LINCOLN NATIONAL CORP (Form: 10-Q, Received: 05/04/2017 11:45:05)

See accompanying Notes to Consolidated Financial Statements

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 United States of America generally accepted accounting principles ( “ GAAP ” ) for interim financial information and with the instructions for the Securities and Exchange Commission ( “ SEC ” ) Quarterly Report on Form 10-Q, including Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. 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, 2016 ( “ 2016 Form 10-K ” ), should be read in connection with the reading of these interim unaudited consolidated financial statements.

Certain GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized in our 2016 Form 10-K.

Certain amounts reported in prior year's consolidated financial statements have been reclassified to conform to the presentation adopted in the current year. Specifically, we reclassified cash flows from certain investing activities into their own respective line items within the Consolidated Statements of Cash Flows. Previously, these amounts were reported within purchases of other investments or sales or maturities of other investments line items, as applicable, within cash flows from investing activities. These reclassifications had no effect on net income (loss), net cash provided by (used in) investing activities, or stockholders’ equity for the prior year.

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, 2017, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2017. All material inter-company accounts and transactions have been eliminated in consolidation.

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 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. We adopted the guidance in this ASU prospectively.	January 1, 2017	The adoption of this ASU did not have an effect on our consolidated financial condition or 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. We adopted this ASU using a modified retrospective basis applied to existing debt instruments.	January 1, 2017	The adoption of this ASU did not have an effect on our consolidated financial condition or results of operations.

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	Our primary revenue sources will continue to be recognized in accordance with ASC Topic 944, Financial Services – Insurance . Our analysis indicates that approximately $1 billion of our revenue reported in fee income and other revenue in our Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2016, is within the scope of this ASU. We continue to evaluate the impact of adopting this ASU on our consolidated financial condition and results of operations.

Standard	Description	Projected Date of Adoption	Effect on Financial Statements or Other Significant Matters
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 hold equity securities classified as available-for-sale (“AFS”) securities that are currently measured at fair value with changes in fair value recognized through other comprehensive income (loss) (“OCI”). Upon adoption of this ASU, we will be required to recognize changes in fair value of our equity securities through net income. See Note 4 for details regarding our equity securities currently classified as AFS securities.
ASU 2016-02, Leases	This standard establishes a new accounting model for leases. Lessees will recognize most leases on the balance sheet 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 that includes a number of optional practical expedients that entities may elect upon adoption. Early adoption is permitted.	January 1, 2019	We are currently identifying all of our leases that will be within the scope of this standard; as such, we continue to evaluate the quantitative impact of adopting this ASU on our Consolidated Balance Sheets. Based on our initial assessment, we do not expect there to be a significant difference in our pattern of lease expense recognition under this ASU.
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 on our consolidated financial condition and results of operations. See comments under ASU 2014-09 for more information.
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 on our consolidated financial condition and results of operations. See comments under ASU 2014-09 for more information.

Standard	Description	Projected Date of Adoption	Effect on Financial Statements or Other Significant Matters
ASU 2016-12, Narrow Scope Improvements and Practical Expedients	The standard update amends the revenue recognition guidance in ASU 2014-09 related to transition, collectability, noncash consideration and the presentation of sales and other similar taxes. The amendments clarify that, for a contract to be considered completed at transition, substantially all of the revenue must have been recognized under current GAAP. The amendments also clarify how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. Transition requirements are consistent with ASU 2014-09.	January 1, 2018	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations. See comments under ASU 2014-09 for more information.
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	These amendments adopt a new model to measure and recognize credit losses for most financial assets. The method used to measure estimated credit losses for AFS debt securities will be unchanged from current GAAP; however, the amendments require credit losses to be recognized through an allowance rather than as a reduction to the amortized cost of those debt securities. The amendments will permit entities to recognize improvements in credit loss estimates on AFS debt securities by reducing the allowance account immediately through earnings. The amendments will be adopted through a cumulative effect adjustment to the beginning balance of retained earnings as of the first reporting period in which the amendments are effective. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein.	January 1, 2020	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations, with a primary focus on our fixed maturity securities (see Note 4). We currently reduce the amortized cost of the individual security when recognizing other-than-temporary impairment (“OTTI”) on these securities. Upon adoption of ASU 2016-13, we will no longer reduce the amortized cost of each individual security; rather we will establish a valuation allowance, and any declines or improvements in credit quality will be recognized through the valuation allowance.
ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments	These amendments clarify the classification of eight specific cash flow issues in an entity’s statement of cash flows where it was determined by the FASB that there is diversity in practice. Early adoption of the amendments is permitted, and retrospective transition is required for each period presented in the statement of cash flows.	January 1, 2018	We are currently evaluating these disclosure requirements and will amend classifications in our Consolidated Statements of Cash Flows upon adoption as applicable.
ASU 2016-16, Intra-Entity Asset Transfers Other Than Inventory	This amendment requires an entity to recognize current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs, thereby eliminating the current GAAP exception that prohibits the recognition of income taxes until the asset has been sold to an outside party. Early adoption is permitted as of the beginning of the annual reporting period for which financial statements have not been issued.	January 1, 2018	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

Standard	Description	Projected Date of Adoption	Effect on Financial Statements or Other Significant Matters
ASU 2016-18, Restricted Cash	This amendment requires that amounts generally described as restricted cash and restricted cash equivalents should be included within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Early adoption is permitted using a retrospective transition method applied to each period presented.	January 1, 2018	We will provide these additional disclosures in our Consolidated Statements of Cash Flows upon the adoption date as applicable.
ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers	These amendments clarify 13 issues related to the adoption of ASU 2014-09. The most significant issue of these amendments for us is the clarification that all contracts within the scope of Topic 944 are excluded from the scope of ASU 2014-09, rather than just insurance contracts as described in ASU 2014-09. Transition requirements are consistent with ASU 2014-09.	January 1, 2018	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations. See comments under ASU 2014-09 for more information.
ASU 2017-04, Simplifying the Test for Goodwill Impairment	These amendments eliminate the requirement in current GAAP to perform Step 2 of the goodwill impairment test in favor of only applying Step 1. Under Step 1, the fair value of the reporting unit is compared with its carrying value, and an impairment charge is recognized when the carrying value exceeds the reporting unit’s fair value. An entity still has the option to first perform a qualitative assessment of an individual reporting unit to determine if the quantitative assessment in Step 1 is necessary. ASU 2017-04 should be adopted prospectively, and early adoption is permitted on impairment testing dates after January 1, 2017.	Impairment tests performed after January 1, 2020	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.
ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	These amendments require that an entity report the service cost component of employee pension and postretirement benefit plans in the same line item as other compensation costs from services rendered by the applicable employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. ASU 2017-07 requires retrospective adoption related to the presentation of net periodic pension costs and postretirement benefit cost.	January 1, 2018	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.
ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities	These amendments require an entity to shorten the amortization period for certain callable debt securities held at a premium so that the premium is amortized to the earliest call date. Early adoption is permitted, and the ASU requires adoption under a modified retrospective basis through a cumulative-effect adjustment to the beginning balance of retained earnings.	January 1, 2019	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

3. Variable Interest Entities (“VIEs”)

Consolidated VIEs

See Note 4 in our 201 6 Form 10-K for a detailed discussion of our consolidated VIEs, which information is incorporated herein by reference .

As of March 2017 and December 2016 , our $ 200 million and $400 million credit-linked notes (“CLNs”) matured, respectively, and we no longer reflect the assets and liabilities associated with these VIEs on our Consolidated Balance Sheets or recognize the results of operations of these VIEs on our Consolidated Statements of Co mprehensive Income (Loss). We no longer have any exposure related to these VIEs.

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



		As of March 31, 2017							As of December 31, 2016
		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	$	-	$	-			N/A	$	-	$	200
Total return swap			1		527		-			1		533		-
Credit default swaps			-		-		-			1		200		-
Total assets			1	$	527	$	-			2	$	733	$	200

⁽¹⁾

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

As of March 31, 2017, and December 31, 2016, we did not recognize any liabilities from consolidated VIEs on our Consolidated Balance Sheets. We did hold one contingent forward instrument as of December 31, 2016; however, the instrument had a zero notional and carrying value.

For details related to the fixed maturity AFS securities underlying these VIEs, see Note 4.

As described more fully in Note 1 of our 2016 Form 10-K, we regularly review our investment holdings for OTTI. Based upon this review, we believe that the AFS fixed maturity securities were not other-than-temporarily impaired as of March 31, 201 7 .

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,
	2017		2016
Non-Qualifying Hedges
Credit default swaps	$	-	$	6
Contingent forwards		-		-
Total non-qualifying hedges (1)	$	-	$	6

⁽¹⁾

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

Unconsolidated VIEs

See Note 4 in our 2016 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 $1.3 billion as of March 31, 2017, and December 31, 2016. Included in these carrying amounts are our investments in qualified affordable housing projects, which were $35 million and $37 million as of March 31, 2017, and December 31, 2016, 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, 2017 and 2016.

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, 2017.

4. Investments

AFS Securities

See Note 1 in our 2016 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, losses and OTTI and fair value of AFS securities (in millions) were as follows:



	As of March 31, 2017
	Amortized		Gross Unrealized							Fair
	Cost		Gains		Losses		OTTI (1)			Value
Fixed maturity securities:
Corporate bonds	$	74,509	$	5,036	$	771	$	(5	)	$	78,779
Asset-backed securities (“ABS”)		1,017		40		12		(17	)		1,062
U.S. government bonds		540		38		2		-			576
Foreign government bonds		398		58		-		-			456
Residential mortgage-backed securities (“RMBS”)		3,490		144		62		(9	)		3,581
Commercial mortgage-backed securities (“CMBS”)		423		7		4		(1	)		427
Collateralized loan obligations (“CLOs”)		772		3		3		(4	)		776
State and municipal bonds		4,101		743		18		-			4,826
Hybrid and redeemable preferred securities		584		75		40		-			619
Total fixed maturity securities		85,834		6,144		912		(36	)		91,102
Equity securities		263		16		3		-			276
Total AFS securities	$	86,097	$	6,160	$	915	$	(36	)	$	91,378



	As of December 31, 2016
	Amortized		Gross Unrealized							Fair
	Cost		Gains		Losses		OTTI (1)			Value
Fixed maturity securities:
Corporate bonds	$	73,275	$	4,754	$	970	$	(5	)	$	77,064
ABS		1,047		39		14		(13	)		1,085
U.S. government bonds		384		37		2		-			419
Foreign government bonds		449		58		1		-			506
RMBS		3,534		147		73		(6	)		3,614
CMBS		345		8		4		(1	)		350
CLOs		742		1		3		(4	)		744
State and municipal bonds		3,929		718		20		-			4,627
Hybrid and redeemable preferred securities		582		70		48		-			604
VIEs’ fixed maturity securities		200		-		-		-			200
Total fixed maturity securities		84,487		5,832		1,135		(29	)		89,213
Equity securities		260		19		4		-			275
Total AFS securities	$	84,747	$	5,851	$	1,139	$	(29	)	$	89,488

⁽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.

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities (in millions) as of March 31, 2017, were as follows:



	Amortized		Fair
	Cost		Value
Due in one year or less	$	3,090	$	3,131
Due after one year through five years		18,673		19,611
Due after five years through ten years		17,275		17,719
Due after ten years		41,094		44,795
Subtotal		80,132		85,256
Structured securities (ABS, MBS, CLOs)		5,702		5,846
Total fixed maturity AFS securities	$	85,834	$	91,102

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 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, 2017
	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	$	14,068		$	471	$	2,790		$	302	$	16,858		$	773
ABS		121			4		270			22		391			26
U.S. government bonds		170			2		-			-		170			2
RMBS		996			52		325			15		1,321			67
CMBS		210			4		18			2		228			6
CLOs		277			3		21			-		298			3
State and municipal bonds		231			12		46			6		277			18
Hybrid and redeemable
preferred securities		56			3		141			37		197			40
Total fixed maturity securities		16,129			551		3,611			384		19,740			935
Equity securities		13			2		40			1		53			3
Total AFS securities	$	16,142		$	553	$	3,651		$	385	$	19,793		$	938

Total number of AFS securities in an unrealized loss position															1,584



	As of December 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	$	15,820		$	569	$	3,187		$	403	$	19,007		$	972
ABS		201			4		298			25		499			29
U.S. government bonds		18			2		-			-		18			2
Foreign government bonds		29			1		-			-		29			1
RMBS		989			58		392			23		1,381			81
CMBS		190			4		19			2		209			6
CLOs		259			3		25			-		284			3
State and municipal bonds		227			12		47			8		274			20
Hybrid and redeemable
preferred securities		76			4		143			44		219			48
Total fixed maturity securities		17,809			657		4,111			505		21,920			1,162
Equity securities		4			2		44			2		48			4
Total AFS securities	$	17,813		$	659	$	4,155		$	507	$	21,968		$	1,166

Total number of AFS securities in an unrealized loss position															1,744

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, 2017
								Number
	Fair		Gross Unrealized					of
	Value		Losses		OTTI		Securities (1)
Less than six months	$	92	$	31	$	-			18
Six months or greater, but less than nine months		25		7		1			4
Twelve months or greater		265		105		9			52
Total	$	382	$	143	$	10			74



	As of December 31, 2016
								Number
	Fair		Gross Unrealized					of
	Value		Losses		OTTI		Securities (1)
Less than six months	$	174	$	52	$	2			19
Nine months or greater, but less than twelve months		1		1		-			2
Twelve months or greater		364		167		10			62
Total	$	539	$	220	$	12			83

⁽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 $ 228 million for the three months ended March 31, 2017. As discussed further below, we believe the unrealized loss position as of March 31, 2017, did not represent OTTI as (i) we did not intend to sell these fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell these fixed maturity AFS securities before recovery of their amortized cost basis; (iii) the estimated future cash flows were equal to or greater than the amortized cost basis 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.

Based upon this evaluation as of March 31, 2017, 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, 2017, 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, 2017, the unrealized losses associated with our mortgage-backed securities ( “ MBS ” ) and ABS were attributable primarily to widening credit spreads and rising interest rates since purchase . We assessed for credit impairment using a cash flow model that incorporates key assumptions including default rates, severities and prepayment rates. We estimated losses for a security by forecasting the underlying loans in each transaction. The forecasted loan performance was used to project cash flows to the various tranches in the structure, as applicable. Our forecasted cash flows also considered, as applicable, independent industr y analyst reports and forecasts and other independent market data. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared to our subordination or other credit enhancement, we expected to recover the entire amortized cost of each temporarily-impaired security.

As of March 31, 2017, 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,
	2017			2016
Balance as of beginning-of-year	$	430		$	382
Increases attributable to:
Credit losses on securities for which an OTTI was not previously recognized		1			35
Credit losses on securities for which an OTTI was previously recognized		3			5
Decreases attributable to:
Securities sold, paid down or matured		(41	)		(9	)
Balance as of end-of-period	$	393		$	413

During the three months ended March 31, 2017 and 2016, 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 basis 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.

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, 2017
			Net
			Unrealized				OTTI in
	Amortized		Gain/(Loss)		Fair		Credit
	Cost		Position		Value		Losses
Corporate bonds	$	20	$	5	$	25	$	39
ABS		205		17		222		112
RMBS		312		9		321		195
CMBS		22		1		23		39
CLOs		11		4		15		5
State and municipal bonds		1		-		1		3
Total	$	571	$	36	$	607	$	393



	As of December 31, 2016
			Net
			Unrealized				OTTI in
	Amortized		Gain/(Loss)		Fair		Credit
	Cost		Position		Value		Losses
Corporate bonds	$	80	$	5	$	85	$	77
ABS		212		13		225		112
RMBS		332		6		338		194
CMBS		29		1		30		39
CLOs		11		4		15		5
State and municipal bonds		2		-		2		3
Total	$	666	$	29	$	695	$	430

Mortgage Loans on Real Estate

See Note 1 in our 2016 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 20% and 11% , respectively, of mortgage loans on real estate as of March 31, 2017, and December 31, 2016.

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,
		2017				2016
Current		$	10,000			$	9,888
60 to 90 days past due			-				-
Greater than 90 days past due			2				2
Valuation allowance associated with impaired mortgage loans on real estate			(2	)			(2	)
Unamortized premium (discount)			1				1
Total carrying value		$	10,001			$	9,889

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



		As of				As of
	March 31,				December 31,
		2017				2016
Number of impaired mortgage loans on real estate		2				2

Principal balance of impaired mortgage loans on real estate		$	7			$	7
Valuation allowance associated with impaired mortgage loans on real estate			(2	)			(2	)
Carrying value of impaired mortgage loans on real estate		$	5			$	5

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,
	2017		2016
Balance as of beginning-of-year	$	2	$	2
Additions		-		-
Charge-offs, net of recoveries		-		-
Balance as of end-of-period	$	2	$	2

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



	For the Three
	Months Ended
	March 31,
	2017		2016
Average carrying value for impaired mortgage loans on real estate	$	5	$	6
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 2016 Form 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, 2017				As of December 31, 2016
				Debt-				Debt-
				Service				Service
	Carrying		% of	Coverage	Carrying		% of	Coverage
Loan-to-Value Ratio	Value		Total	Ratio	Value		Total	Ratio
Less than 65%	$	8,873	88.7%	2.16	$	8,709	88.0%	2.16
65% to 74%		968	9.7%	1.89		1,009	10.2%	1.87
75% to 100%		155	1.5%	0.82		166	1.7%	0.82
Greater than 100%		5	0.1%	1.04		5	0.1%	1.04
Total mortgage loans on real estate	$	10,001	100.0%		$	9,889	100.0%

Alternative Investments

As of March 31, 2017 , and December 31, 201 6 , alternative investments included investments in 199 and 202 different partnerships, respectively, and the portfolios 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,
	2017			2016
Fixed maturity AFS securities: (1)
Gross gains	$	8		$	54
Gross losses		(12	)		(98	)
Equity AFS securities:
Gross gains		1			-
Gross losses		-			-
Gain (loss) on other investments		(3	)		(60	)
Associated amortization of DAC, VOBA, DSI and DFEL
and changes in other contract holder funds		(7	)		(3	)
Total realized gain (loss) related to certain investments, pre-tax	$	(13	)	$	(107	)

⁽¹⁾

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

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,
	2017			2016
OTTI Recognized in Net Income (Loss)
Fixed maturity securities:
Corporate bonds	$	(2	)	$	(36	)
ABS		(1	)		(2	)
RMBS		(1	)		(2	)
Gross OTTI recognized in net income (loss)		(4	)		(40	)
Associated amortization of DAC, VOBA, DSI and DFEL		-			4
Net OTTI recognized in net income (loss), pre-tax	$	(4	)	$	(36	)

Portion of OTTI Recognized in OCI
Gross OTTI recognized in OCI	$	-		$	26
Change in DAC, VOBA, DSI and DFEL		-			(6	)
Net portion of OTTI recognized in OCI, pre-tax	$	-		$	20

Determination of Credit Losses on Corporate Bonds and ABS

As of March 31, 2017, and December 31, 2016, 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, 2017, and December 31, 2016, 96% and 95% , respectively, of the fair value of our corporate bond portfolio was rated investment grade. As of March 31, 2017, and December 31, 2016, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of $ 3.6 billion and $3.8 billion, respectively, and a fair value of $ 3.5 billion and $ 3.7 billion, respectively. As of March 31, 2017, and December 31, 201 6, 96% of the fair value of our ABS portfolio was rated investment grade. As of March 31, 2017, and December 31, 2016, the portion of our ABS portfolio rated below investment grade had an amortized cost of $ 87 million and $ 91 million, respectively, and a fair value of $74 million and $ 75 million, respectively. Based upon the analysis discussed above, we believe as of March 31, 2017, and December 31, 2016, that we would recover the amortized cost of each fixed maturity security.

Determination of Credit Losses on MBS

As of March 31, 2017, and December 31, 2016, default rates were projected by considering underlying MBS loan performance and collateral type. Projected default rates on existing delinquencies vary between 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.

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, 2017				As of December 31, 2016
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Collateral payable for derivative investments (1)	$	923	$	923	$	894	$	894
Securities pledged under securities lending agreements (2)		127		123		216		209
Securities pledged under repurchase agreements (3)		536		588		535		589
Investments pledged for Federal Home Loan Bank of
Indianapolis (“FHLBI”) (4)		3,500		5,205		3,350		4,947
Total payables for collateral on investments	$	5,086	$	6,839	$	4,995	$	6,639

⁽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 for mortgage loans on real estate. The cash received in these transactions is primarily invested in cash and invested cash or fixed maturity AFS securities.

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



	For the Three
	Months Ended
	March 31,
	2017			2016
Collateral payable for derivative investments	$	29		$	772
Securities pledged under securities lending agreements		(89	)		4
Securities pledged under repurchase agreements		1			(166	)
Investments pledged for FHLBI		150			(250	)
Total increase (decrease) in payables for collateral on investments	$	91		$	360

We have elected not to offset our repurchase agreements and securities lending transactions in our financial statements. The remaining contractual maturities of repurchase agreements and securities lending transactions accounted for as secured borrowings were as follows:



	As of March 31, 2017
	Overnight and Continuous		Up to 30 Days		30 - 90 Days		Greater Than 90 Days		Total
Repurchase Agreements
Corporate bonds	$	-	$	-	$	386	$	150	$	536
Total		-		-		386		150		536
Securities Lending
Corporate bonds		127		-		-		-		127
Total		127		-		-		-		127
Total gross secured borrowings	$	127	$	-	$	386	$	150	$	663


	As of December 31, 2016
	Overnight and Continuous		Up to 30 Days		30 - 90 Days		Greater Than 90 Days		Total
Repurchase Agreements
Corporate bonds	$	-	$	-	$	389	$	146	$	535
Total		-		-		389		146		535
Securities Lending
Corporate bonds		212		-		-		-		212
Foreign government bonds		4		-		-		-		4
Total		216		-		-		-		216
Total gross secured borrowings	$	216	$	-	$	389	$	146	$	751

We accept collateral in the form of securities in connection with repurchase agreements. In instances where we are permitted to sell or re-pledge the securities received, we report the fair value of the collateral received and a related obligation to return the collateral in the financial statements. In addition, we receive securities in connection with securities borrowing agreements, which we are permitted to sell or re-pledge. As of March 31, 2017, the fair value of all collateral received that we are permitted to sell or re-pledge was $ 176 million. As of March 31, 2017, we have not sold or re-pledged this collateral.

Investment Commitments

As of March 31, 2017, our investment commitments were $ 1.3 billion, which included $ 735 million of LPs, $ 340 million of mortgage loans on real estate and $ 228 million of private placement securities .

Concentrations of Financial Instruments

As of March 31, 2017, and December 31, 2016, 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 $ 1.4 billion and $ 1.5 billion, respectively, or 1 % of our invested assets portfolio, and our investments in securities issued by Federal National Mortgage Association with a fair value of $ 1.1 billion, or 1 % of our invested assets portfolio. These concentrations include both AFS and trading securities.

As of March 31, 2017, and December 31, 2016, our most significant investments in one industry were our investment securities in the consumer non-cyclical industry with a fair value of $ 14.2 billion and $ 13.7 billion, respectively, or 13% of our invested assets portfolio, and our investment securities in the utilities industry with a fair value of $13.4 billion and $ 13.2 billion, respectively, or 12% 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 2016 Form 10-K for a detailed discussion of the accounting treatment for derivative instruments. See Note 6 in our 2016 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 derivati ve instruments with off-balance- sheet risks whose notional or contract amounts exceed the related credit exposure. Outstanding derivati ve instruments with off-balance- sheet risks (in millions) were as follows:



	As of March 31, 2017						As of December 31, 2016
	Notional		Fair Value				Notional		Fair Value
	Amounts		Asset		Liability		Amounts		Asset		Liability
Qualifying Hedges
Cash flow hedges:
Interest rate contracts (1)	$	3,574	$	39	$	80	$	3,552	$	68	$	122
Foreign currency contracts (1)		1,213		131		10		1,177		153		10
Total cash flow hedges		4,787		170		90		4,729		221		132
Fair value hedges:
Interest rate contracts (1)		1,493		246		174		1,512		258		182
Non-Qualifying Hedges
Interest rate contracts (1)		77,202		695		160		70,290		985		701
Foreign currency contracts (1)		25		-		-		14		-		-
Equity market contracts (1)		29,063		526		393		28,315		541		616
Credit contracts (1)		56		-		-		66		-		-
Embedded derivatives:
Guaranteed living benefit ("GLB") (2)		-		226		-		-		-		-
GLB (3)		-		-		-		-		-		371
Reinsurance related (4)		-		-		50		-		-		53
Indexed annuity and IUL contracts (5)		-		-		1,238		-		-		1,139
Total derivative instruments	$	112,626	$	1,863	$	2,105	$	104,926	$	2,005	$	3,194

⁽¹⁾

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

⁽²⁾

Reported in other assets on our Consolidated Balance Sheets .

⁽³⁾

Reported in other liabilities on our Consolidated Balance Sheets.

⁽⁴⁾

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

⁽⁵⁾

Reported in future contract benefits on our Consolidated Balance Sheets.

Beginning in the first quarter 2017, consistent with changes enacted by the Chicago Mercantile Exchange (“CME”), the Company offset the variation margin payments with the derivative balances that are cleared through CME.

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



	Remaining Life as of March 31, 2017
	Less Than		1 - 5		6 - 10		11 - 30		Over 30
	1 Year		Years		Years		Years		Years		Total
Interest rate contracts (1)	$	12,032	$	25,178	$	29,368	$	14,478	$	1,213	$	82,269
Foreign currency contracts (2)		37		151		355		695		-		1,238
Equity market contracts		17,297		8,832		1,645		15		1,274		29,063
Credit contracts		-		-		56		-		-		56
Total derivative instruments
with notional amounts	$	29,366	$	34,161	$	31,424	$	15,188	$	2,487	$	112,626

⁽¹⁾

As of March 31, 2017 , 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, 2017 , the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was December 2045 .

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,
	2017			2016
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year	$	49		$	132
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period:
Cash flow hedges:
Interest rate contracts		9			(144	)
Foreign currency contracts		11			15
Change in foreign currency exchange rate adjustment		(20	)		(11	)
Change in DAC, VOBA, DSI and DFEL		(2	)		(4	)
Income tax benefit (expense)		1			50
Less:
Reclassification adjustment for gains (losses)
included in net income (loss):
Cash flow hedges:
Interest rate contracts (1)		2			1
Interest rate contracts (2)		(4	)		-
Foreign currency contracts (1)		4			2
Foreign currency contracts (3)		5			4
Associated amortization of DAC, VOBA, DSI and DFEL		-			(1	)
Income tax benefit (expense)		(2	)		(2	)
Balance as of end-of-year	$	43		$	34

⁽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).

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,
	2017			2016
Qualifying Hedges
Cash flow hedges:
Interest rate contracts (1)	$	2		$	1
Interest rate contracts (2)		(4	)		-
Foreign currency contracts (1)		4			2
Foreign currency contracts (3)		5			4
Total cash flow hedges		7			7
Fair value hedges:
Interest rate contracts (1)		(7	)		(8	)
Interest rate contracts (2)		8			8
Interest rate contracts (3)		8			(53	)
Total fair value hedges		9			(53	)
Non-Qualifying Hedges
Interest rate contracts (3)		(50	)		975
Foreign currency contracts (3)		3			4
Equity market contracts (3)		(528	)		(330	)
Equity market contracts (4)		10			(1	)
Credit contracts (3)		-			(3	)
Embedded derivatives:
GLB (3)		597			(963	)
Reinsurance related (3)		3			(24	)
Indexed annuity and IUL contracts (3)		(120	)		6
Total derivative instruments	$	(69	)	$	(382	)

⁽¹⁾

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

⁽²⁾

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

⁽³⁾

Reported in realized gain (loss) 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,
	2017			2016
Offset to net investment income	$	6		$	3
Offset to realized gain (loss)		5			4
Offset to interest and debt expense		(4	)		-

As of March 31, 2017 , $ 8 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, 2017 and 2016 , 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.

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

As of March 31, 2017

Credit

Reason

Nature

Rating of

Number

Maximum

for

Underlying

Fair

Potential

Credit Contract Type

Maturity

Entering

Recourse

Obligation (1)

Instruments

Value (2)

Payout

Basket credit default swaps

6/20/2022

(3)

(4)

BBB+

As of December 31, 2016

Credit

Reason

Nature

Rating of

Number

Maximum

for

Underlying

Fair

Potential

Credit Contract Type

Maturity

Entering

Recourse

Obligation (1)

Instruments

Value (2)

Payout

Single name credit default swaps

3/20/2017 (5)

(6)

(4)

BBB+

⁽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 det ermine the market value of our credit default swaps.

⁽³⁾

Credit default swaps were entered into in order to hedge the liability exposure on certain variable annuity products .

⁽⁴⁾

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

⁽⁵⁾

These credit default swaps were sold to a counterparty of the consolidated VIEs discussed in Note 4 in our 2016 Form 10-K.

⁽⁶⁾

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

Details underlying the associated collateral of our 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,
		2017			2016
Maximum potential payout		$	56		$	40
Less: Counterparty thresholds			-			-
Maximum collateral potentially required to post		$	56		$	40

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 less than $ 1 million of collateral as of March 31, 2017.

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, 2017 , 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, 2017 , our exposure was $ 4 million .

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, 2017					As of December 31, 2016
	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-	$	74	$	-		$	53	$	(32	)
A+		32		(212	)		10		(217	)
A		495		(277	)		466		(381	)
A-		59		-			67		-
BBB+		262		-			298		-
	$	922	$	(489	)	$	894	$	(630	)

Balance Sheet Offsetting

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



		As of March 31, 2017
					Embedded
	Derivative				Derivative
	Instruments				Instruments			Total

Financial Assets
Gross amount of recognized assets		$	1,532			$	226	$	1,758
Gross amounts offset			(541	)			-		(541	)
Net amount of assets			991				226		1,217
Gross amounts not offset:
Cash collateral			(922	)			-		(922	)
Net amount		$	69			$	226	$	295

Financial Liabilities
Gross amount of recognized liabilities		$	589			$	1,288	$	1,877
Gross amounts offset			(105	)			-		(105	)
Net amount of liabilities			484				1,288		1,772
Gross amounts not offset:
Cash collateral			(489	)			-		(489	)
Net amount		$	(5	)		$	1,288	$	1,283


		As of December 31, 2016
					Embedded
	Derivative				Derivative
	Instruments				Instruments			Total

Financial Assets
Gross amount of recognized assets		$	1,470			$	-	$	1,470
Gross amounts offset			(543	)			-		(543	)
Net amount of assets			927				-		927
Gross amounts not offset:
Cash collateral			(894	)			-		(894	)
Net amount		$	33			$	-	$	33

Financial Liabilities
Gross amount of recognized liabilities		$	1,089			$	1,563	$	2,652
Gross amounts offset			(536	)			-		(536	)
Net amount of liabilities			553				1,563		2,116
Gross amounts not offset:
Cash collateral			(630	)			-		(630	)
Net amount		$	(77	)		$	1,563	$	1,486

6 . Federal Income Taxes

The effective tax rate is the ratio of tax expense over pre-tax income (loss). The effective tax rate was 8 % and 10% for the three months ended March 31, 2017 and 2016, respectively. The amount previously reported for the three months ended March 31, 2016, was updated due to the October 1, 2016, adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. For more information, see Note 2 in our 2016 Form 10-K. The effective tax rate on pre-tax income from continuing operations was significantly 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 the separate accounts dividends-received deduction, certain tax preferred investment income , foreign tax credits a nd 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,
	2017 (1)			2016 (1)
Return of Net Deposits
Total account value	$	90,582		$	87,707
Net amount at risk (2)		348			824
Average attained age of contract holders		63 years			63 years

Minimum Return
Total account value	$	106		$	105
Net amount at risk (2)		20			22
Average attained age of contract holders		75 years			75 years
Guaranteed minimum return		5%			5%

Anniversary Contract Value
Total account value	$	25,359		$	24,605
Net amount at risk (2)		553			782
Average attained age of contract holders		70 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.

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,
	2017			2016
Balance as of beginning-of-year	$	110		$	115
Changes in reserves		(5	)		15
Benefits paid		(6	)		(14	)
Balance as of end-of-period	$	99		$	116

Variable Annuity Contracts

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



	As of			As of
	March 31,		December 31,
	2017			2016
Asset Type
Domestic equity	$	54,433		$	52,244
International equity		18,131			17,396
Bonds		27,564			27,532
Money market		12,992			12,010
Total	$	113,120		$	109,182

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 34% and 35% of total life insurance in-force reserves as of March 31, 2017, and December 31, 2016, respectively. UL and VUL products with secondary guarantees represented 26% and 29% of total sales for the three months ended March 31, 2017 and 2016, respectively.

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 is involved in various pending or threatened legal or regulatory proceedings, including purported class actions, arising from the conduct of business both in the ordinary course and otherwise. In some of the matters, very large and/or indeterminate amounts, including punitive and treble damages, are sought. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceeding verdicts obtained in the jurisdiction for similar matters. This variability in pleadings, together with the actual experiences of LNC in litigating or resolving through settlement numerous claims over an extended period of time, demonstrates to management that the monetary relief which may be specified in a lawsuit or claim bears little relevance to its merits or disposition value.

Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time is normally difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal. Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law.

We establish liabilities for litigation and regulatory loss contingencies when information related to the loss contingencies shows both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be estimated as of March 31, 2017 .

While the potential future charges could be material in the particular quarterly or annual periods in which they are recorded, based on 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 3 1 , 201 7 , we estimate the aggregate range of reasonably possible losses 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 .

Cost of Insurance Litigation

In re: Lincoln National COI Litigation , pending in the U.S. District Court for the Eastern District of Pennsylvania, Master File No. 16-cv-06605-GJP, is a consolidated litigation matter related to multiple putative class action filings that were consolidated by an order dated March 20, 2017. In addition to consolidating a number of existing ma tters, the order also covers any future filed cases in the same district related to the same subject matter. Plaintiffs own universal life insurance policies originally issued by Jefferson Pilot (now Lincoln). Plaintiffs allege that The Lincoln National Life Insurance Company breached the terms of policyholders’ contracts when it increased non-guaranteed cost of ins urance rates beginning in 2016. Plaintiffs seek to represent classes of policyowners and seek damages on their behalf. We are vigorously defending this matter.

See Note 13 in our 201 6 Form 10-K for additional discussion of commitments 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,
	2017		2016
Common Stock
Balance as of beginning-of-year	226,335,105		243,835,893
Stock issued for exercise of warrants	45,294		24,813
Stock compensation/issued for benefit plans	1,371,831		660,605
Retirement/cancellation of shares	(2,863,971	)	(5,516,059	)
Balance as of end-of-period	224,888,259		239,005,252

Common Stock as of End-of-Period
Basic basis	224,888,259		239,005,252
Diluted basis (1)	228,934,631		242,176,232

⁽¹⁾

Effective October 1, 2016, we early adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. We have updated certain previously reported interim results and metrics as of January 1, 2016, in accordance with the new guidance. For more information, see Note 1 – Earnings Per Share in our 2016 Form 10-K.

Our common stock is without par value.

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,
	2017		2016
Weighted-average shares, as used in basic calculation	225,619,803		241,676,363
Shares to cover exercise of outstanding warrants	1,023,429		1,101,947
Shares to cover non-vested stock (1)	1,675,799		1,063,150
Average stock options outstanding during the period	2,681,129		1,806,644
Assumed acquisition of shares with assumed proceeds
from exercising outstanding warrants	(150,236	)	(291,520	)
Assumed acquisition of shares with assumed
proceeds and benefits from exercising stock
options (at average market price for the period) (1)	(1,619,156	)	(1,299,510	)
Shares repurchasable from measured but
unrecognized stock option expense	(77,078	)	(1,103	)
Average deferred compensation shares	949,815		1,039,929
Weighted-average shares, as used in diluted calculation (1)	230,103,505		245,095,900

⁽¹⁾

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, 2017 and 2016, 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 these 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 less than $1 million and $7 million for the three months ended March 31, 2017, and 2016, respectively.

AOCI

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


	For the Three
	Months Ended
	March 31,
	2017			2016
Unrealized Gain (Loss) on AFS Securities
Balance as of beginning-of-year	$	1,784		$	991
Unrealized holding gains (losses) arising during the period		530			2,469
Change in foreign currency exchange rate adjustment		19			7
Change in DAC, VOBA, DSI, future contract benefits and other contract holder funds		(121	)		(661	)
Income tax benefit (expense)		(151	)		(641	)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)		(3	)		(44	)
Associated amortization of DAC, VOBA, DSI and DFEL		(7	)		(2	)
Income tax benefit (expense)		4			16
Balance as of end-of-period	$	2,067		$	2,195
Unrealized OTTI on AFS Securities
Balance as of beginning-of-year	$	25		$	26
(Increases) attributable to:
Gross OTTI recognized in OCI during the period		-			(26	)
Change in DAC, VOBA, DSI and DFEL		-			6
Income tax benefit (expense)		-			7
Decreases attributable to:
Changes in fair value, sales, maturities or other settlements of AFS securities		7			(14	)
Change in DAC, VOBA, DSI and DFEL		(1	)		4
Income tax benefit (expense)		(2	)		3
Balance as of end-of-period	$	29		$	6
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year	$	49		$	132
Unrealized holding gains (losses) arising during the period		20			(129	)
Change in foreign currency exchange rate adjustment		(20	)		(11	)
Change in DAC, VOBA, DSI and DFEL		(2	)		(4	)
Income tax benefit (expense)		1			50
Less:
Reclassification adjustment for gains (losses) included in net income (loss)		7			7
Associated amortization of DAC, VOBA, DSI and DFEL		-			(1	)
Income tax benefit (expense)		(2	)		(2	)
Balance as of end-of-period	$	43		$	34
Foreign Currency Translation Adjustment
Balance as of beginning-of-year	$	(27	)	$	(5	)
Foreign currency translation adjustment arising during the period		2			(2	)
Balance as of end-of-period	$	(25	)	$	(7	)
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year	$	(265	)	$	(299	)
Adjustment arising during the period		(2	)		2
Balance as of end-of-period	$	(267	)	$	(297	)

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,
	2017			2016
Unrealized Gain (Loss) on AFS Securities
Gross reclassification	$	(3	)	$	(44	)	Total realized gain (loss)
Associated amortization of DAC,
VOBA, DSI and DFEL		(7	)		(2	)	Total realized gain (loss)
Reclassification before income							Income (loss) from continuing
tax benefit (expense)		(10	)		(46	)	operations before taxes
Income tax benefit (expense)		4			16		Federal income tax expense (benefit)
Reclassification, net of income tax	$	(6	)	$	(30	)	Net income (loss)

Unrealized OTTI on AFS Securities
Gross reclassification	$	-		$	-		Total realized gain (loss)
Change in DAC, VOBA, DSI and DFEL		-			-		Total realized gain (loss)
Reclassification before income							Income (loss) from continuing
tax benefit (expense)		-			-		operations before taxes
Income tax benefit (expense)		-			-		Federal income tax expense (benefit)
Reclassification, net of income tax	$	-		$	-		Net income (loss)

Unrealized Gain (Loss) on Derivative Instruments
Gross reclassifications:
Interest rate contracts	$	2		$	1		Net investment income
Interest rate contracts		(4	)		-		Interest and debt expense
Foreign currency contracts		4			6		Net investment income
Foreign currency contracts		5			-		Total realized gain (loss)
Total gross reclassifications		7			7
Associated amortization of DAC,
VOBA, DSI and DFEL		-			(1	)	Commissions and other expenses
Reclassifications before income							Income (loss) from continuing
tax benefit (expense)		7			6		operations before taxes
Income tax benefit (expense)		(2	)		(2	)	Federal income tax expense (benefit)
Reclassifications, net of income tax	$	5		$	4		Net income (loss)

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,
	2017			2016
Total realized gain (loss) related to certain investments (1)	$	(13	)	$	(107	)
Realized gain (loss) on the mark-to-market on certain instruments (2)		11			8
Indexed annuity and IUL contracts net derivatives results: (3)
Gross gain (loss)		(10	)		(23	)
Associated amortization of DAC, VOBA, DSI and DFEL		(2	)		1
Variable annuity net derivatives results: (4)
Gross gain (loss)		(28	)		11
Associated amortization of DAC, VOBA, DSI and DFEL		3			(4	)
Total realized gain (loss)	$	(39	)	$	(114	)

⁽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 GLB riders and the change in the fair value of the derivative instruments 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.

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,
		2017
10-year LNC stock options		392,367
Performance shares		149,225
RSUs		398,500
Non-employee:
SARs		26,494
Agent stock options		102,638
Director DSUs		7,475

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, 2017						As of December 31, 2016
	Carrying			Fair			Carrying			Fair
	Value			Value			Value			Value
Assets
AFS securities:
Fixed maturity securities	$	91,102		$	91,102		$	89,013		$	89,013
VIEs’ fixed maturity securities		-			-			200			200
Equity securities		276			276			275			275
Trading securities		1,703			1,703			1,712			1,712
Mortgage loans on real estate		10,001			10,033			9,889			9,853
Derivative investments (1)		991			991			927			927
Other investments		2,104			2,104			2,230			2,230
Cash and invested cash		1,923			1,923			2,722			2,722
Other assets:
GLB direct embedded derivatives (2)		226			226			-			-
GLB ceded embedded derivatives		116			116			203			203
Separate account assets		132,958			132,958			128,397			128,397

Liabilities
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		(1,238	)		(1,238	)		(1,139	)		(1,139	)
Other contract holder funds:
Remaining guaranteed interest and similar contracts		(629	)		(629	)		(629	)		(629	)
Account values of certain investment contracts		(31,832	)		(35,540	)		(31,516	)		(35,647	)
Short-term debt		(200	)		(210	)		-			-
Long-term debt		(5,133	)		(5,573	)		(5,345	)		(5,679	)
Reinsurance related embedded derivatives		(50	)		(50	)		(53	)		(53	)
Other liabilities:
Derivative liabilities (1)		(171	)		(171	)		(553	)		(553	)
GLB direct embedded derivatives (2)		-			-			(371	)		(371	)

⁽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⁾

Portions of our GLB direct 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 includes primarily LPs and other privately held investments that are accounted for using the equity method of accounting and the carrying value is based on our proportional share of the net assets of the LPs. The inputs used to measure the fair value of our LPs and other privately held investments 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, 2017 , and December 31 , 2016, the r emaining 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, 2017, o r December 31, 201 6 , and we noted no changes in our valuation methodologies between these periods.

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 20 16 Fo rm 10-K:



		As of March 31, 2017
		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		$	-		$	76,376			$	2,403		$	78,779
ABS			-			1,033				29			1,062
U.S. government bonds			562			9				5			576
Foreign government bonds			-			346				110			456
RMBS			-			3,574				7			3,581
CMBS			-			383				44			427
CLOs			-			688				88			776
State and municipal bonds			-			4,825				1			4,826
Hybrid and redeemable preferred securities			66			474				79			619
Equity AFS securities			16			78				182			276
Trading securities			102			1,541				60			1,703
Derivative investments (1)			-			1,077				560			1,637
Other investments			150			-				-			150
Cash and invested cash			-			1,923				-			1,923
Other assets:
GLB direct embedded derivatives			-			-				226			226
GLB ceded embedded derivatives			-			-				116			116
Separate account assets			834			132,124				-			132,958
Total assets		$	1,730		$	224,451			$	3,910		$	230,091

Liabilities
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		$	-		$	-			$	(1,238	)	$	(1,238	)
Long-term debt			-			(1,118	)			-			(1,118	)
Reinsurance related embedded derivatives			-			(50	)			-			(50	)
Other liabilities:
Derivative liabilities (1)			-			(369	)			(448	)		(817	)
Total liabilities		$	-		$	(1,537	)		$	(1,686	)	$	(3,223	)


		As of December 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		$	-		$	74,659			$	2,405		$	77,064
ABS			-			1,052				33			1,085
U.S. government bonds			408			11				-			419
Foreign government bonds			-			395				111			506
RMBS			-			3,611				3			3,614
CMBS			-			343				7			350
CLOs			-			676				68			744
State and municipal bonds			-			4,627				-			4,627
Hybrid and redeemable preferred securities			60			468				76			604
VIEs’ fixed maturity securities			-			200				-			200
Equity AFS securities			17			81				177			275
Trading securities			102			1,545				65			1,712
Derivative investments (1)			-			1,406				599			2,005
Other investments			146			-				-			146
Cash and invested cash			-			2,722				-			2,722
Other assets – GLB ceded embedded derivatives			-			-				203			203
Separate account assets			863			127,534				-			128,397
Total assets		$	1,596		$	219,330			$	3,747		$	224,673

Liabilities
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		$	-		$	-			$	(1,139	)	$	(1,139	)
Long-term debt			-			(1,203	)			-			(1,203	)
Reinsurance related embedded derivatives			-			(53	)			-			(53	)
Other liabilities:
Derivative liabilities (1)			-			(939	)			(692	)		(1,631	)
GLB direct embedded derivatives			-			-				(371	)		(371	)
Total liabilities		$	-		$	(2,195	)		$	(2,202	)	$	(4,397	)

⁽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.

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 deferred 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, 2017
							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	$	2,405		$	6		$	65		$	(204	)	$	131		$	2,403
ABS		33			-			1			-			(5	)		29
U.S. government bonds		-			-			-			-			5			5
Foreign government bonds		111			-			(1	)		-			-			110
RMBS		3			-			-			4			-			7
CMBS		7			-			-			41			(4	)		44
CLOs		68			-			-			5			15			88
State and municipal bonds		-			(1	)		-			-			2			1
Hybrid and redeemable
preferred securities		76			-			3			-			-			79
Equity AFS securities		177			1			(1	)		5			-			182
Trading securities		65			1			7			(16	)		3			60
Derivative investments		(93	)		(69	)		23			251			-			112
Other assets: (5)
GLB direct embedded derivatives		-			226			-			-			-			226
GLB ceded embedded derivatives		203			(87	)		-			-			-			116
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives (5)		(1,139	)		(120	)		-			21			-			(1,238	)
Other liabilities – GLB direct embedded
derivatives (5)		(371	)		371			-			-			-			-
Total, net	$	1,545		$	328		$	97		$	107		$	147		$	2,224



	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 – GLB ceded
embedded derivatives (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 direct embedded derivatives (5)		(953	)		(963	)		-			-			-			(1,916	)
Total, net	$	1,799		$	(1,221	)	$	110		$	56		$	139		$	883

⁽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 co st as of the beginning-of-year . For AFS and trading securities, the diff erence between beginning-of-year amorti zed cost and beginning-of-year fair value was included in OCI and earnings, r espectively, 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).

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, 2017
	Issuances			Sales			Maturities		Settlements				Calls			Total
Investments:
Fixed maturity AFS securities:
Corporate bonds	$	38		$	(62	)	$	(22	)	$	(63	)	$	(95	)	$	(204	)
RMBS		4			-			-			-			-			4
CMBS		41			-			-			-			-			41
CLOs		5			-			-			-			-			5
Equity AFS securities		7			(2	)		-			-			-			5
Trading securities		2			(17	)		-			(1	)		-			(16	)
Derivative investments		47			294			(90	)		-			-			251
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		(18	)		-			-			39			-			21
Total, net	$	126		$	213		$	(112	)	$	(25	)	$	(95	)	$	107



	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

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,
	2017			2016
Derivative investments	$	(74	)	$	(393	)
Other investments		-			2
Embedded derivatives:
Indexed annuity and IUL contracts		(14	)		(23	)
GLB		747			(824	)
VIEs’ liabilities – derivative instruments		-			4
Credit default swaps		-			(3	)
Total, net (1)	$	659		$	(1,237	)

⁽¹⁾

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

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



	For the Three								For the Three
	Months Ended								Months Ended
	March 31, 2017								March 31, 2016
	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	$	160	$	(29	)	$	131		$	164	$	(24	)	$	140
ABS		-		(5	)		(5	)		-		-			-
U.S. government bonds		5		-			5			-		-			-
CMBS		-		(4	)		(4	)		-		-			-
CLOs		30		(15	)		15			-		-			-
State and municipal bonds		2		-			2			-		-			-
Trading securities		3		-			3			-		(1	)		(1	)
Total, net	$	200	$	(53	)	$	147		$	164	$	(25	)	$	139

Transfers into 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 th e three months ended March 31 , 201 7 and 201 6 , transfers in and out of Level 3 were attributable primarily to the securities’ observable market information no longer being available or becoming available. Transfers into 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 Le vel 2 will result. For the three months ended March 31, 2017 and 2016, the transfers between Levels 1 and 2 of the fair value hierarchy were less than $1 million for our financial instruments carried at fa ir value.

The following summarizes the fair value ( in millions), valuation techniques and significant unobservable inputs of the Level 3 fair va lue measurements as of March 3 1 , 201 7 :



	Fair			Valuation	Significant	Assumption or
	Value			Technique	Unobservable Inputs	Input Ranges
Assets
Investments:
Fixed maturity AFS and trading
securities:
Corporate bonds	$	1,795		Discounted cash flow	Liquidity/duration adjustment (1)	0.6	%	-	37.3	%
ABS		25		Discounted cash flow	Liquidity/duration adjustment (1)	3.0	%	-	3.0	%
Foreign government bonds		79		Discounted cash flow	Liquidity/duration adjustment (1)	1.7	%	-	3.3	%
Hybrid and redeemable
preferred securities		4		Discounted cash flow	Liquidity/duration adjustment (1)	2.0	%	-	2.0	%
Equity AFS securities		24		Discounted cash flow	Liquidity/duration adjustment (1)	4.5	%	-	5.0	%
Other assets – GLB direct and ceded
embedded derivatives		342		Discounted cash flow	Long-term lapse rate (2)	1	%	-	30	%
					Utilization of guaranteed withdrawals (3)	85	%	-	100	%
					Claims utilization factor (4)	60	%	-	100	%
					Premiums utilization factor (4)	80	%	-	115	%
					NPR (5)	0.02	%	-	0.37	%
					Mortality rate (6)				(8)
					Volatility (7)	1	%	-	29	%
Liabilities
Future contract benefits – indexed
annuity and IUL contracts
embedded derivatives	$	(1,238	)	Discounted cash flow	Lapse rate (2)	1	%	-	9	%
					Mortality rate (6)				(8)

⁽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 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 embedded derivatives – Assuming our GLB direct embedded derivative is 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 guaranteed withdrawal or volatility inputs would result in an increase in the fair value measurement. Assuming our GLB ceded embedded derivative is in an asset position, the fair value measurement would move in the opposite direction from the GLB direct embedded derivative.

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 ongoing valuation process, we assess the reasonable ness 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 2 016 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 2016 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.

Segment information (in millions) was as follows:



	For the Three
	Months Ended
	March 31,
	2017			2016
Revenues
Operating revenues:
Annuities	$	1,061		$	1,039
Retirement Plan Services		282			267
Life Insurance		1,606			1,478
Group Protection		541			534
Other Operations		88			82
Excluded realized gain (loss), pre-tax		(80	)		(158	)
Amortization of deferred gain arising
from reserve changes on business
sold through reinsurance, pre-tax		1			1
Amortization of DFEL associated
with benefit ratio unlocking, pre-tax		1			-
Total revenues	$	3,500		$	3,243



	For the Three
	Months Ended
	March 31,
	2017			2016
Net Income (Loss)
Income (loss) from operations:
Annuities	$	281		$	218
Retirement Plan Services		37			31
Life Insurance		130			75
Group Protection		7			5
Other Operations		(13	)		(12	)
Excluded realized gain (loss), after-tax		(52	)		(102	)
Benefit ratio unlocking, after-tax		45			(4	)
Net income (loss)	$	435		$	211

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, 2017, compared with December 31, 2016, and the results of operations for the three months ended March 31, 2017, compared with the corresponding period in 2016 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, 2016 ( “ 2016 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 2017. 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 2016 Form 10-K as updated by “ Part II – 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 accordance with United States of America generally accepted accounting principles ( “ GAAP ” ), unless otherwise indicated. See Note 1 in our 2016 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 effect 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 continuing promulgation and implementation of rules and regulations under the Dodd-Frank Wall Street Reform and Consumer Protection 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

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 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

The unanticipated 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.

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 2016 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 2016 Form 10-K as updated by “ Part II – Item 1A. Risk Factors ” below.

C ritical Accounting Policies and Estimates

The MD&A included in our 2016 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 2016 Form 10-K and, accordingly, should be read in conjunction with the “ Critical Accounting Policies and Estimates ” discussed in our 2016 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 2016 Form 10-K.

If we had unlocked our R TM assumption as of March 31 , 201 7 , we would have recorded a favorable unlocking of approximately $ 16 0 million, pre-tax, for Annuities, approximately $ 2 5 million, pre-ta x, for Retirement Plan Services and approximately $ 20 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, 2017 :



		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		$	896		$	77,954		$	-	$	78,850
Priced by independent broker quotations			-			-			1,193		1,193
Priced by matrices			-			12,081			-		12,081
Priced by other methods (1)			-			-			1,927		1,927
Total		$	896		$	90,035		$	3,120	$	94,051

Percent of total			1%			96%			3%		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 2016 Form 10-K and Note 12 herein.

As of March 31, 2017 , 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, 2017 , we used broker quotes for 2 5 securities as our final price source, representing less than 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 2016 Form 10-K.

Guaranteed Living Benefits

Within o ur individual annuity business , 6 5 % and 67% of our variable annuity account values contained guaranteed living benefits (“GLB”) features as of March 31, 2017 and 2016, respectively . Underperforming equity markets increase our exposure to potential

benefits with the GLB features. A contract with a GLB feature is “ in the money ” if the contract holder’s account balance falls below the present value of guaranteed withdrawal or income benefits, assuming no lapses. As of March 31, 2017 and 2016 , 8 % and 11 %, respectively, of all in-force contracts with a GLB feature were “ in the money, ” and our exposure, after reinsurance, as of March 31, 2017 and 2016 , was $ 53 8 million and $ 679 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 instantan eous effect to net income that could result from sudden changes that may occur in equity markets, interest rates and implied market volatilities, see our discussion in “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Critical Accounting Policies and Estimates – Derivatives – GLB” in our 2016 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,
	2017			2016			Change
Net Income (Loss)
Income (loss) from operations:
Annuities	$	281		$	218		29%
Retirement Plan Services		37			31		19%
Life Insurance		130			75		73%
Group Protection		7			5		40%
Other Operations		(13	)		(12	)	-8%
Excluded realized gain (loss), after-tax		(52	)		(102	)	49%
Benefit ratio unlocking, after-tax		45			(4	)	NM
Net income (loss)	$	435		$	211		106%



	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Deposits
Annuities	$	2,016		$	2,353		-14%
Retirement Plan Services		2,252			1,791		26%
Life Insurance		1,414			1,238		14%
Total deposits	$	5,682		$	5,382		6%

Net Flows
Annuities	$	(944	)	$	(35	)	NM
Retirement Plan Services		116			78		49%
Life Insurance		924			830		11%
Total net flows	$	96		$	873		-89%



	As of March 31,
	2017		2016		Change
Account Values
Annuities	$	128,930	$	121,731	6%
Retirement Plan Services		60,733		54,499	11%
Life Insurance		46,505		43,921	6%
Total account values	$	236,168	$	220,151	7%

Compariso n of the Three Months Ended March 31, 2017 to 2016

Net income in creased due primarily to the following:

Growth in business in force and average account values.

Higher federal income tax benefits in 2017 driven by one-time and run-rate adjustments primarily associated with our separate account dividends-received deduction.

Favorable investment income on alternative investments.

L egal expenses in 2016 related to certain investments.

Gains on variable annuity net derivative results in 2017 as compared to losses in 2016 .

Higher realized losses in 2016 driven by an increase in other-than-temporary impairment (“ OTTI ”) attributable to individual credit risks within our corporate bond holdings.

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

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

reduce interest crediting rates.

Strategic digitization expense incurred during 2017 as part of our strategic digitization initiative.

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,
	2017			2016		Change
Operating Revenues
Insurance premiums (1)	$	124		$	151	-18%
Fee income		533			493	8%
Net investment income		256			251	2%
Operating realized gain (loss) (2)		45			44	2%
Other revenues (3)		103			100	3%
Total operating revenues		1,061			1,039	2%
Operating Expenses
Interest credited		147			140	5%
Benefits (1)		193			216	-11%
Commissions and other expenses		441			411	7%
Total operating expenses		781			767	2%
Income (loss) from operations before taxes		280			272	3%
Federal income tax expense (benefit)		(1	)		54	NM
Income (loss) from operations	$	281		$	218	29%

⁽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, 2017 to 2016

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

Higher federal income tax benefits in 2017 driven by one-time and run-rate adjustments primarily associated with our separate account dividends-received deduction.

Higher fee income driven by higher average daily variable account values as a result of higher average equity markets , partially offset by negative net flows .

The in crease in income from operations was partially offset by h igher commissions and other expenses due to higher average account values , resulting in higher trail commissions.

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 can significantly impact future income from operations . For the three months ended March 31 , 2017, 38% of our variable annuity deposits were on products without GLB riders , compared to 26 % for the corresponding period in 201 6 . As a result of regulatory uncertainty and evolving market trends, our variable annuity deposits were significantly lower than historical periods resulting in negative net flows for the three months ended March 31, 2017 and 2016.

The other component of net flows relates to the retention of the business. An important measure of retention is the reduction in account values caused by full surrenders, deaths and other contract benefits. These outflows as a percentage of average account values were 9% for the three months ended March 31 , 201 7 , compared to 8% for the corresponding period in 201 6.

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 2016 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 was originally planned to be effective April 10, 2017, with full implementation by January 1, 2018. On April 7, 2017 , the DOL announced a 60-day delay of the fiduciary advice regulation, moving the phased implementation effective date from April 10, 2017, to June 9, 2017. For information about regulatory risk including the 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 “ Part II – 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 6 Form 10-K as updated by “ Part II – 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,
	2017			2016			Change
Fee Income
Mortality, expense and other assessments	$	525		$	489		7%
Surrender charges		9			8		13%
DFEL:
Deferrals		(10	)		(10	)	0%
Amortization, net of interest		9			6		50%
Total fee income	$	533		$	493		8%


	As of or For the Three
	Months Ended
	March 31,
	2017			2016			Change
Variable Account Value Information
Variable annuity deposits (1)	$	1,081		$	1,074		1%
Increases (decreases) in variable annuity
account values:
Net flows (1)		(1,337	)		(840	)	-59%
Change in market value (1)		4,713			18		NM
Transfers to the variable portion
of variable annuity products
from the fixed portion of
variable annuity products		357			718		-50%
Variable annuity account values (1)		106,646			99,804		7%
Average daily variable annuity account
values (1)		105,519			96,440		9%
Average daily S&P 500 (2)		2,324			1,952		19%

⁽¹⁾

Excludes the fixed portion of variable.

⁽²⁾

We generally use the Standard & Poor’s (“ S&P ”) 500 index as a benchmark for the performance of our variable account values. The account values of our variable annuity contracts are invested by our policyholders in a variety of investment options including, but not limited to, domestic and international equity securities and fixed income, which do not necessarily align with S&P 500 index performance. See Note 7 for additional information.

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 201 6 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,
	2017			2016			Change
Net Investment Income
Fixed maturity securities, mortgage loans
on real estate and other, net of
investment expenses	$	211		$	215		-2%
Commercial mortgage loan prepayment and
bond make-whole premiums (1)		5			3		67%
Surplus investments (2)		40			33		21%
Total net investment income	$	256		$	251		2%

Interest Credited
Amount provided to contract holders	$	142		$	139		2%
DSI deferrals		(2	)		(7	)	71%
Interest credited before DSI amortization		140			132		6%
DSI amortization		7			8		-13%
Total interest credited	$	147		$	140		5%

⁽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.



	For the Three
	Months Ended		Basis
	March 31,		Point
	2017	2016	Change
Interest Rate Spread (1)
Fixed maturity securities, mortgage loans
on real estate and other, net of
investment expenses	4.06%	4.24%	(18	)
Commercial mortgage loan prepayment and
bond make-whole premiums	0.11%	0.06%	5
Net investment income yield on reserves	4.17%	4.30%	(13	)
Interest rate credited to contract holders	2.43%	2.34%	9
Interest rate spread	1.74%	1.96%	(22	)

⁽¹⁾

The prior year interest rate spread has been restated to conform to the current year presentation , which has been modified to be consistent across our business segments.



	As of or For the Three
	Months Ended
	March 31,
	2017			2016			Change
Fixed Account Value Information
Fixed annuity deposits (1)	$	935		$	1,279		-27%
Increases (decreases) in fixed annuity
account values:
Net flows (1)		393			805		-51%
Transfers from the fixed portion
of variable annuity products to
the variable portion of variable
annuity products		(357	)		(718	)	50%
Reinvested interest credited (1)		243			132		84%
Fixed annuity account values (1)		22,284			21,929		2%
Average fixed account values (1)		22,125			21,749		2%
Average invested assets on reserves (2)		18,156			18,015		1%

⁽¹⁾

Includes the fixed portion of variable.

⁽²⁾

The prior year average invested assets on reserves has been restated to conform to the current year presentation, which has been modified to be consistent across our business segments.

A portion of our investment income earned is credited to the contract holders of our deferred 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 and guaranteed living benefit riders. For a corresponding offset of changes in income annuity reserves, see footnote 1 of “Income (Loss) from Operations” above.

Commissions and Other Expenses

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



	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Commissions and Other Expenses
Commissions:
Deferrable	$	83		$	98		-15%
Non-deferrable		141			120		18%
General and administrative expenses		100			104		-4%
Inter-segment reimbursement associated
with reserve financing and
LOC expenses (1)		1			1		0%
Taxes, licenses and fees		11			11		0%
Total expenses incurred, excluding
broker-dealer		336			334		1%
DAC deferrals		(97	)		(112	)	13%
Total pre-broker-dealer expenses
incurred, excluding amortization,
net of interest		239			222		8%
DAC and VOBA amortization,
net of interest		100			87		15%
Broker-dealer expenses incurred		102			102		0%
Total commissions and other
expenses	$	441		$	411		7%

DAC Deferrals
As a percentage of sales/deposits		4.8%			4.8%

⁽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 .

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,
	2017		2016		Change
Operating Revenues
Fee income	$	59	$	55	7%
Net investment income		218		207	5%
Other revenues (1)		5		5	0%
Total operating revenues		282		267	6%
Operating Expenses
Interest credited		132		125	6%
Commissions and other expenses		102		101	1%
Total operating expenses		234		226	4%
Income (loss) from operations before taxes		48		41	17%
Federal income tax expense (benefit)		11		10	10%
Income (loss) from operations	$	37	$	31	19%

⁽¹⁾

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

Comparison of the Three Months Ended March 31 , 201 7 to 201 6

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

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

High er net investment income, net of interest credited, driven by more favorable investment income on alternative investments within our surplus portfolio, partially offset by spread compression due to average new money rates trailing our current portfolio yields.

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

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 can significantly impact future income from operations . The other component of net flows relates to the retention of the business. An important measure of retention is the reduction in account values caused primarily by plan sponsor terminations and participant withdrawals. These outflows as a percentage of average account values were 1 4% and 13% for the three months ended March 31, 2017 and 2016, respectively.

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 among our higher 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 27 % and 30 % for the three months ended March 31, 2017 and 2016 , respectively. Due to this expected overall shift in business mix toward products with lower returns, an increase in new deposit production continues to be necessary to maintain earnings at current levels.

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 2016 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 was originally planned to be effective April 10, 2017, with full implementation by January 1, 2018. On April 7, 2017, the DOL announced a 60-day delay of the fiduciary advice regulation, moving the phased implementation effective date from April 10, 2017, to June 9, 2017. For information about regulatory risk including the 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 “ Part II – 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,
	2017		2016		Change
Fee Income
Annuity expense assessments	$	44	$	41	7%
Mutual fund fees		15		13	15%
Total expense assessments		59		54	9%
Surrender charges		-		1	-100%
Total fee income	$	59	$	55	7%



	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Account Value Roll Forward (1)
Small Market:
Balance as of beginning-of-year	$	9,735		$	8,653		13%
Gross deposits		575			458		26%
Withdrawals		(956	)		(445	)	NM
Net flows		(381	)		13		NM
Transfers between fixed and variable accounts		(3	)		6		NM
Change in market value and reinvestment		400			83		NM
Balance as of end-of-period	$	9,751		$	8,755		11%

Mid – Large Market:
Balance as of beginning-of-year	$	32,387		$	29,279		11%
Gross deposits		1,554			1,177		32%
Withdrawals		(815	)		(962	)	15%
Net flows		739			215		244%
Transfers between fixed and variable accounts		(4	)		13		NM
Change in market value and reinvestment		1,288			149		NM
Balance as of end-of-period	$	34,410		$	29,656		16%

Multi-Fund ® and Other:
Balance as of beginning-of-year	$	16,312		$	16,168		1%
Gross deposits		123			156		-21%
Withdrawals		(365	)		(306	)	-19%
Net flows		(242	)		(150	)	-61%
Change in market value and reinvestment		502			70		NM
Balance as of end-of-period	$	16,572		$	16,088		3%

Total:
Balance as of beginning-of-year	$	58,434		$	54,100		8%
Gross deposits		2,252			1,791		26%
Withdrawals		(2,136	)		(1,713	)	-25%
Net flows		116			78		49%
Transfers between fixed and variable accounts		(7	)		19		NM
Change in market value and reinvestment		2,190			302		NM
Balance as of end-of-period	$	60,733		$	54,499		11%

⁽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.



	As of or For the Three
	Months Ended
	March 31,
	2017			2016			Change
Variable Account Value Information
Variable annuity deposits (1)	$	458		$	353		30%
Increases (decreases) in variable annuity
account values:
Net flows (1)		(566	)		(112	)	NM
Change in market value (1)		730			53		NM
Transfers from the variable portion
of variable annuity products
to the fixed portion of
variable annuity products		(51	)		(90	)	43%
Variable annuity account values (1)		14,624			13,944		5%
Average daily variable annuity account
values (1)		14,478			13,386		8%
Average daily S&P 500		2,324			1,952		19%

⁽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,
	2017		2016		Change
Net Investment Income
Fixed maturity securities, mortgage loans
on real estate and other, net of
investment expenses	$	194	$	191	2%
Commercial mortgage loan prepayment and
bond make-whole premiums (1)		4		2	100%
Surplus investments (2)		20		14	43%
Total net investment income	$	218	$	207	5%

Interest Credited	$	132	$	125	6%

⁽¹⁾

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

⁽²⁾



	For the Three
	Months Ended		Basis
	March 31,		Point
	2017	2016	Change
Interest Rate Spread
Fixed maturity securities, mortgage loans
on real estate and other, net of
investment expenses	4.37%	4.58%	(21	)
Commercial mortgage loan prepayment and
bond make-whole premiums	0.08%	0.05%	3
Net investment income yield on reserves	4.45%	4.63%	(18	)
Interest rate credited to contract holders	2.93%	2.98%	(5	)
Interest rate spread	1.52%	1.65%	(13	)



	As of or For the Three
	Months Ended
	March 31,
	2017		2016			Change
Fixed Account Value Information
Fixed annuity deposits (1)	$	710	$	420		69%
Increases (decreases) in fixed annuity
account values:
Net flows (1)		172		(152	)	213%
Transfers to the fixed portion of
variable annuity products from
the variable portion of variable
annuity products		51		90		-43%
Reinvested interest credited (1)		136		123		11%
Fixed annuity account values (1)		18,192		16,727		9%
Average fixed account values (1)		17,996		16,633		8%
Average invested assets on reserves		17,853		16,673		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. 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.

Commissions and Other Expenses

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



	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Commissions and Other Expenses
Commissions:
Deferrable	$	4		$	3		33%
Non-deferrable		15			16		-6%
General and administrative expenses		79			76		4%
Taxes, licenses and fees		6			6		0%
Total expenses incurred		104			101		3%
DAC deferrals		(8	)		(6	)	-33%
Total expenses recognized before
amortization		96			95		1%
DAC and VOBA amortization,
net of interest:		6			6		0%
Total commissions and other
expenses	$	102		$	101		1%

DAC Deferrals
As a percentage of annuity sales/deposits		0.7%			0.8%

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.

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,
	2017			2016		Change
Operating Revenues
Insurance premiums (1)	$	185		$	172	8%
Fee income		760			687	11%
Net investment income		658			611	8%
Operating realized gain (loss) (2)		(4	)		-	NM
Other revenues		7			8	-13%
Total operating revenues		1,606			1,478	9%
Operating Expenses
Interest credited		349			348	0%
Benefits		797			740	8%
Commissions and other expenses		273			287	-5%
Total operating expenses		1,419			1,375	3%
Income (loss) from operations before taxes		187			103	82%
Federal income tax expense (benefit)		57			28	104%
Income (loss) from operations	$	130		$	75	73%

⁽¹⁾

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

⁽²⁾

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

Comparison of the Three Months Ended March 31, 2017 to 2016

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

Higher fee income due primarily to growth in business in force .

Higher net investment income, net of interest credited, driven by favorable investment income on alternative investments.

The increase in income from operations was partially offset by higher benefits due to growth in business in force.

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

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 ” ) . For information on strategies we use to reduce the statutory reserve strain caused by XXX and AG38, see “ Review of Conso lidated Financial Condition – Liquidity and Capital Resources – Sources of Liquidity and Cash Flow – Insurance Subsidiaries’ Statutory Capital and Surplus ” below.

Additional Information

During the first quarter of 2017, we experienced favorable mortality relative to our expectations for claims seasonality.

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 2016 Form 10-K.

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,
	2017			2016			Change
Fee Income
Cost of insurance assessments	$	491		$	436		13%
Expense assessments		341			294		16%
Surrender charges		14			7		100%
DFEL:
Deferrals		(159	)		(127	)	-25%
Amortization, net of interest		73			77		-5%
Total fee income	$	760		$	687		11%


	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Sales by Product
UL	$	17		$	18		-6%
MoneyGuard®		60			42		43%
IUL		18			18		0%
VUL		36			29		24%
Term		27			25		8%
Total individual life sales		158			132		20%
Executive Benefits		23			7		229%
Total sales	$	181		$	139		30%

Net Flows
Deposits	$	1,414		$	1,238		14%
Withdrawals and deaths		(490	)		(408	)	-20%
Net flows	$	924		$	830		11%

Contract Holder Assessments	$	1,121		$	1,003		12%



	As of March 31,
	2017		2016		Change
Account Values
General account	$	35,557	$	34,877	2%
Separate account		10,948		9,044	21%
Total account values	$	46,505	$	43,921	6%

In-Force Face Amount
UL and other	$	337,338	$	331,690	2%
Term insurance		361,247		335,762	8%
Total in-force face amount	$	698,585	$	667,452	5%

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 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;

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; and

Term – 100% of annualized first year premiums.

We monitor the business environment, including but not limited to the regulatory and interest rate environments, and make changes to our product offerings and in - force products as needed, and as permitted under the terms of the policies, to sustain the future profitabil ity of our segment .

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,
	2017		2016			Change
Net Investment Income
Fixed maturity securities, mortgage loans
on real estate and other, net of
investment expenses	$	582	$	579		1%
Commercial mortgage loan prepayment
and bond make-whole premiums (1)		6		7		-14%
Alternative investments (2)		29		(8	)	NM
Surplus investments (3)		41		33		24%
Total net investment income	$	658	$	611		8%

Interest Credited	$	349	$	348		0%

⁽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⁾



	For the Three
	Months Ended		Basis
	March 31,		Point
	2017	2016	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	5.11%	5.25%	(14	)
Commercial mortgage loan prepayment
and bond make-whole premiums	0.06%	0.07%	(1	)
Alternative investments	0.28%	-0.08%	36
Net investment income yield on reserves	5.45%	5.24%	21
Interest rate credited to contract holders	3.85%	3.92%	(7	)
Interest rate spread	1.60%	1.32%	28



	For the Three
	Months Ended
	March 31,
	2017		2016		Change
Averages
Attributable to interest-sensitive products:
Invested assets on reserves	$	41,290	$	39,975	3%
General account values		36,007		35,335	2%

Attributable to traditional products:
Invested assets on reserves		4,334		4,141	5%

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.

Benefits

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



	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Benefits
Death claims direct and assumed	$	1,167		$	1,091		7%
Death claims ceded		(476	)		(449	)	-6%
Reserves released on death		(184	)		(147	)	-25%
Net death benefits		507			495		2%
Change in secondary guarantee life
insurance product reserves		166			140		19%
Change in MoneyGuard® reserves		69			48		44%
Other benefits (1)		55			57		-4%
Total benefits	$	797		$	740		8%

Death claims per $1,000 of in-force		2.91			2.98		-2%

⁽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 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 2016 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,
	2017			2016			Change
Commissions and Other Expenses
Commissions	$	174		$	147		18%
General and administrative expenses		137			125		10%
Expenses associated with reserve financing		24			20		20%
Taxes, licenses and fees		39			39		0%
Total expenses incurred		374			331		13%
DAC and VOBA deferrals		(199	)		(165	)	-21%
Total expenses recognized before
amortization		175			166		5%
DAC and VOBA amortization,
net of interest		97			120		-19%
Other intangible amortization		1			1		0%
Total commissions and other expenses	$	273		$	287		-5%

DAC and VOBA Deferrals
As a percentage of sales		109.9%			118.7%

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, depending on the block of business. When comparing DAC and VOBA deferrals as a percentage of sales for the three months ended March 31, 20 17, to the corresponding period in 2016, the de crease was primarily a result of changes in sales mix to produc ts with lower commission rates .

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,
	2017		2016		Change
Operating Revenues
Insurance premiums	$	495	$	489	1%
Net investment income		43		42	2%
Other revenues		3		3	0%
Total operating revenues		541		534	1%
Operating Expenses
Interest credited		-		1	-100%
Benefits		351		340	3%
Commissions and other expenses		179		185	-3%
Total operating expenses		530		526	1%
Income (loss) from operations before taxes		11		8	38%
Federal income tax expense (benefit)		4		3	33%
Income (loss) from operations	$	7	$	5	40%



	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Income (Loss) from Operations by
Product Line
Life	$	(2	)	$	(3	)	33%
Disability		9			9		0%
Dental		-			(1	)	100%
Income (loss) from operations	$	7		$	5		40%

Comparison of the Three Months Ended March 31, 2017 to 2016

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

Lower commissions and other expenses due to higher amortization of DAC in 2016 driven by higher lapse s and re-pricing actions.

Higher insurance premiums due to more favorable persistency experience.

The increase in income from operations was partially offset primarily by higher benefits driven by lowe r long-term disability claim recoveries and unfavorable life waiver experience.

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

For information about the effect of the loss ratio sensitivity on our income (loss) from operations, see “ Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Group Protection – Additional Information ” in our 2016 Form 10-K.

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 2016 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 2016 Form 10-K as updated by “ Part II – Item 1A. Risk Factors ” below.

Insurance Premiums

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



	For the Three
	Months Ended
	March 31,
	2017		2016		Change
Insurance Premiums by Product Line
Life	$	206	$	211	-2%
Disability		226		222	2%
Dental		63		56	13%
Total insurance premiums	$	495	$	489	1%

Sales by Product Line
Life	$	23	$	27	-15%
Disability		23		22	5%
Dental		11		10	10%
Total sales	$	57	$	59	-3%

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 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,
	2017		2016		Change
Benefits and Interest Credited by
Product Line
Life	$	150	$	150	0%
Disability		155		150	3%
Dental		46		41	12%
Total benefits and interest credited	$	351	$	341	3%

Loss Ratios by Product Line
Life		72.5%		71.1%
Disability		68.9%		67.2%
Dental		73.3%		73.5%
Total		71.0%		69.6%

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

Commissions and Other Expenses

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



	For the Three
	Months Ended
	March 31,
	2017			2016			Change
Commissions and Other Expenses
Commissions	$	63		$	62		2%
General and administrative expenses		82			78		5%
Taxes, licenses and fees		14			15		-7%
Total expenses incurred		159			155		3%
DAC deferrals		(13	)		(15	)	13%
Total expenses recognized before
amortization		146			140		4%
DAC and VOBA amortization, net of
interest		33			45		-27%
Total commissions and
other expenses	$	179		$	185		-3%

DAC Deferrals
As a percentage of insurance premiums		2.6%			3.1%

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.

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,
	2017			2016			Change
Operating Revenues
Insurance premiums (1)	$	3		$	3		0%
Net investment income		63			61		3%
Amortization of deferred gain on
business sold through reinsurance		18			18		0%
Other revenues		4			-		NM
Total operating revenues		88			82		7%
Operating Expenses
Interest credited		18			20		-10%
Benefits		28			29		-3%
Other expenses		10			(8	)	225%
Interest and debt expense		64			68		-6%
Strategic digitization expense		9			-		NM
Total operating expenses		129			109		18%
Income (loss) from operations before taxes		(41	)		(27	)	-52%
Federal income tax expense (benefit)		(28	)		(15	)	-87%
Income (loss) from operations	$	(13	)	$	(12	)	-8%

⁽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 7 to 201 6

Loss from operations for Other Operations increased due primarily to the following:

Higher other expenses attributable to the effect of changes in our stock price on our deferred compensation plans, as our stock price decreased slightly during 2017 compared to significantly decreasing during 2016 (see “Other Expenses” below for more information).

Strategic digitization expense incurred during 2017 as part of our strategic digitization initiative.

The increase in loss from operations was partially offset by more favorable federal income tax benefits due to excess tax benefits associated with stock option exercises in 2017.

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 information on our strategic digitization initiative, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Significant Operational Matters – Strategic Digitization Initiative” in our 2016 Form 10-K.

The deferred gain on business sold through reinsurance was substantially amortized as of March 31, 2017.

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 2016 Form 10- K as updated by “ Part II – 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.

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,
	2017			2016			Change
General and administrative expenses:
Legal	$	-		$	1		-100%
Branding		5			7		-29%
Other (1)		9			(8	)	213%
Total general and administrative
expenses		14			-		NM
Taxes, licenses and fees		(1	)		(6	)	83%
Inter-segment reimbursement associated
with reserve financing and
LOC expenses (2)		(3	)		(2	)	-50%
Total other expenses	$	10		$	(8	)	225%

⁽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.

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,
	2017			2016			Change
Components of Realized Gain (Loss), Pre-Tax
Total operating realized gain (loss)	$	41		$	44		-7%
Total excluded realized gain (loss)		(80	)		(158	)	49%
Total realized gain (loss), pre-tax	$	(39	)	$	(114	)	66%

Reconciliation of Excluded Realized Gain (Loss)
Net of Benefit Ratio Unlocking, After-Tax
Total excluded realized gain (loss)	$	(52	)	$	(102	)	49%
Benefit ratio unlocking		45			(4	)	NM
Excluded realized gain (loss) net of benefit ratio
unlocking, after-tax	$	(7	)	$	(106	)	93%

Components of Excluded Realized Gain (Loss)
Net of Benefit Ratio Unlocking, After-Tax
Realized gain (loss) related to certain investments	$	(9	)	$	(69	)	87%
Gain (loss) on the mark-to-market on certain instruments		8			5		60%
Variable annuity net derivatives results:
Hedge program performance, including unlocking
for GLB reserves hedged		9			(94	)	110%
GLB NPR component		(9	)		67		NM
Total variable annuity net derivatives results		-			(27	)	100%
Indexed annuity forward-starting option		(6	)		(15	)	60%
Excluded realized gain (loss) net of benefit
ratio unlocking, after-tax	$	(7	)	$	(106	)	93%

⁽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.

Comparison of the Three Months Ended March 31, 2017 to 2016

We had lower realized losses due primarily to the following:

Legal expenses in 2016 related to certain investments.

A decrease in realized losses related to certain investments attributable to improvements of select corporate bond holdings within the energy and other commodity sectors.

Unfavorable variable annuity net derivatives results in 2016 attributable to unfavorable hedge program performance due to more volatile capital markets, partially offset by a favorable GLB non-performance risk (“NPR”) component due to widening of our credit spreads.

The above components of excluded realized gain (loss) are described net of benefit ratio unlocking, after-tax.

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 2016 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 2016 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 2016 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,
		2017				2016				2016				2016				2016
Variable annuity hedge program assets (liabilities)		$	1,717			$	2,152			$	3,679			$	4,123			$	3,565

Variable annuity reserves – asset (liability):
Embedded derivative reserves, pre-NPR (1)		$	424			$	(103	)		$	(1,503	)		$	(2,078	)		$	(1,599	)
NPR			(82	)			(64	)			100				159				116
Embedded derivative reserves			342				(167	)			(1,403	)			(1,919	)			(1,483	)
Insurance benefit reserves			(648	)			(679	)			(626	)			(634	)			(609	)
Total variable annuity reserves – asset (liability)		$	(306	)		$	(846	)		$	(2,029	)		$	(2,553	)		$	(2,092	)

10-year credit default swap (“CDS”) spread			1.51%				1.51%				2.03%				2.12%				2.15%
NPR factor related to 10-year CDS spread			0.21%				0.21%				0.30%				0.32%				0.31%

⁽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, 2017:



	Hypothetical
		Effect
NPR factor:
Down 21 basis points to zero		$	(125	)
Up 20 basis points			60

⁽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 2016 Form 10-K for a discussion of our indexed annuity forward-starting option.

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,
		2017			2016			2017		2016
Investments
AFS securities:
Fixed maturity		$	91,102		$	89,013		83.9%		83.4%
VIEs’ fixed maturity			-			200		0.0%		0.2%
Total fixed maturity			91,102			89,213		83.9%		83.6%
Equity			276			275		0.3%		0.3%
Trading securities			1,703			1,712		1.6%		1.6%
Mortgage loans on real estate			10,001			9,889		9.2%		9.3%
Real estate			24			24		0.0%		0.0%
Policy loans			2,432			2,451		2.2%		2.3%
Derivative investments			991			927		0.9%		0.9%
Alternative investments			1,295			1,269		1.2%		1.2%
Other investments			809			961		0.7%		0.8%
Total investments		$	108,633		$	106,721		100.0%		100.0%

Investment Objective

I nvested assets are an integral p art 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 “ Item 7A. Quantitative and Qualitative Disclosures About Market Risk ” in our 201 6 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.

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, 2017
			Gross Unrealized							%
	Amortized				Losses and			Fair		Fair
	Cost		Gains		OTTI (2)			Value		Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services	$	11,154	$	773	$	77		$	11,850	13.0%
Basic industry		4,719		297		48			4,968	5.5%
Capital goods		5,995		428		47			6,376	7.0%
Communications		4,396		338		49			4,685	5.1%
Consumer cyclical		5,496		305		56			5,745	6.3%
Consumer non-cyclical		13,348		853		142			14,059	15.5%
Energy		7,180		446		160			7,466	8.2%
Technology		3,478		141		22			3,597	3.9%
Transportation		2,857		144		36			2,965	3.3%
Industrial other		1,002		39		23			1,018	1.1%
Utilities		12,269		1,052		77			13,244	14.5%
Government related entities		2,615		220		29			2,806	3.1%
Collateralized mortgage and other obligations ("CMOs"):
Agency backed		1,481		82		42			1,521	1.7%
Non-agency backed		1,031		20		3			1,048	1.2%
Mortgage pass through securities ("MPTS"):
Agency backed		978		42		8			1,012	1.1%
Commercial mortgage-backed securities ("CMBS"):
Agency backed		23		-		-			23	0.0%
Non-agency backed		400		7		3			404	0.4%
Asset-backed securities ("ABS"):
Collateralized loan obligations ("CLOs")		757		3		3			757	0.8%
Commercial real estate ("CRE") CDOs		15		-		(4	)		19	0.0%
Credit card		93		20		1			112	0.1%
Equipment receivables		41		-		1			40	0.1%
Home equity		662		12		(8	)		682	0.7%
Manufactured housing		26		1		-			27	0.1%
Stranded utility costs		3		-		-			3	0.0%
Other		192		7		1			198	0.2%
Municipals:
Taxable		3,976		738		17			4,697	5.2%
Tax-exempt		125		5		1			129	0.1%
Government:
United States		540		38		2			576	0.6%
Foreign		398		58		-			456	0.5%
Hybrid and redeemable preferred securities		584		75		40			619	0.7%
Total fixed maturity AFS securities		85,834		6,144		876			91,102	100.0%
Equity AFS Securities		263		16		3			276
Total AFS securities		86,097		6,160		879			91,378
Trading Securities (1)		1,502		205		4			1,703
Total AFS and trading securities	$	87,599	$	6,365	$	883		$	93,081


	As of December 31, 2016
			Gross Unrealized							%
	Amortized				Losses and			Fair		Fair
	Cost		Gains		OTTI (2)			Value		Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services	$	10,769	$	697	$	108		$	11,358	12.8%
Basic industry		4,665		243		79			4,829	5.4%
Capital goods		5,677		399		54			6,022	6.8%
Communications		4,374		331		59			4,646	5.2%
Consumer cyclical		5,459		296		75			5,680	6.4%
Consumer non-cyclical		12,939		816		175			13,580	15.2%
Energy		7,346		439		194			7,591	8.5%
Technology		3,350		129		31			3,448	3.9%
Transportation		2,921		143		41			3,023	3.4%
Industrial other		972		38		27			983	1.1%
Utilities		12,180		1,016		84			13,112	14.7%
Government related entities		2,623		207		38			2,792	3.1%
CMOs:
Agency backed		1,444		86		47			1,483	1.7%
Non-agency backed		1,070		15		11			1,074	1.2%
MPTS:
Agency backed		1,020		46		9			1,057	1.2%
CMBS:
Agency backed		23		1		-			24	0.0%
Non-agency backed		322		7		3			326	0.4%
ABS:
CLOs		727		1		3			725	0.8%
CRE CDOs		15		-		(4	)		19	0.0%
Credit card		292		21		1			312	0.3%
Equipment receivables		42		-		1			41	0.0%
Home equity		679		11		(3	)		693	0.8%
Manufactured housing		27		1		-			28	0.0%
Stranded utility costs		6		-		-			6	0.0%
Other		201		6		2			205	0.2%
Municipals:
Taxable		3,804		714		19			4,499	5.0%
Tax-exempt		125		4		1			128	0.1%
Government:
United States		384		37		2			419	0.5%
Foreign		449		58		1			506	0.6%
Hybrid and redeemable preferred securities		582		70		48			604	0.7%
Total fixed maturity AFS securities		84,487		5,832		1,106			89,213	100.0%
Equity AFS Securities		260		19		4			275
Total AFS securities		84,747		5,851		1,110			89,488
Trading Securities (1)		1,517		206		11			1,712
Total AFS and trading securities	$	86,264	$	6,057	$	1,121		$	91,200

⁽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 201 6 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.

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, 2017					As of December 31, 2016
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	$	45,971	$	49,498	54.3%	$	45,661	$	49,061	55.0%
2	Baa		35,906		37,732	41.4%		34,643		36,134	40.5%
Total investment grade securities			81,877		87,230	95.7%		80,304		85,195	95.5%

Below Investment Grade Securities
3	Ba		2,796		2,805	3.1%		2,881		2,849	3.2%
4	B		917		851	0.9%		940		845	1.0%
5	Caa and lower		224		197	0.3%		257		223	0.2%
6	In or near default		20		19	0.0%		105		101	0.1%
Total below investment grade securities			3,957		3,872	4.3%		4,183		4,018	4.5%
Total fixed maturity AFS securities		$	85,834	$	91,102	100.0%	$	84,487	$	89,213	100.0%

Total securities below investment
grade as a percentage of total
fixed maturity AFS securities			4.6%		4.3%			5.0%		4.5%

⁽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 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. The average credit quality was A- as of March 31, 2017 .

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, 2017, and December 31, 2016, 91.9% and 90.8%, respectively, of the total publicly traded and private securities in an unrealized loss position were 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, 2017, decreased by $0.2 billion since December 31, 2016. As more fully described in Note 1 in our 2016 Form 10-K, we regularly review our investment holdings for OTTI. We believe the unrealized loss position as of March 31, 2017, 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 before recovery of their amortized cost basis; (iii) the estimated future cash flows are equal to or greater than the amortized cost basis 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.

In our evaluation of OTTI, w e 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 basis ; (ii) that the estimated future cash flows are equal to or greater than the amortized cost basis 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 $110.6 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 $95.9 billion as of March 31, 2017 . If it were necessary to liquidate s ecurities prior to maturity or call to meet cash flow needs, we would first look to those securities that are in an unrealized gain position, which had a fair v alue of $71.6 billion as of March 31, 2017 , rather than selling securities in an unrealized loss position. The amount of cash that we have on hand at any point in time 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 201 6 Form 10-K and Note 4 herein for additional discussion.

As of March 31, 2017, and December 31, 201 6 , the estimated fair value for all private placement securities was $14.1 billion, representing 13% of total invested assets.

For information regarding our VIEs’ fixed maturity securities, see Note 4 in our 201 6 Form 10-K and Note 3 herein .

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 201 6 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 $114 million as of March 31, 2017 .

The market value of AFS securities and trading securities backed by subprime loans was $586 million and represented approximately 1% of our total investment portfolio as of March 31, 2017. AFS securities represented $57 9 million, or 99%, and trading securities represented $ 7 million, or 1%, of the subprime exposure as of March 31, 2017. The table below summarizes our investments in AFS securities backed by pools of residential mortgages (in millions) as of March 31, 2017 :



																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	$	2,533		$	2,460	$	370		$	359	$	319		$	314	$	359		$	357	$	3,581		$	3,490
ABS home equity		2			2		-			-		152			150		528			510		682			662
Total by type (2)(3)	$	2,535		$	2,462	$	370		$	359	$	471		$	464	$	887		$	867	$	4,263		$	4,152

Rating
AAA	$	2,525		$	2,453	$	1		$	1	$	-		$	-	$	14		$	14	$	2,540		$	2,468
AA		4			4		1			1		1			1		1			1		7			7
A		6			5		-			-		11			11		74			72		91			88
BBB		-			-		24			24		36			35		31			31		91			90
BB and below		-			-		344			333		423			417		767			749		1,534			1,499
Total by rating (2)(3)(4)	$	2,535		$	2,462	$	370		$	359	$	471		$	464	$	887		$	867	$	4,263		$	4,152

Origination Year
2007 and prior	$	704		$	633	$	370		$	359	$	470		$	463	$	886		$	866	$	2,430		$	2,321
2008		35			32		-			-		-			-		1			1		36			33
2009		267			248		-			-		-			-		-			-		267			248
2010		303			284		-			-		-			-		-			-		303			284
2011		144			139		-			-		-			-		-			-		144			139
2012		60			61		-			-		-			-		-			-		60			61
2013		276			280		-			-		-			-		-			-		276			280
2014		66			65		-			-		-			-		-			-		66			65
2015		137			140		-			-		-			-		-			-		137			140
2016		478			515		-			-		-			-		-			-		478			515
2017		65			65		-			-		1			1		-			-		66			66
Total by origination
year (2)(3)	$	2,535		$	2,462	$	370		$	359	$	471		$	464	$	887		$	867	$	4,263		$	4,152

Total AFS RMBS as a percentage of total AFS Securities																						4.7%			4.8%

Total prime, Alt-A and subprime/option ARM as a percentage of total AFS securities																						1.9%			2.0%

⁽¹⁾

Includes the fair value and amortized cost of option adjustable rate mortgages ( “ ARM ” ) within RMBS, totaling $308 million and $306 million, respectively.

⁽²⁾

Does not include the fair value of trading securit ies totaling $106 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $ 106 million in trading securities consisted of $ 9 4 million prime, $5 million Alt-A and $7 million subprime.

⁽³⁾

Does not include the amortized cost of trading securities totaling $ 102 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $ 102 million in trading securities consisted of $ 90 million prime, $5 million Alt-A and $ 7 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.

The following summarizes our investments in AFS securities backed by pools of commercial mortgages (in millions) as of March 31, 2017 :



	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	$	413	$	410	$	14	$	13	$	-	$	-	$	427	$	423
CRE CDOs		-		-		-		-		19		15		19		15
Total by type (1)(2)	$	413	$	410	$	14	$	13	$	19	$	15	$	446	$	438

Rating
AAA	$	325	$	326	$	-	$	-	$	-	$	-	$	325	$	326
AA		4		4		7		6		-		-		11		10
A		52		49		7		7		4		4		63		60
BBB		7		7		-		-		-		-		7		7
BB and below		25		24		-		-		15		11		40		35
Total by rating (1)(2)(3)	$	413	$	410	$	14	$	13	$	19	$	15	$	446	$	438

Origination Year
2007 and prior	$	60	$	57	$	14	$	13	$	19	$	15	$	93	$	85
2010		49		46		-		-		-		-		49		46
2012		5		5		-		-		-		-		5		5
2013		115		115		-		-		-		-		115		115
2016		84		87		-		-		-		-		84		87
2017		100		100		-		-		-		-		100		100
Total by origination year (1)(2)	$	413	$	410	$	14	$	13	$	19	$	15	$	446	$	438

Total AFS securities backed by pools of commercial mortgages as a percentage of total AFS securities														0.5%		0.5%

⁽¹⁾

Does not include the fair value of trading securi ties totaling $2 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $2 million in trading securities consisted of CMBS.

⁽²⁾

Does not include the amortized cost of trading secur ities totaling $2 million that primarily support our Modco reinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $2 million in trading securities consisted 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, 2017 , the fair value and amortized cost of our AFS exposure to Monoline insurers was $ 481 million and $ 448 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 position of securities at a particular point in time and may not be indicative of the position 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.

The composition by industry categories of all secu rities in an unrealized loss position (in millions) as of March 31, 2017 , was as follows:



									%
							Gross		Gross
			%			%	Unrealized		Unrealized
	Fair		Fair	Amortized		Amortized	Losses		Losses
	Value		Value	Cost		Cost	and OTTI		and OTTI
Oil field services	$	366	1.8%	$	442	2.1%	$	76	8.1%
Banking		1,111	5.6%		1,176	5.7%		65	6.9%
Electric		1,564	7.9%		1,623	7.8%		59	6.3%
Independent		857	4.3%		908	4.4%		51	5.5%
Pharmaceuticals		1,245	6.3%		1,294	6.2%		49	5.2%
Food and beverage		933	4.7%		970	4.7%		37	3.9%
CMOs		793	4.0%		826	4.0%		33	3.5%
Healthcare		968	4.9%		1,000	4.8%		32	3.4%
Chemicals		676	3.4%		708	3.4%		32	3.4%
Media – entertainment		426	2.1%		454	2.2%		28	3.0%
ABS		670	3.4%		697	3.4%		27	2.9%
MBS		282	1.4%		308	1.5%		26	2.8%
Property and casualty		327	1.7%		351	1.7%		24	2.6%
Diversified manufacturing		531	2.7%		555	2.7%		24	2.6%
Industrial – other		367	1.9%		390	1.9%		23	2.5%
Technology		724	3.7%		745	3.6%		21	2.2%
Local authorities		280	1.4%		301	1.4%		21	2.2%
Industries with unrealized losses
less than $20 million		7,673	38.8%		7,983	38.5%		310	33.0%
Total by industry	$	19,793	100.0%	$	20,731	100.0%	$	938	100.0%

Total by industry as a percentage
of total AFS securities		21.7%			24.1%			100.0%

As of March 31, 2017 , the fair value and amortized cost of securities subject to enhanced analysis and monitoring for potential changes in unrealized loss position was $227 million and $265 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, 2017			As of December 31, 2016
	Carrying			Carrying
	Value		%	Value		%
Credit Quality Indicator
Current	$	9,999	100.0%	$	9,887	100.0%
Delinquent and/or in foreclosure (1)		2	0.0%		2	0.0%
Total mortgage loans on real estate	$	10,001	100.0%	$	9,889	100.0%

⁽¹⁾

As of March 31, 2017 , and December 31, 201 6 , there were one and three mortgage loans on real estate that were delinquent and in foreclosure , respectively .

As of March 31, 2017 , and December 31, 2016 , there were two and three impaired mortgage loans on real estate, respectively, or less than 1% of the total dollar amount of mortgage loans on real 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, 20 17 , and December 31, 2016, was $ 2 million. See Note 1 in our 201 6 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,
		2017			2016
By Segment
Annuities		$	2,782		$	2,699
Retirement Plan Services			2,772			2,663
Life Insurance			3,748			3,837
Group Protection			316			310
Other Operations			383			380
Total mortgage loans on real estate		$	10,001		$	9,889



	As of March 31, 2017				As of March 31, 2017
	Carrying				Carrying
	Value		%		Value		%
Property Type				State Exposure
Apartment	$	3,493	34.9%	CA	$	1,983	19.9%
Office building		2,288	22.9%	TX		1,120	11.2%
Retail		1,853	18.6%	MD		543	5.4%
Industrial		1,692	16.9%	NY		464	4.7%
Mixed use		342	3.4%	OH		458	4.6%
Other commercial		295	2.9%	GA		445	4.4%
Hotel/motel		38	0.4%	FL		442	4.4%
Total	$	10,001	100.0%	VA		425	4.2%
Geographic Region				PA		389	3.9%
Pacific	$	2,578	25.8%	TN		364	3.7%
South Atlantic		2,423	24.3%	NC		363	3.6%
West South Central		1,202	12.0%	WA		355	3.5%
East North Central		1,161	11.6%	WI		304	3.0%
Middle Atlantic		885	8.8%	AZ		279	2.8%
Mountain		649	6.5%	OR		241	2.4%
East South Central		505	5.0%	MN		208	2.1%
West North Central		417	4.2%	Other states under 2%		1,618	16.2%
New England		181	1.8%	Total	$	10,001	100.0%
Total	$	10,001	100.0%



	As of March 31, 2017				As of March 31, 2017
	Principal				Principal
	Amount		%		Amount		%
Origination Year				Future Principal Payments
2012 and prior	$	3,448	34.5%	2017	$	278	2.8%
2013		986	9.8%	2018		606	6.1%
2014		1,240	12.4%	2019		229	2.3%
2015		1,891	18.9%	2020		155	1.5%
2016		2,101	21.0%	2021		680	6.8%
2017		336	3.4%	2022 and thereafter		8,054	80.5%
Total	$	10,002	100.0%	Total	$	10,002	100.0%

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

Alternative Investments

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



	For the Three
	Months Ended
	March 31,
	2017		2016
Annuities	$	7	$	(2	)
Retirement Plan Services		4		(1	)
Life Insurance		35		(10	)
Group Protection		2		(1	)
Other Operations		1		-
Total (1)	$	49	$	(14	)

⁽¹⁾

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

As of March 31, 2017, and December 31, 2016, alternative investments included investments in 199 and 2 0 2 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

T he carrying amount of fixed maturity securities, mortgage loans on real estate and real estate that wer e non-income producing as of March 31, 2017, and December 31, 2016, was $8 million and $ 7 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,
	2017			2016
Fixed maturity AFS securities	$	1,038		$	1,038
Equity AFS securities		2			2
Trading securities		24			26
Mortgage loans on real estate		110			103
Real estate		1			-
Policy loans		33			35
Invested cash		2			3
Commercial mortgage loan prepayment
and bond make-whole premiums (1)		17			13
Alternative investments (2)		49			(14	)
Consent fees		1			3
Other investments		-			-
Investment income		1,277			1,209
Investment expense		(39	)		(37	)
Net investment income	$	1,238		$	1,172

⁽¹⁾

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

⁽²⁾

See “ Alternative Investments ” above for additional information.



	For the Three
	Months Ended		Basis
	March 31,		Point
	2017	2016	Change
Interest Rate Yield
Fixed maturity securities, mortgage loans on
real estate and other, net of investment expenses	4.61%	4.78%	(17	)
Commercial mortgage loan prepayment and
bond make-whole premiums	0.07%	0.05%	2
Alternative investments	0.19%	-0.06%	25
Net investment income yield on invested assets	4.87%	4.77%	10



	For the Three
	Months Ended
	March 31,
	2017		2016
Average invested assets at amortized cost	$	101,707	$	98,258

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,
	2017			2016
Fixed maturity AFS securities: (1)
Gross gains	$	8		$	54
Gross losses		(12	)		(98	)
Equity AFS securities:
Gross gains		1			-
Gross losses		-			-
Gain (loss) on other investments		(3	)		(60	)
Associated amortization of DAC, VOBA,
DSI and DFEL and changes in
other contract holder funds		(7	)		(3	)
Total realized gain (loss) related to
certain investments, pre-tax	$	(13	)	$	(107	)

⁽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.

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 201 7 and 201 6 , 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 securit y 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 position 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 201 6 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,
	2017			2016			Change
OTTI Recognized in Net Income (Loss)
Fixed maturity securities:
Corporate bonds	$	(2	)	$	(36	)	94%
ABS		(1	)		(2	)	50%
RMBS		(1	)		(2	)	50%
Gross OTTI recognized in net income (loss)		(4	)		(40	)	90%
Associated amortization of DAC,
VOBA, DSI and DFEL		-			4		-100%
Net OTTI recognized in net income
(loss), pre-tax	$	(4	)	$	(36	)	89%

Portion of OTTI Recognized in OCI
Gross OTTI recognized in OCI	$	-		$	26		-100%
Change in DAC, VOBA, DSI and DFEL		-			(6	)	100%
Net portion of OTTI recognized in OCI,
pre-tax	$	-		$	20		-100%

The $ 4 million of impairments taken during the first thre e months of 201 7 were all credit-related impairments . The de crease in write-downs for OTTI when comparing the first three months of 2017 to the corresponding period in 2016 was primarily attributable to the stabilization of certain corporate bond holdings within the energy and other commodity sectors that experienced deteriorating fundamentals in prior quarters.

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 $ 109 million an d $298 million for the three months ended March 31, 2017 and 2016, respectively. When considering our liquidity and cash flow, it is important to distinguish between the needs of our insurance subsidiaries and the needs 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,
	2017		2016		Change
Dividends from Subsidiaries
The Lincoln National Life Insurance Company	$	210	$	200	5%
Lincoln National Management Corporation		65		-	NM
Total dividends from subsidiaries	$	275	$	200	38%

Loan Repayments and Interest from Subsidiaries
Interest on inter-company notes	$	51	$	30	70%

Other Cash Flow Items
Amounts received from (paid for taxes on)
stock option exercises and restricted stock, net	$	38	$	11	245%

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.

Restrictions on Dividends from Subsidiaries

For information regarding limits on the dividends that our insurance subsidiaries may pay without prior approval from the Indiana Insurance Commission (the “ Commissioner ”) , 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 2016 Form 10-K as updated by “Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations” in “Part II – Item 1A. Risk Factors” below . This Risk Factor was updated to reflect a recent change to the Indiana Code which revised the statutory limitation on dividends that can be paid without prior approval of the Commission er back to the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner, or the insurer’s statutory net gain from operations for the previous 12 months, but in no event to exceed statutory unassigned surplus.

As a result of this change, w e expect our domestic insurance subsidiaries could pay dividends of approximately $ 900 million in 2017 without prior approval from the respective state commissioners. The amount of surplus that our insurance subsidiaries could pay as dividends is constrained by the amount of surplus we hold to maintain our ratings, to provide an additional layer of margin for risk protection and for future investment in our businesses.

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 in 2013 at $ 90 million per year over five years, with the final increase in reserves occurring during the fourth quarter of 2017 . As of March 31, 2017 , we ha d increased reserves by $ 360 million . In April 2016, LLANY entered into a third-party reinsurance arrangement primarily covering UL policies containing secondary guarantees issued between 2002 through 2014 that mitigates the financial impact of th e increase of these reserves.

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, 2017 , was approximately $ 3. 3 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 ( $ 350 million will expire in 2019 , $ 1 million will expire in 2021 and $ 1.9 billion will expire in 2031), and $ 1. 0 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 $ 1.9 billion as of March 31, 2017 , 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 2016 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 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 and reinsurance subsidiaries free up capital the insurance subsidiaries can use for any number of purposes, including paying dividends to the holding company. 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 have implemented and plan to continue to implement these arrangements in compliance with AG48. The NAIC’s adoption of the new Valuation Manual that defines a principles-based reserving framework for newly issued life insurance policies was effective January 1, 2017. Principles-based reserving places a greater weight on our past experience and anticipated future experience as well as considers current economic conditions in calculating life insurance product reserves in accordance with statutory accounting principles. We adopted the new framework for primarily our newly issued term business in 2017 and will phase in the framework prior to January 1, 2020, for all other newly issued life insurance products. We believe that these changes may reduce our future use of captive reinsurance and reinsurance subsidiaries for reserve financing transactions for our life insurance business. For more information on principles-based reserving, see “Part I – Item 1. Business – Regulatory – Insurance Regulation in our 2016 Form 10-K.”

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 evaluating the adequacy of existing NAIC model regulations with a focus on targeted improvements to the statutory reserving and accounting framework for variable annuities .

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, 2017, 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 (2)	$	-	$	-		$	-	$	-			$	200		$	200

Long-Term Debt
Senior notes	$	3,888	$	-		$	-	$	(12	)		$	(200	)	$	3,676
Bank borrowing		250		-			-		-				-			250
Capital securities (3)		1,207		-			-		-				-			1,207
Total long-term debt	$	5,345	$	-		$	-	$	(12	)		$	(200	)	$	5,133

⁽¹⁾

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

⁽²⁾

As of March 31, 2017, consisted of a $ 200 million 7% fixed-rate senior note maturing on March 15, 2018.

⁽³⁾

To hedge the variability in rates, we have purchased forward starting swaps to lock in a fixed rate of approximately 5% over the remaining terms of the capital securities.

As of March 31, 2017 , the holding company had available liquidity of $ 551 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 201 6 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 with respect to LNC if its long-term senior debt rating s drop below BBB-/Baa3 (S&P/Moody’s) ; or with respect to Lincoln National Life Insurance Company (“LNL”) if its financial strength ratings 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, 2017 . In addition, contractual selling agreements with intermediaries could be negatively affected, which 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 6 Form 10-K for more information. See “ Part I – Item 1 . Business – Financial Strength Ratings ” in our 201 6 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 6 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, 2017 , the holding company had a net outstanding receivable ( payable ) of $ 185 million from (to) certain subsidiaries resulting from loans made by subsidiaries in excess of amounts placed (borrowed) by the holding company and 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. Our primary insurance subsidiary, LNL, is a member of the Federal Home Loan Bank of Indianapolis (“ FHLBI ”) . Membership allows LNL access to the FHLBI’s financial services, including the ability to obtain loans and to issue funding agreements as an alternative source of liquidity that are collateralized by qualifying mortgage-related assets, agency securities

or U.S. Treasury securities. Based on regulatory limitations, LNL had an estimated maximum borrowing capacity of $5 .0 billion under the FHLBI facility as of March 31, 2017 . Borrowings under this facility are subject to the FHLBI’s discretion and require the availability of qualifying assets at LNL As of March 31, 2017 , our insurance subsidiaries had investments with a carrying value of $ 4.2 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). 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 liquidity sources , as discussed above, 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 our 2016 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.

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



	For the Three
	Months Ended
	March 31,
	2017		2016		Change
Common dividends to stockholders	$	66	$	61	8%
Repurchase of common stock		200		200	0%
Total cash returned to stockholders	$	266	$	261	2%

Number of shares repurchased		2.864		5.516	-48%
Average price per share	$	69.85	$	36.26	93%

On November 1, 2016, our Board of Directors approved an increase of the quarterly dividend on our common stock from $0.25 to $0.29 per share. Additionally, we expect to repurchase additional shares of common stock during 2017 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,
	2017		2016		Change
Debt service (interest paid)	$	62	$	65	-5%
Capital contribution to subsidiaries		60		-	NM
Total	$	122	$	65	88%

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 6 Form 10-K as updated by “ Part II – 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 Lang uage ” above and “ Part I – Item 1A. Risk Factors ” in our 2016 Form 10-K as updated by “ Part II – Item 1A. Risk Factors ” below.

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 2016 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 2016 Form 10-K for addition al information on interest rate risks .

The following provides detail on the percentage differences between the March 31, 2017 , interest rates being credited to cont ract holders based on the first quarter of 201 7 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	$	8,419		$	12,377		$	32,857	$	53,653	72.0%
Up to 0.50%		1,879			905			439		3,223	4.3%
0.51% to 1.00%		3,555			823			-		4,378	5.9%
1.01% to 1.50%		1,502			162			125		1,789	2.4%
1.51% to 2.00%		232			-			94		326	0.4%
2.01% to 2.50%		198			-			-		198	0.3%
2.51% to 3.00%		23			-			-		23	0.0%
3.01% or greater		-			-			-		-	0.0%
Occurring after the next twelve months (4)		4,691			-			-		4,691	6.3%
Total discretionary rate setting products		20,499			14,267			33,515		68,281	91.6%
Other contracts (5)		2,357			3,925			-		6,282	8.4%
Total account values	$	22,856		$	18,192		$	33,515	$	74,563	100.0%

Percentage of discretionary rate setting product account
values at minimum guaranteed rates		41.1%			86.8%			98.0%		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 38 basis po ints , 7 basis p oints a nd 1 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 101 basis points in excess of average minimum guaranteed rates. Of our account values for these products , 17 % are scheduled to reset in more than one year but not more than two years; 15 % are scheduled to reset in more than two years but not more than three years; and 68 % 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 22 basis points in excess of average minimum guaranteed rates , and 71 % 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.

Long-Term New Money Investment Yield Sensitivity

For information about the effect of long-term new money investment yield sensitivity on our income (loss) from operations , see “ Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Long-Term New Money Investment Yield Sensitivity” in our 2016 Form 10-K.

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 2016 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 2016 Form 10-K.

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. Additionally, we are exposed to credit loss in the event of non-performance by our counterparties on various derivative contracts. 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, 2017 , 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.

PART II – OTHER INFORMATION

Item 1 . Legal Proceedings

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

Item 1 A . Risk Factors

Legislative, Regulatory and Tax

Federal Regulation

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 Department of Labor (“ DOL ”) released 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 Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. As released, the DOL Fiduciary Rule provided for a phased implementation of the provisions of this new regulation, the first of which was to 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-fiduci ary basis will be limited more than 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, to the extent that advisors with our affiliated retail broker-dealers (L incoln F inancial N etwork ) provide fiduciary investment advice as defined in the DOL Fiduciary Rule, it could expose those broker-dealers and their advisors to additional risk of legal liability in connection with that advice, which ultimately impacts us.

On February 3, 2017, President Trump directed the DOL to prepare an updated economic and legal analysis on whether the DOL Fiduciary Rule (i) has harmed or is likely to harm investors due to a reduction of Americans’ access to certain retirement savings offerings, retirement product structures, retirement savings information or related advice, (ii) has resulted in dislocations or disruptions within the retirement services industry that may adversely affect investors or retirees and (iii) is likely to cause an increase in litigation and an increase in prices that investors or retirees must pay to gain access to retirement services.

On April 7, 2017, the DOL issued a final rule delaying the applicability date of the DOL Fiduciary Rule and related exemptions from April 10, 2017 to June 9, 2017. This rule also changed some requirements of the rule initially released in April 2016, including (i) advisers relying on the Best Interest Contract Exemption will need to adhere to the Impartial Conduct Standards during the transition period of June 9, 2017 through January 1, 2018, but will not need to send certain disclosures to retirement investors during that time period and (ii) advisers will be permitted to rely on the current exemption (Permitted Transaction Exemption 84-24) until January 1, 2018 for the sale of all annuities and insurance, provided they adhere to that exemption’s Impartial Conduct Standards as of June 9, 2017. As the President's directive to the DOL mandated further study of the effects of the fiduciary rule on the retail retirement market, there may be additional changes to the DOL Fiduciary Rule and/or further delays to the dates.

Liquidity and Capital Position

Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations.

We are a holding company and we have no direct operations. Our principal asset is the capital stock of our insurance subsidiaries. Our ability to meet our obligations for payment of interest and principal on outstanding debt obligations and to pay dividends to shareholders, repurchase our securities and pay corporate expenses depends primarily on the ability of our subsidiaries to pay dividends or to advance or repay funds to us. Under Indiana laws and regulations, our Indiana insurance subsidiaries, including Lincoln National Life Insurance Company (“ LNL ”) , our primary insurance subsidiary, may pay dividends to us without prior approval of the Indiana Insurance Commissioner (the “Commissioner”) up to a certain threshold, or must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding 12 consecutive months, exceed the statutory limitation. The current Indiana statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner, or the insurer’s statutory net gain from operations for the previous 12 months, but in no event to exceed statutory unassigned surplus.

In addition, payments of dividends and advances or repayment of funds to us by our insurance subsidiaries are restricted by the applicable laws of their respective jurisdictions requiring that our insurance subsidiaries hold a specified amount of minimum reserves in order to meet future obligations on their outstanding policies. These regulations specify that the minimum reserves shall be calculated to be sufficient to meet future obligations, after giving consideration to future required premiums to be received, and are based on certain specified mortality and morbidity tables, interest rates and methods of valuation, which are subject to change. In order to meet their claims-paying obligations, our insurance subsidiaries regularly monitor their reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. At times, we may determine that reserves in excess of the minimum may be needed to ensure sufficiency.

Changes in, or reinterpretations of, these laws can constrain the ability of our subsidiaries to pay dividends or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt obligations and corporate expenses. Requiring our insurance subsidiaries to hold additional reserves has the potential to constrain their ability to pay dividends to the holding company. See “ 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 results of operations” in our 2016 Form 10-K for additional information on potential changes in these laws.

The earnings of our insurance subsidiaries impact contract holders’ surplus. Lower earnings constrain the growth in our insurance subsidiaries’ capital, and therefore, can constrain the payment of dividends and advances or repayment of funds to us.

In addition, the amount of surplus that our insurance subsidiaries could pay as dividends is constrained by the amount of surplus they hold to maintain their financial strength ratings, to provide an additional layer of margin for risk protection and for future investment in our businesses. Notwithstanding the foregoing, we believe that our insurance subsidiaries have sufficient liquidity to meet their contract holder obligations and maintain their operations.

Item 2 . Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table summarizes purchases of equity securities by the Company during the quarter ended March 31, 2017 (dollars in millions, except per share data):

(a) Total

(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)

1/1/17 – 1/31/17

292,815

67.23

292,815

994

2/1/17 – 2/28/17

1,834,384

70.53

1,834,384

865

3/1/17 – 3/31/17

736,772

69.19

736,772

814

⁽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, 2017 , there were 2,863,971 shares purchased as part of publicly announced plans or programs.

⁽²⁾

On January 24, 2017 , 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, 2017 , our remaining security repurchase authorization w as $814 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 . Our stock repurchases may be effected from time to time through open market purchases or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan .

⁽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.

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 4 , 201 7



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)



	For the Three
	Months Ended
	March 31,
	2017			2016

Common Stock
Balance as of beginning-of-year	$	5,869		$	6,298
Stock compensation/issued for benefit plans		44			3
Retirement of common stock/cancellation of shares		(74	)		(142	)
Balance as of end-of-period		5,839			6,159

Retained Earnings
Balance as of beginning-of-year		7,043			6,474
Net income (loss)		435			211
Retirement of common stock		(126	)		(58	)
Common stock dividends declared		(65	)		(59	)
Balance as of end-of-period		7,287			6,568

Accumulated Other Comprehensive Income (Loss)
Balance as of beginning-of-year		1,566			845
Other comprehensive income (loss), net of tax		281			1,086
Balance as of end-of-period		1,847			1,931
Total stockholders’ equity as of end-of-period	$	14,973		$	14,658


Item			Page
PART I
1.	Financial Statements		1

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	53
		Results of Life Insurance	58
		Results of Group Protection	63
		Results of Other Operations	65
		Realized Gain (Loss) and Benefit Ratio Unlocking	68
		Consolidated Investments	70
		Review of Consolidated Financial Condition	82
		Liquidity and Capital Resources	82

3.	Quantitative and Qualitative Disclosures About Market Risk		86

4.	Controls and Procedures		88

PART II

1.	Legal Proceedings		89

1 A .	Risk Factors		89

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



10.1	Form of Nonqualified Stock Option Award Agreement for Senior Management Committee (Other than CEO) 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.



Dated: May 4, 2017	/s/ Dennis R. Glass
	Name: Dennis R. Glass
	Title: President and Chief Executive Officer




Dated: May 4, 2017	/s/ Randal J. Freitag
	Name: Randal J. Freitag
	Title: Executive Vice President and Chief Financial Officer