
	As of December 31,
	2024			2023
	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding
9.250% Fixed Rate Reset Non-Cumulative
Preferred Stock, Series C	20,000	20,000	20,000	20,000	20,000	20,000
9.000% Non-Cumulative Preferred Stock,
Series D	20,000	20,000	20,000	20,000	20,000	20,000
Not designated	9,960,000	–	–	9,960,000	–	–
Total preferred shares	10,000,000	40,000	40,000	10,000,000	40,000	40,000

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

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

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

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

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

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

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


	For the Years Ended December 31,
	2024		2023		2022
Net income (loss) available to common stockholders – basic	$	3,184	$	(834)	$	1,358
Deferred units of LNC stock in our
deferred compensation plans (1)	3		(1)		(13)
Net income (loss) available to common
stockholders – diluted	$	3,187	$	(835)	$	1,345

Weighted-average shares, as used in basic calculation	170,597,104		169,562,903		171,034,695
Incremental common shares from assumed exercise or
issuance of stock-based incentive compensation awards	1,789,530		570,943		1,152,890
Average deferred compensation shares (1)	693,791		604,809		512,570
Weighted-average shares, as used in diluted calculation (2)	173,080,425		170,738,655		172,700,155

Net income (loss) per share:
Basic	$	18.66	$	(4.92)	$	7.93
Diluted	18.41		(4.92)		7.78


	For the Years Ended December 31,
	2024		2023		2022
Unrealized Gain (Loss) on Fixed Maturity AFS Securities and Certain
Other Investments
Balance as of beginning-of-year	$	(5,188)	$	(8,916)	$	9,616

Unrealized holding gains (losses) arising during the year	(1,787)		2,413		(25,552)
Change in foreign currency exchange rate adjustment	(220)		179		(322)
Change in future contract benefits and policyholder account balances, net of reinsurance	477		1,306		2,291
Income tax benefit (expense)	317		(849)		5,039
Less:
Reclassification adjustment for gains (losses) included in net income (loss)	(205)		(860)		(15)
Income tax benefit (expense)	43		181		3
Balance as of end-of-year	$	(6,239)	$	(5,188)	$	(8,916)




Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year	$	375	$	388	$	(85)

Unrealized holding gains (losses) arising during the year	201		243		378
Change in foreign currency exchange rate adjustment	220		(169)		312
Income tax benefit (expense)	(88)		(15)		(144)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)	89		91		92
Income tax benefit (expense)	(19)		(19)		(19)
Balance as of end-of-year	$	638	$	375	$	388
Market Risk Benefit Non-Performance Risk Gain (Loss)
Balance as of beginning-of-year	$	1,070	$	1,741	$	1,951

Adjustment arising during the year	(1,175)		(854)		(266)
Income tax benefit (expense)	251		183		56
Balance as of end-of-year	$	146	$	1,070	$	1,741
Policyholder Liability Discount Rate Remeasurement Gain (Loss)
Balance as of beginning-of-year	$	587	$	747	$	(1,265)

Adjustment arising during the year	198		(206)		2,559
Income tax benefit (expense)	(41)		46		(547)
Balance as of end-of-year	$	744	$	587	$	747
Foreign Currency Translation Adjustment
Balance as of beginning-of-year	$	(26)	$	(34)	$	(14)
Foreign currency translation adjustment arising during the year	(3)		8		(20)
Balance as of end-of-year	$	(29)	$	(26)	$	(34)
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year	$	(294)	$	(278)	$	(219)
Adjustment arising during the year	(5)		(13)		(74)
Income tax benefit (expense)	3		(3)		15
Balance as of end-of-year	$	(296)	$	(294)	$	(278)


	For the Years Ended December 31,
	2024		2023		2022
Unrealized Gain (Loss) on Fixed Maturity AFS
Securities and Certain Other Investments
Reclassification	$	(244)	$	(869)	$	(15)	Realized gain (loss)
Associated change in future contract benefits	39		9		–		Benefits
Reclassification before income
tax benefit (expense)	(205)		(860)		(15)		Income (loss) before taxes
Income tax benefit (expense)	43		181		3		Federal income tax expense (benefit)
Reclassification, net of income tax	$	(162)	$	(679)	$	(12)	Net income (loss)

Unrealized Gain (Loss) on Derivative
Instruments
Interest rate contracts	$	(3)	$	(1)	$	2	Net investment income
Interest rate contracts	25		31		(11)		Interest and debt expense
Foreign currency contracts	59		54		62		Net investment income
Foreign currency contracts	8		7		39		Realized gain (loss)
Reclassifications before income
tax benefit (expense)	89		91		92		Income (loss) before taxes
Income tax benefit (expense)	(19)		(19)		(19)		Federal income tax expense (benefit)
Reclassifications, net of income tax	$	70	$	72	$	73	Net income (loss)