

2 . Full or Pro-Rata Awards upon Certain Events .    

(a) Except as provided in this Paragraph   2 and in Paragraph   3 ,   below , if Grantee has a Separation from Service (defined in Paragraph 10, below), for any reason during the performance cycle ,   the award shall be forfeited and automatically transferred back to LNC .  Upon forfeiture, Grantee shall have no further righ ts in such award or Shares issuable pursuant to an award granted hereunder.    

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(b) In the case of Grantee's Retirement   (defined in Paragraph   10 , below ) , Grantee (or Grantee's estate , if applicable) shall receive a pro-rated award ba sed on the pro-ration formula described below.    

  ( c ) In the case of Grantee’s death or Separation from Service on account of Total Disability   (defined in Paragraph  10 , below ) , Grantee (or Grantee's estate , if applicable) shall receive a full, non-prorated award as if Grantee had provided S ervice for the entire performance cycle

The number of Shares deliverable upon the pro-rata vesting event described in Subparagraph  2 (b) shall be calculated by multiplying this award by the product resulting from multiplying a fraction where the denominator is equal to the number of days during the performance cycle , and the numerator is equal to the number of days that the Grantee provided Service   during the performance cycle , by a factor based on the company’s attainment of performance criteria during the performance cycle .  Thereafter, the number of Shares deliverable shall be rounded up to the nearest whole Share.

Any Shares deliverable under this Paragraph 2   shall be delivered at the same time long-term incentive awards are normally paid and/or delivered a fter the end of the performance cycle .  

3. Change of Control .     In connection with a Change of Control , pursuant to the definition in effect on the day immediately preceding such Change of Control , the Committee shall determine what, if any, award under this Agreement shall vest .  In making such determination, the Committee shall consider the nature of such Change of Control, whether continuation of the Plan and the awards for th e   performance cycle are feasible, and whether the resulting corporate entity , if any, offers or commits to offer awards of comparable economic value; provided, however, that the Committee’s determination shall be consistent with existing LNC plans , such as the Plan and the LNC Executives’ Severance Benefit Plan.

Shares deliverable pursuant to this Paragraph  3 shall be delivered as of the earlier of ( a )   the time this award would normally be paid after the end of the original performance cycle established by the Committee, or ( b )  within 90 days after the Grantee’s involuntary Separation from Service, other than for Cause , from LNC, its affiliates or any successor entity, provided such Separation from Service occurs within two years after such Change of Control. 

Notwithstanding the foregoing, a Grantee who has a voluntary Separation from   Service after a Change of Control but before delivery of Shares in settlement of this award shall forfeit th is award.

4 . Dividend Equivalents .  If an award vests , Grantee shall also receive an amount equal to the dividends that would have been paid on such Shares had Grantee held such S hares from the date of grant through the date the Shares become deliverable .  Such dividend equivalent amount shall be delivered in Shares based on the Fair Market Value of a Share on the date of the payment of the dividend. 

  5 . Tax Withholding .     LNC will require Grantee to remit an amount equal to any tax withholding required under federal, state or local law on the value of the S hares deliverable under this Agreement at such time as LNC is required to withhold such amounts.   In accordance

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with procedures established by the Committee, Grantee may satisfy any required tax withholding payments in any combination of cash, certified check, or Shares  ( including the surrender of Shares held by the Grantee or those that would otherwise be issued in settlement of this award).   Any surrendered or withheld Shares will constitute satisfaction of any required tax withholding to the extent of their Fair Market Value.

6 . Voting Rights .  Grantee shall have no voting rights with respect to LNC stock units .

7. Transferability .  This award may not be transferred, sold, pledged, hypothecated, margined or otherwise encumbered by Grantee , except by will or the laws of descent and distribution.

8 . Cancellation/Rescission of Award after Vesting or Distribution/Termination for Cause .    

(a) I f Grantee ’s Service is terminated for Cause , any Shares distributed in settlement of this award during the six (6) month period prior to such termination for Cause shall be rescinded and any such Shares not yet delivered in settlement of this award shall be cancelled   without further action by the Committee or its delegate

(b) I f Grantee fail s to comply with the non-competition, non-solicitation, non-disparagement or non-disclosure provisions described in Subparagraphs   9 (a), 9 (b), 9 (c), and   9 (d) , below , before Shares are delivered in settlement of this award , this award shall be cancelled without further action by the Committee or its delegate .

(c) If requested by LNC ,   at the time Shares are to be delivered pursuant to this Agreement, Grantee shall certify in a form acceptable to LNC that Grantee is in compliance with the terms and conditions described   in Subparagraphs   9 (a), 9 (b), 9 (c), and   9 (d) , below.     Grantee’s f ailure to comply with Subparagraph 9 (a) through 9 (d) at any time from the specified Grant Date   through the six (6) month period after any Shares are delivered in settlement of this award shall cause such Shares to be rescinded. 

(d) ( 1 LNC must notify Grantee in writing of any such rescission : ( A ) in the case of Subparagraph 8 (a), not later than 90 days after su ch termination for Cause; and ( B )   not later than 180 days after LNC obtains knowledge of Grantee’s failure to comply with Subparagraphs   9 (a), 9 (b), 9 (c), or   9 (d)

( 2 Within ten (10) days after receiving a rescission notice from LNC :   ( A Grantee must surrender to LNC the Shares acquired upon settlement of the award, or ( B ) if such Shares have been sold or transf erred, ( i ) Grantee must make a payment to LNC of the proceeds f rom such sale or transfer, or ( ii ) if there are no proceeds from such transfer, Grantee must make a payment to LNC equal to the Fair Market Value of such Shares on the date of such transfer.  

In all cases, Grantee shall pay to LNC the gross amount of any gain realized or payment received (not net of any withholding or other taxes paid by Grantee) as a result of the award.   

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9 . Covenants.

(a) Non-Competition Grantee may not become employed by, work on behalf of, or otherwise render services that are the same or similar to the services rendered by Grantee to the business unit(s) for which Grantee provide d Service or otherwise had responsibilities for at the time of his/her termination to any other organization or business that competes with or provides, or is planning to provide, the same or similar products and/or services.  Grantee understands and agrees that this restriction is nationwide in scope. 

(b) Non-Solicitation .  Grantee shall not directly or indirectly hire, manage, solicit , or recruit any employees, agents, financial planners, salespeople, financial advisors, vendors , or service providers of LNC whom Grantee had hired, managed, supervised, or otherwise became familiar with as a result of his/her Service .

(c) Non-Disparagement .  Grantee shall not ( 1 )   make any public statements regarding his/her Service (other than factual statements concerning the dates of Service and positions held) or his/her termination or Retirement from LNC that are not agreed to by LNC, such approval not to be unreasonably withheld or delayed; and ( 2 )   Grantee shall not disparage LNC or any of its affiliates, its and their respective employees, executives, officers, or Boards of Directors.

(d) Non-Disclosure & Ideas Provision .  Grantee shall not, without prior written authorization from LNC, disclose to anyone outside LNC, or use in other than LNC’s business, any trade secrets or confidential and/or proprietary information received from or on behalf of, developed for, or otherwise relating to the business of, LNC .  Furthermore, Grantee agrees to disclose and assign to LNC all rights and interest in any invention or idea that Grantee developed or helped develop for actual or related business, research, or development work during the period of Grantee’s Service .  

Notwithstanding anything to the contrary herein ,   LNC may , in its discretion, waive   Grantee’s compliance with Subparagraphs  9 (a), 9 (b), 9 (c), or   9 (d)   in whole or part in any individual case .  Moreover, i f Grantee’s Service is terminated by LNC other than for Cause, a failure by Grantee to comply with the provisions of Subparagraph   9 (a) ,   above , after such termination shall not in and of itself cause rescission if the   Shares were delivered in settlement of th is award before Grantee’s termination.    

    10 . Definitions .  As used in this Agreement:

“Cause” means a conviction of a felony or any fraudulent or willful misconduct by Grantee that is materially and demonstrably injurious to the business or reputation of LNC or its affiliates .  Cause shall be determined in the sole discretion of the Committee. .

“Retirement” means   Grantee’s Separation from Service from LNC or any Subsidiary either (i) at age 55 or older with at least five (5) years of Service or (ii) at any age with at least seven (7) years of Service as a member of LNC’s Senior Management Committee .

“Service” means Grantee’s   continuous service as a common law employee of, or as a planner with a full-time agent’s contract with, LNC or any S ubsidiary. Service as a common law

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employee is the period of time Grantee is on the payroll of LNC or a Subsidiary but prior to the time the Grantee has had a Separation from Service .  Service as a planner is the period of time Grantee’s full-time agent’s contract is in effect   but prior to the time the Grantee has had a Separation from Service .    

“Separation from Service” has the meaning given such term in Code section 409A and the regulations issued thereunder. 

“Subsidiary” means a corporation in which LNC has ownership of at least twenty-five percent.

“Total Disability” means (as determined by the Committee) a disability that results in Grantee being unable to engage in any occupation or employment for wage or profit for which Grantee is, or becomes, reasonably qualified by training, education or experience.  In addition, the disability must have lasted six (6) months and be expected to continue for at least six (6) more months or be expected to continue unto death. 

1 1 . Compliance with Securities Laws .  Shares shall not be issued with respect   to this award unless the issuance and delivery of such Shares shall comply with all relevant provisions of state and   federal laws, rules and regulations, and, in the discretion of LNC ,   shall be further subject to the approval of counsel for LNC with   respect to that compliance. 

1 2 . Incorporation of Plan Terms .  This award is subject to the terms and conditions of the Plan.  Such terms and conditions of the Plan are incorporated into and made a part of this Agreement by reference.  In the event of any conflicts between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control.  Capitalized t erms used but not defined in this Agreement shall have the meanings set forth in the Plan unless the context clearly requires an alternative meaning.  

IN WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement as of the first date set forth above.

LINCOLN NATIONAL CORPORATION







 

 



 

 



/s/ Dennis R. Glass

 



Name:  Dennis R. Glass

 



Title:  President and Chief Executive Officer

 



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Exhibit 10.4

THE SEVERANCE PLAN FOR OFFICER S OF

L INCOLN NATIONAL CORPORATION

( Amended and Restated e ffective a s   o f   February 24 , 2016 )







Purpose and Interpretation  



The Severance Plan For Officers of Lincoln National Corporation ,   amended and r estated e ffective as of February 24 , 201 6 (the “Plan”) , is a n amendment and restatement of the December 3 1, 201 5   Amendment and Restatement of the Plan .    



Th is Plan is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended , and the official guidance issued thereunder (the “409A Rules”).  Specifically, t his Plan is intended to represent a “separation pay plan” as defined under the 409A Rules.  It is intende d that benefits under this Plan shall be paid only in cases of Job Elimination , ” as defined below.  Notwithstanding any other provision of this Plan to the contrary , this Plan shall be interpreted, operated and administered in a manner c onsistent with these intentions



This Plan is intended to be a top-hat plan that covers a select group of management and highly-compensated employees.





Article I: Definitions



Applicable Cap   means the lesser   of (i) t wo times the sum of the Officer’ s annual rate of pay determined as of December 31 st of the calendar year prior to the year in which the Officer ’s Job Eliminat ion occurs ,   or (ii) two times the maximum amount that may be taken into account under a tax- qualified retirement plan pursuant to Code section 401(a)(17) in effect for the calendar year in which the Officer’s Job Elimination   occurs.   In calculating the Applicable Cap, all amounts that are defined as payments under a “separation pay plan” sponsored by the Corporation for an individual Officer are aggregated.



Cause ” shall have the same meaning as used and/or defined under the ERISA Severance Plan .



Change of Control ” shall have the same meaning as used and/o r defined under the Change of Control Plan.



Change of Control Plan ” means the Lincoln National Corporation Executive s’ Severance Benefit Plan.



C LG ” means the   Corporation’s Corporate Leadership Group.



 


 

Co de ” means the Internal Revenue Code of 1986, as amended.



Corpor ation ”   mean s Lincoln National Corporation and its affiliates and subsidiaries.



Effective Date means February 24 , 201 6 .



ERISA Severance Plan ” means the   Lincoln National Corporation Severa nce Pay Plan, as amended from time to time .



Established Compensation ” means the Officer’s rate of pay for the calendar year immediately preceding the Officer’s Job Elimination   as determined under the guidelines used by his or her respective business unit and is consistent with the rate of pay used for other company benefits ( e.g., for annual enrollment, disability coverage, life insurance coverage). 



Job Elimination  o r   Job Eliminated shall have the same meaning as used and/or defined under the ERISA Severance Plan .



Key Employee ” mean s  a ny Officer   who, as of the date of his or her Job Elimination from the Corporation, is treated as a “specified employee” under Code s ection 409A(a)(2)(B)(i)  ( i.e., a key employee   as defined in Code s ection 416(i) without regard to paragraph (5) thereof).  Key Employees shall be determined in accordance with Code s ection 409A using December 31 st as the determination date.  A listing of Key Employees as of any determination date shall be effective for the 12-month period beginning on the April 1 st following the determination date.



Officers ” mean s   those officers ,   other than the Corporation’s President and Chief Executive Officer ,   listed in the Corporate Directory for each Participating Employer.  The list of officers is maintained by the Corporation   and is posted on its intranet site at :  



http://one.lfg.com/ourpeople/orgcharts/Pages/default.aspx



Participating Employer ” means any affiliate or subsidiary of Lincoln National Corporation that is listed i n Appendix A to this Plan .  



Plan Administrator   means the Lincoln National Corporation Benefits Committee.  For purposes of Article IX   of the Plan, the Plan Administrator shall also act as “Claims Administrator” and “Appeals Administrator,” respectively.  The Plan Administrator shall have complete discretion to interpret the Plan, to resolve issues relating to eligibility to receive benefits under the Plan, to determine the amount of benefits payable under the Plan, and to take whatever action it believes is necessary or desirable for such administration .



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SMC ” means the Corporation’s Senior Management Committee.



Article II: Eligibility for Benefits



The benefits provided under this Plan are the Severance Pay benefit described in Article III below , the Severance Stipend benefit described in Article IV below for Officers who are CLG and below, and the COBRA Reimbursement benefit described in Article V for Officers who are SMC members .     All Officers who are Job Eliminated by the Corporation on or after the Effective Date of this Plan and who meet the conditions set forth below, shall be eligible for Plan benefits. 



I n order to qualify for benefits under this Plan , the Officer must be Job Eliminated   by the Corporat ion   and must satisfy each of the three (3) requirements set forth below:   



(a) The Officer must otherwise be eligible for benefits under the ERISA Severance Plan;

 

(b) The Officer must remain actively at work and satisfactorily perform his or her job duties until the last day that the Officer ’s services are required by the Corporation; and



(c) The Officer must sign (and not revoke) an Agreement, Waiver and General Release   (or similar release document ) satisfactory to the Corporation (“Agreement”) that shall release the Corporation, its affiliates, subsidiaries, shareholders, directors, officers, employees, and agents and that becomes effective, which shall include provisions calling for forfeiture and/or claw back of all but three (3) weeks of benefits payable or paid under this Plan in the event the Officer engages in competition with, or solicits or attempts to solicit employees or customers of, the Corporation, reveals confidential information belonging to the Corporation, fails to report such competitive activity, solicitation, or breach of confidentiality, or otherwise violates the terms of the Agreement .



Benefits are not payable under this Plan unless each of the above r equirements of this Article II   is satisfied and the Officer continues to satisfy such requirements throughout the duration of the S everance P eriod described in Article III below .



Article III: Amount of   Severance Pay



Severance Pay for Officers who are SMC members at the time of Job Elimination is based on the Officer’s annual base salary in effect at the time of Job Elimination plus the Officer’s target Annual Incentive Program bonus amount for the calendar year in which the Officer’s Job Elimination occurs .    

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Severance Pay for Officers who are CLG and below at the time of Job Elimination is based on the Officer’s annual base salary or Established Compensation, whichever is higher, in effect at the time of Job Elimination .



Severance Pay is paid for each week of the applicable Severance Period , as provided below:



Officer Title Severance Period



Officers below CLG - 26 weeks

CLG - 39 weeks

SMC - 78   weeks



See Article VII I   below for more information regarding the coordination of the Severance Pay benefit payable under this Plan, and similar benefits under the ERISA Severance Plan, the Change of Control Plan,   or any other plans, programs and arrangements sponsored by the Corporation that pay severance benefits.



Article   IV :     Amount of Severance Stipend



All Officers who are CLG and below at the time of Job Elimination and who satisfy the eligibility requirements set forth in Article II shall be entitled to receive a cash payment in the amount of $200/ week for each week of the applicable Severance Period,   as determined pursuant to Article III above , as illustrated below:  



Officers below CLG - $5,200 (= 26 weeks x $200)

CLG - $7,800 (= 39 weeks x $200)



See Article VII I   below for more information regard ing the coordination of the Severance Stipend benefit payable under this Plan, and similar benefits under the ERISA Sever ance Plan, the Change of Control Plan ,   or any other plans, programs and arrangements sponsored by the Corporation that pay severance benefits.



Officers who are SMC members at the time of Job Elimination shall not be eligible for any Severance Stipend under either this Plan or the ERISA Severance Plan.









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Article V :     COBRA Reimbursement for SMC Members



All Officers who are SMC members at the time of Job Elimination shall be reimbursed for any premiums paid by the Officer for continuation of coverage under COBRA with respect to any benefit plans maintained by the Corporation for which the Officer is eligible to elect COBRA coverage and does elect COBRA coverage. 



Article VI:  Timing of Payments



In gene ral, payments under th is Plan will be paid, or begin to be paid, as soon as practical ,   but in no event later than 90 days, after the date the Officer satisfies the requirements of Article II above



Notwithstanding the foregoing , for amounts in excess of  t he Applicable Cap that are payable to a Key Employee or any amount of Plan benefits payable to a Key Employee covered under the Change of Control Plan, benefits under this Plan will begin to be paid no earlier than the first day of the month that is a full six (6) mo nths after the date of the   Key Employee’s   Job Elimination.  No interest or other compensation w ill be paid to the Key Employee in consideration of such delay .



Article VI I :     Form of Payment



Severance Pay Except as provided below, Se verance Pay is paid bi-weekly .     In no event shall Severance Pay be paid later than December 31 st   of the second calendar year following the calendar year in which the Officer’s Job Elimination   occurs .    



Severance Stipend .  The Severance Stipend is paid in a cash lump sum .



Rule for Key Employees Covered under the Change of Control Plan Notwithstanding the foregoing, any Severance Pay payable under this Plan to a Key Employee covered under the Change of Control Plan within two years following the date of a Change of Control will be paid in a lump sum .



Article VII I :     Coordination with Other Plans, Programs & Arrangements



Any Severance Pay   or Severance Stipend payable pursuant to this Plan is not eligible to be contributed to any of the Corporation’s qualified savings or 401(k) plans, nor eligible to be deferred under any of the Corporation’s non-qualified savings or deferred compensation arrangement s No Severance Pay or Severance Stipend   is considered in the calculation of benefits under any of the Corporation’s qualified or non-qualified defined benefit plans. 

- 5 -    


 



Any amount s   of Severance Pay   and Severance Stipend payable under this Plan sha ll be reduced , or offset , on a dollar-for-dollar basis, by the amount of any severance pay and severance stipend that may also be payable to the Officer under the ERISA Severance Plan or under any other plan, program, contract or arrangement sponsored by the Corporation calling for the payment of severance or severance-like payments or stipend or stipend-like payments



In addition, if the Officer is also eligible for benefits pursuant to the terms of the Change of Control Plan, then any amount of Severance Pay and Severance Stipend   payable to the Officer under this Plan shall offset   or reduce the amount payable to the Officer under the Change of Control Plan. 



The purpose of this Article is to prevent “double-dipping,” or the payment of duplicative severance benefits under one or more plans , programs, arrangements or agreements sponsored by the Corporation.



Except as expressly provided here in , particularly as to the amount of S everance Pay ,   S everance S tipend, and/or as to the coordination of benefits provisions in this Plan , this Plan does not amend or otherwise modify the provisions of any of the plans, programs, arrangements or agreements established, maintained or entered into by the Corporation for the purpose of providing benefits to employees.  The Corporation reserves the right to amend or terminate this Plan   at any time.



Article IX : Denial of a Claim for Benefits



ERISA Claims Procedures .  Any claim for Severance Benefits under this Plan shall be made in accordance with the procedures set forth in this Article IX .  It is intended that the following claims procedures at all times be in compliance with the claims procedure regulations of the U.S. Department of Labor set forth in 29 C.F.R. section 2560.503-1.

General Procedures.  The Plan Administrator shall establish administrative processes and safeguards designed to ensure and to verify that all benefit claim determinations under this Plan are made in accordance with this document and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated Officers .

(a) Initial Claim.  An employee of a Participating Employer who believes himself entitled to Severance Benefits under the Plan may make a claim for those benefits (such employee being a “Claimant”) by submitting a written notification of his claim of right to such Severance Benefits to the Claims Administrator (see definition of Plan Administrator under Article I ), in the manner prescribed by Claims Administrator.

(b) Timing of Benefits Determinations.  If a claim is wholly or partially denied   (an “ Adverse Benefit Determination ”) , the Claims Administrator shall notify the Claimant of the Adverse Benefit Determination within a reasonable period of

- 6 -    


 

time, but not later than 90 days after receipt of the claim by the Claims Administrator, unless the Claims Administrator determines that special circumstances require an extension of time for processing the claim.  If the Claims Administrator determines that an extension of time for processing is necessary, then written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period.  In no event shall such extension exceed a period of 90 days from the end of such initial period.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Administrator expects to render a decision on the claim. 

(c) Manner and Content of Notice of Adverse Benefit Determination .  The Claims Administrator shall provide a Claimant with written or electronic notification of any Adverse Benefit Determination.  Electronic notifications shall comply with standards imposed under 29 C.F.R. sections 2520.104b-1(c)(1)(i), (iii) and (iv).  The notification shall set forth, in a manner calculated to be understood by the Claimant:

( 1 ) the specific reason or reasons for the Adverse Benefit Determination;

( 2 ) reference to the specific Plan provisions on which the determination is based;

( 3 ) a description of any additional material or information necessary for the Claimant to protect the claim and an explanation of why such material or information is necessary;

( 4 ) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an Adverse Benefit Determination on review;

Appeal of Adverse Benefit Determinations .   The Plan shall provide:

( a) the Claimant 60 days following receipt of notification of an Adverse Benefit Determination within which to appeal the determination;

( b) the Claimant the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits;

(c) for a review that takes into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination; and

(d) the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for Severance Benefits.

- 7 -    


 

Timing of Notification of Benefit Determination on Review.  The Appeals Administrator (see definition of Plan Administrator under Article I )   shall notify a Claimant in accordance with this Article IX   of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days after receipt of the Claimant’s request for review by the Plan, unless the Appeals Administrator determines that special circumstances require an extension of time for processing the review of the claim.  If the Appeals Administrator determines that the extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period.  In no event shall such extension exceed a period of 60 days from the end of the initial period.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Appeals Administrator expects to render the determination on review.

For purposes of this Article IX , the period of time within which a benefit determination on review is required to be made shall begin at the time an appeal is filed, in accordance with the Plan’s procedures, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing.  In the event that a period of time is extended due to a Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall be suspended from the date on which the notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.



Furnishing documents.  In the case of an Adverse Benefit Determination on review, the Appeals Administrator shall provide such access to, the copies of, documents, records, and other information described below, as appropriate.



Manner and Content of Notification of Benefit Determination on Review.  The Appeals Administrator shall provide a Claimant with written or electronic notification of the Appeals Administrator’s benefit determination on review.  Electronic notifications shall comply with standards imposed under 29 C.F.R. 2520.104-1 (c)(1)(i) and (iv).  In the case of an Adverse Benefit Determination, the notification shall set forth, in a manner calculated to be understood by the Claimant:



(a)

the specific reason or reasons for the adverse determination;



(b)

reference to the specific Plan provisions on which the benefit determination is based;



(c)

a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for Benefits; a statement of the Claimant’s right to bring an action under section 502(a) of ERISA;

- 8 -    


 

(d)

if an internal rule, guideline, protocol, or other similar criterion (collectively, “Specific Rule”) was relied upon in making the adverse determination, either the Specific Rule or a statement that such Specific Rule was relied upon in making the adverse determination and that a copy of the Specific Rule will be provided free of charge to the Claimant upon request; and

(e)

the following statement: “You and your Plan may have other voluntary alternatives dispute resolution options, such as mediation.  One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

Litigation.  In order to operate and administer the claims procedure in a timely and efficient manner, any Claimant whose appeal with respect to a claim for Severance Benefits has been denied, and who desires to commence a legal action with respect to such a claim, must commence such action in a court of competent jurisdiction within one year after receipt of notification of such denial.  Failure to file such action by the prescribed time will forever bar the commencement of such action.







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APPENDIX A



Participating Employers

As of February 24 , 201 6







California Fringe Benefit & Insurance and Marketing Corp.



First Penn-Pacific Life Insurance Company



LFA Limited Liability Co.



LFA Management Corporation



Lincoln Financial Advisors Corporation



Lincoln Financial and Insurance Services Corporation



Lincoln Investment Management Company



Lincoln Life & Annuity Company of New York



Lincoln National Corporation



Lincoln National Management Corporation



The Lincoln National Life Insurance Company



- 10 -    


Exhibit 12



LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES

HISTORICAL RATIO OF EARNINGS TO FIXED CHARGES

(dollars in millions)







 

 

 

 

 

 



 

 

 

 

 

 



For the Three

 



Months Ended

 



March 31,

 



2016

 

2015

 

Income (loss) from continuing operations before taxes

$

235 

 

$

362 

 

Sub-total of fixed charges

 

71 

 

 

72 

 

Sub-total of adjusted income (loss)

 

306 

 

 

434 

 

Interest on annuities and financial products

 

635 

 

 

623 

 

Adjusted income (loss) base

$

941 

 

$

1,057 

 

Fixed Charges

 

 

 

 

 

 

Interest and debt expense

$

68 

 

$

68 

 

Portion of rent expense representing interest

 

 

 

 

Sub-total of fixed charges excluding interest on

 

 

 

 

 

 

annuities and financial products

 

71 

 

 

72 

 

Interest on annuities and financial products

 

635 

 

 

623 

 

Total fixed charges

$

706 

 

$

695 

 



 

 

 

 

 

 

Ratio of sub-total of adjusted income (loss) to sub-total

 

 

 

 

 

 

of fixed charges excluding interest on annuities and

 

 

 

 

 

 

financial products

 

4.31 

 

 

6.03 

 

Ratio of adjusted income (loss) base to total fixed

 

 

 

 

 

 

charges

 

1.33 

 

 

1.52 

 




Exhibit 31. 1



Certification Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002



I, Dennis R. Glass, President and Chief Executive Officer, certify that:



1.

I have reviewed this quarterly report on Form 10-Q of Lincoln National Corporation;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.







 

 



 

 

Dated:  May 5 , 201 6

/s/ Dennis R. Glass

 



Name:  Dennis R. Glass

 



Title:  President and Chief Executive Officer

 




Exhibit 31. 2



Certification Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002



I, Randal J. Freitag, Executive Vice President and Chief Financial Officer, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Lincoln National Corporation;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):



a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.







 

 



 

 



 

 

Dated:  May 5 , 201 6

/s/ Randal J. Freitag

 



Name:  Randal J. Freitag

 



Title:  Executive Vice President and Chief Financial Officer

 




Exhibit 32. 1



Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

Of the Sarbanes-Oxley Act of 2002



Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lincoln National Corporation (the “Company”), hereby certifies that the Company’s Quarterly R eport on Form 10-Q for the quarter ended March 31, 2016 , (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 





 

 



 

 

Dated:  May 5 , 201 6

/s/ Dennis R. Glass

 



Name:  Dennis R. Glass

 



Title:  President and Chief Executive Officer

 

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

 

A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 32. 2



Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

Of the Sarbanes-Oxley Act of 2002



Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lincoln National Corporation (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 , (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





 

 



 

 



 

 

Dated:  May 5 , 201 6

/s/ Randal J. Freitag

 



Name:  Randal J. Freitag

 



Title:  Executive Vice President and Chief Financial Officer

 

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

 

A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.