485BPOS

As filed with the Securities and Exchange Commission on April 24, 2019

1933 Act Registration No. 333-187070

1940 Act Registration No. 811-07645

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 8

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 106

Lincoln National Variable Annuity Account L
(Exact Name of Registrant)

Lincoln Secured Retirement Income^SM Version 3

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)

1300 South Clinton Street
Post Office Box 1110

Fort Wayne, Indiana 46801

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number, Including Area Code: (260) 455-2000

Leon E. Roday, Esquire

The Lincoln National Life Insurance Company
150 North Radnor Chester Road
Radnor, PA 19087

(Name and Address of Agent for Service)

Copy to:

Scott C. Durocher, Esquire

The Lincoln National Life Insurance Company
350 Church Street

Hartford, Connecticut 06103

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/X/ on May 1, 2019, pursuant to paragraph (b) of Rule 485

/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485

/ / on __________, pursuant to paragraph (a)(1) of Rule 485

Title of Securities being registered:

Interests in a separate account under group flexible
payment deferred variable annuity contracts.

Lincoln Secured Retirement Income^SM Version 3
Group Variable Annuity Contract
Lincoln National Variable Annuity Account L  

May 1, 2019

Home Office:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
1-800-234-3500

This prospectus describes a group variable annuity contract with a Guaranteed Withdrawal Benefit for covered Participants that is issued by The Lincoln National Life Insurance Company (Lincoln Life or Company). This prospectus is for use with certain qualified retirement plans. Generally, you do not pay federal income tax on the contract's growth until it is paid out. Qualified retirement plans already provide for tax deferral. Therefore, there should be reasons other than tax deferral for acquiring the contract within a qualified plan. The contract is designed to accumulate Participant Account Value and to provide retirement income over a certain period of time, or for life, subject to certain conditions. If the Annuitant dies before the Annuity Commencement Date, a Death Benefit may be payable.

This contract is sold to qualified retirement plans to provide Participants with guaranteed lifetime periodic withdrawals.

All Purchase Payments will be placed in Lincoln National Variable Annuity Account L (Variable Annuity Account (VAA)). The VAA is a segregated investment account of Lincoln Life. You take all the investment risk on the Contract Value derived from Purchase Payments. If the Subaccount makes money, your Contract Value goes up; if the Subaccount loses money, it goes down. How much it goes up or down depends on the performance of the fund. We do not guarantee how the Subaccount or its fund will perform. Also, neither the U.S. Government nor any federal agency insures or guarantees your investment in the contract. The Purchase Payments are not bank deposits, and the contract is not endorsed by any bank or government agency.

The available fund is: LVIP Global Moderate Allocation Managed Risk Fund (fund), a series of the Lincoln Variable Insurance Products Trust. The fund is a fund of funds and invests substantially all of its assets in other funds.

This prospectus gives you information about the contract that you should know before deciding to buy a contract and make Purchase Payments. You should also review the prospectus for the fund and keep all prospectuses for future reference.

Neither the SEC nor any state securities commission has approved this contract or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

More information about the contract is in the current Statement of Additional Information (SAI), dated the same date as this prospectus. The SAI is incorporated by reference into this prospectus and is legally part of this prospectus. For a free copy of the SAI, write The Lincoln National Life Insurance Company, P.O. Box 2340, Fort Wayne, IN 46801 or call 1-800-234-3500. The SAI and other information about Lincoln Life and the VAA are also available on the SEC's website (http://www.sec.gov). There is a table of contents for the SAI on the last page of this prospectus.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the funds’ shareholder reports from us by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and we will notify you by mail each time a report is posted and will provide you with a website link to access the report. We will also provide instructions for requesting paper copies.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you do not need to take any action. You may elect to receive shareholder reports and other communications electronically by following the instructions we have provided.

You may elect to receive all future reports in paper free of charge by informing us that you wish to continue receiving paper copies of your shareholder reports by contacting us at the telephone number listed on the first page of this prospectus. Your election to receive reports in paper will apply to all funds available under your contract.

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Table of Contents

Item	Page
Special Terms	3
A Expense Tables	5
Summary of Common Questions	6
Condensed Financial Information	7
The Lincoln National Life Insurance Company	7
Variable Annuity Account (VAA)	8
Charges and Other Deductions	10
The Contract	12
Guaranteed Withdrawal Benefit	13
Surrenders and Withdrawals	18
Annuity Payouts	19
Federal Tax Matters	20
Voting Rights	23
Distribution of the Contracts	24
Return Privilege	25
State Regulation	25
Cyber Security	25
Other Information	26
Legal Proceedings	26
Statement of Additional Information Table of Contents for Lincoln National Variable Annuity Account L	27
Appendix A—Condensed Financial Information	A-1

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Special Terms

In this prospectus, the following terms have the indicated meanings:

Account or Variable Annuity Account (VAA)—The segregated investment account, Account L, into which we set aside and invest the assets of the contract offered in this prospectus.

Accumulation Unit—A measure used to calculate Contract Value for the contract before the Annuity Commencement Date.

Additional Plan Expenses—The maximum amount of Plan expenses that can be deducted from the contract on an annual basis that will not reduce the Guaranteed Withdrawal Benefit. The annual maximum amount is specified in the contract.

Annuitant—The person upon whose life the annuity payments are based.

Annuity Commencement Date—The Valuation Date when funds are withdrawn to provide a fixed dollar payout for payment of annuity benefits under the Annuity Payout option you select .

Annuity Payout— An amount paid at regular intervals after the Annuity Commencement Date under one of several options available to the Annuitant and/or any other payee. This amount is paid on a fixed basis.

Automatic Annual Step-up—A feature that provides an automatic step-up of the Income Base to the Participant Account Value, subject to certain conditions.

Benefit Year— For each Participant, the 12-month period starting with the date the initial contribution is made to the group annuity contract for a Participant, and starting with each anniversary of the date of the initial contribution after that.

Beneficiary—The person or entity designated by the Participant to receive any Death Benefit paid if the Participant dies before the Annuity Commencement Date.

Contractowner (you, your, owner)—An employer or a Plan sponsor, a trustee of a trust or a custodian of: (1) a qualified pension or profit sharing plan under Section 401(a) of the Internal Revenue Code, or “tax code”; (2) an Individual Retirement Annuity under Section 408 of the tax code; (3) a tax deferred annuity under Section 403(b) of the tax code; or (4) a governmental deferred compensation plan under Section 457 of the tax code. Additional Contractowners may be allowed upon approval by us.

Contract Value—At a given time before the Annuity Commencement Date, the total value of all Accumulation Units for a contract.

Contract Year—Each 12-month period starting with the effective date of the contract and starting with each contract anniversary after that.

Death Benefit—Before the Annuity Commencement Date, the amount payable to your designated Beneficiary if the Participant dies.

Excess Withdrawals—Amounts withdrawn from the contract which may decrease or eliminate guarantees under the Guaranteed Withdrawal Benefit. All withdrawals are Excess Withdrawals except withdrawals to provide the Guaranteed Annual Income, the Guaranteed Withdrawal Benefit charge and the Additional Plan Expenses..

Good Order—The actual receipt at our Home Office of the requested transaction in writing or by other means we accept, along with all information and supporting legal documentation necessary to complete the transaction. The forms we provide will identify the necessary documentation. We may, in our sole discretion, determine whether any particular transaction request is in Good Order, and we reserve the right to change or waive any Good Order requirements at any time.

Guaranteed Annual Income (GAI)—The guaranteed periodic withdrawal amount available from the Participant Account Value each Benefit Year for the life of a Participant and spouse (if applicable).

Guaranteed Annual Income Effective Date—The Valuation Date the request to receive Guaranteed Annual Income amounts for a Participant is approved by the Home Office.

Guaranteed Withdrawal Benefit or Benefit—The feature of this contract that provides guaranteed lifetime periodic withdrawals called GAI that may increase based on Automatic Annual Step-ups and also age-based increases to the withdrawal amount, regardless of investment performance of the contract and provided certain conditions are met.

Guaranteed Withdrawal Benefit Effective Date (GWB Effective Date)—The date of the first Purchase Payment into the VAA by the Contractowner on behalf of the Participant.

Income Base—A value used to calculate the Guaranteed Annual Income amount. The amount of the Income Base varies for each Participant and is adjusted as set forth in this prospectus.

Lincoln Life (we, us, our, Company)—The Lincoln National Life Insurance Company.

Participant—A person defined as a Participant in the Plan, who has enrolled under a contract, on whose behalf Lincoln Life maintains a Participant Account Value. This individual is also the Annuitant.

Participant Account Value—The Participant’s share of the Contract Value.

Plan—The retirement program that an employer offers to its employees for which a contract is used to accumulate funds.

Purchase Payments—The sum of all amounts paid into the contract. Purchase Payments are allocated to the LVIP Global Moderate Allocation Managed Risk Fund and are used to fund the Guaranteed Withdrawal Benefits under the contract.

 

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Subaccount—The portion of the VAA that reflects investments in Accumulation Units of the fund available under the contract.

Valuation Date—Each day the New York Stock Exchange (NYSE) is open for trading.

Valuation Period—The period starting at the close of trading (normally 4:00 p.m. New York time) on each day that the NYSE is open for trading (Valuation Date) and ending at the close of such trading on the next Valuation Date.

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A Expense Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract.

The first table describes the fees and expenses that you will pay at the time that you buy the contract or surrender the contract.

CONTRACTOWNER TRANSACTION EXPENSES

There are no sales charges, deferred sales charges, or surrender charges associated with this contract.

The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including fund fees and expenses.

Separate Account Annual Expense (as a percentage of average daily net assets in the Subaccount):
Mortality and Expense Risk and Administrative Charge	0.45%
Guaranteed Withdrawal Benefit1
Guaranteed Maximum Annual Charge	2.00%
Current Annual Charge	0.90%

⁽¹⁾ As percentage of the Income Base (initial Purchase Payment), as increased for subsequent Purchase Payments, Automatic Annual Step-ups and decreased upon an Excess Withdrawal The current monthly charge is 0.075%, not to exceed the guaranteed maximum monthly percentage charge of 0.17%. This charge is deducted from the Participant Account Value on a monthly basis.

The next item shows the minimum and maximum total annual operating expenses charged by the funds that you may pay
periodically during the time that you own the contract. The expenses are for the year ended December 31, 2018, adjusted to reflect anticipated changes in fees and expenses, or, for new portfolios, are based on estimates for the current fiscal year. More detail concerning the fund's fees and expenses is contained in the prospectus for the fund.

	Minimum	Maximum
Total Annual Fund Operating Expenses (expenses that are deducted from fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)	0.76%	0.76%
	0.76%	0.76%

* There can be no assurance that fund expense waivers or reimbursements will be extended beyond their current terms as outlined in the fund prospectus, and they may not cover certain expenses such as extraordinary expenses. Certain of these arrangements may provide that amounts previously waived or reimbursed may be recovered in future years. See the fund prospectus for complete information regarding annual operating expenses and any waivers or reimbursements in effect for the fund.

The following table shows the expenses charged by the fund for the year ended December 31, 2018:
(as a percentage of each fund’s average net assets):

	Management Fees (before any waivers/ reimburse- ments)	+	12b-1 Fees (before any waivers/ reimburse- ments)	+	Other Expenses (before any waivers/ reimburse- ments)	+	Acquired Fund Fees and Expenses	=	Total Expenses (before any waivers/ reimburse- ments)	Total Contractual waivers/ reimburse- ments (if any)	Total Expenses (after Contractual waivers/ reimburse- ments)
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class	0.25%		0.00%		0.05%		0.46%		0.76%	0.00%	0.76%

The fund has reserved the right to impose fees when funds shares are redeemed within a specified period of time of purchase (“redemption fees”) not reflected in the table above. There are no redemption fees at this time.

For information concerning compensation paid for the sales of contracts, see Distribution of the Contracts.

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EXAMPLES

These examples are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include separate account annual expenses, benefit charges and fund fees and expenses.

The examples assume that you invest $10,000 in the contract for the time periods indicated, and that your investment has a 5% annual return on assets and the maximum fees and expenses of the fund. The examples also assume that the guaranteed maximum contract charges are in effect. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1) If you surrender your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$322	$984	$1,668	$3,488

2) If you annuitize or do not surrender your contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$322	$984	$1,668	$3,488

For more information – See Charges and Other Deductions in this prospectus. These examples should not be considered a representation of past or future expenses. Actual expenses may be more or less than those shown.

Summary of Common Questions

What kind of contract is this? It is a group variable annuity contract between the Contractowner and Lincoln Life that will provide a Guaranteed Withdrawal Benefit to Participants who have allocated Purchase Payments to this contract. See The Contract. This prospectus provides a general description of the contract. Certain benefits, features, and charges may vary in certain states. You should refer to your contract for any state-specific provisions. All material state variations are discussed in this prospectus.

What is the Variable Annuity Account (VAA)? It is a separate account we established under Indiana insurance law, and registered with the SEC as a unit investment trust. VAA assets are allocated to the Subaccount. VAA assets are not chargeable with liabilities arising out of any other business which we may conduct. Remember that Contractowners and Participants in the VAA benefit from any gain, and take a risk of any loss in the value of the securities in the fund's portfolios. See Variable Annuity Account.

What is my investment choice? The VAA applies your Purchase Payments to buy shares in the LVIP Global Moderate Allocation Managed Risk Fund (fund). In turn, the fund holds a portfolio of securities consistent with its investment policy. See Investments of the Variable Annuity Account – Description of the Fund.

Who invests the money? The investment adviser for the fund is Lincoln Investment Advisors Corporation. See Investments of the Variable Annuity Account — Description of the Fund.

How does the contract work? If we approve your application, we will send you a contract. When you make Purchase Payments, you buy Accumulation Units. This contract will provide Participants with a Guaranteed Withdrawal Benefit if all conditions are met. If you or the Participant, if applicable, decides to annuitize the Participant Account Value to receive an Annuity Payout, the Accumulation Units are withdrawn to provide a fixed Annuity Payout. Participants receive a group annuity certificate which covers their rights in the group annuity contract which include the right to receive a Guaranteed Withdrawal Benefit, a Death Benefit or an Annuity Payout if conditions are met. The Participant's share of the Contract Value is called the Participant Account Value. See The Contracts.

What charges are there under the contract? We apply a charge to the daily net asset value of the VAA that consists of a mortality and expense risk and administrative charge. There is also an additional monthly charge for the Guaranteed Withdrawal Benefit. See Expense Tables and also the Charges and Other Deductions section of this prospectus.

The fund's investment management fee, expenses and expense limitations, if applicable, are more fully described in the Expense Tables and also the prospectus for the fund.

For information about the compensation we pay for sales of contracts, see Distribution of the Contracts.

What Purchase Payments must be made, and how often? Subject to minimum payment amounts, the payments are completely flexible. For more information, see The Contracts – Purchase Payments.

What is the Guaranteed Withdrawal Benefit? This feature provides on an annual basis guaranteed lifetime periodic withdrawals up to a guaranteed amount (referred to as Guaranteed Annual Income amounts) based on a percentage of an Income Base with the potential for age-based increases to the Guaranteed Annual Income amount. Withdrawals may be made up to the Guaranteed Annual Income amount as long as that amount is greater than zero. The Income Base is not available as a separate benefit upon death or surrender

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and is increased by subsequent Purchase Payments, Automatic Annual Step-ups to the Income Base and is decreased by Excess Withdrawals in accordance with provisions described in this prospectus.

How will my Annuity Payouts be calculated? If a Participant decides to annuitize, the Participant may select an annuity option and start receiving Annuity Payouts from the contract as a fixed option. See Annuity Payouts — Annuity Options.

What happens if the Participant dies before annuitization? Depending upon the Plan, the Beneficiary may receive a Death Benefit and have options as to how the Death Benefit is paid. See Guaranteed Withdrawal Benefit — Death Prior to the Annuity Commencement Date.

What happens if I die on or after the Annuity Commencement Date? Once you reach the Annuity Commencement Date, any applicable Death Benefit will terminate.

May the Participant surrender the Participant account or make a withdrawal? Yes, subject to contract requirements and to the restrictions of any qualified retirement plan for which the contract was purchased. A portion of surrender or withdrawal proceeds may be taxable. In addition, if the Participant decides to take a distribution before age 59½, a 10% Internal Revenue Service (IRS) additional tax may apply. A surrender or a withdrawal also may be subject to 20% withholding. See The Contracts – Surrenders and Withdrawals and Federal Tax Matters.

Do Participants get a free look at their certificate? A Participant can cancel a certificate within twenty days (in some states longer) of the date the Participant receives the certificate. The Participant must give notice to the Home Office. See Return Privilege.

Condensed Financial Information

Appendix A to this prospectus provides more information about Accumulation Unit values.

Investment Results

The VAA advertises the annual performance of the Subaccounts for the fund on both a standardized and non-standardized basis.

The standardized calculation measures average annual total return. This is based on a hypothetical $1,000 payment made at the beginning of a one-year, a five-year and a 10-year period. This calculation reflects all fees and charges that are or could be imposed on all Contractowner accounts.

The non-standardized calculation compares changes in Accumulation Unit values from the beginning of the most recently completed calendar year to the end of that year. It may also compare changes in Accumulation Unit values over shorter or longer time periods. This calculation reflects mortality and expense risk charges. It also reflects management fees and other expenses of the fund.

The Lincoln National Life Insurance Company

The Lincoln National Life Insurance Company (Lincoln Life or Company), organized in 1905, is an Indiana-domiciled insurance company, engaged primarily in the direct issuance of life insurance contracts and annuities. Lincoln Life is wholly owned by Lincoln National Corporation (LNC), a publicly held insurance and financial services holding company incorporated in Indiana. Lincoln Life is obligated to pay all amounts promised to Contractowners under the contracts.

Any guarantees under the contract that exceed your Contract Value, such as those associated with Death Benefit options and Living Benefit Riders are paid from our general account (not the VAA). Therefore, any amounts that we may pay under the contract in excess of Contract Value are subject to our financial strength and claims-paying ability and our long-term ability to make such payments.

We issue other types of insurance policies and financial products as well. In addition to any amounts we are obligated to pay in excess of Contract Value under the contracts, we also pay our obligations under these products from our assets in the general account. Moreover, unlike assets held in the VAA, the assets of the general account are subject to the general liabilities of the Company and, therefore, to the Company’s general creditors. In the event of an insolvency or receivership, payments we make from our general account to satisfy claims under the contract would generally receive the same priority as our other Contractowner obligations.

The general account is not segregated or insulated from the claims of the insurance company’s creditors. Investors look to the financial strength of the insurance companies for these insurance guarantees. Therefore, guarantees provided by the insurance company as to benefits promised in the prospectus are subject to the claims paying ability of the insurance company and are subject to the risk that the insurance company may not be able to cover or may default on its obligations under those guarantees.

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Our Financial Condition.  Among the laws and regulations applicable to us as an insurance company are those which regulate the investments we can make with assets held in our general account. In general, those laws and regulations determine the amount and type of investments which we can make with general account assets.

In addition, state insurance regulations require that insurance companies calculate and establish on their financial statements, a specified amount of reserves in order to meet the contractual obligations to pay the claims of our Contractowners. In order to meet our claims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital in excess of liabilities, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on assets held in our general account, which include bonds, mortgages, general real estate investments, and stocks, as well as the loss in value of these investments resulting from a loss in their market value.

How to Obtain More Information.  We encourage both existing and prospective Contractowners to read and understand our financial statements. We prepare our financial statements on both a statutory basis and according to Generally Accepted Accounting Principles (GAAP). Our audited GAAP financial statements, as well as the financial statements of the VAA, are located in the SAI. If you would like a free copy of the SAI, please write to us at: PO Box 2340, Fort Wayne, IN 46801-2340, or call 1-800-234-3500. In addition, the SAI is available on the SEC’s website at http://www.sec.gov. You may obtain our audited statutory financial statements and any unaudited statutory financial statements that may be available by visiting our website at www.LincolnFinancial.com.

You also will find on our website information on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of an operating insurance company’s financial capacity to meet the obligations of its insurance and annuity contracts based on its financial strength and/or claims-paying ability. Additional information about rating agencies is included in the SAI.

Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. Through its affiliates, Lincoln Financial Group offers annuities, life, group life and disability insurance, 401(k) and 403(b) plans, and comprehensive financial planning and advisory services.

Variable Annuity Account (VAA)

On April 29, 1996, the VAA was established as an insurance company separate account under Indiana law. It is registered with the SEC as a unit investment trust under the provisions of the Investment Company Act of 1940 (1940 Act).

The VAA is a segregated investment account under Indiana law, meaning that its assets may not be charged with liabilities resulting from any other business that we may conduct. Income, gains and losses, whether realized or not, from assets allocated to the VAA are, in accordance with the applicable contracts, credited to or charged against the VAA. They are credited or charged without regard to any other income, gains or losses of Lincoln Life. We are the issuer of the contract and the obligations set forth in the contract, other than those of the Contractowner, are ours. The VAA satisfies the definition of separate account under the federal securities laws. We do not guarantee the investment performance of the VAA. Any investment gain or loss depends on the investment performance of the fund. The Contractowner and Participant assume the full investment risk for all amounts placed in the VAA.

Financial Statements

The December 31, 2018 financial statements of the VAA and the December 31, 2018 consolidated financial statements of Lincoln Life are located in the SAI. If you would like a free copy of the SAI, complete and mail the request on the last page of this prospectus, or call 1-800-234-3500.

Investments of the Variable Annuity Account

Any Purchase Payments that you or the Participant, if authorized by the Contractowner, allocate to the Subaccount will be allocated to the Standard Class of the fund. Shares of the fund will be sold at net asset value with no initial sales charge to the VAA in order to fund the contracts. The fund is required to redeem fund shares at net asset value upon our request.

Investment Adviser

Lincoln Investment Advisors Corporation (LIA) is the investment adviser for the fund. LIA is registered under the Investment Advisers Act of 1940. As compensation for its services to the fund, the investment adviser receives a fee from the fund which is accrued daily and paid monthly. This fee is based on the net assets of the fund, as defined in the prospectus for the fund.

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Certain Payments We Receive with Regard to the Fund

We (or our affiliates) incur expenses in promoting, marketing, and administering the contracts and the funds. With respect to the fund, the adviser and/or distributor, or an affiliate thereof, may make payments to us (or an affiliate) for certain services we provide on behalf of the funds. Such services include, but are not limited to, recordkeeping; aggregating and processing purchase and redemption orders; providing Contractowners with statements showing their positions within the funds; processing dividend payments; providing subaccounting services for shares held by Contractowners; and forwarding shareholder communications, such as proxies, shareholder reports, dividend and tax notices, and printing and delivering prospectuses and updates to Contractowners. It is anticipated that such payments will be based on a percentage of assets of the fund attributable to the contracts along with certain other variable contracts issued or administered by us (or an affiliate). These percentages are negotiated and the amount we receive may be substantial. We (or our affiliates) may profit from these payments. These payments may be derived, in whole or in part, from the investment advisory fee deducted from fund assets. Contractowners and Participants, through their indirect investment in the funds, bear the costs of these investment advisory fees (see the fund’s prospectus for more information). Additionally, a fund’s adviser and/or distributor or its affiliates may provide us with certain services that assist us in the distribution of the contracts and may pay us and/or certain affiliates amounts for marketing programs and sales support, as well as amounts to participate in training and sales meetings.

Description of the Fund

The Subaccount of the VAA is invested solely in shares of the LVIP Global Moderate Allocation Managed Risk Fund, a fund of funds.

The fund offered as part of this contract may have similar investment objectives and policies to other portfolios managed by the adviser. The investment results of the fund, however, may be higher or lower than the other portfolios that are managed by the adviser or sub-adviser. There can be no assurance, and no representation is made, that the investment results of the fund will be comparable to the investment results of any other portfolio managed by the adviser or sub-adviser, if applicable.

The fund invests substantially all of its assets in other funds. As a result, you will pay fees and expenses at both fund levels. This will reduce your investment return. This arrangement is referred to as funds of funds. Funds of funds structures may have higher expenses than funds that invest directly in debt or equity securities.

This fund may employ a risk management strategy to provide for downside protection during sharp downward movements in equity markets. For more information about the fund and the investment strategies it employs, please refer to the fund's current prospectuses. Fund prospectuses are available by contacting us.

This fund is included as an investment option in part, to reduce the risk of investment losses that may require us to use our own assets to make guaranteed payments under the Guaranteed Withdrawal Benefit. Our financial interest in reducing loss and the volatility of overall Contract Values, in light of our obligations to provide benefits under the rider, may be deemed to present a potential conflict of interest with respect to the interests of the Contractowner and/or Annuitants. In addition, any negative impact to the underlying fund as a result of the risk management strategies may limit your Participant Account Values, which in turn may limit your ability to achieve step-ups of the benefit base under the Guaranteed Withdrawal Benefit.

The Guaranteed Withdrawal Benefit under the contract also provides protection in the event of a market downturn. Likewise, there is an additional cost associated with the Guaranteed Withdrawal Benefit which can limit the contract’s upside participation in the markets.

Following is a brief summary of the fund description. More detailed information may be obtained from the current prospectus for the fund. You should read the fund prospectus that accompanies this prospectus carefully before investing. A prospectus for the fund is available by contacting us. In addition, if you receive a summary prospectus for the fund, you may obtain a full statutory prospectus by referring to the contact information for the fund company on the cover page of the summary prospectus. Please be advised that there is no assurance that the fund will achieve its stated objective.

Lincoln Variable Insurance Products Trust, advised by Lincoln Investment Advisors Corporation.

• LVIP Global Moderate Allocation Managed Risk Fund (Standard Class): A balance between a high level of current income and growth of capital, with an emphasis on growth of capital; a fund of funds.

Fund Shares

We will purchase shares of the fund at net asset value and direct them to the Subaccount of the VAA. We will redeem sufficient shares of the fund to pay Annuity Payouts, Death Benefits, surrender/withdrawal proceeds or for other purposes described in the contract. Redeemed shares are retired, but they may be reissued later.

Shares of the fund are not sold directly to the general public. They are sold to us, and may be sold to other insurance companies, for investment of the assets of the Subaccount established by those insurance companies to fund variable annuity and variable life insurance contracts.

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When a fund sells any of its shares both to variable annuity and to variable life insurance separate accounts, it is said to engage in mixed funding. When a fund sells any of its shares to separate accounts of unaffiliated life insurance companies, it is said to engage in shared funding.

The fund currently engages in mixed and shared funding. Therefore, due to differences in redemption rates or tax treatment, or other considerations, the interest of various Contractowners participating in a fund could conflict. The fund’s Board of Directors will monitor for the existence of any material conflicts, and determine what action, if any, should be taken. The fund does not foresee any disadvantage to Contractowners arising out of mixed or shared funding. If such a conflict were to occur, one of the separate accounts might withdraw its investment in a fund. This might force a fund to sell portfolio securities at disadvantageous prices. See the prospectuses for the funds.

Reinvestment of Dividends and Capital Gain Distributions

All dividends and capital gain distributions of the fund are automatically reinvested in shares of the distributing funds at their net asset value on the date of distribution. Dividends are not paid out to Contractowners as additional units, but are reflected as changes in unit values.

Addition, Deletion or Substitution of Investments

We reserve the right, within the law, to make certain changes to the structure and operation of the VAA at our discretion and without your consent. We may add, delete, or substitute the fund for all Contractowners or only for certain classes of Contractowners. New or substitute funds may have different fees and expenses, and may only be offered to certain classes of Contractowners.

Substitutions may be made with respect to existing investments or the investment of future Purchase Payments, or both. We may close the Subaccount to allocations of Purchase Payments or Contract Value, or both, at any time in our sole discretion. The fund, which sells shares to the Subaccount pursuant to a participation agreement, also may terminate the agreement and discontinue offering its shares to the Subaccount. A substitution might also occur if shares of a fund should no longer be available, or if investment in the fund’s shares should become inappropriate, in the judgment of our management, for the purposes of the contract, or for any other reason in our sole discretion.

If the Subaccount or fund is closed to future Purchase Payments, we may add a new investment option to the contract. As an alternative, we may substitute a new fund for the prior fund option, after obtaining any necessary approval of the SEC and upon written notice to you. At least one variable investment option will be available at all times.

We also may:

• remove, combine, or add Subaccounts and make the new Subaccounts available to you at our discretion;

• transfer assets supporting the contract from one Subaccount to another or from the VAA to another separate account;

• combine the VAA with other separate accounts and/or create new separate accounts;

• deregister the VAA under the 1940 Act; and

• operate the VAA as a management investment company under the 1940 Act or as any other form permitted by law.

We may modify the provisions of the contract to reflect changes to the Subaccount and the VAA and to comply with applicable law. We will not make any changes without any necessary approval by the SEC. We will also provide you written notice.

Charges and Other Deductions

We will deduct the charges described below to cover our costs and expenses, services provided and risks assumed under the contracts. We incur certain costs and expenses for the distribution and administration of the contracts and for paying the benefits under the contracts.

Our administrative services include:

• processing applications for and issuing the contracts;

• processing purchases and redemptions of fund shares as required;

• maintaining records;

• administering Annuity Payouts;

• furnishing accounting and valuation services (including the calculation and monitoring of daily Subaccount values);

• reconciling and depositing cash receipts;

• providing contract confirmations; and

• providing toll-free and website inquiry services.

The benefits we provide include:

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• a Death Benefit;

• a Guaranteed Withdrawal Benefit;

• Annuity Payout benefits; and

• cash surrender value benefits.

The risks we assume include:

• the risk that Annuitants receiving Annuity Payouts live longer than we assumed when we calculated our guaranteed rates (these rates are incorporated in the contract and cannot be changed);

• the risk that lifetime payments from the Guaranteed Withdrawal Benefit will exceed the Contract Value;

• the risk that the Death Benefits paid will exceed the actual Contract Value; and

• the risk that our costs in providing the services will exceed our revenues from contract charges (which we cannot change).

The amount of a charge may not necessarily correspond to the costs associated with providing the services or benefits indicated by the description of the charge. Any remaining expenses will be paid from our general account which may consist, among other things, of proceeds derived from mortality and expense risk charges deducted from the VAA. We may profit from one or more of the fees and charges deducted under the contract. We may use these profits for any corporate purpose, including financing the distribution of the contracts.

Deductions from the VAA

We apply to the daily net asset value of the Subaccount a charge which is equal to an annual rate of:

Mortality and expense risk and administrative charge 0.45%

Guaranteed Withdrawal Benefit charge: The annual charge for this feature is currently 0.90% (0.075% monthly). This charge is applied to the Income Base (initial Purchase Payment), as increased for subsequent Purchase Payments, Automatic Annual Step-ups, and decreased for Excess Withdrawals. We will deduct the cost of this benefit from the Participant Account Value on a monthly basis, with the first deduction occurring on the Valuation Date on or next following the one-month anniversary of the Guaranteed Withdrawal Benefit Effective Date. The amount we deduct will increase or decrease as the Income Base increases or decreases, because the charge is based on the Income Base. See Guaranteed Withdrawal Benefit – Income Base section for a discussion and example of the impact of the changes to the Income Base.

The percentage charge may increase no more frequently than once in a 12-month period and we will notify you in advance of the effective date of the change. The charge will not exceed the guaranteed maximum annual percentage charge of 2.00%. The guaranteed maximum monthly percentage charge is 0.17%.

If the Participant Account Value is reduced to zero while the Participant is receiving a Guaranteed Annual Income, this charge will not be deducted.

Other Charges and Deductions

There are additional deductions from and expenses paid out of the assets of the underlying fund that are more fully described in the prospectus for the fund.

Additional Information

The sales and administrative charges described previously may be reduced or eliminated for any particular contract. However, these charges will be reduced only to the extent that we anticipate lower distribution and/or administrative expenses, or that we perform fewer sales or administrative services than those originally contemplated in establishing the level of those charges. Lower distribution and administrative expenses may be the result of economies associated with:

• the use of mass enrollment procedures;

• the performance of administrative or sales functions by the employer;

• the use by an employer of automated techniques in submitting deposits or information related to deposits on behalf of its employees; or

• any other circumstances which reduce distribution or administrative expenses.

The exact amount of sales and administrative charges applicable to a particular contract will be stated in that contract.

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The Contract

Purchase of Contract

This prospectus describes the group variable annuity contract under which we allocate payments to the accounts of individual Participants and provide a Guaranteed Withdrawal Benefit if all conditions are met. Each Participant under the group variable annuity contract receives a certificate which summarizes the provisions of the group contract and is proof of participation. The Participant's share of the Contract Value is called the Participant Account Value.

Purchase Payments

Periodic Purchase Payments are payable to us at a frequency and in an amount specified by the Plan sponsor. Purchase Payments are allocated to the LVIP Global Moderate Allocation Managed Risk Fund and are used to fund the Guaranteed Withdrawal Benefit. If Purchase Payments are discontinued, the contract will remain in force as a paid-up contract. If you submit a Purchase Payment to your agent, we will not begin processing the Purchase Payment until we receive it from your agent's broker-dealer in Good Order.

The maximum annual Purchase Payment into the contract for a Participant will be limited to $500,000 without the Home Office approval. Purchase Payments from a Participant which originate from other investment options available under the Plan and are made within 180 days of a withdrawal from the Participant Account Value may be limited to $25,000 in the future. In addition we may further limit or decline future Purchase Payments into the contract as long as we provide you 180 days notice. It is possible that we could refuse any or all future Purchase Payments. If future Purchase Payments cannot be made into this contract, Participant Account Values and Income Bases will no longer be increased by additional Purchase Payments. Participants should consider these Purchase Payment limitations and how they may impact their long-term investment plans, especially if the intent is to make additional Purchase Payments over a long period of time.

Valuation Date

Accumulation Units will be valued once daily at the close of trading (normally, 4:00 p.m., New York time) on each day the New York Stock Exchange is open (Valuation Date). On any date other than a Valuation Date, the Accumulation Unit value will not change.

Allocation of Purchase Payments

Purchase Payments are allocated to the LVIP Global Moderate Allocation Managed Risk Fund Subaccount and are used to fund the Guaranteed Withdrawal Benefit. Purchase Payments allocated to the VAA are converted into Accumulation Units and are credited to the account of each Participant. The number of Accumulation Units credited is determined by dividing the Purchase Payment by the value of an Accumulation Unit on the Valuation Date on which the Purchase Payment is received in Good Order at our Home Office if received before 4:00 p.m., New York time or the close of trading of the New York Stock Exchange. Purchase Payments received in Good Order at or after 4:00 p.m., New York time will be processed using the Accumulation Unit value computed on the next Valuation Date. The number of Accumulation Units determined in this way is not changed by any subsequent change in the value of an Accumulation Unit. However, the dollar value of an Accumulation Unit will vary depending not only upon how well the fund performs, but also upon the expenses of the VAA and the fund.

Valuation of Accumulation Units

Purchase Payments allocated to the VAA are converted into Accumulation Units. This is done by dividing the amount allocated by the value of an Accumulation Unit for the Valuation Period during which the Purchase Payments are allocated to the VAA. The Accumulation Unit value for the Subaccount was established at the inception of the Subaccount. It may increase or decrease from Valuation Period to Valuation Period. Accumulation Unit values are affected by investment performance of the fund, fund expenses, and the deduction of certain contract charges. We determine the value of an Accumulation Unit on the last day of any following Valuation Period as follows:

1.  The total value of the fund shares held in the Subaccount is calculated by multiplying the number of fund shares owned by the Subaccount at the beginning of the Valuation Period by the net asset value per share of the fund at the end of the Valuation Period, and adding any dividend or other distribution of the fund if an ex-dividend date occurs during the Valuation Period; minus

2.  The liabilities of the Subaccount at the end of the Valuation Period; these liabilities include daily charges imposed on the Subaccount, and may include a charge or credit with respect to any taxes paid or reserved for by us that we determine result from the operations of the VAA; and

3.  The result is divided by the number of Subaccount units outstanding at the beginning of the Valuation Period.

The daily charges imposed on the Subaccount for any Valuation Period are equal to the daily mortality and expense risk charge multiplied by the number of calendar days in the Valuation Period. In certain circumstances (for example, when separate account assets are less than $1,000), and when permitted by law, it may be prudent for us to use a different standard industry method for this calculation, called the Net Investment Factor method. We will achieve substantially the same result using either method.

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Guaranteed Withdrawal Benefit

The Guaranteed Withdrawal Benefit provides for each Participant (and spouse if the joint life option is elected):

• Guaranteed lifetime periodic withdrawals up to the Guaranteed Annual Income amount which is based upon a guaranteed Income Base;

• Automatic Annual Step-ups of the Income Base to the Participant Account Value if the Participant Account Value is equal to or greater than the Income Base and the maximum age(s) has not been reached;

• Age-based increases to the Guaranteed Annual Income amount (after reaching a higher age-band and after an Automatic Annual Step-up).

Please note any withdrawals made prior to the Guaranteed Annual Income Effective Date or that exceed the Guaranteed Annual Income amount (referred to as Excess Withdrawals) may significantly reduce the Income Base as well as the Guaranteed Annual Income amount by an amount greater than the dollar amount of the Excess Withdrawal and will terminate the benefit if the Income Base is reduced to zero.

The Guaranteed Withdrawal Benefit provides guaranteed, periodic withdrawals for the Participant’s life or for the lives of the Participant and spouse (joint life option) regardless of the investment performance of the contract, provided that certain conditions are met. For purposes of this Guaranteed Withdrawal Benefit, spouse means an individual who would be recognized as a spouse under federal law. An Income Base is used to calculate the Guaranteed Annual Income payment from Participant Account Value, but is not available as a separate benefit upon death or surrender. We will calculate the Income Base based on the amount of the initial Purchase Payment made for a Participant by Plan sponsor at the time the first Participant Purchase Payment is made. The Income Base will be increased by subsequent Participant Purchase Payments from the Plan sponsor and Automatic Annual Step-ups, and decreased by Excess Withdrawals in accordance with the provisions set forth below. Limits on Purchase Payments are discussed in the Purchase Payments section of this prospectus. No additional Purchase Payments are allowed for a Participant if the Participant Account Value decreases to zero after the Guaranteed Annual Income Effective Date for any reason.

The Guaranteed Withdrawal Benefit provides for guaranteed, periodic withdrawals up to the Guaranteed Annual Income amount commencing after the Participant (single life option) or younger of the Participant or spouse (joint life option) reach age 55. The Guaranteed Annual Income payments are based upon specified percentages of the Income Base. The specified withdrawal percentages of the Income Base are age based and may increase over time. With the single life option, the Participant may receive Guaranteed Annual Income payments for life. Under the joint life option, Guaranteed Annual Income amounts for the lifetimes of the Participant and spouse will be available.

Income Base. The Income Base is a value used to calculate the Guaranteed Annual Income amount. The Income Base is not available as a lump sum withdrawal or as a Death Benefit. The initial Income Base equals the amount of the Participant’s share of Purchase Payments into the contract. The maximum Income Base is $2,000,000 for each Participant. This maximum takes into consideration the total guaranteed amounts under the living benefit riders of all Lincoln Life contracts (or contracts issued by our affiliates) in which the Participant (and/or spouse if joint life option) are the covered lives.

Each additional Purchase Payment automatically increases the Income Base by the amount of the Purchase Payment (not to exceed the maximum Income Base). Additional Purchase Payments will not be allowed after the Guaranteed Annual Income Effective Date if the Participant Account Value decreases to zero for any reason including market loss.

Excess Withdrawals reduce the Income Base as discussed below. Withdrawals less than or equal to the Guaranteed Annual Income amount and amounts deducted for the Guaranteed Withdrawal Benefit charge and Additional Plan Expenses will not reduce the Income Base. All withdrawals prior to the Guaranteed Annual Income Effective Date are considered Excess Withdrawals.

Automatic Annual Step-ups of the Income Base. The Income Base will automatically step-up to the Participant Account Value on the Valuation Date immediately prior to each Benefit Year anniversary if:

a.)	the Participant (single life option), or the Participant or spouse (joint life option) are still living and under age 86 (if both spouses are living, they both must be under age 86); and
b.)	the Participant Account Value on that Valuation Date, after the deduction of any withdrawals (including the Guaranteed Withdrawal Benefit charge), plus any Purchase Payments made on that date, is equal to or greater than the Income Base.

The Automatic Annual Step-up is available even in those years when a withdrawal has occurred.

Following is an example of how the Automatic Annual Step-ups will work (assuming no withdrawals or additional Purchase Payments):

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	Contract Value	Income Base
Initial Purchase Payment $50,000	$50,000	$50,000
Valuation Date immediately prior to 1st Benefit Year anniversary	$54,000	$54,000
Valuation Date immediately prior to 2nd Benefit Year anniversary	$53,900	$54,000
Valuation Date immediately prior to 3rd Benefit Year anniversary	$57,000	$57,000
Valuation Date immediately prior to 4th Benefit Year anniversary	$64,000	$64,000

Withdrawal Amount. Participants may request to begin Guaranteed Annual Income withdrawals by submitting a request to the Home Office. The Valuation Date the request is approved is the Guaranteed Annual Income Effective Date. At that time, the Participant will elect either the single life option or the joint life option of the Guaranteed Withdrawal Benefit. After the Guaranteed Annual Income Effective Date, periodic withdrawals up to the Guaranteed Annual Income amount may be taken each Benefit Year for the lifetime of the Participant (single life option) or the lifetimes of the Participant and spouse (joint life option) as long as the Guaranteed Annual Income amount is greater than zero. Guaranteed Annual Income withdrawals may be taken once the Participant (single life option) or the younger of the Participant and spouse (joint life option) turn age 55.

Upon the Guaranteed Annual Income Effective Date, the Guaranteed Annual Income percentage is based on the age of the Participant (single life option) or the age of the younger of the Participant and spouse (joint life option) as set forth in the table below. For example, if the Guaranteed Annual Income Effective Date is at age 60 (single life option), the Guaranteed Annual Income percentage would be 4%. After the Guaranteed Annual Income Effective Date, the Guaranteed Annual Income amount percentage will only increase on a Benefit Year anniversary on or after an applicable higher age band has been reached and after there has also been an Automatic Annual Step-up. The Automatic Annual Step-up must occur after the date the Participant (or spouse if applicable) reached the higher age band. If an applicable age band has been reached and there has not also been an Automatic Annual Step-up, then the Guaranteed Annual Income amount percentage will not increase until the next Automatic Annual Step-up occurs. If the entire Guaranteed Annual Income amount is not withdrawn during a Benefit Year, there is no carryover of the remaining amount into the next Benefit Year. If the Guaranteed Annual Income Effective Date does not occur on a Benefit Year anniversary, the Guaranteed Annual Income amount for the first year will be prorated based on the number of days remaining in that Benefit Year.

Table of Guaranteed Annual Income Percentages by Ages

Age	Guaranteed Annual Income amount percentage (Single Life Option)	Guaranteed Annual Income amount percentage (Joint Life Option)
At Least 55 and under 65	4%	3.5%
65-70	5%	4.5%
71+	6%	5.5%

We may change the Table of Guaranteed Annual Income Percentages by Ages (“Table”) for future Purchase Payments. We will provide you with notice of any change to the Table. If there is a change to the Table, a weighted average percentage will be used to determine the Guaranteed Annual Income. This weighted average calculation is described below.

If the Participant Account Value is reduced to zero while receiving a Guaranteed Annual Income amount because of market performance or Guaranteed Withdrawal Benefit charges, payments equal to the Guaranteed Annual Income amount will continue automatically for the life of the Participant (and spouse's life if applicable). The remaining Income Base is not available as a lump sum withdrawal. The Participant will not be entitled to the Guaranteed Annual Income amount if the Income Base is reduced to zero as a result of an Excess Withdrawal. If the Income Base is reduced to zero due to an Excess Withdrawal the Guaranteed Withdrawal Benefit will terminate, and the Participant will have no more rights or benefits under this contract.

Withdrawals equal to or less than the Guaranteed Annual Income amount will not reduce the Income Base. All withdrawals will decrease the Participant Account Value.

The following example shows the calculation of the Guaranteed Annual Income amount and how withdrawals less than or equal to the Guaranteed Annual Income amount affect the Income Base and the Participant Account Value. The example assumes that the Participant is age 58 (4% Guaranteed Annual Income percentage for single life option) on the Guaranteed Annual Income Effective Date, and has an Income Base of $200,000:

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Participant Account Value on the Guaranteed Annual Income Effective Date	$200,000
Income Base on the Guaranteed Annual Income Effective Date	$200,000
Initial Guaranteed Annual Income amount on the Guaranteed Annual Income Effective Date ($200,000 x 4%)	$ 8,000
Participant Account Value six months after Guaranteed Annual Income Effective Date	$210,000
Income Base six months after Guaranteed Annual Income Effective Date	$200,000
Withdrawal six months after Guaranteed Annual Income Effective Date when Participant is still age 58	$ 8,000
Participant Account Value after withdrawal ($210,000 - $8,000)	$202,000
Income Base after withdrawal ($200,000 - $0)	$200,000
Participant Account Value on next Benefit Year anniversary	$205,000
Income Base on next Benefit Year anniversary	$205,000
Guaranteed Annual Income amount on next Benefit Year anniversary	$ 8,200

The Automatic Annual Step-up was available on the first Benefit Year anniversary and increased the Income Base to the Participant Account Value of $205,000. The Guaranteed Annual Income amount also increased to $8,200 (4% x $205,000).

Purchase Payments added to the contract subsequent to the initial Purchase Payment will increase the Guaranteed Annual Income amount by an amount equal to the applicable Guaranteed Annual Income amount percentage multiplied by the amount of the subsequent Purchase Payment. For example, assuming a Participant is age 58 (single life option), if the Guaranteed Annual Income amount of $2,000 (4% of $50,000 Income Base) is in effect and an additional Purchase Payment of $10,000 is made, the new Guaranteed Annual Income amount that Benefit Year is $2,400 ($2,000 + 4% of $10,000). The Guaranteed Annual Income payment amount will be recalculated immediately after a Purchase Payment is added to the contract. Note that the Benefit Year does not change so all withdrawals during the Benefit Year, (withdrawals before and after the additional Purchase Payment), will count toward the Guaranteed Annual Income amount.

Purchase Payments for a Participant into the contract cannot exceed $500,000 in a Benefit Year.

Automatic Annual Step-ups will increase the Income Base and thus the Guaranteed Annual Income amount. The Guaranteed Annual Income amount, after the Income Base is adjusted by an Automatic Annual Step-up, will be equal to the adjusted Income Base multiplied by the applicable Guaranteed Annual Income percentage.

Weighted Average Guaranteed Annual Income Percentage. If we make a change to the Table of Guaranteed Annual Income Percentages by Ages (“Table”) then a weighted average guaranteed annual income (“WAGAI”) percentage will be used to calculate the Guaranteed Annual Income. A WAGAI percentage will be calculated based on the portion of Purchase Payments, Automatic Annual Step-Ups and Excess Withdrawals that are allocated to each Table that was in effect when Purchase Payments were made. The percentage for each Table is determined according to this formula: (a) divided by (b) times (c); where

(a) is the portion of the Income Base calculated on the basis of Purchase Payments made during the time the specific Table is in effect and adjusted by Automatic Annual Step-Ups and Excess Withdrawals;

(b) is the total Income Base for all Tables;

(c) is the applicable percentage for the age and measuring life option for that Table.

The percentage for each applicable Table will be calculated according to the formula above. Then the percentages determined for each Table will be added together to determine the WAGAI percentage. The WAGAI percentage will be recalculated following the date of an additional Purchase Payment, Automatic Annual Step-Up or Excess Withdrawal. Excess Withdrawals will reduce the Participant Account Value and Income Base on a pro rata basis according to the Participant Account Value and Income Base allocated to each Table.

The following example demonstrates how the WAGAI is calculated if Purchase Payments are made while two different Tables are in effect:

Total Purchase Payment during Year 1 (Table 1 in effect)	$5,000
Automatic Step-Up of Income Base to market value on Benefit Year anniversary	$5,900
Total Purchase Payments during Year 2 (Table 2 in effect)	$5,000
Market loss so no Automatic Step-Up on Benefit Year anniversary	$10,900

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The Participant is age 60 on the Guaranteed Annual Income Effective Date. The percentage rate for this Participant under Table 1 was 4% (single life). The percentage rate under Table 2 was 3.5%.

According to the formula above, at the end of year 2 the percentage attributed to the first Table is ($5,900 / $10,900 x 4%) = 2.16%. The percentage attributed to the second Table is ($5,000 / $10,900 x 3.5%) = 1.61%. Adding the two rates together results in a WAGAI of 3.77%. This rate will be applied to the Total Income Base of $10,900 to produce a Guaranteed Annual Income amount of $410.93.

Excess Withdrawals. Excess Withdrawals are the cumulative amounts withdrawn from the contract during the Benefit Year (including the current withdrawal) that exceed the Guaranteed Annual Income amount at the time of the withdrawal, or are withdrawals made prior to the Guaranteed Annual Income Effective Date. Withdrawals for the Guaranteed Withdrawal Charge and Additional Plan Expenses are not treated as Excess Withdrawals.

When an Excess Withdrawal occurs:

• the Income Base is reduced by the same proportion that the Excess Withdrawal reduces the Participant Account Value. This means that the reduction in the Income Base could be more than the dollar amount of the withdrawal; and

• the Guaranteed Annual Income amount will be recalculated to equal the applicable Guaranteed Annual Income amount percentage multiplied by the new (reduced) Income Base (after the pro rata reduction for the Excess Withdrawal).

We will provide the Participant quarterly statements that will include the Guaranteed Annual Income amount (as adjusted for Guaranteed Annual Income amount payments, Automatic Annual Step-ups, Excess Withdrawals and additional Purchase Payments) available for the Benefit Year, if applicable, in order to determine whether a withdrawal may be an Excess Withdrawal. Questions regarding Excess Withdrawals should be referred to the customer service number provided on the front page of this prospectus.

The following example demonstrates the impact of an Excess Withdrawal on the Income Base, the Guaranteed Annual Income amount and the Participant Account Value. The Participant who is age 58 (single life option) makes a $12,000 withdrawal which causes a $12,915.19 reduction in the Income Base.

Prior to Excess Withdrawal: Participant Account Value = $60,000 Income Base = $85,000

Guaranteed Annual Income amount = $3,400 (4% of the Income Base of $85,000)
After a $12,000 Withdrawal, $3,400 is within the Guaranteed Annual Income amount, $8,600 is the Excess Withdrawal.
The Participant Account Value is reduced by the amount of the Guaranteed Annual Income amount of $3,400 and the Income Base is not reduced: Participant Account Value = $56,600 ($60,000 - $3,400) Income Base = $85,000

The Participant Account Value is also reduced by the $8,600 Excess Withdrawal and the Income Base is reduced by 15.19435%, the same proportion that the Excess Withdrawal reduced the $56,600 Participant Account Value ($8,600 ÷ $56,600)

Participant Account Value = $48,000 ($56,600 - $8,600)

Income Base = $72,084.81 ($85,000 x 15.19435% = $12,915.19; $85,000 - $12,915.19 = $72,084.81)

On the following Benefit Year anniversary:

Participant Account Value = $43,000

Income Base = $72,084.81

Guaranteed Income amount = $2,883.39 (4% x $72,084.81 Income Base)

In a declining market, Excess Withdrawals may significantly reduce the Income Base as well as the Guaranteed Annual Income amount. If the Income Base or Participant Account Value is reduced to zero due to an Excess Withdrawal the Guaranteed Withdrawal Benefit will terminate and the Participant will have no more rights or benefits under this contract.

After the Guaranteed Annual Income Effective Date, withdrawals will be treated as within the Guaranteed Annual Income amount (even if they exceed the Guaranteed Annual Income amount) only if the withdrawals are taken as systematic monthly or quarterly installments of the amount needed to satisfy the required minimum distribution (RMD) rules under Internal Revenue Code Section 401(a)(9). In addition, in order for this exception for RMDs to apply, the following must occur:

• Lincoln's monthly or quarterly automatic withdrawal service is used to calculate and pay the RMD;

• The RMD calculation must be based only on the Participant Account Value in this contract; and

• No withdrawals other than RMDs are made within the Benefit Year (except as described in the next paragraph).

If RMD withdrawals during a Benefit Year are less than the Guaranteed Annual Income amount, an additional amount up to the Guaranteed Annual Income amount may be withdrawn. If a withdrawal, other than an RMD is made during the Benefit Year, then all amounts withdrawn in excess of the greater of the Guaranteed Annual Income amount or RMDs, will be treated as Excess Withdrawals.

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Distributions from qualified contracts are generally taxed as ordinary income. See Federal Tax Matters for a discussion of the tax consequences of withdrawals.

Death Prior to the Annuity Commencement Date. The Guaranteed Withdrawal Benefit has no provision for a payout of the Income Base upon death of the Participant or Annuitant. A Death Benefit may be paid to the Beneficiary if the conditions set forth below are met. Payment of a Death Benefit terminates the Guaranteed Withdrawal Benefit for this Participant and surviving spouse if applicable. All Death Benefit payments must be made in compliance with Internal Revenue Code Sections 72(s) or 401(a)(9) as applicable as amended from time to time.

Upon the death of the Participant prior to the Guaranteed Annual Income Effective Date or upon the Participant’s death with the single life option, the Guaranteed Withdrawal Benefit will end and no further Guaranteed Annual Income amounts are available (even if there was an Income Base in effect at the time of the death). A Death Benefit as set forth below, may be available.

Upon the first death under the joint life option, the lifetime payout of the Guaranteed Annual Income amount will continue for the life of the surviving spouse unless a Death Benefit is paid out if available. The Automatic Annual Step-up will continue if applicable as discussed above. Upon the death of the surviving spouse, the Guaranteed Withdrawal Benefit will end and no further Guaranteed Annual Income amounts are available (even if there was an Income Base in effect at the time of the death). A Death Benefit, as set forth below, may be available upon the second death.

The Death Benefit is equal to the greater of:

• the current Participant Account Value as of the Valuation Date we approve the payment of the claim; or

• the sum of all Purchase Payments into the Participant Account Value decreased by withdrawals. Excess Withdrawals reduce the sum of all Purchase Payments in the same proportion that Excess Withdrawals reduced the Participant Account Value. All other withdrawals reduce the sum of all Purchase Payments by the dollar amount of the withdrawal.

The value of the Death Benefit will be determined as of the date on which the death claim is approved for payment. This payment will occur upon receipt of:

• proof, satisfactory to us, of the death;

• written authorization for payment; and

• our receipt of all required claim forms, fully completed.

If the Death Benefit becomes payable upon the death of the Participant, the Beneficiary may elect to receive payment either in the form of a lump sum settlement or an Annuity Payout if provided by the Plan. Federal tax law requires that an annuity election be made no later than 60 days after we receive satisfactory notice of death as discussed previously.

If a lump sum settlement is requested, the proceeds will be mailed within seven days of receipt of satisfactory claim documentation as discussed previously, subject to the laws and regulations governing payment of Death Benefits. This payment may be postponed as permitted by the 1940 Act.

All Death Benefit payments will be subject to the Plan and to the laws and regulations governing Death Benefits.

The tax code requires that any distribution be paid within five years of the death of the Participant unless the Beneficiary begins receiving, within one year of the Participant's death, the distribution in the form of a life annuity or an annuity for a designated period not exceeding the Beneficiary's life expectancy.

Termination. The Contractowner may terminate the contract, including the Guaranteed Withdrawal Benefit, by notifying us in writing and surrendering the contract without requesting to preserve the Guaranteed Withdrawal Benefit. Under current law, if this occurs and the Participant is not eligible for a rollover distribution and the Plan sponsor does not make other arrangements to provide the benefit, the Participant may lose the Guaranteed Withdrawal Benefit.

The Guaranteed Withdrawal Benefit will automatically terminate for a Participant:

• on the Annuity Commencement Date; or

• upon the death of the Participant prior to the Guaranteed Annual Income Effective Date; or

• upon the death of the Participant under the single life option; or

• upon the death of the survivor under the joint life option; or

• when the Income Base or Participant Account Value is reduced to zero due to an Excess Withdrawal; or

• if the Plan contains a small account payout provision and the Participant does not elect a rollover distribution (depending on a Plan’s terms, a rollover may not be available for account balances less than $200).

The termination will not result in any increase in Contract Value equal to the Income Base. Upon effective termination of the Guaranteed Withdrawal Benefit, the benefits and charges within the Participant Account will terminate and any Participant Account Value must be removed from this contract.

Rollover Benefit. A Participant who is eligible for a rollover distribution from the Plan may request a rollover to another Lincoln contract to continue the Guaranteed Withdrawal Benefit if the following conditions are met:

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• a request for direct rollover of the entire Participant Account Value is made or authorized by the Contractowner;

• the amount rolled over is eligible for distribution under the Plan;

• the Participant applies for the participation in the rollover contract in accordance with our procedures; and

• the entire Participant Account Value is transferred to the rollover contract.

The rollover contract will provide the same Guaranteed Annual Income amount calculations that the Participant received from the retirement plan contract on the day prior to the rollover. However, the new contract may have different provisions such as charges and investment options.

Surrenders and Withdrawals

Before the Annuity Commencement Date, we will allow the surrender of the contract or a withdrawal of a portion of the Contract Value upon your written request or the written request of a Participant, if authorized by the Contractowner, subject to the conditions of the contract discussed below. Surrender or withdrawal rights after the Annuity Commencement Date depend on the Annuity Payout option selected.

The amount available upon surrender/withdrawal is the Contract Value at the end of the Valuation Period during which the written request for surrender/withdrawal is received at the Home Office if the request is received in Good Order before 4:00 p.m. New York time or the close of trading of the New York Stock Exchange if earlier. If we receive a surrender or withdrawal request in Good Order at or after 4:00 p.m., New York time, we will process the request using the Accumulation Unit value computed on the next Valuation Date. Unless prohibited, surrender/withdrawal payments will be mailed within seven days after we receive a valid written request at the home office. The payment may be postponed as permitted by the 1940 Act.

The tax consequences of a surrender/withdrawal are discussed later in this prospectus. See Federal Tax Matters.

Special restrictions on surrenders/withdrawals apply if your contract is purchased as part of a retirement plan of a public school system or 501(c)(3) organization under Section 403(b) of the tax code.

Distribution of Section 403(b) elective deferrals many not be paid to a Participant earlier than the earliest date on which the Participant has a severance from employment, dies, has a hardship, becomes disabled, or attains age 59½. Special rules for pre-1989 Section 403(b) elective deferrals (but not earnings thereon) may apply subject to Plan terms and conditions. Distributions from a 403(b) custodial account may not be paid to a Participant before the Participant has a severance from employment, dies, becomes disabled, or attains age 59½. Any amounts transferred out of a 403(b) custodial account to an annuity, including earnings thereon, continue to be subject to these distribution restrictions.

For contracts issued in connection with qualified plans, Participants should consult the terms of the plan for limitations on early surrender or payment. See Federal Tax Matters and the SAI.

Delay of Payments

Contract proceeds from the VAA will be paid within seven days, except:

• when the NYSE is closed (other than weekends and holidays);

• times when market trading is restricted or the SEC declares an emergency, and we cannot value units or the funds cannot redeem shares; or

• when the SEC so orders to protect Contractowners.

Due to federal laws designed to counter terrorism and prevent money laundering by criminals, we may be required to reject a Purchase Payment and/or deny payment of a request for transfers, withdrawals, surrenders, or Death Benefits, until instructions are received from the appropriate regulator. We also may be required to provide additional information about a Contractowner's account to government regulators.

Abandoned Property. Every state has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of three to five years from the date a benefit is due and payable. For example, if the payment of a Death Benefit has been triggered, but, if after a thorough search, we are still unable to locate the Beneficiary of the Death Benefit, or the Beneficiary does not come forward to claim the Death Benefit in a timely manner, the Death Benefit will be “escheated”. This means that the Death Benefit will be paid to the abandoned property division or unclaimed property office of the state in which the Beneficiary or the Contractowner last resided, as shown on our books and records, or to our state of domicile. This escheatment is revocable and the state is obligated to pay the Death Benefit (without interest) if your Beneficiary steps forward to claim it with the proper documentation.

To prevent such escheatment, it is important that you update your Beneficiary designations, including addresses, if and as they change. You may update your Beneficiary designations by submitting a Beneficiary change form to our Home Office.

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Amendment of Contract

We reserve the right to amend the contract to meet the requirements of the 1940 Act or other applicable federal or state laws or regulations. You will be notified in writing of any changes, modifications or waivers. Any changes are subject to prior approval of your state’s insurance department (if required).

Ownership

The owner on the date of issue will be the entity designated in the contract specifications.

As Contractowner, you have all rights under the contract. A Contractowner who is a custodian or trustee may provide certain ownership rights to the Participant/Annuitant. According to Indiana law, the assets of the VAA are held for the exclusive benefit of all Contractowners and their designated Beneficiaries; and the assets of the VAA are not chargeable with liabilities arising from any other business that we may conduct. Qualified contracts may not be assigned or transferred except as permitted by applicable law and upon written notification to us. Assignments may have an adverse impact on any Death Benefits or benefits offered under living benefit riders in this product and may be prohibited under the terms of a particular feature. We assume no responsibility for the validity or effect of any assignment. Consult your tax adviser about the tax consequences of an assignment.

Contractowner Questions

The obligations to purchasers under the contracts are those of Lincoln Life. This prospectus provides a general description of the material features of the contract. Contracts, endorsements and riders may vary as required by state law. Questions about your contract should be directed to us at 1-800-234-3500.

Annuity Payouts

Available Annuity Commencement Dates and Annuity Payout options are specified in the Plan or by the Plan sponsor.

The contract provides optional forms of payouts of annuities (annuity options), each of which is payable on a fixed basis. The contract provides that all or part of the Contract Value may be used to purchase an Annuity Payout option.

You or the Annuitant/Participant, if authorized by the Contractowner, may elect Annuity Payouts in monthly, quarterly, semiannual or annual installments. If the payouts would be or become less than $50, we have the right to reduce their frequency until the payouts are at least $50 each. The amount of each Annuity Payout will depend upon the frequency of payout you select. For example, if you select frequent payments (e.g., monthly), the amount of each payout will be lower than if you choose a less frequent payout (e.g., annual installments). Also, the amount of each Annuity Payout will depend upon the duration of payout you select. For example, if you choose the Life Annuity option, the amount of each payout likely will be higher than if you choose the Joint Life Annuity since the Life Annuity assumes a shorter period of time than the Joint Life Annuity. Following are explanations of the annuity options available.

Annuity Options

Life Annuity with Guaranteed Period. This option guarantees periodic payouts during a designated period, usually 10, 15 or 20 years, and then continues throughout the lifetime of the Annuitant. The designated period is selected by the Plan.

Life Annuity. This option offers a periodic payout during the lifetime of the Annuitant and ends with the last payout before the death of the Annuitant. This option offers the highest periodic payout since there is no guarantee of a minimum number of payouts or provision for a Death Benefit for Beneficiaries. However, there is the risk under this option that the recipient would receive no payouts if the Annuitant dies before the date set for the first payout; only one payout if death occurs before the second scheduled payout, and so on. The Annuitant must be under age 81 to elect this option.

Joint Life Annuity. This option offers a periodic payout during the joint lifetime of the Annuitant and a designated joint annuitant. The payouts continue during the lifetime of the survivor.

Joint Life and Two Thirds to Survivor Annuity. This option provides a periodic payout during the joint lifetime of the Annuitant and a designated joint Annuitant. When one of the joint Annuitants dies, the survivor receives two thirds of the periodic payout made when both were alive.

If any payee dies after an Annuity Payout becomes operative, then we will pay the following to the payee's estate (unless otherwise specified in the election option):

the present value of unpaid payments under the payouts guaranteed for designated period or life annuity with payouts guaranteed for designated period;

• the amount payable at the death of the payee under the unit refund life annuity; or

• the proceeds remaining with Lincoln Life under the payouts guaranteed for designated amount or interest income, if available.

If the annuity settlement has been selected and becomes operative, when the last payee dies, we will pay the remainder of the contract in a single sum to the last payee's estate (unless otherwise specified in the election option).

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General Information

None of the options listed above currently provides withdrawal features, permitting the Contractowner or Participant to withdraw commuted values as a lump sum payment. Other options, with or without withdrawal features, may be made available by us. Options are only available to the extent they are consistent with the requirements of the contract as well as Sections 72(s) and 401 (a)(9) of the tax code, if applicable.

You or the Participant, if allowed, must give us at least 30 days notice before the date on which you want payouts to begin. If proceeds become available to a Beneficiary in a lump sum, the Beneficiary may choose any Annuity Payout option. We may require proof of age, sex, or survival of any payee upon whose age, sex, or survival payments depend.

Unless you select another option, the contract automatically provides for a life annuity with Annuity Payouts guaranteed for 10 years except when a joint life payout is required by law. Under any option providing for guaranteed period payouts, the number of payouts which remain unpaid at the date of the Annuitant’s death (or surviving Annuitant’s death in case of joint life annuity) will be paid to the Beneficiary as payouts become due after we are in receipt of:

• proof, satisfactory to us, of the death;

• written authorization for payment; and

• all claim forms, fully completed.

Once you begin to receive Annuity Payouts, you cannot change the payout option, payout amount, or payout period.

Federal Tax Matters

Introduction

The Federal income tax treatment of the contract is complex and sometimes uncertain. The Federal income tax rules may vary with your particular circumstances. This discussion does not include all the Federal income tax rules that may affect you and your contract. This discussion also does not address other Federal tax consequences (including consequences of sales to foreign individuals or entities), or state or local tax consequences, associated with the contract. As a result, you should always consult a tax adviser about the application of tax rules found in the Internal Revenue Code (“Code”), Treasury Regulations and applicable IRS guidance to your individual situation.

Qualified Retirement Plans

We have designed the contracts for use in connection with certain types of retirement plans that receive favorable treatment under the tax code. Contracts issued to or in connection with a qualified retirement plan are called “qualified contracts.” We issue contracts for use with various types of qualified retirement plans. The Federal income tax rules applicable to those plans are complex and varied. As a result, this prospectus does not attempt to provide more than general information about the use of the contract with the various types of qualified retirement plans. Persons planning to use the contract in connection with a qualified retirement plan should obtain advice from a competent tax adviser.

Types of Qualified Contracts and Terms of Contracts

Qualified retirement plans may include the following:

• Individual Retirement Accounts and Annuities (“Traditional IRAs”)

• Roth IRAs

• Traditional IRA that is part of a Simplified Employee Pension Plan (“SEP”)

• SIMPLE 401(k) plans (Savings Incentive Matched Plan for Employees)

• 401(a) / (k) plans (qualified corporate employee pension and profit-sharing plans)

• 403(a) plans (qualified annuity plans)

• 403(b) plans (public school system and tax-exempt organization annuity plans)

• 457(b) plans (deferred compensation plans for state and local governments and tax-exempt organizations)

We will amend the contract to be used with a qualified retirement plan as generally necessary to conform to the tax law requirements for the type of Plan. However, the rights of a person to any qualified retirement plan benefits may be subject to the Plan's terms and conditions. In addition, we are not bound by the terms and conditions of qualified retirement plans to the extent such terms and conditions contradict the contract, unless we consent.

If your contract was issued pursuant to a 403(b) plan, we now are generally required to confirm, with your 403(b) plan sponsor or otherwise, that contributions (Purchase Payments), as well as surrenders, loans or transfers you request, comply with applicable tax requirements and to decline Purchase Payments or requests that are not in compliance. We will defer crediting Purchase Payments

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we receive or processing payments you request until all information required under the tax law has been received. By directing Purchase Payments to the contract or requesting a surrender, loan or transfer, you consent to the sharing of confidential information about you, the contract, and transactions under the contract and any other 403(b) contracts or accounts you have under the 403(b) plan among us, your employer or Plan sponsor, any Plan administrator or recordkeeper, and other product providers.

Also, for 403(b) contracts issued on or after January 1, 2009, amounts attributable to employer contributions are subject to restrictions on withdrawals specified in your employer's 403(b) plan, in order to comply with new tax regulations (previously, only amounts attributable to your salary-reduction contributions were subject to withdrawal restrictions). Amounts transferred to a 403(b) contract from other 403(b) contracts or accounts must generally be subject to the same restrictions on withdrawals applicable under the prior contract or account.

Tax Deferral on Earnings

The Federal income tax law generally does not tax any increase in your Contract Value until you receive a contract distribution. However, for this general rule to apply, certain requirements must be satisfied:

• An individual must own the contract (or the tax law must treat the contract as owned by an individual).

• The investments of the VAA must be “adequately diversified” in accordance with IRS regulations.

• Your right to choose particular investments for a contract must be limited.

• The Annuity Commencement Date must not occur near the end of the Annuitant’s life expectancy.

Investments in the VAA Must Be Diversified

For a contract to be treated as an annuity for Federal income tax purposes, the investments of the VAA must be “adequately diversified.” Treasury regulations define standards for determining whether the investments of the VAA are adequately diversified. If the VAA fails to comply with these diversification standards, you could be required to pay tax currently on the excess of the Contract Value over the contract Purchase Payments. Although we do not control the investments of the underlying investment options, we expect that the underlying investment options will comply with the Treasury regulations so that the VAA will be considered “adequately diversified.”

Restrictions

Federal income tax law limits your right to choose particular investments for the contract. Because the IRS has issued little guidance specifying those limits, the limits are uncertain and your right to allocate Contract Values among the Subaccounts may exceed those limits. If so, you would be treated as the owner of the assets of the VAA and thus subject to current taxation on the income, bonus credits, persistency credits and gains, if applicable, from those assets. We do not know what limits may be set by the IRS in any guidance that it may issue and whether any such limits will apply to existing contracts. We reserve the right to modify the contract without your consent to try to prevent the tax law from considering you as the owner of the assets of the VAA.

Tax Treatment of Qualified Contracts

The Federal income tax rules applicable to qualified retirement plans and qualified contracts vary with the type of Plan and contract. For example,

• Federal tax rules limit the amount of Purchase Payments or contributions that can be made, and the tax deduction or exclusion that may be allowed for the contributions. These limits vary depending on the type of qualified retirement plan and the Participant’s specific circumstances (e.g., the Participant’s compensation).

• Minimum annual distributions are required under some qualified retirement plans once you reach age 70½ or retire, if later as described below.

• Under most qualified plans, such as a traditional IRA, the owner must begin receiving payments from the contract in certain minimum amounts by a certain age, typically age 70½. Other qualified plans may allow the Participant to take required distributions upon the later of reaching age 70½ or retirement.

Please note that qualified retirement plans such as 403(b) plans, 401(k) plans and IRAs generally defer taxation of contributions and earnings until distribution. As such, an annuity does not provide any additional tax deferral benefit beyond the qualified retirement plan itself.

Tax Treatment of Payments

The Federal income tax rules generally include distributions from a qualified contract in the Participant's income as ordinary income. These taxable distributions will include contributions that were deductible or excludible from income. Thus, under many qualified contracts, the total amount received is included in income since a deduction or exclusion from income was taken for contributions to the contract. There are exceptions. For example, you do not include amounts received from a Roth IRA in income if certain conditions are satisfied.

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Required Minimum Distributions (RMDs)

Under most qualified plans, you must begin receiving payments from the contract in certain minimum amounts by April 1 of the year following the year you attain age 70½ or retire, if later. You are required to take distributions from your traditional IRAs by April 1 of the year following the year you reach age 70½. If you own a Roth IRA, you are not required to receive minimum distributions from your Roth IRA during your life.

Failure to comply with the minimum distribution rules applicable to certain qualified plans, such as Traditional IRAs, will result in the imposition of an excise tax. This excise tax equals 50% of the amount by which a minimum required distribution exceeds the actual distribution from the qualified plan.

Treasury regulations applicable to required minimum distributions include a rule that may impact the distribution method you have chosen and the amount of your distributions. Under these regulations, the presence of an enhanced Death Benefit, or other benefit, if any, may require you to take additional distributions. An enhanced Death Benefit is any Death Benefit that has the potential to pay more than the Contract Value or a return of investment in the contract. Please contact your tax adviser regarding any tax ramifications.

Additional Tax on Early Distributions from Qualified Retirement Plans

The tax code may impose a 10% additional tax on an early distribution from a qualified contract that must be included in income. The tax code does not impose the additional tax if one of several exceptions applies. The exceptions vary depending on the type of qualified contract you purchase. For example, in the case of an IRA, the 10% additional tax will not apply to any of the following withdrawals, surrenders, or Annuity Payouts:

• Distribution received on or after the Annuitant reaches 59½

• Distribution received on or after the Annuitant’s death or because of the Annuitant’s disability (as defined in the tax law)

• Distribution received as a series of substantially equal periodic payments based on the Annuitant’s life (or life expectancy), or

• Distribution received as reimbursement for certain amounts paid for medical care.

These exceptions, as well as certain others not described here, generally apply to taxable distributions from other qualified retirement plans. However, the specific requirements of the exception may vary.

Unearned Income Medicare Contribution

Congress enacted the “Unearned Income Medicare Contribution” as a part of the Health Care and Education Reconciliation Act of 2010. This tax affects individuals whose modified adjusted gross income exceeds certain thresholds, is a 3.8% tax on the lesser of (i) the individual’s “unearned income,” or (ii) the dollar amount by which the individual’s modified adjusted gross income exceeds the applicable threshold. Distributions that you take from your contract are not included in the calculation of unearned income because your contract is a qualified plan contract. However, the amount of any such distribution is included in determining whether you exceed the modified adjusted gross income threshold. Please consult your tax advisor to determine whether your annuity distributions are subject to this tax.

Taxation of Death Benefits

We may distribute amounts from your contract because of your death. Federal tax rules may limit the payment options available to your Beneficiaries. If your spouse is your Beneficiary, your surviving spouse will generally receive special treatment and will have more available payment options. Non-spouse beneficiaries do not receive the same special treatment. Payment options may be further limited depending upon whether you reached the date upon which you were required to begin minimum distributions. The Pension Protection Act of 2006 (“PPA”) permits non-spouse Beneficiary rollovers to an “inherited IRA” (effective January 1, 2007).

Transfers and Direct Rollovers

As a result of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), you may be able to move funds between different types of qualified plans, such as 403(b) and 457(b) governmental plans, by means of a rollover or transfer. You may be able to rollover or transfer amounts between qualified plans and traditional IRAs. These rules do not apply to Roth IRAs and 457(b) non-governmental tax-exempt plans. There are special rules that apply to rollovers, direct rollovers and transfers (including rollovers or transfers or after-tax amounts). If the applicable rules are not followed, you may incur adverse Federal income tax consequences, including paying taxes which you might not otherwise have had to pay. Before we send a rollover distribution, we will provide a notice explaining tax withholding requirements (see Federal Income Tax Withholding). We are not required to send you such notice for your IRA. You should always consult your tax adviser before you move or attempt to move any funds.

The IRS issued Announcement 2014-32 confirming its intent to apply the one-rollover-per-year limitation of 408(d)(3)(B) on an aggregate basis to all IRAs that an individual owns. This means that an individual cannot make a tax-free IRA-to-IRA rollover if he or she has made such a rollover involving any of the individuals IRAs in the current tax year. If an intended rollover does not qualify for tax-free rollover treatment, contributions to your IRA may constitute excess contributions that may exceed contribution limits. This one-rollover-per-year limitation does not apply to direct trustee-to-trustee transfers.

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Direct Conversions and Recharacterizations

The Pension Protection Act of 2006 (PPA) permits direct conversions from certain qualified, retirement, 403(b) or 457(b) plans to Roth IRAs (effective for distributions after 2007). You are also permitted to recharacterize your traditional IRA contribution as a Roth IRA contribution, and to recharacterize your Roth IRA contribution as a traditional IRA contribution. The deadline for the recharacterization is the due date (including extensions) for your individual income tax return for the year in which the contribution was made. Upon recharacterization, you are treated as having made the contribution originally to the second IRA account. The recharacterization does not count toward the one-rollover-per-year limitation described above.

Effective for tax years beginning after December 31, 2017, pursuant to the Tax Cuts and Jobs Act (Pub. L. No. 115-97), recharacterizations are no longer allowed in the case of a conversion from a non-Roth account or annuity to a Roth IRA. This limitation applies to conversions made from pre-tax accounts under an IRA, qualified retirement plan, 403(b) plan, or 457(b) plan. Roth IRA conversions made in 2017 may be recharacterized as a contribution to a traditional IRA if the recharacterization is completed by October 15, 2018.

There are special rules that apply to conversions and recharacterizations, and if they are not followed, you may incur adverse Federal income tax consequences. You should consult your tax advisor before completing a conversion or recharacterization.

Federal Income Tax Withholding

We will withhold and remit to the IRS a part of the taxable portion of each distribution made under a contract unless you notify us in writing prior to the distribution that tax is not to be withheld. In certain circumstances, Federal income tax rules may require us to withhold tax. At the time a withdrawal, surrender, or Annuity Payout is requested, we will give you an explanation of the withholding requirements.

Certain payments from your contract may be considered eligible rollover distributions (even if such payments are not being rolled over). Such distributions may be subject to special tax withholding requirements. The Federal income tax withholding rules require that we withhold 20% of the eligible rollover distribution from the payment amount, unless you elect to have the amount directly transferred to certain qualified plans or contracts. The IRS requires that tax be withheld, even if you have requested otherwise. Such tax withholding requirements are generally applicable to 401(a), 403(a) or (b), HR 10, and 457(b) governmental plans and contracts used in connection with these types of plans.

Nonqualified Annuity Contracts

A nonqualified annuity is a contract not issued in connection with an IRA or a qualified retirement plan receiving special tax treatment under the tax code. These contracts are not intended for use with nonqualified annuity contracts. Different federal tax rules apply to nonqualified annuity contracts. Persons planning to use the contract in connection with a nonqualified annuity should obtain advice from a tax advisor.

Our Tax Status

Under existing Federal income tax laws, we do not pay tax on investment income and realized capital gains of the VAA. We do not expect that we will incur any Federal income tax liability on the income and gains earned by the VAA. However, the Company does expect, to the extent permitted under Federal tax law, to claim the benefit of the foreign tax credit as the owner of the assets of the VAA. Therefore, we do not impose a charge for Federal income taxes. If Federal income tax law changes and we must pay tax on some or all of the income and gains earned by the VAA, we may impose a charge against the VAA to pay the taxes.

Changes in the Law

The above discussion is based on the tax code, related regulations, and interpretations existing on the date of this prospectus. However, Congress, the IRS, and the courts may modify these authorities, sometimes retroactively.

Voting Rights

As required by law, we will vote the fund shares held in the VAA at meetings of the shareholders of the fund. The voting will be done according to the instructions of the Contractowners who have interests in the Subaccount which invests in the fund. If the 1940 Act or any regulation under it should be amended or if present interpretations should change, and if as a result we determine that we are permitted to vote the fund shares in our own right, we may elect to do so.

The number of votes which you have the right to cast will be determined by applying your percentage interest in a Subaccount to the total number of votes attributable to the Subaccount. In determining the number of votes, fractional shares will be recognized.

The underlying fund is subject to the laws of the state in which it is organized concerning, among other things, the matters which are subject to a shareholder vote, the number of shares which must be present in person or by proxy at a meeting of shareholders (a “quorum”), and the percentage of such shares present in person or by proxy which must vote in favor of matters presented. Because

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shares of the underlying fund held in the VAA are owned by us, and because under the 1940 Act we will vote all such shares in the same proportion as the voting instructions which we receive, it is important that each Contractowner provide their voting instructions to us. Even though Contractowners may choose not to provide voting instruction, the shares of a fund to which such Contractowners would have been entitled to provide voting instruction will be voted by us in the same proportion as the voting instruction which we actually receive. For funds affiliated with Lincoln, shares of a fund to which such Contractowners would have been entitled to provide voting instruction will, once we receive a sufficient number of instructions we deem appropriate to ensure a fair representation of Contractowners eligible to vote, be voted by us in the same proportion as the voting instruction which we actually receive. As a result, the instruction of a small number of Contractowners could determine the outcome of matters subject to shareholder vote. All shares voted by us will be counted when the underlying fund determines whether any requirement for a minimum number of shares be present at such a meeting to satisfy a quorum requirement has been met. Voting instructions to abstain on any item to be voted on will be applied proportionately to reduce the number of votes eligible to be cast.

Whenever a shareholders meeting is called, we will provide or make available to each person having a voting interest in a Subaccount proxy voting material, reports and other materials relating to the fund. Since the fund engages in shared funding, other persons or entities besides Lincoln Life may vote fund shares. See Investments of the Variable Annuity Account – Fund Shares.

Distribution of the Contracts

Lincoln Financial Distributors (“LFD”) serves as Principal Underwriter of this contract. LFD is affiliated with Lincoln Life and is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934 and is a member of FINRA. The Principal Underwriter has entered into selling agreements with Lincoln Financial Advisors (“LFA”), also an affiliate of ours. The Principal Underwriter has also entered into selling agreements with broker-dealers that are unaffiliated with us. While the Principal Underwriter has the legal authority to make payments to broker-dealers which have entered into selling agreements, we will make such payments on behalf of the Principal Underwriter in compliance with appropriate regulations. We also pay on behalf of LFD certain of its operating expenses related to the distribution of this and other of our contracts. The following paragraphs describe how payments are made by us and The Principal Underwriter to various parties.

Compensation Paid to LFA. The maximum compensation the Principal Underwriter pays to LFA is 1.00% based on assets in the retirement plan, which include assets in this contract. Alternatively, LFA may elect to receive a lower rate of compensation. No commission is paid for the sale of this contract.

Lincoln Life also pays for the operating and other expenses of LFA, including the following sales expenses: sales representative training allowances; compensation and bonuses for LFA's management team; advertising expenses; and all other expenses of distributing the contracts. LFA pays its sales representatives a portion of the commissions received for their sales of contracts. LFA sales representatives and their managers are also eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash compensation items that we may provide jointly with LFA. Non-cash compensation items may include conferences, seminars, trips, entertainment, merchandise and other similar items. In addition, LFA sales representatives who meet certain productivity, persistency and length of service standards and/or their managers may be eligible for additional compensation. Sales of the contracts may help LFA sales representatives and/or their managers qualify for such benefits. LFA sales representatives and their managers may receive other payments from us for services that do not directly involve the sale of the contracts, including payments made for the recruitment and training of personnel, production of promotional literature and similar services.

Compensation Paid to Unaffiliated Selling Firms. The maximum compensation the Principal Underwriters pays to Selling Firms, other than LFA, is 1.00% based on assets in the retirement plan, which include assets in this contract. Alternatively, some Selling Firms may elect to receive a lower rate of compensation. No commission is paid for the sale of this contract. LFD also acts as wholesaler of the contracts and performs certain marketing and other functions in support of the distribution and servicing of the contracts.

LFD may pay certain Selling Firms or their affiliates additional amounts for: (1) “preferred product” treatment of the contracts in their marketing programs, which may include marketing services and increased access to sales representatives; (2) sales promotions relating to the contracts; (3) costs associated with sales conferences and educational seminars for their sales representatives; (4) other sales expenses incurred by them; and (5) inclusion in the financial products the Selling Firm offers.

Lincoln Life may provide loans to broker-dealers or their affiliates to help finance marketing and distribution of the contracts, and those loans may be forgiven if aggregate sales goals are met. In addition, we may provide staffing or other administrative support and services to broker-dealers who distribute the contracts. LFD, as wholesaler, may make bonus payments to certain Selling Firms based on aggregate sales of our variable insurance contracts (including the contracts) or persistency standards. These additional payments are not offered to all Selling Firms, and the terms of any particular agreement governing the payments may vary among Selling Firms.

These additional types of compensation are not offered to all Selling Firms. The terms of any particular agreement governing compensation may vary among Selling Firms and the amounts may be significant. The prospect of receiving, or the receipt of, additional compensation may provide Selling Firms and/or their registered representatives with an incentive to favor sales of the contracts over other variable annuity contracts (or other investments) with respect to which a Selling Firm does not receive additional compensation, or

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lower levels of additional compensation. You may wish to take such payment arrangements into account when considering and evaluating any recommendation relating to the contracts. Additional information relating to compensation paid in 2014 is contained in the Statement of Additional Information (SAI).

Compensation Paid to Other Parties. Depending on the particular selling arrangements, there may be others whom LFD compensates for the distribution activities. For example, LFD may compensate certain “wholesalers”, who control access to certain selling offices, for access to those offices or for referrals, and that compensation may be separate from the compensation paid for sales of the contracts. LFD may compensate marketing organizations, associations, brokers or consultants which provide marketing assistance and other services to broker-dealers who distribute the contracts, and which may be affiliated with those broker-dealers. Commissions and other incentives or payments described above are not charged directly to Contractowners or the Fund. All compensation is paid from our resources, which include fees and charges imposed on your contract.

Return Privilege

Within the free-look period after you receive the contract, you may cancel it for any reason by delivering or mailing it postage prepaid, to The Lincoln National Life Insurance Company at PO Box 2340, Fort Wayne, IN 46801-2340. A contract canceled under this provision will be void. Except as explained in the following paragraph, we will return the Contract Value as of the Valuation Date on which we receive the cancellation request. A purchaser who participates in the VAA is subject to the risk of a market loss on the Contract Value during the free-look period.

For contracts written in those states whose laws require that we assume this market risk during the free-look period, a contract may be canceled, subject to the conditions explained before, except that we will return the greater of the Purchase Payment(s) or Contract Value as of the Valuation Date we receive the cancellation request.

State Regulation

As a life insurance company organized and operated under Indiana law, we are subject to provisions governing life insurers and to regulation by the Indiana Commissioner of Insurance. Our books and accounts are subject to review and examination by the Indiana Department of Insurance at all times. A full examination of our operations is conducted by that Department at least every five years.

Records and Reports

As presently required by the 1940 Act and applicable regulations, we are responsible for maintaining all records and accounts relating to the VAA. We have entered into an agreement with State Street Bank and Trust Company, 801 Pennsylvania Ave, Kansas City, MO 64105, to provide accounting services to the VAA. We will mail to you, at your last known address of record at the Home Office, at least semi-annually after the first Contract Year, reports containing information required by that Act or any other applicable law or regulation.

Cyber Security

We rely heavily on interconnected computer systems and digital data to conduct our variable products business. Because our business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyber-attacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized release of confidential customer information. Such systems failures and cyber-attacks affecting us, any third-party administrator, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, systems failures and cyber-attacks may interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate Accumulation Unit value, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber security risks may also impact the issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. There can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your contract due to cyber-attacks or information security breaches in the future.

25

Other Information

You may elect to receive your prospectus, prospectus supplements, quarterly statements, and annual and semiannual reports electronically over the Internet, if you have an e-mail account and access to an Internet browser. Once you select eDelivery, via the Internet Service Center, all documents available in electronic format will no longer be sent to you in hard copy. You will receive an e-mail notification when the documents become available online. It is your responsibility to provide us with your current e-mail address. You can resume paper mailings at any time without cost, by updating your profile at the Internet Service Center, or contacting us. To learn more about this service, please log on to www.LincolnFinancial.com, select service centers and continue on through the Internet Service Center.

Legal Proceedings

In the ordinary course of its business and otherwise, the Company and its subsidiaries or its separate accounts and Principal Underwriter may become or are involved in various pending or threatened legal proceedings, including purported class actions, arising from the conduct of its business. In some instances, the proceedings include claims for unspecified or substantial punitive damages and similar types of relief in addition to amounts for alleged contractual liability or requests for equitable relief.

After consultation with legal counsel and a review of available facts, it is management’s opinion that the proceedings, after consideration of any reserves and rights to indemnification, ultimately will be resolved without materially affecting the consolidated financial position of the Company and its subsidiaries, or the financial position of its separate accounts or Principal Underwriter. However, given the large and indeterminate amounts sought in certain of these proceedings and the inherent difficulty in predicting the outcome of such legal proceedings, it is reasonably possible that an adverse outcome in certain matters could be material to the Company's operating results for any particular reporting period. Please refer to the Statement of Additional Information for possible additional information regarding legal proceedings.

26

Statement of Additional Information
Table of Contents for Lincoln National Variable Annuity Account L

Item	Page
Special Terms	B-2
Services	B-2
Principal Underwriter	B-2
Purchase and Pricing of Securities Being Offered	B-2
Determination of Accumulation Unit Value	B-2
Capital Markets	B-3
Advertising & Ratings	B-3
Unclaimed Property	B-3
Other Information	B-4
Financial Statements	B-4

For a free copy of the SAI complete the form below.

Statement of Additional Information Request Card
Lincoln Secured Retirement Income^SM Version 3
Lincoln National Variable Annuity Account L

Please send me a free copy of the current Statement of Additional Information for Lincoln National Variable Annuity Account L / Lincoln Secured Retirement Income^SM Version 3.

(Please Print)

Name: 

Address: 

City 

State 

Zip 

Mail to: The Lincoln National Life Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801

27

Appendix A—Condensed Financial Information

Accumulation Unit Values

The following information relates to Accumulation Unit values and Accumulation Units for funds in the periods ended December 31. It should be read along with the VAA’s financial statement and notes which are included in the SAI.

	Accumulation unit value		Number of accumulation units
	Beginning of period	End of period
	(Accumulation unit value in dollars and Number of accumulation units in thousands)
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class
2014	10.644	10.634	63
2015	10.634	10.229	113
2016	10.229	10.625	104
2017	10.625	12.092	108
2018	12.092	11.384	96

A-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

Lincoln Secured Retirement Income^SM Version 3
Lincoln National Variable Annuity Account L  (Registrant)

The Lincoln National Life Insurance Company  (Depositor)

Statement of Additional Information (SAI)

This SAI should be read in conjunction with the Lincoln Secured Retirement Income^SM Version 3 prospectus of Lincoln National Variable Annuity Account L dated May 1, 2019. You may obtain a copy of the Lincoln Secured Retirement Income^SM Version 3 prospectus on request and without charge. Please write Customer Service, The Lincoln National Life Insurance Company, PO Box 2340, Fort Wayne, IN 46802, or call 1-800-234-3500.

Table of Contents

Item	Page
Special Terms	B-2
Services	B-2
Principal Underwriter	B-2
Purchase of Securities Being Offered	B-2
Determination of Accumulation and Annuity Unit Value	B-2

Item	Page
Capital Markets	B-3
Advertising & Ratings	B-3
Unclaimed Property	B-3
Other Information	B-3
Financial Statements	B-4

 

This SAI is not a prospectus.
The date of this SAI is May 1, 2019.

Special Terms

The special terms used in this SAI are the ones defined in the prospectus.

Services

Independent Registered Public Accounting Firm

Ernst & Young LLP, independent registered public accounting firm, One Commerce Square, 2005 Market Street, Suite 700, Philadelphia, Pennsylvania, 19103, has audited a) the financial statements of each of the subaccounts listed in the appendix to the opinion that comprise Lincoln National Variable Annuity Account L, as of December 31, 2018, the related statements of operations and the statements of changes in net assets for each of the periods indicated in the appendix to the opinion; and b) the consolidated financial statements of The Lincoln National Life Insurance Company as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 as set forth in their reports, which are included in this SAI and Registration Statement. The aforementioned financial statements are included herein in reliance on Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing.

Keeper of Records

All accounts, books, records and other documents which are required to be maintained for the VAA are maintained by us or by third parties responsible to Lincoln Life. We have entered into an agreement with State Street Bank and Trust Company, 801 Pennsylvania Ave, Kansas City, MO 64105, to provide accounting services to the VAA. No separate charge against the assets of the VAA is made by us for this service.

Principal Underwriter

Lincoln Financial Distributors, Inc. (“LFD”), an affiliate of Lincoln Life, serves as principal underwriter (the “Principal Underwriter”) for the contracts, as described in the prospectus. The Principal Underwriter offers the contracts to the public on a continuous basis and anticipates continuing to offer the contracts, but reserves the right to discontinue the offering. The Principal Underwriter offers the contracts through sales representatives, who are associated with Lincoln Financial Advisors Corporation and/or Lincoln Financial Securities Corporation (collectively, “LFN”), our affiliates. The Principal Underwriter also may enter into selling agreements with other broker-dealers (“Selling Firms”) for the sale of the contracts. Sales representatives of Selling Firms are appointed as our insurance agents. LFD, acting as Principal Underwriter, paid $1,500,645, $1,413,794 and $1,425,415 to LFN and Selling Firms in 2016, 2017 and 2018 respectively, as sales compensation with respect to all the contracts offered under the VAA. The Principal Underwriter retained no underwriting commissions for the sale of the contracts.

Purchase of Securities Being Offered

The variable annuity contracts are offered to the public through licensed insurance agents who specialize in selling our products; through independent insurance brokers; and through certain securities brokers/dealers selected by us whose personnel are legally authorized to sell annuity products. There are no special purchase plans for any class of prospective buyers. However, under certain limited circumstances described in the prospectus under the section Charges and Other Deductions, any applicable account fee and/or surrender charge may be reduced or waived.

Both before and after the Annuity Commencement Date, there are exchange privileges between Subaccounts, and from the VAA to the general account (if available) subject to restrictions set out in the prospectus. See The Contracts, in the prospectus. No exchanges are permitted between the VAA and other separate accounts.

The offering of the contracts is continuous.

Determination of Accumulation and Annuity Unit Value

A description of the days on which Accumulation and Annuity Units will be valued is given in the prospectus. The New York Stock Exchange's (NYSE) most recent announcement (which is subject to change) states that it will be closed on weekends and on these holidays: New Year's Day, Martin Luther King Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. If any of these holidays occurs on a weekend day, the Exchange may also be closed on the business day occurring just before or just after the holiday. It may also be closed on other days.

B-2

Since the portfolios of some of the funds and series will consist of securities primarily listed on foreign exchanges or otherwise traded outside the United States, those securities may be traded (and the net asset value of those funds and series and of the variable account could therefore be significantly affected) on days when the investor has no access to those funds and series.

Capital Markets

In any particular year, our capital may increase or decrease depending on a variety of factors — the amount of our statutory income or losses (which is sensitive to equity market and credit market conditions), the amount of additional capital we must hold to support business growth, changes in reserving requirements, our inability to secure capital market solutions to provide reserve relief, such as issuing letters of credit to support captive reinsurance structures, changes in equity market levels, the value of certain fixed-income and equity securities in our investment portfolio and changes in interest rates.

Advertising & Ratings

We may include in certain advertisements, endorsements in the form of a list of organizations, individuals or other parties which recommend Lincoln Life or the policies. Furthermore, we may occasionally include in advertisements comparisons of currently taxable and tax deferred investment programs, based on selected tax brackets, or discussions of alternative investment vehicles and general economic conditions.

Our financial strength is ranked and rated by nationally recognized independent rating agencies. The ratings do not imply approval of the product and do not refer to the performance of the product, or any separate account, including the underlying investment options. Ratings are not recommendations to buy our products. Each of the rating agencies reviews its ratings periodically. Accordingly, all ratings are subject to revision or withdrawal at any time by the rating agencies, and therefore, no assurance can be given that these ratings will be maintained. The current outlook for the insurance subsidiaries is stable for Moody’s, A.M. Best and Standard & Poor’s, and positive for Fitch. Our financial strength ratings, which are intended to measure our ability to meet contract holder obligations, are an important factor affecting public confidence in most of our products and, as a result, our competitiveness. A downgrade of our financial strength rating could affect our competitive position in the insurance industry by making it more difficult for us to market our products as potential customers may select companies with higher financial strength ratings and by leading to increased withdrawals by current customers seeking companies with higher financial strength ratings. For more information on ratings, including outlooks, see www.LincolnFinancial.com/investor.

Annuity Payout Illustrations. These will provide an initial benefit payment based in part on the Annuitant, the Contract Value and the fixed and/or variable Annuity Payout option elected. In addition, variable Annuity Payout illustrations may show the historical results of a variable payout in a Subaccount of the VAA.

Compound Interest Illustrations—These will emphasize several advantages of the variable annuity contract. For example, but not by way of illustration, the literature may emphasize the potential tax savings through tax deferral; the potential advantage of the variable annuity account over the fixed account; and the compounding effect when a client makes regular deposits to his or her contract.

Internet—An electronic communications network which may be used to provide information regarding Lincoln Life, performance of the subaccounts and advertisement literature.

Unclaimed Property

We have entered into a Global Resolution Agreement with a third party auditor representing multiple states and jurisdictions. Under the terms of the Global Resolution Agreement, the third party auditor has compared expanded matching criteria to the Social Security Master Death File (“SSMDF”) to identify deceased insureds and policy or contract holders where a valid claim has not been made. We have also entered into a Regulatory Settlement Agreement with multiple states and jurisdictions. The Regulatory Settlement Agreement applies prospectively and requires us to adopt and implement additional procedures comparing our records to the SSMDF to identify unclaimed death benefits and prescribes procedures for identifying and locating beneficiaries once deaths are identified. Other jurisdictions that are not signatories to the Regulatory Settlement Agreement are conducting examinations and audits of our compliance with unclaimed property laws. Any escheatable property identified as a result of the audits and inquiries could result in additional payments of previously unclaimed death benefits or the payment of abandoned funds to U.S. jurisdictions.

Other Information

Due to differences in redemption rates, tax treatment or other considerations, the interests of policyholders under the variable life accounts could conflict with those of Contractowners under the VAA. In those cases, where assets from variable life and variable annuity separate accounts are invested in the same fund(s) (i.e., where mixed funding occurs), the Boards of Directors of the fund

B-3

involved will monitor for any material conflicts and determine what action, if any, should be taken. If it becomes necessary for any separate account to replace shares of any fund with another investment, that fund may have to liquidate securities on a disadvantageous basis. Refer to the prospectus for each fund for more information about mixed funding.

Financial Statements

The December 31, 2018 financial statements of the VAA and the December 31, 2018 consolidated financial statements of Lincoln Life appear on the following pages.

B-4

The Lincoln National Life Insurance Company

Consolidated Financial Statements

December 31, 2018 and 2017

Report of Independent Registered Public Accounting Firm

To the Stockholder and the Board of Directors of

The Lincoln National Life Insurance Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Lincoln National Life Insurance Company (the Company) as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income (loss), stockholder’s equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1966.

Philadelphia, Pennsylvania

March 13, 2019

1

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	As of December 31,
	2018		2017
ASSETS
Investments:
Available-for-sale securities, at fair value:
Fixed maturity securities (amortized cost:  2018 – $91,219; 2017 – $85,802)	$	92,787	$	93,340
Equity securities (cost:  2017 – $247)		-		246
Trading securities		1,869		1,533
Equity securities		99		-
Mortgage loans on real estate		13,190		10,662
Real estate		11		11
Policy loans		2,491		2,379
Derivative investments		1,081		845
Other investments		1,951		2,006
Total investments		113,479		111,022
Cash and invested cash		1,848		947
Deferred acquisition costs and value of business acquired		10,308		8,408
Premiums and fees receivable		568		394
Accrued investment income		1,087		1,052
Reinsurance recoverables		19,826		6,515
Reinsurance related embedded derivatives		188		-
Funds withheld reinsurance assets		563		598
Goodwill		1,782		1,368
Other assets		16,663		7,349
Separate account assets		132,833		144,219
Total assets	$	299,145	$	281,872
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities
Future contract benefits	$	33,884	$	22,063
Other contract holder funds		90,573		79,481
Short-term debt		288		10
Long-term debt		2,401		2,374
Reinsurance related embedded derivatives		-		51
Funds withheld reinsurance liabilities		4,860		4,348
Payables for collateral on investments		4,786		4,354
Other liabilities		13,201		6,527
Separate account liabilities		132,833		144,219
Total liabilities		282,826		263,427
Contingencies and Commitments (See Note 14)
Stockholder’s Equity
Common stock – 10,000,000 shares authorized, issued and outstanding		11,237		10,713
Retained earnings		4,423		4,405
Accumulated other comprehensive income (loss)		659		3,327
Total stockholder’s equity		16,319		18,445
Total liabilities and stockholder’s equity	$	299,145	$	281,872

See accompanying Notes to Consolidated Financial Statements

2

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

	For the Years Ended December 31,
	2018			2017			2016
Revenues
Insurance premiums	$	4,362		$	3,018		$	2,579
Fee income		5,733			5,369			5,171
Net investment income		4,844			4,760			4,631
Realized gain (loss):
Total other-than-temporary impairment losses on securities		(7	)		(18	)		(141	)
Portion of loss recognized in other comprehensive income		-			-			41
Net other-than-temporary impairment losses on securities recognized in earnings		(7	)		(18	)		(100	)
Realized gain (loss), excluding other-than-temporary impairment losses on securities		(85	)		(438	)		(410	)
Total realized gain (loss)		(92	)		(456	)		(510	)
Amortization of deferred gain on business sold through reinsurance		4			18			69
Other revenues		507			439			403
Total revenues		15,358			13,148			12,343
Expenses
Interest credited		2,589			2,558			2,527
Benefits		6,144			4,818			4,247
Commissions and other expenses		4,583			3,967			4,005
Interest and debt expense		136			126			116
Strategic digitization expense		76			43			8
Impairment of intangibles		-			905			-
Total expenses		13,528			12,417			10,903
Income (loss) before taxes		1,830			731			1,440
Federal income tax expense (benefit)		257			(1,287	)		267
Net income (loss)		1,573			2,018			1,173
Other comprehensive income (loss), net of tax:
Unrealized investment gains (losses)		(3,314	)		1,547			692
Funded status of employee benefit plans		2			(2	)		(1	)
Total other comprehensive income (loss), net of tax		(3,312	)		1,545			691
Comprehensive income (loss)	$	(1,739	)	$	3,563		$	1,864

See accompanying Notes to Consolidated Financial Statements

3

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

(in millions)

	For the Years Ended December 31,
	2018			2017			2016
Common Stock
Balance as of beginning-of-year	$	10,713		$	10,696		$	10,677
Capital contributions from Lincoln National Corporation		500			-			-
Stock compensation/issued for benefit plans		24			17			19
Balance as of end-of-year		11,237			10,713			10,696
Retained Earnings
Balance as of beginning-of-year		4,405			3,342			3,118
Cumulative effect from adoption of new accounting standards		(644	)		-			-
Net income (loss)		1,573			2,018			1,173
Dividends declared		(911	)		(955	)		(949	)
Balance as of end-of-year		4,423			4,405			3,342
Accumulated Other Comprehensive Income (Loss)
Balance as of beginning-of-year		3,327			1,782			1,091
Cumulative effect from adoption of new accounting standards		644			-			-
Other comprehensive income (loss), net of tax		(3,312	)		1,545			691
Balance as of end-of-year		659			3,327			1,782
Total stockholder’s equity as of end-of-year	$	16,319		$	18,445		$	15,820

See accompanying Notes to Consolidated Financial Statements

4

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	For the Years Ended December 31,
	2018			2017			2016
Cash Flows from Operating Activities
Net income (loss)	$	1,573		$	2,018		$	1,173
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred acquisition costs, value of business acquired, deferred sales inducements
and deferred front-end loads deferrals and interest, net of amortization		(108	)		(17	)		55
Trading securities purchases, sales and maturities, net		(120	)		120			165
Change in premiums and fees receivable		(87	)		34			(49	)
Change in accrued investment income		(6	)		19			8
Change in future contract benefits and other contract holder funds		1,105			(2,062	)		(2,036	)
Change in reinsurance related assets and liabilities		(1,233	)		1,001			542
Change in accrued expenses		(99	)		86			26
Change in federal income tax accruals		65			(1,502	)		146
Realized (gain) loss		92			456			511
Amortization of deferred (gain) loss on business sold through reinsurance		(4	)		(18	)		(69	)
Change in cash management agreement		329			(277	)		(66	)
Impairment of intangibles		-			905			-
Other		88			91			236
Net cash provided by (used in) operating activities		1,595			854			642
Cash Flows from Investing Activities
Purchases of available-for-sale securities and equity securities		(12,406	)		(9,887	)		(10,791	)
Sales of available-for-sale securities and equity securities		3,191			1,773			3,076
Maturities of available-for-sale securities		6,348			5,790			5,290
Purchase of common stock in acquisition, net of cash acquired		(1,410	)		-			-
Sale of business, net		(12	)		-			-
Purchases of alternative investments		(314	)		(357	)		(302	)
Sales and repayments of alternative investments		178			184			238
Proceeds from affiliate transfer of alternative investments		-			66			-
Issuance of mortgage loans on real estate		(2,920	)		(2,047	)		(2,127	)
Repayment and maturities of mortgage loans on real estate		1,048			1,145			877
Issuance and repayment of policy loans, net		20			49			91
Net change in collateral on investments, derivatives and related settlements		654			(374	)		435
Other		(191	)		(123	)		(99	)
Net cash provided by (used in) investing activities		(5,814	)		(3,781	)		(3,312	)
Cash Flows from Financing Activities
Capital contributions from Lincoln National Corporation		500			-			-
Payment of long-term debt, including current maturities		(13	)		(290	)		(250	)
Issuance of long-term debt, net of issuance costs		13			75			-
Issuance (payment) of short-term debt		278			(270	)		190
Proceeds from sales leaseback transaction		88			62			85
Deposits of fixed account values, including the fixed portion of variable		13,616			10,775			10,030
Withdrawals of fixed account values, including the fixed portion of variable		(5,957	)		(5,764	)		(5,449	)
Transfers to and from separate accounts, net		(2,469	)		(1,787	)		(1,308	)
Common stock issued for benefit plans		(25	)		(29	)		(22	)
Dividends paid		(911	)		(955	)		(949	)
Net cash provided by (used in) financing activities		5,120			1,817			2,327
Net increase (decrease) in cash, invested cash and restricted cash		901			(1,110	)		(343	)
Cash, invested cash and restricted cash as of beginning-of-year		947			2,057			2,400
Cash, invested cash and restricted cash as of end-of-year	$	1,848		$	947		$	2,057

See accompanying Notes to Consolidated Financial Statements

5

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nature of Operations

The Lincoln National Life Insurance Company (“LNL” or the “Company,” which also may be referred to as “we,” “our” or “us”), a wholly-owned subsidiary of Lincoln National Corporation (“LNC” or the “Parent Company”), is domiciled in the state of Indiana.  We own 100% of the outstanding common stock of two insurance company subsidiaries, Lincoln Life & Annuity Company of New York (“LLANY”) and Liberty Life Assurance Company of Boston (“Liberty Life” or “LLACB”).  We also own several non-insurance companies, including Lincoln Financial Distributors, our wholesale distributor, and Lincoln Financial Advisors Corporation, part of LNC’s retail distributor, Lincoln Financial Network.  LNL’s principal businesses consist of underwriting annuities, deposit-type contracts and life insurance through multiple distribution channels.  LNL is licensed and sells its products throughout the U.S. and several U.S. territories.  See Note 21 for additional information.

Basis of Presentation

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

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of LNL and all other entities in which we have a controlling financial interest and any variable interest entities (“VIEs”) in which we are the primary beneficiary.  As discussed in Note 3, on May 1, 2018, LNC and LNL completed the acquisition of LLACB.  We use the equity method of accounting to recognize all of our investments in limited liability partnerships.  All material inter-company accounts and transactions have been eliminated in consolidation. 

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

Accounting Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period.  Those estimates are inherently subject to change and actual results could differ from those estimates.  Included among the material (or potentially material) reported amounts and disclosures that require extensive use of estimates are:  fair value of certain invested assets and derivatives, other-than-temporary impairment (“OTTI”) and asset valuation allowances, deferred acquisition costs (“DAC”),  value of business acquired (“VOBA”), deferred sales inducements (“DSI”), goodwill, future contract benefits, other contract holder funds including deferred front-end loads (“DFEL”), pension plans, stock-based incentive compensation, income taxes and the potential effects of resolving litigated matters.

Business Combinations

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

Fair Value Measurement

Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset or non-performance risk (“NPR”), which would include our own credit risk.  Our estimate of an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as

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opposed to the price that would be paid to acquire the asset or receive a liability (“entry price”).  Pursuant to the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”),

we categorize our financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique.  The three-level hierarchy for fair value measurement is defined as follows:

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

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

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

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

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

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

Securities classified as available-for-sale (“AFS”) consist of fixed maturity securities and are stated at fair value with unrealized gains and losses included within accumulated other comprehensive income (loss) (“AOCI”), net of associated DAC, VOBA, DSI, future contract benefits, other contract holder funds and deferred income taxes. 

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

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

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

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

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

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

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

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

AFS Securities – Evaluation for Recovery of Amortized Cost

We regularly review our fixed maturity AFS securities (also referred to as “debt securities”) for declines in fair value that we determine to be other-than-temporary. 

For our debt securities, we generally consider the following to determine whether our debt securities with unrealized losses are other-than-temporarily impaired:

· The estimated range and average period until recovery;

· The estimated range and average holding period to maturity;

· Remaining payment terms of the security;

· Current delinquencies and nonperforming assets of underlying collateral;

· Expected future default rates;

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

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

· Contractual and regulatory cash obligations.

For a debt security, if we intend to sell a security, or it is more likely than not we will be required to sell a debt security before recovery of its amortized cost basis and the fair value of the debt security is below amortized cost, we conclude that an OTTI has occurred and the amortized cost is written down to current fair value, with a corresponding charge to realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).  If we do not intend to sell a debt security, or it is not more likely than not we will be required to sell a debt security before recovery of its amortized cost basis but the present value of the cash flows expected to be collected is less than the amortized cost of the debt security (referred to as the credit loss), we conclude that an OTTI has occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge to realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss), as this amount is deemed the credit portion of the OTTI.  The remainder of the decline to fair value is recorded in other comprehensive income (“OCI”) to unrealized OTTI on AFS securities on our Consolidated Statements of Stockholder’s Equity, as this amount is considered a noncredit (i.e., recoverable) impairment.

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

· The current economic environment and market conditions;

· Our business strategy and current business plans;

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

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

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

· The capital risk limits approved by management; and

· Our current financial condition and liquidity demands.

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

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

· Historical and implied volatility of the security;

· 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. 

In periods subsequent to the recognition of an OTTI, the AFS security is accounted for as if it had been purchased on the measurement date of the OTTI.  Therefore, for the fixed maturity AFS security, the original discount or reduced premium is reflected in net investment income over the contractual term of the investment in a manner that produces a constant effective yield.

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

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

· Fundamentals of the industry in which the issuer operates;

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

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

· Expectations regarding defaults and recovery rates;

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

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

Each quarter, we review the cash flows for the MBS to determine whether or not they are sufficient to provide for the recovery of our amortized cost.  We revise our cash flow projections only for those securities that are at most risk for impairment based on current credit enhancement and trends in the underlying collateral performance.  To determine recovery value of a MBS, we perform additional analysis related to the underlying issuer including, but not limited to, the following:

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

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

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

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

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

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

· Susceptibility to variability of prepayments.

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

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

Trading Securities

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

Equity Securities

As of January 1, 2018, equity securities are carried at fair value, and changes in fair value are recorded in realized gain (loss)on our Consolidated Statements of Comprehensive Income (Loss) as they occur.  Equity securities consist primarily of common stock of publicly-traded companies, privately placed securities and mutual fund shares.  We measure the fair value of our equity securities based on assumptions used by market participants in pricing the security.  The most appropriate valuation methodology is selected based on the specific characteristics of the equity security.  Fair values of publicly-traded equity securities are determined using quoted prices in active markets for identical or comparable securities.  When quoted prices are not available, we use valuation methodologies most appropriate for the specific asset.  Fair values for private placement securities are determined using discounted cash flow, earnings multiple and other valuation models.  The fair values of mutual fund shares that transact regularly are based on transaction prices of identical fund shares.

Alternative Investments

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

Payables for Collateral on Investments

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

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Mortgage Loans on Real Estate

Mortgage loans on real estate consist of commercial and residential mortgage loans and are carried at unpaid principal balances adjusted for amortization of premiums and accretion of discounts and are net of valuation allowances.  Interest income is accrued on the principal balance of the loan based on the loan’s contractual interest rate.  Premiums and discounts are amortized using the effective yield method over the life of the loan.  Interest income and amortization of premiums and discounts are reported in net investment income on our Consolidated Statements of Comprehensive Income (Loss) along with mortgage loan fees, which are recorded as they are incurred.

Our policy is to report loans that are 60 or more days past due, which equates to two or more payments missed, as delinquent.  We do not accrue interest on loans 90 days past due, and any interest received on these loans is either applied to the principal or recorded in net investment income on our Consolidated Statements of Comprehensive Income (Loss) when received, depending on the assessment of the collectability of the loan.  We resume accruing interest once a loan complies with all of its original terms or restructured terms.  Mortgage loans deemed uncollectible are charged against the valuation allowance, and subsequent recoveries, if any, are credited to the valuation allowance.  

We establish a valuation allowance to provide for the risk of credit losses inherent in our portfolio.  The valuation allowance includes specific valuation allowances for loans that are deemed to be impaired as well as general valuation allowances for pools of loans with similar risk characteristics where a property risk or market specific risk has not been identified but for which we anticipate a loss may occur. Loans are considered impaired when it is probable that, based upon current information and events, we will be unable to collect all amounts due under the contractual terms of the loan agreement.  When we determine that a loan is impaired, a specific valuation allowance is established for the excess carrying value of the loan over its estimated value.  The loan’s estimated value is based on:  the present value of expected future cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or the fair value of the loan’s collateral.  Changes in valuation allowances are reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).  General valuation allowances are primarily based on loss history adjusted for current conditions.

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

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

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

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

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

For residential mortgage loans, our primary credit quality indicator is whether the loan is performing or nonperforming.  We generally define nonperforming residential mortgage loans as those that are 60 or more days past due and/or in nonaccrual status.  There is generally a higher risk of experiencing credit losses when a residential mortgage loan is nonperforming.

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Policy Loans

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

Real Estate

Real estate includes both real estate held for the production of income and real estate held-for-sale.  Real estate held for the production of income is carried at cost less accumulated depreciation.  Depreciation is calculated on a straight-line basis over the estimated useful life of the asset.  We periodically review properties held for the production of income for impairment.  Properties whose carrying values are greater than their projected undiscounted cash flows are written down to estimated fair value, with impairment losses reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).  The estimated fair value of real estate is generally computed using the present value of expected future cash flows from the real estate discounted at a rate commensurate with the underlying risks.  Real estate classified as held-for-sale is stated at the lower of depreciated cost or fair value less expected disposition costs at the time classified as held-for-sale.  Real estate is not depreciated while it is classified as held-for-sale.  Also, valuation allowances are established, as appropriate, for real estate held-for-sale and any changes to the valuation allowances are reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).  Real estate acquired through foreclosure proceedings is recorded at fair value at the settlement date. 

Derivative Instruments

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

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into net income in the same period or periods during which the hedged transaction affects net income.  The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of designated future cash flows of the hedged item (hedge ineffectiveness), if any, is recognized in net income during the period of change.  For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in net income during the period of change in estimated fair values.  For derivative instruments not designated as hedging instruments, but that are economic hedges, the gain or loss is recognized in net income.

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

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

Cash and Invested Cash

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

DAC, VOBA, DSI and DFEL

Acquisition costs directly related to successful contract acquisitions or renewals of universal life insurance (“UL”), variable universal life insurance (“VUL”), traditional life insurance, annuities and other investment contracts have been deferred (i.e., DAC) to the extent recoverable.  VOBA is an intangible asset that reflects the estimated fair value of in-force contracts in a life insurance company acquisition and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the business in force at the acquisition date.  Bonus credits and excess interest for dollar cost averaging contracts are considered DSI.  Contract sales charges that are collected in the early years of an insurance contract are deferred (i.e., DFEL), and the unamortized balance is reported in other contract holder funds on our Consolidated Balance Sheets. 

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Both DAC and VOBA amortization, excluding amounts reported in realized gain (loss), is reported within commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss).  DSI amortization, excluding amounts reported in realized gain (loss), is reported in interest credited on our Consolidated Statements of Comprehensive Income (Loss).  The amortization of DFEL, excluding amounts reported in realized gain (loss), is reported within fee income on our Consolidated Statements of Comprehensive Income (Loss).  The methodology for determining the amortization of DAC, VOBA, DSI and DFEL varies by product type.  For all insurance contracts, amortization is based on assumptions consistent with those used in the development of the underlying contract adjusted for emerging experience and expected trends. 

Acquisition costs for UL and VUL insurance and investment-type products, which include fixed and variable deferred annuities, are generally amortized over the lives of the policies in relation to the incidence of estimated gross profits (“EGPs”) from surrender charges, investment, mortality net of reinsurance ceded and expense margins and actual realized gain (loss) on investments.  Contract lives for UL and VUL policies are estimated to be 40 years based on the expected lives of the contracts.  Contract lives for fixed and variable deferred annuities are generally between 15 and 30 years, while some of our fixed multi-year guarantee products have amortization periods equal to the guarantee period.  The front-end load annuity product has an assumed life of 25 years.  Longer lives are assigned to those blocks that have demonstrated lower lapse experience. 

Acquisition costs for all traditional contracts, including traditional life insurance contracts, such as individual whole life, group business and term life insurance, are amortized over the expected premium-paying period that generally results in amortization less than 30 years.  Acquisition costs are either amortized on a straight-line basis or as a level percent of premium of the related policies depending on the block of business.  There is currently no DAC, VOBA, DSI or DFEL balance or related amortization for fixed and variable payout annuities.

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

The carrying amounts of DAC, VOBA, DSI and DFEL are adjusted for the effects of realized and unrealized gains and losses on securities classified as AFS and certain derivatives and embedded derivatives.  Amortization expense of DAC, VOBA, DSI and DFEL reflects 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 within realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) reflecting the incremental effect of actual versus expected credit-related investment losses.  These actual to expected amortization adjustments can create volatility from period to period in realized gain (loss). 

During the third quarter of each year, we conduct our annual comprehensive review of the assumptions and the projection models used for our estimates of future gross profits underlying the amortization of DAC, VOBA, DSI and DFEL and the calculations of the embedded derivatives and reserves for life insurance and annuity products.  These assumptions include, but are not limited to, capital markets, investment margins, mortality, retention, rider utilization and maintenance expenses (costs associated with maintaining records relating to insurance and individual and group annuity contracts, and with the processing of premium collections, deposits, withdrawals and commissions).  Based on our review, the cumulative balances of DAC, VOBA, DSI and DFEL included on our Consolidated Balance Sheets are adjusted with an offsetting benefit or charge to revenue or amortization expense to reflect such change related to our expectations of future EGPs (“unlocking”).  We may have unlocking in other quarters as we become aware of information that warrants updating assumptions outside of our annual comprehensive review.  We may also identify and implement actuarial modeling refinements that result in increases or decreases to the carrying values of DAC, VOBA, DSI, DFEL, embedded derivatives and reserves for life insurance and annuity products with living benefit and death benefit guarantees. 

DAC, VOBA, DSI and DFEL are reviewed to ensure that the unamortized portion does not exceed the expected recoverable amounts. 

Reinsurance

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

In order for a reinsurance agreement to qualify for reinsurance accounting, the agreement must satisfy certain risk transfer conditions that include, among other items, a reasonable possibility of a significant loss for the assuming entity.  When we apply reinsurance accounting, premiums, benefits and DAC amortization are reported net of insurance ceded on our Consolidated Statements of Comprehensive Income (Loss).  Amounts currently recoverable, such as ceded reserves, are reported in reinsurance recoverables and amounts currently payable to the reinsurers, such as premiums, are included in other liabilities on our Consolidated Balance Sheets.  Assets and liabilities and premiums and benefits from certain reinsurance contracts that grant statutory surplus relief to our insurance companies are netted on our Consolidated Balance Sheets and Consolidated Statements of Comprehensive Income (Loss), respectively, if there is a contractual right of offset.   

We use deposit accounting to recognize reinsurance agreements that do not transfer significant insurance risk.  This accounting treatment results in amounts paid or received by our insurance subsidiaries to be considered on deposit with the reinsurer and such amounts are reported in other assets and other liabilities, respectively, on our Consolidated Balance Sheets.  As amounts are paid or received, consistent with the underlying contracts, deposit assets or liabilities are adjusted.

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Goodwill

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

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

Other Assets and Other Liabilities

Other assets consist primarily of DSI, specifically identifiable intangible assets, property and equipment owned by the Company, balances associated with corporate-owned and bank-owned life insurance, certain reinsurance assets, receivables resulting from sales of securities that had not yet settled as of the balance sheet date, debt issuance costs associated with line-of-credit arrangements, assets under capital leases, guaranteed living benefit (“GLB”) reserves embedded derivatives, deferred losses on business sold through reinsurance and other prepaid expenses.  Other liabilities consist primarily of current and deferred taxes, pension and other employee benefit liabilities, derivative instrument liabilities, certain reinsurance payables, payables resulting from purchases of securities that had not yet settled as of the balance sheet date, interest on borrowed funds, obligations under capital leases, deferred gain on business sold through reinsurance and other accrued expenses.

Other assets and other liabilities on our Consolidated Balance Sheets include GLB features and remaining guaranteed interest and similar contracts that are carried at fair value, which may be reported in either other assets or other liabilities.  The fair value of these items represents approximate exit price including an estimate for our NPR.  Certain of these features have elements of both insurance benefits and embedded derivatives.  Through our hybrid accounting approach, for reserve calculation purposes we assign product cash flows to the embedded derivative or insurance portion of the reserves based on the life-contingent nature of the benefits.  We classify these GLB reserves embedded derivatives in Level 3 within the hierarchy levels described above in “Fair Value Measurement.”  We report the insurance portion of the reserves in future contract benefits. 

The carrying values of specifically identifiable intangible assets are reviewed at least annually for indicators of impairment in value that are other-than-temporary, including unexpected or adverse changes in the following:  the economic or competitive environments in which the company operates; profitability analyses; cash flow analyses; and the fair value of the relevant business operation.  If there was an indication of impairment, then the discounted cash flow method would be used to measure the impairment, and the carrying value would be adjusted as necessary and reported in impairment of intangibles on our Consolidated Statements of Comprehensive Income (Loss).  Sales force intangibles are attributable to the value of the new business distribution system acquired through business combinations.  These assets are amortized on a straight-line basis over their useful life of 25 years.  Specifically identifiable intangible assets also includes the value of customer relationships acquired (“VOCRA”) and the value of distribution agreements (“VODA”) that were acquired through our business combination during 2018.  See Note 3 for more information regarding specifically identifiable intangible assets acquired.

Property and equipment owned for company use is carried at cost less allowances for depreciation.  Provisions for depreciation of investment real estate and property and equipment owned for company use are computed principally on the straight-line method over the estimated useful lives of the assets, which include buildings, computer hardware and software and other property and equipment.  Certain assets on our Consolidated Balance Sheets are related to capital leases.  These assets under capital leases are depreciated in a manner consistent with our current depreciation policy for owned assets.  We periodically review the carrying value of our long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable.  For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.  The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

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

Other assets includes deferred losses on business sold through reinsurance attributable to our 2012 and 2014 reinsurance transactions where we ceded closed blocks of UL contracts with secondary guarantees to Lincoln National Reinsurance Company (Barbados) Limited (“LNBAR”), a wholly-owned subsidiary of LNC.  We are recognizing the losses related to these transactions over a period of 30 years.

Other liabilities includes a deferred gain on business sold through reinsurance attributable to our annuity reinsurance agreement with Athene Holding Ltd. (“Athene”) effective October 1, 2018.  We are recognizing the gain related to this transaction over the period over

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which the majority of account values are expected to run off, or 20 years.  During 2012 and 2013, we completed reinsurance transactions whereby we ceded a closed block of UL contracts with secondary guarantees to LNBAR.  We are recognizing the gains related to these transactions over a period of 30 years.  During 2009, we completed a reinsurance transaction whereby we assumed a closed block of term contracts from First Penn-Pacific Life Insurance Company, a wholly-owned subsidiary of LNC.  We are recognizing the gain related to this transaction over a period of 15 years.

Separate Account Assets and Liabilities

We maintain separate account assets, which are reported at fair value.  The related liabilities are reported at an amount equivalent to the separate account assets.  Investment risks associated with market value changes are borne by the contract holders, except to the extent of minimum guarantees made by the Company with respect to certain accounts.

We issue variable annuity contracts through our separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder (traditional variable annuities).  We also issue variable annuity and life contracts through separate accounts that may include various types of guaranteed death benefit (“GDB”), guaranteed withdrawal benefit (“GWB”) and guaranteed income benefit (“GIB”) features.  The GDB features include those where we contractually guarantee to the contract holder either:  return of no less than total deposits made to the contract less any partial withdrawals (“return of net deposits”); total deposits made to the contract less any partial withdrawals plus a minimum return (“minimum return”); or the highest contract value on any contract anniversary date through age 80.  The highest contract value is increased by purchase payments and is decreased by withdrawals subsequent to that anniversary date in the same proportion that withdrawals reduce the contract value.

As discussed in Note 6, certain features of these guarantees are accounted for as embedded derivative reserves, whereas other guarantees are accounted for as benefit reserves.  Other guarantees contain characteristics of both and are accounted for under an approach that calculates the value of the embedded derivative reserve and the benefit reserve based on the specific characteristics of each GLB feature.  We use derivative instruments to hedge our exposure to the risks and earnings volatility that result from the embedded derivatives for living benefits in certain of our variable annuity products.  The change in fair value of these instruments tends to move in the opposite direction of the change in the value of the associated reserves.  The net impact of these changes is reported as a component of realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

The “market consistent scenarios” used in the determination of the fair value of the GLB liability are similar to those used by an investment bank to value derivatives for which the pricing is not transparent and the aftermarket is nonexistent or illiquid.  We use risk-neutral Monte Carlo simulations in our calculation to value the entire block of guarantees, which involve 100 unique scenarios per policy or approximately 49 million scenarios.  The market consistent scenario assumptions, as of each valuation date, are those we view to be appropriate for a hypothetical market participant.  The market consistent inputs include, but are not limited to, assumptions for capital markets (e.g., implied volatilities, correlation among indices, risk-free swap curve, etc.), policyholder behavior (e.g., policy lapse, rider utilization, etc.), mortality, risk margins, maintenance expenses and a margin for profit.  We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop we will continue to reassess our assumptions.  It is possible that different valuation techniques and assumptions could produce a materially different estimate of fair value.

Future Contract Benefits and Other Contract Holder Funds

Future contract benefits represent liability reserves that we have established and carry based on estimates of how much we will need to pay for future benefits and claims.  Other contract holder funds represent liabilities for fixed account values, including the fixed portion of variable, dividends payable, premium deposit funds, undistributed earnings on participating business and other contract holder funds as well as the carrying value of DFEL discussed above.

The liabilities for future contract benefits and claim reserves for UL and VUL insurance policies consist of contract account balances that accrue to the benefit of the contract holders, excluding surrender charges.  The liabilities for future insurance contract benefits and claim reserves for traditional life policies are computed using assumptions for investment yields, mortality and withdrawals based principally on generally accepted actuarial methods and assumptions at the time of contract issue.  Investment yield assumptions for traditional direct individual life reserves for all contracts range from 2.25% to 7.75% depending on the time of contract issue.  The investment yield assumptions for immediate and deferred paid-up annuities range from 1.25% to 12.75%.  These investment yield assumptions are intended to represent an estimation of the interest rate experience for the period that these contract benefits are payable.

The liabilities for future claim reserves for variable annuity products containing GDB features are calculated by estimating the present value of total expected benefit payments over the life of the contract from inception divided by the present value of total expected assessments over the life of the contract (“benefit ratio”) multiplied by the cumulative assessments recorded from the contract inception through the balance sheet date less the cumulative GDB payments plus interest on the liability.  The change in the liability for a period is the benefit ratio multiplied by the assessments recorded for the period less GDB claims paid in the period plus interest.  As experience or assumption changes result in a change in expected benefit payments or assessments, the benefit ratio is unlocked, that is, recalculated using the updated expected benefit payments and assessments over the life of the contract since inception.  The revised benefit ratio is then applied to the liability calculation described above, with the resulting change in liability reported in benefits on our Consolidated Statements of Comprehensive Income (Loss).

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The liability for future claim reserves for long-term disability contracts for incurred and reported claims are calculated based on assumptions as to interest, claim resolution rates and offsets for other insurance including social security.  Claim resolution rate assumptions and social security offsets are based on our actual experience.  The interest rate assumptions used for discounting claim reserves are based on projected portfolio yield rates, after consideration for defaults and investment expenses, for assets supporting the liabilities.  The incurred but not reported claim reserves are based on our experiences as to the reporting lags and ultimate loss experience.  Claim reserves are subject to revision as current claim experience and projections of future factors affecting claim experience change.  Claim reserves do not include a provision for adverse deviation.

With respect to our future contract benefits and other contract holder funds, we continually review overall reserve position, reserving techniques and reinsurance arrangements.  As experience develops and new information becomes known, liabilities are adjusted as deemed necessary.  The effects of changes in estimates are included in the operating results for the period in which such changes occur.

The business written or assumed by us includes participating life insurance contracts, under which the contract holder is entitled to share in the earnings of such contracts via receipt of dividends.  The dividend scale for participating policies is reviewed annually and may be adjusted to reflect recent experience and future expectations.  As of December 31, 2018 and 2017, participating policies comprised less than 1% of the face amount of business in force, and dividend expenses were $56 million, $57 million and $59 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Liabilities for the secondary guarantees on UL-type products are calculated by multiplying the benefit ratio by the cumulative assessments recorded from contract inception through the balance sheet date less the cumulative secondary guarantee benefit payments plus interest.  If experience or assumption changes result in a new benefit ratio, the reserves are adjusted to reflect the changes in a manner similar to the unlocking of DAC, VOBA, DFEL and DSI.  The accounting for secondary guarantee benefits impacts, and is impacted by, EGPs used to calculate amortization of DAC, VOBA, DFEL and DSI.

Certain of our variable annuity contracts reported within future contract benefits contain GLB reserves embedded derivatives, a portion of which may be reported in either other assets or other liabilities, and include guaranteed interest and similar contracts, that are carried at fair value on our Consolidated Balance Sheets, which represents approximate exit price including an estimate for our NPR.  Certain of these features have elements of both insurance benefits and embedded derivatives.  Through our hybrid accounting approach, for reserve calculation purposes we assign product cash flows to the embedded derivative or insurance portion of the reserves based on the life-contingent nature of the benefits.  We classify these GLB reserves embedded derivatives items in Level 3 within the hierarchy levels described above in “Fair Value Measurement.”  We report the insurance portion of the reserves in future contract benefits. 

The fair value of our indexed annuity contracts is based on their approximate surrender values.

Borrowed Funds

LNL’s short-term borrowings are defined as borrowings with contractual or expected maturities of one year or less.  Long-term borrowings have contractual or expected maturities greater than one year.

Contingencies and Commitments

Contingencies arising from environmental remediation costs, regulatory judgments, claims, assessments, guarantees, litigation, recourse reserves, fines, penalties and other sources are recorded when deemed probable and reasonably estimable.

Fee Income

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

In bifurcating the embedded derivative of our GLB features on our variable annuity products, we attribute to the embedded derivative the portion of total fees collected from the contract holder that relate to the GLB riders (the “attributed fees”), which are not reported within fee income on our Consolidated Statements of Comprehensive Income (Loss).  These attributed fees represent the present value of future claims expected to be paid for the GLB at the inception of the contract plus a margin that a theoretical market participant would include for risk/profit and are reported within realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

The timing of revenue recognition as it relates to fees assessed on investment contracts is determined based on the nature of such fees.  Asset-based fees, cost of insurance and contract administration charges are assessed on a daily or monthly basis and recognized as revenue as performance obligations are met, over the period underlying customer assets are owned or advisory services are provided.  Percent of premium charges are assessed at the time of premium payment and recognized as revenue when assessed and earned.  Certain amounts assessed that represent compensation for services to be provided in future periods are reported as unearned revenue and recognized in income over the periods benefited.  Surrender charges are recognized upon surrender of a contract by the contract holder in accordance with contractual terms.

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For investment and interest-sensitive life insurance contracts, the amounts collected from contract holders are considered deposits and are not included in revenue.

Insurance Premiums

Our insurance premiums for traditional life insurance and group insurance products are recognized as revenue when due from the contract holder.  Our traditional life insurance products include those products with fixed and guaranteed premiums and benefits and consist primarily of whole life insurance, limited-payment life insurance, term life insurance and certain annuities with life contingencies.  Our group insurance products consist primarily of term life, disability and dental.

Net Investment Income

Dividends and interest income, recorded in net investment income, are recognized when earned.  Amortization of premiums and accretion of discounts on investments in debt securities are reflected in net investment income over the contractual terms of the investments in a manner that produces a constant effective yield. 

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

Realized Gain (Loss)

Realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) includes realized gains and losses from the sale of investments, write-downs for other-than-temporary impairments of investments, changes in fair value of equity securities, certain derivative and embedded derivative gains and losses, gains and losses on the sale of subsidiaries and businesses and net gains and losses on reinsurance embedded derivatives and trading securities.  Realized gains and losses on the sale of investments are determined using the specific identification method.  Realized gain (loss) is recognized in net income, net of associated amortization of DAC, VOBA, DSI and DFEL.  Realized gain (loss) is also net of allocations of investment gains and losses to certain contract holders and certain funds withheld on reinsurance arrangements for which we have a contractual obligation. 

Other Revenues

Other revenues consists primarily of fees attributable to broker-dealer services recorded as performance obligations are met, either at the time of sale or over time based on a contractual percentage of customer account values, changes in the market value of our seed capital investments, and proceeds from reinsurance recaptures.  Other revenues earned by our Group Protection segment consist of fees from administrative services performed, which are recognized as performance obligations are met over the terms of the underlying agreements.

Interest Credited

Interest credited includes interest credited to contract holder account balances.  Interest crediting rates associated with funds invested in our general account during 2016 through 2018 ranged from 1% to 10%.

Benefits

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

Strategic Digitization Expense

Strategic digitization expense consists primarily of costs related to our enterprise-wide digitization initiative.

Pension and Other Postretirement Benefit Plans

Pursuant to the accounting rules for our obligations to employees and agents under our various pension and other postretirement benefit plans, we are required to make a number of assumptions to estimate related liabilities and expenses.  The mortality assumption is based on actual and anticipated plan experience, determined using acceptable actuarial methods.  We use assumptions for the weighted-average discount rate and expected return on plan assets to estimate pension expense.  The discount rate assumptions are determined using an analysis of current market information and the projected benefit flows associated with these plans.  The expected long-term rate of return on plan assets is based on historical and projected future rates of return on the funds invested in the plan.  The calculation of our

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accumulated postretirement benefit obligation also uses an assumption of weighted-average annual rate of increase in the per capita cost of covered benefits, which reflects a health care cost trend rate. 

Stock-Based Compensation

In general, we expense the fair value of stock awards included in our incentive compensation plans.  As of the date LNC’s Board of Directors approves stock awards, the fair value of stock options is determined using a Black-Scholes options valuation methodology, and the fair value of other stock awards is based upon the market value of the stock.  The fair value of the awards is expensed over the performance or service period, which generally corresponds to the vesting period, and is recognized as an increase to common stock in stockholder’s equity.  We apply an estimated forfeiture rate to our accrual of compensation cost. We classify certain stock awards as liabilities.  For these awards, the settlement value is classified as a liability on our Consolidated Balance Sheets, and the liability is marked-to-market through net income at the end of each reporting period. Stock-based compensation expense is reflected in commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss). 

Interest and Debt Expense

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

Income Taxes

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

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2.  New Accounting Standards

Adoption of New Accounting Standards

The following table provides a description of our adoption of new Accounting Standards Updates (“ASUs”) issued by the FASB and the impact of the adoption on our financial statements. ASUs not listed below were assessed and determined to be either not applicable or insignificant in presentation or amount.

Standard	Description	Date of Adoption	Effect on Financial Statements or Other Significant Matters
ASU 2014-09, Revenue from Contracts with Customers and all related amendments	This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods and services and defines 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.  Although the standard and all related amendments supersede nearly all existing revenue recognition guidance under GAAP, the guidance does not amend the accounting for insurance and investment contracts recognized in accordance with ASC Topic 944, Financial Services – Insurance, leases, financial instruments and guarantees.	January 1, 2018	We adopted the standard and all related amendments using the modified retrospective method.  Our primary sources of revenue are recognized in accordance with ASC Topic 944, Financial Services – Insurance; as such, revenue within the scope of the new standard primarily includes commissions and advisory fees earned by our broker-dealer operation, as well as group protection administrative service fees.  The adoption did not have a material impact on our consolidated financial condition, results of operations, stockholder’s equity or cash flows.  There were no material changes in the timing or measurement of revenues based upon the guidance.  As a result, there is no cumulative effect on retained earnings.  For more information, see Note 21.
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 the period of the change in fair value.  In addition, the amendments include certain enhancements to the presentation and disclosure requirements for financial assets and financial liabilities.  The guidance does not apply to Federal Home Loan Bank (“FHLB”) stock.  Early adoption of the ASU is generally not permitted, except as defined in the ASU.	January 1, 2018	At the time of adoption, we had equity securities classified as AFS with a total carrying value of $246 million.  We classified, prospectively, $110 million of equity securities within the scope of this ASU in a separate line on our Consolidated Balance Sheets.  The remaining securities, consisting of $136 million of FHLB stock, are classified in other investments on our Consolidated Balance Sheets and carried at cost.  The cumulative effect adjustment of adopting this ASU did not have a material impact on our consolidated financial condition or results of operations.
ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income	These amendments require a reclassification from AOCI to retained earnings for stranded tax effects associated with the change in the federal corporate income tax rate in the Tax Cuts and Jobs Act (“Tax Act”) of 2017.  The amount of the reclassification is equal to the impact of the change in deferred taxes related to amounts recorded in AOCI resulting from the change in the statutory corporate tax rate from 35% to 21%.  Early adoption is permitted and retrospective application is required.	January 1, 2018	We retrospectively reclassified $644 million of stranded tax effects from AOCI to retained earnings in the period of adoption.

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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 2016-02, Leases and all related amendments	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	The adoption of this standard and related amendments will result in the recognition of approximately $200 million in right-of-use assets and lease liabilities on our Consolidated Balance Sheets as of January 1, 2019.  Comparative periods will continue to be measured and presented under historical guidance, and only the period of adoption will be subject to this ASU.  Additionally, there is not a significant difference in our pattern of lease expense recognition under this ASU, and there is no impact on cash flows.
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 do not expect the adoption of this guidance to have a material impact on our consolidated financial condition and results of operations.
ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities	These amendments change both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.  These amendments retain the threshold of highly effective for hedging relationships, remove the requirement to bifurcate between the portions of the hedging relationship that are effective and ineffective, record hedge item and hedging instrument results in the same financial statement line item, require quantitative assessment initially for all hedging relationships unless the hedging relationship meets the definition of either the shortcut method or critical terms match method and allow the contractual specified index rate to be designated as the hedged risk in a cash flow hedge of interest rate risk of a variable rate financial instrument.  These amendments also eliminate the benchmark interest rate concept for variable rate instruments.  Early adoption is permitted.	January 1, 2019	We do not expect the adoption of this guidance to have a material impact on our consolidated financial condition and results of operations.

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Standard	Description	Projected Date of Adoption	Effect on Financial Statements or Other Significant Matters
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, mortgage loans and reinsurance recoverables.
ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts	These amendments make changes to the accounting and reporting for long-duration contracts issued by an insurance entity that will significantly change how insurers account for long-duration contracts, including how they measure, recognize and make disclosures about insurance liabilities and DAC.  Under this ASU, insurers will be required to review cash flow assumptions at least annually and update them if necessary.  They also will have to make quarterly updates to the discount rate assumptions they use to measure the liability for future policyholder benefits.  The ASU creates a new category of market risk benefits (i.e., features that protect the contract holder from capital market risk and expose the insurer to that risk) that insurers will have to measure at fair value.  The ASU provides various transition methods by topic that entities may elect upon adoption.  Early adoption is permitted.	January 1, 2021	We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations.

3.  Acquisition

As previously announced, on May 1, 2018, we completed the acquisition of 100% of the capital stock of Liberty Life, which operates a group benefits business (“Liberty Group Business”) and individual life and individual and group annuity business (the “Liberty Life Business”), from Liberty Mutual Insurance Company in a transaction accounted for under the acquisition method of accounting pursuant to Business Combinations Topic 805 (“Topic 805”).  The acquisition enables us to increase our market share within the group protection marketplace.

In connection with the acquisition and pursuant to the Master Transaction Agreement (“MTA”), dated January 18, 2018, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2018, Liberty Life sold the Liberty Life Business on May 1, 2018, by entering into reinsurance agreements and related ancillary documents (including administrative services agreements and transition services agreements) with Protective Life Insurance Company and its wholly-owned subsidiary, Protective Life and Annuity Insurance Company (together with Protective Life Insurance Company, “Protective”), providing for the reinsurance and administration of the Liberty Life Business.

Liberty Life’s excess capital of $1.8 billion was paid to Liberty Mutual Insurance Company through an extraordinary dividend at the acquisition date.  We paid $1.5 billion of cash to Liberty Mutual Insurance Company to acquire the Liberty Group Business. 

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We recognized $85 million of acquisition-related costs, pre-tax, for the year ended December 31, 2018.  These costs are included in commissions and other expenses on our Consolidated Statements of Comprehensive Income (Loss).

The acquisition date fair values of certain assets and liabilities, including future contract benefits, intangible assets and related weighted average expected lives, commercial mortgage loans, reinsurance recoverables and deferred income taxes, are provisional and subject to revision within one year of the acquisition date.  Since the May 1, 2018 acquisition date, we have adjusted provisional assets acquired by $(5) million and provisional liabilities acquired by $27 million for an increase in provisional goodwill of $32 million.  Under the terms of the MTA, a final balance sheet will be agreed upon at a later date.  As such, our estimates of fair values are pending finalization, which may result in adjustments to goodwill.  The following table presents the preliminary fair values (in millions) of the net assets acquired related to the Liberty Group Business as of December 31, 2018:

	Preliminary
	Fair Value
Assets
Investments	$	2,493
Mortgage loans on real estate		658
Cash and invested cash		107
Reinsurance recoverables		76
Premiums and fees receivable		83
Accrued investment income		24
Other intangible assets acquired		640
Other assets acquired		142
Separate account assets		99
Total assets acquired	$	4,322
Liabilities
Future contract benefits	$	2,930
Other contract holder funds		46
Other liabilities acquired		144
Separate account liabilities		99
Total liabilities assumed	$	3,219
Net identifiable assets acquired	$	1,103
Goodwill		414
Net assets acquired	$	1,517

Identifiable Intangible Assets

The following table presents the fair value of identifiable intangible assets acquired (dollars in millions):

			Weighted-
			Average
			Amortization
	Fair Value		Period
VOCRA	$	576	20
VODA		31	13
VOBA		30	3
Insurance licenses		3	N/A
Total identifiable intangible assets	$	640

VOCRA and VODA are included in other assets on our Consolidated Balance Sheets and reflect the estimated fair value of these intangible assets related to the Liberty Group Business as of May 1, 2018.  The value of the identifiable intangible assets was estimated using a discounted cash flow method.  Significant inputs to the valuation models include estimates of expected premiums, persistency rates, investment returns, claim costs, expenses and discount rates based on a weighted average cost of capital.  The carrying values of VOCRA and VODA are amortized using a straight-line method and reviewed at least annually for indicators of impairment in value that are other-than-temporary. 

For information on VOBA, see Notes 1 and 8.

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The value of insurance licenses acquired was estimated using the comparable transaction method under the market approach based on arms-length transactions in which certificate authority companies with life and health insurance licenses were purchased.  The value of insurance licenses has an indefinite useful life.

Goodwill

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from assets acquired and liabilities assumed that could not be individually identified.  The goodwill recorded as part of the acquisition is attributable to expected synergies and other benefits that management believes will result from the acquisition, including an increase in distribution strength.  The goodwill resulting from the acquisition was allocated to the Group Protection segment.  The goodwill is not expected to be deductible for income tax purposes.  For more information on goodwill, see Notes 1 and 10.

Future Contract Benefits

Unpaid claims acquired reflected within future contract benefits were recorded at estimated fair value.  The reserve discount rate was based on the investment yield of the assets acquired with adjustments for risk margin.  The actuarial classifications and methodologies were adjusted to be consistent with our accounting policies and reserve methodologies.

Financial Information

Since the acquisition date of May 1, 2018, the revenues and net income of the business acquired have been included in our Consolidated Statements of Comprehensive Income (Loss) in the Group Protection segment and were $1.5 billion and $36 million, respectively, for the period ended December 31, 2018. 

The following unaudited pro forma condensed consolidated results of operations of the Company assume that the acquisition of Liberty Life was completed on January 1, 2017 (in millions):

	For the Years Ended
	December 31,
	2018		2017
Revenue	$	16,097	$	15,080
Net income		1,642		2,034

Pro forma adjustments include the revenue and net income of the acquired business for each period as well as amortization of identifiable intangible assets acquired and the fair value adjustment to acquired insurance reserves and investments.  Other pro forma adjustments include the impact of reflecting acquisition and integration costs and investment expenses directly attributable to the business combination in 2017 instead of in 2018.  Pro forma adjustments do not include retrospective adjustments to defer and amortize acquisition costs as would be recorded under our accounting policy.

Reinsurance

Pursuant to the reinsurance agreements, the Liberty Life Business was sold to Protective for a ceding commission of $423 million.  Our amounts recoverable from reinsurers increased significantly to $19.8 billion as of December 31, 2018, from $6.5 billion as of December 31, 2017, primarily as a result of this reinsurance transaction.  As such, Protective now represents our largest reinsurance exposure.  As we are not relieved of our liability, the liabilities and obligations associated with the reinsured policies remain on our Consolidated Balance Sheets with a corresponding reinsurance recoverable from Protective.  To support its obligations under the reinsurance agreements, Protective has established trust accounts for our benefit that fully collateralize the related reinsurance recoverable.  We recorded a deferred tax asset attributed to a tax loss carryforward arising from the reinsurance transaction with Protective.

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4.  Variable Interest Entities

Unconsolidated VIEs

Reinsurance Related Notes

Effective October 1, 2017, our captive reinsurance subsidiary, the Lincoln Reinsurance Company of Vermont VI, restructured the $275 million, long-term surplus note which was originally issued to a non-affiliated VIE in October 2015 in exchange for two corporate bond AFS securities of like principal and duration.  The activities of the VIE are primarily to acquire, hold and issue notes and loans and to pay and collect interest on the notes and loans.  The outstanding principal balance of the long-term surplus note is variable in nature; moving concurrently with any variability in the face amount of the corporate bond AFS securities.  We have concluded that we are not the primary beneficiary of the non-affiliated VIE because we do not have power over the activities that most significantly affect its economic performance.  As of December 31, 2018, the principal balance of the long-term surplus note was zero and we do not currently have any exposure to this VIE. 

Structured Securities

Through our investment activities, we make passive investments in structured securities issued by VIEs for which we are not the manager.  These structured securities include our RMBS, CMBS, CLOs and CDOs.  We have not provided financial or other support with respect to these VIEs other than our original investment.  We have determined that we are not the primary beneficiary of these VIEs due to the relative size of our investment in comparison to the principal amount of the structured securities issued by the VIEs and the level of credit subordination that reduces our obligation to absorb losses or right to receive benefits.  Our maximum exposure to loss on these structured securities is limited to the amortized cost for these investments.  We recognize our variable interest in these VIEs at fair value on our Consolidated Balance Sheets.  For information about these structured securities, see Note 5.

Limited Partnerships and Limited Liability Companies

We invest in certain 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 $1.7 billion and $1.4 billion as of December 31, 2018 and 2017, respectively.  Included in these carrying amounts are our investments in qualified affordable housing projects, which were $20 million and $31 million as of December 31, 2018 and 2017, 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 $1 million and $3 million for the years ended December 31, 2018 and 2017, respectively.

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 December 31, 2018.

5.  Investments

AFS Securities

In 2018, we adopted ASU 2016-01, which resulted in a new classification and measurement of our equity securities.  See Note 2 for additional information.

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

	As of December 31, 2018
	Amortized		Gross Unrealized							Fair
	Cost		Gains		Losses		OTTI (1)			Value
Fixed maturity AFS securities:
Corporate bonds	$	78,837	$	2,871	$	2,167	$	(8	)	$	79,549
ABS		898		42		6		(14	)		948
U.S. government bonds		361		27		2		-			386
Foreign government bonds		402		42		-		-			444
RMBS		3,099		113		61		(13	)		3,164
CMBS		810		6		16		(3	)		803
CLOs		1,746		3		24		(5	)		1,730
State and municipal bonds		4,498		703		17		-			5,184
Hybrid and redeemable preferred securities		568		44		33		-			579
Total AFS securities	$	91,219	$	3,851	$	2,326	$	(43	)	$	92,787

	As of December 31, 2017
	Amortized		Gross Unrealized							Fair
	Cost		Gains		Losses		OTTI (1)			Value
Fixed maturity AFS securities:
Corporate bonds	$	74,921	$	6,573	$	341	$	(7	)	$	81,160
ABS		882		51		6		(26	)		953
U.S. government bonds		497		37		1		-			533
Foreign government bonds		391		55		-		-			446
RMBS		3,125		148		36		(21	)		3,258
CMBS		589		10		2		(2	)		599
CLOs		803		2		2		(5	)		808
State and municipal bonds		4,033		932		6		-			4,959
Hybrid and redeemable preferred securities		561		85		22		-			624
Total fixed maturity securities		85,802		7,893		416		(61	)		93,340
Equity AFS securities		247		16		17		-			246
Total AFS securities	$	86,049	$	7,909	$	433	$	(61	)	$	93,586

⁽¹⁾ Includes unrealized (gains) and losses on credit-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 December 31, 2018, were as follows:

	Amortized		Fair
	Cost		Value
Due in one year or less	$	3,607	$	3,636
Due after one year through five years		16,429		16,449
Due after five years through ten years		18,366		18,271
Due after ten years		46,264		47,786
Subtotal		84,666		86,142
Structured securities (ABS, MBS, CLOs)		6,553		6,645
Total fixed maturity AFS securities	$	91,219	$	92,787

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

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The fair value and gross unrealized losses, including the portion 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 December 31, 2018
	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 AFS securities:
Corporate bonds	$	30,947		$	1,464	$	7,023		$	704	$	37,970		$	2,168
ABS		113			2		136			13		249			15
U.S. government bonds		70			1		23			1		93			2
RMBS		436			9		796			55		1,232			64
CMBS		470			11		82			5		552			16
CLOs		1,124			21		103			3		1,227			24
State and municipal bonds		376			7		92			10		468			17
Hybrid and redeemable
preferred securities		94			6		131			27		225			33
Total AFS securities	$	33,630		$	1,521	$	8,386		$	818	$	42,016		$	2,339
Total number of AFS securities in an unrealized loss position															3,360

	As of December 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 AFS securities:
Corporate bonds	$	4,726		$	67	$	4,706		$	276	$	9,432		$	343
ABS		56			-		143			15		199			15
U.S. government bonds		156			-		19			1		175			1
RMBS		277			4		599			33		876			37
CMBS		113			-		60			3		173			3
CLOs		281			2		72			-		353			2
State and municipal bonds		33			-		89			5		122			5
Hybrid and redeemable
preferred securities		20			-		124			22		144			22
Total fixed maturity securities		5,662			73		5,812			355		11,474			428
Equity AFS securities		22			14		8			3		30			17
Total AFS securities	$	5,684		$	87	$	5,820		$	358	$	11,504		$	445
Total number of AFS securities in an unrealized loss position															1,095

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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 December 31, 2018
								Number
	Fair		Gross Unrealized					of
	Value		Losses		OTTI		Securities (1)
Less than six months	$	389	$	122	$	1			44
Six months or greater, but less than nine months		96		49		-			11
Nine months or greater, but less than twelve months		11		8		-			2
Twelve months or greater		138		70		8			32
Total	$	634	$	249	$	9			89

	As of December 31, 2017
								Number
	Fair		Gross Unrealized					of
	Value		Losses		OTTI		Securities (1)
Less than six months	$	156	$	57	$	1			26
Six months or greater, but less than nine months		2		1		-			4
Nine months or greater, but less than twelve months		12		6		-			7
Twelve months or greater		209		77		10			49
Total	$	379	$	141	$	11			86

⁽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 fixed maturity AFS securities increased by$1.9 billion for the year ended December 31, 2018.  As discussed further below, we believe the unrealized loss position as of December 31, 2018, 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 the fixed maturity AFS securities before recovery of their amortized cost basis; and (iii) the estimated future cash flows were equal to or greater than the amortized cost basis of the debt securities.

Based upon this evaluation as of December 31, 2018, 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 December 31, 2018, 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 December 31, 2018, the unrealized losses associated with our 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 industry analyst reports and forecasts and other independent market data.  Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared to our subordination or other credit enhancement, we expected to recover the entire amortized cost of each temporarily-impaired security. 

As of December 31, 2018, 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. 

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Changes in the amount of credit loss of 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 Years Ended December 31,
	2018			2017			2016
Balance as of beginning-of-year	$	358		$	411		$	363
Increases attributable to:
Credit losses on securities for which an
OTTI was not previously recognized		5			13			83
Credit losses on securities for which an
OTTI was previously recognized		2			7			16
Decreases attributable to:
Securities sold, paid down or matured		(28	)		(73	)		(51	)
Balance as of end-of-year	$	337		$	358		$	411

During 2018,  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 fixed maturity AFS securities. 

Determination of Credit Losses on Corporate Bonds

As of December 31, 2018 and 2017, we reviewed our corporate bond portfolio for potential shortfalls 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 December 31, 2018 and 2017, 96% of the fair value of our corporate bond portfolio was rated investment grade.  As of December 31, 2018 and 2017, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of $3.1 billion and $3.4 billion, respectively, and a fair value of $2.9 billion and $3.4 billion, respectively.  Based upon the analysis discussed above, we believed as of December 31, 2018 and 2017, that we would recover the amortized cost of each corporate bond.

Determination of Credit Losses on MBS and ABS

As of December 31, 2018 and 2017, default rates were projected by considering underlying MBS and ABS loan performance and collateral type.  Projected default rates on existing delinquencies vary 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.

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Trading Securities

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

	As of December 31,
	2018		2017
Fixed maturity securities:
Corporate bonds	$	1,559	$	1,250
ABS		17		15
U.S. government bonds		43		115
Foreign government bonds		23		23
RMBS		78		85
CMBS		7		2
CLOs		104		3
State and municipal bonds		16		17
Hybrid and redeemable preferred securities		22		23
Total trading securities	$	1,869	$	1,533

The portion of the market adjustment for trading gains and losses recognized in realized gain (loss) that relate to trading securities still held as of December 31, 2018,  2017 and 2016, was $(55) million, $8 millionand $(3) million, respectively.

Mortgage Loans on Real Estate

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

	As of December 31, 2018								As of December 31, 2017
	Commercial			Residential		Total			Commercial			Residential		Total
Current	$	12,959		$	239	$	13,198		$	10,662		$	-	$	10,662
60 to 90 days past due		-			1		1			-			-		-
Greater than 90 days past due		-			-		-			3			-		3
Valuation allowance		-			-		-			(3	)		-		(3	)
Unamortized premium (discount)		(17	)		8		(9	)		-			-		-
Total carrying value	$	12,942		$	248	$	13,190		$	10,662		$	-	$	10,662

We establish a valuation allowance to provide for the risk of credit losses inherent in our portfolio.  The valuation allowance includes specific valuation allowances for loans that are deemed to be impaired as well as general valuation allowances for pools of loans with similar risk characteristics where a property risk or market specific risk has not been identified but for which we anticipate a loss has occurred.

For our commercial mortgage loans, no specifically identified loans were impaired as of December 31, 2018.  Three mortgage loans were impaired as of December 31, 2017, with an aggregate principal balance of $11 million for which a specific valuation allowance of $3 million was established resulting in a net carrying value of $8 million.

For our residential mortgage loans, no specifically identified loans were impaired as of December 31, 2018 or 2017.  The general allowance established on residential mortgage loans as of December 31, 2018, was less than $1 million.

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

	For the Years Ended December 31,
	2018			2017		2016
Balance as of beginning-of-year	$	3		$	2	$	2
Additions		-			1		-
Charge-offs, net of recoveries		(3	)		-		-
Balance as of end-of-year	$	-		$	3	$	2

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The average carrying value for impaired commercial mortgage loans on real estate (in millions) was as follows:

	For the Years Ended December 31,
	2018		2017		2016
Average carrying value for impaired
mortgage loans on real estate	$	5	$	6	$	6
Interest income recognized on impaired
mortgage loans on real estate		1		-		-
Interest income collected on impaired
mortgage loans on real estate		1		-		-

As described in Note 1, we use the loan-to-value and debt-service coverage ratios as credit quality indicators for our commercial mortgage loans on real estate (dollars in millions) as follows:

	As of December 31, 2018				As of December 31, 2017
				Debt-				Debt-
				Service				Service
	Carrying		% of	Coverage	Carrying		% of	Coverage
Loan-to-Value Ratio	Value		Total	Ratio	Value		Total	Ratio
Less than 65%	$	11,656	90.1%	2.30	$	9,563	89.7%	2.27
65% to 74%		1,234	9.5%	1.76		1,000	9.4%	1.94
75% to 100%		52	0.4%	1.03		91	0.8%	0.97
Greater than 100%		-	0.0%	0.00		8	0.1%	0.82
Total	$	12,942	100.0%		$	10,662	100.0%

As described in Note 1, we use loan performance status as the primary credit quality indicator for our residential mortgage loans on real estate (dollars in millions) as follows:

	As of December 31, 2018			As of December 31, 2017
	Carrying		% of	Carrying		% of
Performance Indicator	Value		Total	Value		Total
Performing	$	247	99.6%	$	-	0.0%
Nonperforming		1	0.4%		-	0.0%
Total	$	248	100.0%	$	-	0.0%

Our commercial mortgage loan portfolio is geographically diversified throughout the U.S. with the largest concentrations in California, which accounted for 23% and 21% of commercial mortgage loans on real estate as of December 31, 2018 and 2017, respectively,and Texas, which accounted for 12% of commercial mortgage loans on real estate as of December 31, 2018 and 2017.

Our residential mortgage loan portfolio is geographically diversified throughout the U.S. with the largest concentrations in California and Florida, which accounted for 34% and 19%, respectively, of residential mortgage loans on real estate as of December 31, 2018.  We did not have residential mortgage loan exposure as of December 31, 2017.

Alternative Investments 

As of December 31, 2018 and 2017, alternative investments included investments in 234 and 221 different partnerships, respectively, and the portfolios represented approximately 1% of our overall invested assets.

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Net Investment Income

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

	For the Years Ended December 31,
	2018			2017			2016
Fixed maturity AFS securities	$	4,129		$	4,048		$	4,019
Equity AFS securities		-			12			11
Trading securities		79			88			94
Equity securities		4			-			-
Mortgage loans on real estate		492			433			413
Real estate		1			1			1
Policy loans		122			134			139
Invested cash		23			11			12
Commercial mortgage loan prepayment
and bond make-whole premiums		78			138			115
Alternative investments		222			165			75
Consent fees		4			6			5
Other investments		24			5			4
Investment income		5,178			5,041			4,888
Investment expense		(334	)		(281	)		(257	)
Net investment income	$	4,844		$	4,760		$	4,631

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Realized Gain (Loss)

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

	For the Years Ended December 31,
	2018			2017			2016
Fixed maturity AFS securities: (1)
Gross gains	$	36		$	17		$	65
Gross losses		(80	)		(43	)		(128	)
Gross OTTI		(7	)		(20	)		(99	)
Equity AFS securities:
Gross gains		-			6			8
Gross OTTI		-			-			(1	)
Gain (loss) on other investments (2)		(15	)		(10	)		(62	)
Associated amortization of DAC, VOBA, DSI and DFEL
and changes in other contract holder funds		(22	)		(21	)		(24	)
Total realized gain (loss) related to certain investments		(88	)		(71	)		(241	)
Realized gain (loss) on the mark-to-market on certain instruments (3)		251			(155	)		(66	)
Indexed annuity and IUL contracts net derivatives results: (4)
Gross gain (loss)		(51	)		(22	)		(1	)
Associated amortization of DAC, VOBA, DSI and DFEL		12			(2	)		(4	)
GLB fees ceded to LNBAR and attributed fees:
Gross gain (loss)		(184	)		(174	)		(166	)
Associated amortization of DAC, VOBA, DSI and DFEL		(32	)		(32	)		(32	)
Total realized gain (loss)	$	(92	)	$	(456	)	$	(510	)

⁽¹⁾ These amounts are represented net of related fair value hedging activity.  See Note 6 for more information.

⁽²⁾ Includes market adjustments on equity securities still held of $(17) million for the year ended December 31, 2018.

⁽³⁾ Represents changes in the fair values of certain derivative investments (not including those associated with our variable and indexed annuity and indexed universal life insurance (“IUL”) contracts net derivatives results), reinsurance related embedded derivatives and trading securities.

⁽⁴⁾ Represents the net difference between the change in fair value of the S&P 500 Index® (“S&P 500”) 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.

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

	For the Years Ended December 31,
	2018			2017			2016
OTTI Recognized in Net Income (Loss)
Fixed maturity AFS securities:
Corporate bonds	$	(5	)	$	(13	)	$	(80	)
ABS		(1	)		(2	)		(5	)
RMBS		(1	)		(2	)		(10	)
CMBS		-			(2	)		(1	)
State and municipal bonds		-			(1	)		(3	)
Total fixed maturity AFS securities		(7	)		(20	)		(99	)
Equity AFS securities		-			-			(1	)
Gross OTTI recognized in net income (loss)		(7	)		(20	)		(100	)
Associated amortization of DAC, VOBA, DSI and DFEL		-			2			-
Net OTTI recognized in net income (loss)	$	(7	)	$	(18	)	$	(100	)

We recognized less than $1 million of OTTI in OCI for the years ended December 31, 2018 and 2017.  We recognized $53 million of gross OTTI in OCI, offset by $12 million for the change in DAC, VOBA, DSI and DFEL, for the year ended December 31, 2016.

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Payables for Collateral on Investments

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

	As of December 31, 2018				As of December 31, 2017
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Collateral payable for derivative investments (1)	$	616	$	616	$	701	$	701
Securities pledged under securities lending agreements (2)		88		85		222		213
Securities pledged under repurchase agreements (3)		152		157		531		554
Investments pledged for Federal Home Loan Bank of
Indianapolis (“FHLBI”) (4)		3,930		5,923		2,900		4,235
Total payables for collateral on investments	$	4,786	$	6,781	$	4,354	$	5,703

⁽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 6 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 Years Ended December 31,
	2018			2017			2016
Collateral payable for derivative investments	$	(85	)	$	(112	)	$	(481	)
Securities pledged under securities lending agreements		(134	)		5			(25	)
Securities pledged under repurchase agreements		(379	)		1			(144	)
Investments pledged for FHLBI		1,030			(450	)		995
Total increase (decrease) in payables for collateral on investments	$	432		$	(556	)	$	345

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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 (in millions) were as follows:

	As of December 31, 2018
	Overnight and Continuous		Up to 30 Days		30 –  90 Days		Greater Than 90 Days		Total
Repurchase Agreements
Corporate bonds	$	-	$	-	$	-	$	152	$	152
Securities Lending
Corporate bonds		88		-		-		-		88
Total gross secured borrowings	$	88	$	-	$	-	$	152	$	240

	As of December 31, 2017
	Overnight and Continuous		Up to 30 Days		30 –  90 Days		Greater Than 90 Days		Total
Repurchase Agreements
Corporate bonds	$	-	$	100	$	281	$	150	$	531
Securities Lending
Corporate bonds		222		-		-		-		222
Total gross secured borrowings	$	222	$	100	$	281	$	150	$	753

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 December 31, 2018, the fair value of all collateral received that we are permitted to sell or re-pledge was $537 million.  As of December 31, 2018, we have re-pledged $378 million of this collateral to cover initial margin on certain derivative investments.

Investment Commitments

As of December 31, 2018, our investment commitments were $2.1 billion, which included $843 million of LPs, $804 million of mortgage loans on real estate and$476 million of private placement securities.

Concentrations of Financial Instruments

As of December 31, 2018 and 2017, 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 $1.2 billion, respectively, or 1% of our invested assets portfolio, and our investments in securities issued by the Federal National Mortgage Association with a fair value of $1.2 billion and $930 million, respectively, or 1% of our invested assets portfolio.  These concentrations include fixed maturity AFS, trading and equity securities.

As of December 31, 2018, our most significant investments in one industry were our investments in securities in the financial services industry and the consumer non-cyclical industry with a fair value of $16.0 billion and $13.8 billion, respectively, or 14% and 12%, respectively, of our invested assets portfolio.   As of December 31, 2017, our most significant investments in one industry were our investments in securities in the consumer non-cyclical industry and the utilities industry with a fair value of $14.3 billion and $13.8 billion, respectively, or 13% and 12%, respectively, of our invested assets portfolio. These concentrations include fixed maturity AFS, trading and equity securities.

6.  Derivative Instruments

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

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

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See Note 1 for a detailed discussion of the accounting treatment for derivative instruments.  See Note 20 for additional disclosures related to the fair value of our derivative instruments and Note 4 for derivative instruments related to our consolidated VIEs.

Interest Rate Contracts

We use derivative instruments as part of our interest rate risk management strategy.  These instruments are economic hedges unless otherwise noted and include:

Forward-Starting Interest Rate Swaps

We use forward-starting interest rate swaps designated and qualifying as cash flow hedges to hedge our exposure to interest rate fluctuations related to the forecasted purchases of certain assets.

We also use forward-starting interest rate swaps to hedge the interest rate exposure within our life products related to the forecasted purchases of certain assets.

Interest Rate Cap Corridors

We use interest rate cap corridors to provide a level of protection from the effect of rising interest rates for certain life insurance products and annuity contracts.  Interest rate cap corridors involve purchasing an interest rate cap at a specific cap rate and selling an interest rate cap with a higher cap rate.  For each corridor, the amount of quarterly payments, if any, is determined by the rate at which the underlying index rate resets above the original capped rate.  The corridor limits the benefit the purchaser can receive as the related interest rate index rises above the higher capped rate.  There is no additional liability to us other than the purchase price associated with the interest rate cap corridor. 

Interest Rate Futures

We use interest rate futures contracts to hedge the liability exposure on certain options in variable annuity products.  These futures contracts require payment between our counterparty and us on a daily basis for changes in the futures index price.

Interest Rate Swap Agreements

We use interest rate swap agreements to hedge the liability exposure on certain options in variable annuity products.

We also use interest rate swap agreements designated and qualifying as cash flow hedges to hedge the interest rate risk of floating-rate bond coupon payments by replicating a fixed-rate bond. 

Finally, we use interest rate swap agreements designated and qualifying as fair value hedges to hedge against changes in the fair value of certain fixed maturity securities due to interest rate risks. 

Reverse Treasury Locks

We use reverse treasury locks designated and qualifying as cash flow hedges to hedge the interest rate exposure related to the anticipated purchase of fixed-rate securities.  These derivatives are primarily structured to hedge interest rate risk inherent in the assumptions used to price certain liabilities. 

Foreign Currency Contracts

We use derivative instruments as part of our foreign currency risk management strategy.  These instruments are economic hedges unless otherwise noted and include: 

Currency Futures

We use currency futures to hedge foreign exchange risk associated with certain options in variable annuity products.  Currency futures exchange one currency for another at a specified date in the future at a specified exchange rate. 

Foreign Currency Swaps

We use foreign currency swaps designated and qualifying as cash flow hedges, to hedge foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies.  A foreign currency swap is a contractual agreement to exchange one currency for another at specified dates in the future at a specified exchange rate.

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Equity Market Contracts

We use derivative instruments as part of our equity market risk management strategy that are economic hedges and include: 

Call Options Based on the S&P 500

Our indexed annuity and IUL contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500.  Contract holders may elect to rebalance index options at renewal dates, either annually or biannually.  As of each renewal date, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees.  We purchase call options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. 

Consumer Price Index Swaps

We use consumer price index swaps to hedge the liability exposure on certain options in fixed annuity products.  Consumer price index swaps are contracts entered into at no cost and whose payoff is the difference between the consumer price index inflation rate and the fixed-rate determined as of inception.

Equity Futures

We use equity futures contracts to hedge the liability exposure on certain options in variable annuity products.  These futures contracts require payment between our counterparty and us on a daily basis for changes in the futures index price.

Put Options

We use put options to hedge the liability exposure on certain options in variable annuity products.  Put options are contracts that require counterparties to pay us at a specified future date the amount, if any, by which a specified equity index is less than the strike rate stated in the agreement, applied to a notional amount. 

Total Return Swaps

We use total return swaps to hedge the liability exposure on certain options in variable annuity products. 

In addition, we use total return swaps to hedge a portion of the liability related to our deferred compensation plans.  We receive the total return on a portfolio of indexes and pay a floating-rate of interest. 

Variance Swaps

We use variance swaps to hedge the liability exposure on certain options in variable annuity products.  Variance swaps are contracts entered into at no cost whose payoff is the difference between the realized variance rate of an underlying index and the fixed variance rate determined as of inception of the contract.

Credit Contracts

We use derivative instruments as part of our credit risk management strategy that are economic hedges and include: 

Credit Default Swaps – Buying Protection

We use credit default swaps to hedge the liability exposure on certain options in variable annuity products. 

We buy credit default swaps to hedge against a drop in bond prices due to credit concerns of certain bond issuers.  A credit default swap allows us to put the bond back to the counterparty at par upon a default event by the bond issuer.  A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring. 

Credit Default Swaps – Selling Protection

We use credit default swaps to hedge the liability exposure on certain options in variable annuity products. 

We sell credit default swaps to offer credit protection to contract holders and investors.  The credit default swaps hedge the contract holders and investors against a drop in bond prices due to credit concerns of certain bond issuers.  A credit default swap allows the investor to put the bond back to us at par upon a default event by the bond issuer.  A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring. 

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Embedded Derivatives

We have embedded derivatives that include:

GLB Reserves Embedded Derivatives

We are exposed to risk and income statement volatility caused by changes in the equity markets, interest rates and volatility associated with GLBs offered in our variable annuity products, including products with GWB and GIB features.  These GLB features are reinsured among various reinsurance counterparties on either a Modco or coinsurance basis.  We cede a portion of the GLB features to LNBAR on a funds withheld modified coinsurance basis.  The funds withheld arrangement includes a dynamic hedging strategy designed to mitigate selected risks. Changes in the value of the hedge contracts due to changes in equity markets, interest rates and implied volatilities hedge the changes in embedded derivative GLB reserves assumed by LNBAR caused by those same factors.  The hedge positions are rebalanced based upon changes in these factors as needed.  While we actively manage the hedge positions, these hedge positions may not be totally effective in offsetting changes in the embedded derivative reserve assumed by LNBAR due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets and interest rates, market volatility, contract holder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments and our ability to purchase hedging instruments at prices consistent with the desired risk and return trade-off.  However, the hedging results do not impact LNL due to a funds withheld agreement with LNBAR, which causes the financial impact of the derivatives, as well as the cash flow activity, to be reflected on LNBAR.

Certain features of these guarantees have elements of both insurance benefits accounted for under the Financial Services – Insurance – Claim Costs and Liabilities for Future Policy Benefits Subtopic of the FASB ASC (“benefit reserves”) and embedded derivatives accounted for under the Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the FASB ASC (“embedded derivative reserves”).  We calculate the value of the benefit reserves and the embedded derivative reserves based on the specific characteristics of each GLB feature.

Indexed Annuity and IUL Contracts Embedded Derivatives

Our indexed annuity and IUL contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500.  Contract holders may elect to rebalance index options at renewal dates, either annually or biannually.  As of each renewal date, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees.  We purchase S&P 500 call options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. 

Reinsurance Related Embedded Derivatives

We have certain Modco arrangements and coinsurance with funds withheld reinsurance arrangements with embedded derivatives related to the withheld assets of the related funds.  These derivatives are considered total return swaps with contractual returns that are attributable to various assets and liabilities associated with these reinsurance arrangements. 

37

We have derivative instruments with off-balance-sheet risks whose notional or contract amounts exceed the related credit exposure.  Outstanding derivative instruments with off-balance-sheet risks (in millions) were as follows:

	As of December 31, 2018						As of December 31, 2017
	Notional		Fair Value				Notional		Fair Value
	Amounts		Asset		Liability		Amounts		Asset		Liability
Qualifying Hedges
Cash flow hedges:
Interest rate contracts (1)	$	1,528	$	33	$	9	$	1,544	$	45	$	16
Foreign currency contracts (1)		2,326		167		39		1,804		79		79
Total cash flow hedges		3,854		200		48		3,348		124		95
Fair value hedges:
Interest rate contracts (1)		553		-		137		563		-		174
Non-Qualifying Hedges
Interest rate contracts (1)		100,628		464		138		72,937		657		127
Foreign currency contracts (1)		47		-		-		22		-		-
Equity market contracts (1)		30,273		676		162		30,918		562		557
Credit contracts (1)		-		-		-		52		-		-
Embedded derivatives:
GLB direct (2)		-		123		-		-		903		-
GLB ceded (2) (3)		-		72		196		-		51		954
Reinsurance related (4)		-		188		-		-		-		51
Indexed annuity and IUL contracts (2) (5)		-		902		1,305		-		11		1,418
Total derivative instruments	$	135,355	$	2,625	$	1,986	$	107,840	$	2,308	$	3,376

⁽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 December 31, 2018
	Less Than		1 – 5		6 – 10		11 – 30		Over 30
	1 Year		Years		Years		Years		Years		Total
Interest rate contracts (1)	$	12,968	$	16,828	$	49,713	$	23,000	$	200	$	102,709
Foreign currency contracts (2)		102		268		728		1,166		109		2,373
Equity market contracts		20,876		5,011		1,236		14		3,136		30,273
Total derivative instruments
with notional amounts	$	33,946	$	22,107	$	51,677	$	24,180	$	3,445	$	135,355

⁽¹⁾ As of December 31, 2018, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was March 2027.

⁽²⁾ As of December 31, 2018, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was September 2049.

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

	For the Years Ended December 31,
	2018			2017			2016
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year	$	27		$	93		$	157
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period:
Cumulative effect from adoption of
new accounting standard		6			-			-
Cash flow hedges:
Interest rate contracts		(4	)		43			(165	)
Foreign currency contracts		44			20			(10	)
Change in foreign currency exchange rate adjustment		111			(137	)		96
Change in DAC, VOBA, DSI and DFEL		(14	)		1			2
Income tax benefit (expense)		(29	)		26			27
Less:
Reclassification adjustment for gains (losses)
included in net income (loss):
Cash flow hedges:
Interest rate contracts (1)		4			4			5
Interest rate contracts (2)		-			-			1
Foreign currency contracts (1)		27			18			11
Foreign currency contracts (2)		-			9			7
Associated amortization of DAC, VOBA, DSI and DFEL		(3	)		(2	)		(2	)
Income tax benefit (expense)		(6	)		(10	)		(8	)
Balance as of end-of-year	$	119		$	27		$	93

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

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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 Years Ended December 31,
	2018			2017			2016
Qualifying Hedges
Cash flow hedges:
Interest rate contracts (1)	$	4		$	4		$	5
Interest rate contracts (2)		-			-			1
Foreign currency contracts (1)		27			18			11
Foreign currency contracts (2)		-			9			7
Total cash flow hedges		31			31			24
Fair value hedges:
Interest rate contracts (1)		(14	)		(23	)		(28	)
Interest rate contracts (2)		37			7			16
Total fair value hedges		23			(16	)		(12	)
Non-Qualifying Hedges
Interest rate contracts (2)		(149	)		103			181
Foreign currency contracts (2)		5			-			(14	)
Equity market contracts (2)		445			(1,427	)		(1,253	)
Equity market contracts (3)		(17	)		28			12
Credit contracts (3)		-			1			(5	)
Embedded derivatives:
GLB(2)		(1	)		-			-
Reinsurance related (2)		292			(141	)		(57	)
Indexed annuity and IUL contracts (2)		81			(400	)		(120	)
Total derivative instruments	$	710		$	(1,821	)	$	(1,244	)

⁽¹⁾ Reported in net investment income on our Consolidated Statements of Comprehensive Income (Loss).

⁽²⁾ Reported in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

⁽³⁾ Reported in 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 Years Ended December 31,
	2018		2017		2016
Offset to net investment income	$	4		22		16
Offset to realized gain (loss)		27		9		8

As of December 31, 2018, $38 million of the deferred net gains (losses) on derivative instruments in AOCI were expected to be reclassified to earnings during the next 12 months.  This reclassification would be due primarily to interest rate variances related to our interest rate swap agreements.

For the years ended December 31, 2018 and 2017, there were no material reclassifications to earnings due to hedged firm commitments no longer deemed probable or due to hedged forecasted transactions that had not occurred by the end of the originally specified time period.

As of December 31, 2018, we did not have any exposure related to credit default swaps for which we are the seller.

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As of December 31, 2017, information related to our credit default swaps for which we are the seller (dollars in millions) was as follows:

					Credit
		Reason	Nature		Rating of	Number			Maximum
		for	of	Underlying		of	Fair		Potential
Credit Contract Type	Maturity	Entering	Recourse		Obligation (1)	Instruments	Value (2)		Payout
Basket credit default swaps	12/20/2022	(3)	(4)		BBB+	1	$	1	$	52

⁽¹⁾ Represents average credit ratings based on the midpoint of the applicable ratings among Moody’s, S&P and Fitch Ratings, as scaled to the corresponding S&P ratings.

⁽²⁾ Broker quotes are used to determine the market value of 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. 

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

		As of			As of
	December 31,			December 31,
		2018			2017
Maximum potential payout		$	-		$	52
Less:  Counterparty thresholds			-			-
Maximum collateral potentially required to post		$	-		$	52

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 collateral if the market value was less than zero.

Credit Risk

We are exposed to credit losses in the event of non-performance by our counterparties on various derivative contracts and reflect assumptions regarding the credit or 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 December 31, 2018, 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, we and LLANY 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.  We did not have any exposure as of December 31, 2018 or 2017.

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The amounts recognized (in millions) by S&P credit rating of counterparty, for which we had the right to reclaim cash collateral or were obligated to return cash collateral, were as follows:

	As of December 31, 2018					As of December 31, 2017
	Collateral		Collateral			Collateral		Collateral
	Posted by		Posted by			Posted by		Posted by
S&P	Counter-		LNL			Counter-		LNL
Credit	Party		(Held by			Party		(Held by
Rating of	(Held by		Counter-			(Held by		Counter-
Counterparty	LNL)		Party)			LNL)		Party)
AA-	$	33	$	(4	)	$	116	$	(1	)
A+		296		(26	)		178		(453	)
A		106		(36	)		170		(48	)
A-		4		-			237		-
BBB+		177		-			-		(4	)
	$	616	$	(66	)	$	701	$	(506	)

Balance Sheet Offsetting

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

		As of December 31, 2018
					Embedded
	Derivative				Derivative
	Instruments				Instruments			Total
Financial Assets
Gross amount of recognized assets		$	1,282			$	1,285	$	2,567
Gross amounts offset			(201	)			-		(201	)
Net amount of assets			1,081				1,285		2,366
Gross amounts not offset:
Cash collateral			(616	)			-		(616	)
Non-cash collateral			(58	)			-		(58	)
Net amount		$	407			$	1,285	$	1,692
Financial Liabilities
Gross amount of recognized liabilities		$	806			$	1,501	$	2,307
Gross amounts offset			(59	)			-		(59	)
Net amount of liabilities			747				1,501		2,248
Gross amounts not offset:
Cash collateral			(66	)			-		(66	)
Non-cash collateral			(190	)			-		(190	)
Net amount		$	491			$	1,501	$	1,992

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		As of December 31, 2017
					Embedded
	Derivative				Derivative
	Instruments				Instruments			Total
Financial Assets
Gross amount of recognized assets		$	1,082			$	965	$	2,047
Gross amounts offset			(237	)			-		(237	)
Net amount of assets			845				965		1,810
Gross amounts not offset:
Cash collateral			(701	)			-		(701	)
Net amount		$	144			$	965	$	1,109
Financial Liabilities
Gross amount of recognized liabilities		$	1,037			$	2,423	$	3,460
Gross amounts offset			(261	)			-		(261	)
Net amount of liabilities			776				2,423		3,199
Gross amounts not offset:
Cash collateral			(506	)			-		(506	)
Net amount		$	270			$	2,423	$	2,693

7.  Federal Income Taxes

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

	For the Years Ended December 31,
	2018		2017			2016
Current	$	179	$	118		$	25
Deferred		78		(1,405	)		242
Federal income tax expense (benefit)	$	257	$	(1,287	)	$	267

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

	For the Years Ended December 31,
	2018			2017			2016
Tax rate times pre-tax income	$	384		$	256		$	504
Effect of:
Tax-preferred investment income		(87	)		(280	)		(196	)
Tax credits		(39	)		(29	)		(28	)
Change in uncertain tax positions		1			(17	)		(11	)
Excess tax benefits from share-based
compensation		(3	)		(8	)		(4	)
Goodwill impairment		-			316			-
Deferred tax impact from the Tax Cuts
and Jobs Act		3			(1,526	)		-
Other items		(2	)		1			2
Federal income tax expense (benefit)	$	257		$	(1,287	)	$	267
Effective tax rate		14%			-176%			19%

The effective tax rate is the ratio of tax expense (benefit) over pre-tax income (loss).  Tax-preferred investment income as reflected above relates primarily to the separate account dividends-received deduction, which generated a total tax benefit of $84 million, $264 million and $175 million for the years ended December 31, 2018, 2017 and 2016, respectively.  As a result of the Tax Act, the recorded tax benefit for the separate account dividends-received deduction was substantially less in our 2018 income tax provision as compared to prior years.

As a result of the enactment of the Tax Act on December 22, 2017, we remeasured our existing deferred tax balances at the 21% marginal corporate income tax rate and recognized a $1.5 billion tax benefit in 2017.  The SEC previously issued rules that allow for a one-year measurement period after the enactment of the Tax Act to finalize calculations and recording of the related tax impacts.  Subsequent to the enactment date, we completed our review of the provisions of the Tax Act, including the impact of the reduction in the U.S. federal corporate income tax rate and the impact of specific life insurance provisions on our financial statements. 

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We file with a consolidated group; however, we calculate our tax expense (benefit) on a separate company basis.

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

	As of December 31,
	2018			2017
Current	$	205		$	206
Deferred		(1,421	)		(2,391	)
Total federal income tax asset (liability)	$	(1,216	)	$	(2,185	)

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

	As of December 31,
	2018			2017
Deferred Tax Assets
Future contract benefits and other contract holder funds	$	549		$	580
Reinsurance related embedded derivative liability		-			11
Compensation and benefit plans		120			123
Intangibles		40			-
Tax credits		-			76
Net operating losses		264			-
Other		59			8
Total deferred tax assets	$	1,032		$	798
Deferred Tax Liabilities
DAC	$	1,380		$	1,112
VOBA		302			105
Net unrealized gain on AFS securities		333			1,579
Net unrealized gain on trading securities		25			39
Intangibles		-			9
Investment activity		334			118
Reinsurance related embedded derivative asset		39			-
Deferred gain on business sold through reinsurance		34			35
Other		6			192
Total deferred tax liabilities	$	2,453		$	3,189
Net deferred tax asset (liability)	$	(1,421	)	$	(2,391	)

As of December 31, 2018, we had no remaining deferred tax assets related to tax credits; however, we have $1.3 billion of net operating losses to carry forward to future years.  Although realization is not assured, management believes that it is more likely than not that we will realize the benefits of our deferred tax assets, and, accordingly, no valuation allowance has been recorded.

As of December 31, 2018 and 2017,  $12 million and $11 million, respectively, of our unrecognized tax benefits presented below, if recognized, would have affected our federal income tax expense (benefit) and our effective tax rate.  We are not aware of any events for which it is likely that unrecognized tax benefits will significantly increase or decrease within the next year.  A reconciliation of the unrecognized tax benefits (in millions) was as follows:

	For the Years Ended
	December 31,
	2018		2017
Balance as of beginning-of-year	$	11	$	1
Increases for prior year tax positions		-		9
Increases for current year tax positions		1		1
Balance as of end-of-year	$	12	$	11

We recognize interest and penalties accrued, if any, related to unrecognized tax benefits as a component of tax expense.  For the years ended December 31, 2018, 2017 and 2016, we recognized interest and penalty expense (benefit) related to uncertain tax positions of zero,  zero and $(2) million, respectively.  There was no accrued interest and penalty expense related to the unrecognized tax benefits as of December 31, 2018 and 2017.

We are subject to examination by U.S. federal, state, local and non-U.S. income authorities.  We are currently not under examination by the Internal Revenue Service; however, tax years 2015 and forward remain open under the applicable statute of limitations.  We are

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currently under examination by several state and local taxing jurisdictions; however, we do not expect these examinations will materially impact our results.

8.  DAC, VOBA, DSI and DFEL

Changes in DAC (in millions) were as follows:

	For the Years Ended December 31,
	2018			2017			2016
Balance as of beginning-of-year	$	7,909		$	8,269		$	8,620
Business acquired (sold) through reinsurance		(246	)		-			-
Deferrals		1,596			1,345			1,339
Amortization, net of interest:
Amortization, excluding unlocking, net of interest		(913	)		(922	)		(879	)
Unlocking		(115	)		61			(276	)
Adjustment related to realized gains (losses)		(42	)		(55	)		(51	)
Adjustment related to unrealized gains (losses)		1,320			(789	)		(484	)
Balance as of end-of-year	$	9,509		$	7,909		$	8,269

Changes in VOBA (in millions) were as follows:

	For the Years Ended December 31,
	2018			2017			2016
Balance as of beginning-of-year	$	499		$	874		$	873
Business acquired (sold) through reinsurance		(11	)		-			-
Business acquired		30			-			-
Deferrals		7			7			3
Amortization:
Amortization, excluding unlocking		(127	)		(105	)		(105	)
Unlocking		(60	)		(48	)		36
Accretion of interest (1)		48			52			52
Adjustment related to realized gains (losses)		(2	)		(1	)		(2	)
Adjustment related to unrealized gains (losses)		415			(280	)		17
Balance as of end-of-year	$	799		$	499		$	874

⁽¹⁾ The interest accrual rates utilized to calculate the accretion of interest ranged from 4.2% to 6.9%.

Estimated future amortization of VOBA, net of interest (in millions), as of December 31, 2018, was as follows:

2019	$	81
2020		77
2021		73
2022		67
2023		64

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Changes in DSI (in millions) were as follows:

	For the Years Ended December 31,
	2018			2017			2016
Balance as of beginning-of-year	$	287		$	293		$	301
Business acquired (sold) through reinsurance		(21	)		-			-
Deferrals		48			29			25
Amortization, net of interest:
Amortization, excluding unlocking, net of interest		(28	)		(30	)		(28	)
Unlocking		-			(4	)		(2	)
Adjustment related to realized gains (losses)		(1	)		(2	)		(2	)
Adjustment related to unrealized gains (losses)		13			1			(1	)
Balance as of end-of-year	$	298		$	287		$	293

Changes in DFEL (in millions) were as follows:

	For the Years Ended December 31,
	2018			2017			2016
Balance as of beginning-of-year	$	1,429		$	1,855		$	1,923
Deferrals		874			753			628
Amortization, net of interest:
Amortization, excluding unlocking, net of interest		(474	)		(383	)		(345	)
Unlocking		(52	)		(3	)		(63	)
Adjustment related to realized (gains) losses		(19	)		(18	)		(11	)
Adjustment related to unrealized (gains) losses		1,005			(775	)		(277	)
Balance as of end-of-year	$	2,763		$	1,429		$	1,855

9.  Reinsurance

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

	For the Years Ended December 31,
	2018			2017			2016
Direct insurance premiums and fee income	$	11,882		$	10,103		$	9,373
Reinsurance assumed		96			101			105
Reinsurance ceded		(1,883	)		(1,817	)		(1,728	)
Total insurance premiums and fee income	$	10,095		$	8,387		$	7,750
Direct insurance benefits	$	8,513		$	6,669		$	6,112
Reinsurance recoveries netted against benefits		(2,369	)		(1,851	)		(1,865	)
Total benefits	$	6,144		$	4,818		$	4,247

We and our insurance subsidiaries cede insurance to other companies.  The portion of our life insurance and annuity risks exceeding our retention limit is reinsured with other insurers.  We seek reinsurance coverage to limit our exposure to mortality losses and to enhance our capital management.  As discussed in Note 24, a portion of this reinsurance activity is with affiliated companies.

As of December 31, 2018, the policy for our reinsurance program was to retain up to $20 million on a single insured life.  As the amount we retain varies by policy, we reinsured approximately 25% of the mortality risk on newly issued life insurance contracts in 2018.  Approximately 44% and 35% of our total individual life in-force amount was reinsured as of December 31, 2018 and 2017, respectively.   

We focus on obtaining reinsurance from a diverse group of reinsurers, and we monitor concentration as well as financial strength ratings of our reinsurers.  We regularly evaluate the financial condition of our reinsurers and monitor concentrations of credit risk related to reinsurance activities.  Our amounts recoverable from reinsurers represent receivables from and reserves ceded to reinsurers and LNBAR.  The amounts recoverable from reinsurers were $19.8 billion and $6.5 billion as of December 31, 2018 and 2017, respectively.

As disclosed in Note 3, Protective represents our largest reinsurance exposure following the sale of the Liberty Life Business that resulted in amounts recoverable from Protective of $12.1 billion as of December 31, 2018.  Protective has funded trusts, of which the balance in the trusts changes as a result of ongoing reinsurance activity, to support the business ceded, which totaled $13.7 billion as of December 31, 2018.

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Our reinsurance operations were acquired by Swiss Re in December 2001 through a series of indemnity reinsurance transactions.  As such, Swiss Re reinsured certain liabilities and obligations under the indemnity reinsurance agreements.  As we are not relieved of our liability to the ceding companies for this business, the liabilities and obligations associated with the reinsured policies remain on our Consolidated Balance Sheets with a corresponding reinsurance receivable from Swiss Re, which totaled $1.5 billion and $1.9 billion as of December 31, 2018 and 2017, respectively.  Swiss Re has funded a trust, with a balance of $2.4 billion as of December 31, 2018, to support this business.  In addition to various remedies that we would have in the event of a default by Swiss Re, we continue to hold assets in support of certain of the transferred reserves.  These assets consist of those reported as trading securities and certain mortgage loans.  Our liabilities for funds withheld and embedded derivatives as of December 31, 2018,  included $177 million and $24 million, respectively, related to the business sold to Swiss Re.  In addition, the amounts recoverable from LNBAR were $2.5 billion and $2.1 billion as of December 31, 2018 and 2017, respectively.  LNBAR has funded trusts to support the business ceded of which the balance in the trusts changes as a result of ongoing reinsurance activity and totaled $1.9 billion as of December 31, 2018. 

Portions of our deferred annuity business have been reinsured on either a coinsurance or a Modco basis with other companies to limit our exposure to interest rate risks.  As of December 31, 2018 and 2017, the reserves associated with these reinsurance arrangements totaled $443 million and $541 million, respectively.  In addition, effective October 1, 2018, we entered into a Modco agreement with Athene to reinsure fixed and fixed indexed annuity products, which resulted in a $7.5 billion deposit asset reflected within other assets on our Consolidated Balance Sheets as of December 31, 2018.  The Modco account includes fixed maturity AFS securities, trading securities, commercial mortgage loans, derivative investments and cash that had carrying values of $6.5 billion, $559 million, $72 million, $60 million and $265 million, respectively, as of December 31, 2018.  As described in Note 1, we recorded a deferred gain on business sold through reinsurance related to the transaction with Athene and amortized $8 million of the gain during 2018.

10.  Goodwill and Specifically Identifiable Intangible Assets

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

		For the Year Ended December 31, 2018
	Gross			Accumulated
	Goodwill			Impairment									Net
	as of			as of				Acquisition					Goodwill
	Beginning-			Beginning-				Accounting					as of End-
		of-Year			of-Year			Adjustments			Impairment		of-Year
Annuities		$	1,040		$	(600	)		$	-	$	-	$	440
Retirement Plan Services			20			-				-		-		20
Life Insurance			2,186			(1,552	)			-		-		634
Group Protection			274			-				414		-		688
Total goodwill		$	3,520		$	(2,152	)		$	414	$	-	$	1,782

		For the Year Ended December 31, 2017
	Gross			Accumulated
	Goodwill			Impairment										Net
	as of			as of				Acquisition						Goodwill
	Beginning-			Beginning-				Accounting						as of End-
		of-Year			of-Year			Adjustments			Impairment			of-Year
Annuities		$	1,040		$	(600	)		$	-	$	-		$	440
Retirement Plan Services			20			-				-		-			20
Life Insurance			2,186			(647	)			-		(905	)		634
Group Protection			274			-				-		-			274
Total goodwill		$	3,520		$	(1,247	)		$	-	$	(905	)	$	1,368

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

As of October 1, 2018, we performed our annual quantitative goodwill impairment test for our reporting units, and the fair value was in excess of each reporting unit’s carrying value for Annuities, Retirement Plan Services, Life Insurance and Group Protection.

As of October 1, 2017, the date of our annual quantitative assessment of goodwill, our Annuities, Retirement Plan Services and Group Protection reporting units had fair values that exceeded the carrying value of each reporting unit.  Our early adoption of ASU 2017-04,

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“Simplifying the Test for Goodwill Impairment,” resulted in impairment of the Life Insurance reporting unit goodwill of $905 million during the fourth quarter of 2017 driven primarily from the impact of the December 22, 2017, enactment of the Tax Act that increased the carrying value of the Life Insurance reporting unit in excess of its fair value.

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

	As of December 31, 2018					As of December 31, 2017
	Gross					Gross
	Carrying		Accumulated			Carrying		Accumulated
	Amount		Amortization			Amount		Amortization
Retirement Plan Services:
Mutual fund contract rights (1)	$	5		$	-	$	5		$	-
Life Insurance:
Sales force		100			51		100			47
Group Protection:
VOCRA		576			5		-			-
VODA		31			-		-			-
Insurance licenses (1)		3			-		-			-
Total	$	715		$	56	$	105		$	47

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

Future estimated amortization of specifically identifiable intangible assets (in millions) as of December 31, 2018, was as follows:

2019	$	26
2020		37
2021		37
2022		37
2023		37
Thereafter		477

11.  Guaranteed Benefit Features

Information on the GDB features outstanding (dollars in millions) was as follows:

	As of December 31,
	2018 (1)		2017 (1)
Return of Net Deposits
Total account value	$	89,783	$	96,941
Net amount at risk (2)		1,002		81
Average attained age of contract holders		65 years		64 years
Minimum Return
Total account value	$	88	$	108
Net amount at risk (2)		18		18
Average attained age of contract holders		77 years		76 years
Guaranteed minimum return		5%		5%
Anniversary Contract Value
Total account value	$	23,365	$	26,596
Net amount at risk (2)		2,007		417
Average attained age of contract holders		71 years		70 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.

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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 Years Ended December 31,
	2018			2017			2016
Balance as of beginning-of-year	$	100		$	110		$	115
Changes in reserves		77			8			34
Benefits paid		(16	)		(18	)		(39	)
Balance as of end-of-year	$	161		$	100		$	110

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 December 31,
	2018		2017
Asset Type
Domestic equity	$	54,060	$	59,647
International equity		18,359		20,837
Fixed income		37,942		40,626
Total	$	110,361	$	121,110
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.  Reserves on UL and VUL products with secondary guarantees represented 33% and 32% of total life insurance in-force reserves as of December 31, 2018 and 2017, respectively.  UL and VUL products with secondary guarantees represented 36%, 27% and 33% of total sales for the years ended December 31, 2018, 2017 and 2016, respectively.

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12.  Liability for Unpaid Claims

Changes in the liability for unpaid claims (in millions), were as follows:

	For the Years Ended December 31,
	2018			2017			2016
Balance as of beginning-of-year	$	2,222		$	2,242		$	2,307
Reinsurance recoverable		57			69			71
Net balance as of beginning-of-year		2,165			2,173			2,236
Business acquired (1)		2,842			-			-
Incurred related to:
Current year		2,531			1,346			1,395
Prior years:
Interest		120			69			71
All other incurred (2)		(208	)		(76	)		(156	)
Total incurred		2,443			1,339			1,310
Paid related to:
Current year		(1,197	)		(798	)		(806	)
Prior years		(1,061	)		(549	)		(567	)
Total paid		(2,258	)		(1,347	)		(1,373	)
Net balance as of end-of-year		5,192			2,165			2,173
Reinsurance recoverable		143			57			69
Balance as of end-of-year	$	5,335		$	2,222		$	2,242

⁽¹⁾ Represents Liberty group life and disability reserves, net, as of May 1, 2018, subject to finalization of acquisition date fair values. SeeNote 3 for additional information.

⁽²⁾ All other incurred is primarily impacted by the level of claim resolutions in the period compared to that which is expected by the reserve assumption. A negative number implies a favorable result where claim resolutions were more favorable than assumed. Our claim resolution rate assumption used in determining reserves is our expectation of the resolution rate we will experience over the long-term life of the block of claims. It will vary from actual experience in any one period, both favorably and unfavorably.

The majority of the reserves included above are for long-term disability claims. The interest rate assumption is an important part of the reserving process due to the long benefit period for these claims. Interest accrued on prior years reserves has been calculated on the opening reserve balance less one-half of the prior year’s incurred claim payments at our average reserve discount rate.

Long-term disability benefits may extend for many years, and claim development schedules do not reflect these longer benefit periods. As a result, we use longer term retrospective runoff studies, experience studies and prospective studies to develop our liability estimates.Long-term disability reserves are discounted using rates ranging from 3.25% to 5%. The discount rates vary by year of claim incurral.

A reconciliation of future contract benefits as reported in our Consolidated Balance Sheets to the liability for unpaid claims (in millions), was as follows:

	As of December 31,
	2018		2017		2016
Future contract benefits	$	33,884	$	22,063	$	20,681
Less:
Life insurance and annuity reserves and claims due		27,133		18,414		16,923
Accident and health life insurance reserves		1,416		1,427		1,516
Liability for unpaid claims	$	5,335	$	2,222	$	2,242

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13.  Short-Term and Long-Term Debt

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

	As of December 31,
	2018		2017
Short-Term Debt
Short-term debt (1)	$	288	$	10
Long-Term Debt, Excluding Current Portion
9.76% surplus note, due 2024	$	50	$	50
6.56% surplus note, due 2028		500		500
LIBOR + 111 bps surplus note, due 2028		71		71
LIBOR + 226 bps surplus note, due 2028		600		573
6.03% surplus note, due 2028		750		750
LIBOR + 200 bps surplus note, due 2035		30		30
LIBOR + 155 bps surplus note, due 2037		25		25
4.20% surplus note, due 2037		50		50
LIBOR + 100 bps surplus note, due 2037		312		325
4.50% surplus note, due 2038		13		-
Total long-term debt	$	2,401	$	2,374

⁽¹⁾ The short-term debt represents short-term notes payable to LNC.

On September 27, 2017, we executed the right to repay the $240 million surplus note issued on June 28, 2013, to LNC and recognized a $5 million loss on the early extinguishment of debt, pre-tax, related to unamortized issuance costs on our Consolidated Statements of Comprehensive Income (Loss).

Future principal payments due on long-term debt (in millions) as of December 31, 2018, were as follows:

2019	$	-
2020		-
2021		-
2022		-
2023		-
Thereafter		2,401
Total	$	2,401

We issued a surplus note of $50 million to LNC in 1994.  The note calls for us to pay the principal amount of the note on or before September 30, 2024, and interest to be paid semiannually at an annual rate of 9.76%.  Subject to approval by the Commissioner, we have the right to repay the note on any March 31 or September 30.

We issued a surplus note of $500 million to LNC in 1998.  The note calls for us to pay the principal amount of the note on or before March 31, 2028, and interest to be paid quarterly at an annual rate of 6.56%.  Subject to approval by the Commissioner, LNC has the right to redeem the note for immediate repayment in total or in part once per year on the anniversary date of the note.  Any payment of interest or repayment of principal may be paid only out of our statutory earnings, only if our statutory capital surplus exceeds our statutory capital as of the date of note issuance of $2.3 billion, and subject to approval by the Commissioner.

On October 1, 2013, we issued a surplus note of $71 million to LNC.  The note calls for us to pay the principal amount of the note on or before September 24, 2028, and interest to be paid quarterly at an annual rate of LIBOR + 111 bps.  Subject to approval by the Commissioner, we have the right to repay the note in whole or in part prior to the maturity date, if our statutory capital surplus exceeds the sum of our surplus at closing plus any accrued but unpaid interest.

On December 17, 2013, we issued a variable surplus note to a wholly-owned subsidiary of LNC with an initial outstanding principal amount of $287 million.  The outstanding principal amount as of December 31, 2018, was $600 million.  The note calls for us to pay the principal amount of the note on or before October 1, 2028, and interest to be paid quarterly at an annual rate of LIBOR + 226 bps.

We issued a surplus note of $750 million to LNC in 1998.  The note calls for us to pay the principal amount of the note on or before December 31, 2028, and interest to be paid quarterly at an annual rate of 6.03%.  Subject to approval by the Commissioner, LNC has the right to redeem the note for immediate repayment in total or in part once per year on the anniversary date of the note.  Any payment of

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interest or repayment of principal may be paid only out of our statutory earnings, only if our statutory capital surplus exceeds our statutory capital surplus as of the date of note issuance of $2.4 billion, and subject to approval by the Commissioner.

On October 1, 2015, we issued a surplus note of $30 million to LNC.  The note calls for us to pay the principal amount of the note on or before September 28, 2035, and interest to be paid quarterly at an annual rate of LIBOR + 200 bps.  Subject to approval by the Commissioner, we have the right to repay the note in whole or in part prior to the maturity date, if our statutory capital surplus exceeds the sum of our surplus at closing plus any accrued but unpaid interest. 

On July 1, 2017, we issued a surplus note of $25 million to LNC.  The note calls for us to pay the principal amount of the note on or before June 30, 2037, and interest to be paid quarterly at an annual rate of LIBOR + 155 bps.  Subject to approval by the Commissioner, we have the right to repay the note in whole or in part prior to the maturity date, if our statutory capital surplus exceeds the sum of our surplus at closing plus any accrued but unpaid interest. 

On October 1, 2017, we issued a surplus note of $50 million to LNC.  The note calls for us to pay the principal amount of the note on or before July 1, 2037, and interest to be paid quarterly at an annual rate of 4.20%.  Subject to approval by the Commissioner, we have the right to repay the note in whole or in part prior to the maturity date, if our statutory capital surplus exceeds the sum of our surplus at closing plus any accrued but unpaid interest. 

On October 9, 2007, we issued a surplus note of $375 million that LNC has held effective December 31, 2008.  The note calls for us to pay the principal amount of the note on or before October 9, 2037, and interest to be paid quarterly at an annual rate of LIBOR + 100 bps.  On June 15, 2017, the surplus note was amended to include repayment terms stating subject to approval by the Commissioner, we have the right to repay the note in whole or in part prior to the maturity date, if our statutory capital surplus exceeds the sum of our surplus at closing plus any accrued but unpaid interest.  The outstanding principal amount as of December 31, 2018, was $312 million due to executing our right to repay the surplus note in part to LNC.

On July 1, 2018, we issued a surplus note of $13 million to LNC. The note calls for us to pay the principal amount of the note on or before June 30, 2038, and interest to be paid quarterly at an annual rate of 4.50%.  Subject to approval by the Commissioner, we have the right to repay the note in whole or in part prior to the maturity date, if our statutory capital surplus exceeds the sum of our surplus at closing plus any accrued but unpaid interest. 

Credit Facilities and Letters of Credit

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

		As of December 31, 2018
	Expiration	Maximum		LOCs
	Date	Available		Issued
Credit Facilities
Five-year revolving credit facility	Jun-2021	$	2,500	$	995
LOC facility (1)	Aug-2031		990		953
LOC facility (1)	Oct-2031		1,006		1,006
Total		$	4,496	$	2,954

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

On June 30, 2016, the existing credit agreement was refinanced with a syndicate of banks.  This agreement (the “credit facility”) allows for the borrowing and issuance of LOCs of up to $2.5 billion, $1.75 billion of which is available only to reimburse the banks for drawn LOCs.  The credit facility is unsecured and has a commitment termination date of June 30, 2021.  The LOCs under the facility are used primarily to satisfy reserve credit requirements of (i) LNL and LLANY for which reserve credit is provided by LNL captive reinsurance subsidiaries and LNBAR and (ii) certain ceding companies of our legacy reinsurance business.

The credit facility contains or includes:

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

· Financial covenants including maintenance of a minimum consolidated net worth (as defined in the facility) equal to the sum of $10.5 billion plus 50% of the aggregate net proceeds of equity issuances received by us in accordance with the terms of the credit facility; and a debt-to-capital ratio as defined in accordance with the credit facility not to exceed 0.35 to 1.00; and

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

Upon an event of default, the credit facility provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable.  As of December 31, 2018, we were in compliance with all such covenants.

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Our LOC facility agreements each contain customary terms and conditions, including early termination fees, covenants restricting the ability of the subsidiaries to incur liens, merge or consolidate with another entity and dispose of all or substantially all of their assets.  Upon an event of early termination, the agreements require the immediate payment of all or a portion of the present value of the future LOC fees that would have otherwise been paid.  Further, the agreements contain customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default.  The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, bankruptcy and liquidation proceedings and other customary defaults.  Upon an event of default, the agreements provide that, among other things, obligations to issue, amend or increase the amount of any LOC shall be terminated and any obligations shall become immediately due and payable.  As of December 31, 2018, we were in compliance with all such covenants.

14.  Contingencies and Commitments

Contingencies

Regulatory and Litigation Matters

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 advisers and unclaimed property laws. 

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

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

We establish liabilities for litigation and regulatory loss contingencies when information related to the loss contingencies shows both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.  It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be estimated as of December 31, 2018.  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 LNL’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 December 31, 2018, 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.

Certain reinsurers have sought rate increases on certain yearly renewable term treaties.  We are disputing the requested rate increases under these treaties.  We have initiated and will initiate arbitration proceedings, as necessary, under these treaties in order to protect our contractual rights.  Additionally, reinsurers may initiate arbitration proceedings against us.  We believe it is unlikely the outcome of these disputes will have a material adverse effect on our financial condition.  For more information about reinsurance, see Note 9.

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Cost of Insurance Litigation

Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company, filed in the U.S. District Court for the District of Connecticut, No. 3:16-cv-00827, is a putative class action that was served on LNL on June 8, 2016.  Plaintiff is the owner of a universal life insurance policy who alleges that LNL charged more for non-guaranteed cost of insurance than permitted by the policy.  Plaintiff seeks to represent all universal life and variable universal life policyholders who owned policies containing non-guaranteed cost of insurance provisions that are similar to those of Plaintiff’s policy and seeks damages on behalf of all such policyholders.  On January 11, 2019, the court dismissed plaintiff’s complaint in its entirety.  On February 26, 2019, plaintiff filed a motion for leave to amend the complaint.

Hanks v. The Lincoln Life and Annuity Company of New York (“LLANY”) and Voya Retirement Insurance and Annuity Company (“Voya”), filed in the U.S. District Court for the Southern District of New York, No. 1:16-cv-6399, is a putative class action that was served on LLANY on August 12, 2016.  Plaintiff owns a universal life policy originally issued by Aetna (now Voya) and alleges that (i) Voya breached the terms of the policy when it increased non-guaranteed cost of insurance rates on Plaintiff’s policy; and (ii) LLANY, as reinsurer and administrator of Plaintiff’s policy, engaged in wrongful conduct related to the cost of insurance increase and was unjustly enriched as a result.  Plaintiff seeks to represent all owners of Aetna life insurance policies that were subject to non-guaranteed cost of insurance rate increases in 2016 and seeks damages on their behalf.  We are vigorously defending this matter.

EFG Bank AG, Cayman Branch, et al. v. The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:17-cv-02592, is a civil action filed on February 1, 2017.  Plaintiffs own Legend Series universal life insurance policies originally issued by Jefferson-Pilot (now LNL).  Plaintiffs allege that LNL breached the terms of policyholders’ contracts when it increased cost of insurance rates beginning in 2016.  We are vigorously defending this matter.

In re: Lincoln National COI Litigation, pending in the U.S. District Court for the Eastern District of Pennsylvania, Master File No. 2:16-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 matters, the order also covers any future cases filed in the same district related to the same subject matter.  Plaintiffs own universal life insurance policies originally issued by Jefferson-Pilot (now LNL).  Plaintiffs allege that LNL and LNC breached the terms of policyholders’ contracts by increasing non-guaranteed cost of insurance rates beginning in 2016.  Plaintiffs seek to represent classes of policyowners and seek damages on their behalf.  We are vigorously defending this matter.

In re: Lincoln National 2017 COI Rate Litigation, Master File No. 2:17-cv-04150 is a consolidated litigation matter related to multiple putative class action filings that were consolidated by an order of the court in March 2018.  Plaintiffs own universal life insurance policies originally issued by former Jefferson-Pilot (now LNL).  Plaintiffs allege that LNL and LNC breached the terms of policyholders’ contracts by increasing non-guaranteed cost of insurance rates beginning in 2017.  Plaintiffs seek to represent classes of policyholders and seek damages on their behalf.  We are vigorously defending this matter.

TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company, filed in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:18-cv-02989, is a putative class action that was filed on July 17, 2018.  Plaintiff alleges that LNL charged more for non-guaranteed cost of insurance than permitted by the policy.  Plaintiff seeks to represent all universal life and variable universal life policyholders who own policies issued by LNL or its predecessors containing non-guaranteed cost of insurance provisions that are similar to those of Plaintiff’s policy and seeks damages on behalf of all such policyholders.  We are vigorously defending this matter.

LSH Co. and Wells Fargo Bank, National Association, as securities intermediary for LSH Co. v. Lincoln National Corporation and The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:18-cv-05529, is a civil action filed on December 21, 2018.  Plaintiffs own universal life insurance policies originally issued by Jefferson-Pilot (now LNL).  Plaintiffs allege that LNL breached the terms of policyholders’ contracts when it increased non-guaranteed cost of insurance rates in 2016 and 2017.  Because the majority of policies at issue experienced a rate change in 2016, we expect the case will be consolidated with the In re: Lincoln National COI Litigation and EFG Bank cases, discussed above.  We are vigorously defending this matter.

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Commitments

Operating Leases

We lease office space and certain equipment under various long-term lease agreements.  Rental expense on operating leases for the years ended December 31, 2018, 2017 and 2016, was $43 million, $36 million and $37 million, respectively.  Our future minimum lease payments (in millions) as of December 31, 2018, were as follows:

2019	$	36
2020		36
2021		32
2022		27
2023		24
Thereafter		85
Total	$	240

Capital Leases

In 2018 and 2017, we entered into sale-leaseback transactions on $88 million and $62 million, respectively, (net of amortization) of assets.  These transactions have been classified as other assets on our Consolidated Balance Sheets.  These assets will continue to be amortized on a straight-line basis over the assets’ remaining lives.  Total accumulated amortization of all capital leased assets under sale-leaseback transactions as of December 31, 2018 and 2017, was $282 million and $101 million, respectively.  Future minimum lease payments under capital leases (in millions) as of December 31, 2018, were as follows:

2019	$	97
2020		58
2021		68
2022		67
2023		91
Thereafter		28
Total minimum lease payments		409
Less: Amount representing interest		45
Present value of minimum lease payments	$	364

Vulnerability from Concentrations

As of December 31, 2018, we did not have a concentration of:  business transactions with a particular customer or lender; sources of supply of labor or services used in the business; or a market or geographic area in which business is conducted that makes us vulnerable to an event that is at least reasonably possible to occur in the near term and which could cause a severe impact to our financial condition.  For information on our investment and reinsurance concentrations, see Notes 5 and 9, respectively.   

Although we do not have any significant concentration of customers, our American Legacy Variable Annuity (“ALVA”) product offered in our Annuities segment is significant to this segment.  The ALVA product accounted for 11%,14% and 21% of Annuities’ variable annuity product deposits in 2018, 2017 and 2016, respectively, and represented approximately 38%,  40% and 41% of the segment’s total variable annuity product account values as of December 31, 2018, 2017 and 2016, respectively.  In addition, fund choices for certain of our other variable annuity products offered in our Annuities segment include American Fund Insurance SeriesSM (“AFIS”) funds.  For the Annuities segment, AFIS funds accounted for  16%,  20% and 23% of variable annuity product deposits in 2018, 2017 and 2016, respectively, and represented 45%,  47% and 47% of the segment’s total variable annuity product account values as of December 31, 2018, 2017 and 2016, respectively.

Other Contingency Matters

State guaranty funds assess insurance companies to cover losses to contract holders of insolvent or rehabilitated companies.  Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states.  We have accrued for expected assessments and the related reductions in future state premium taxes, which net to assessments (recoveries) of $(18) million and $(17) million as of December 31, 2018 and 2017, respectively.

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15.  Shares and Stockholder’s Equity

All authorized and issued shares of LNL are owned by LNC.

AOCI

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

	For the Years Ended December 31,
	2018			2017			2016
Unrealized Gain (Loss) on AFS Securities
Balance as of beginning-of-year	$	3,283		$	1,687		$	934
Cumulative effect from adoption of new accounting standards		634			-			-
Unrealized holding gains (losses) arising during the year		(5,995	)		2,872			1,549
Change in foreign currency exchange rate adjustment		(107	)		134			(100	)
Change in DAC, VOBA, DSI, future contract benefits and other contract holder funds		1,748			(703	)		(460	)
Income tax benefit (expense)		923			(745	)		(351	)
Less:
Reclassification adjustment for gains (losses) included in net income (loss)		(44	)		(40	)		(155	)
Associated amortization of DAC, VOBA, DSI and DFEL		(19	)		(19	)		(22	)
Income tax benefit (expense)		13			21			62
Balance as of end-of-year	$	536		$	3,283		$	1,687
Unrealized OTTI on AFS Securities
Balance as of beginning-of-year	$	39		$	22		$	19
(Increases) attributable to:
Cumulative effect from adoption of new accounting standards		9			-			-
Gross OTTI recognized in OCI during the year		-			-			(53	)
Change in DAC, VOBA, DSI and DFEL		-			-			12
Income tax benefit (expense)		-			-			14
Decreases attributable to:
Changes in fair value, sales, maturities or other settlements of AFS securities		(18	)		34			51
Change in DAC, VOBA, DSI and DFEL		(5	)		(7	)		(7	)
Income tax benefit (expense)		4			(10	)		(15	)
Balance as of end-of-year	$	29		$	39		$	22
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year	$	27		$	93		$	157
Cumulative effect from adoption of new accounting standard		6			-			-
Unrealized holding gains (losses) arising during the year		40			63			(175	)
Change in foreign currency exchange rate adjustment		111			(137	)		96
Change in DAC, VOBA, DSI and DFEL		(14	)		1			2
Income tax benefit (expense)		(29	)		26			27
Less:
Reclassification adjustment for gains (losses) included in net income (loss)		31			31			24
Associated amortization of DAC, VOBA, DSI and DFEL		(3	)		(2	)		(2	)
Income tax benefit (expense)		(6	)		(10	)		(8	)
Balance as of end-of-year	$	119		$	27		$	93
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year	$	(22	)	$	(20	)	$	(19	)
Cumulative effect from adoption of new accounting standard		(5	)		-			-
Adjustment arising during the year		3			(4	)		(2	)
Income tax benefit (expense)		(1	)		2			1
Balance as of end-of-year	$	(25	)	$	(22	)	$	(20	)

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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 Years Ended December 31,
	2018			2017			2016
Unrealized Gain (Loss) on AFS Securities
Gross reclassification	$	(44	)	$	(40	)	$	(155	)	Total realized gain (loss)
Associated amortization of DAC,
VOBA, DSI and DFEL		(19	)		(19	)		(22	)	Total realized gain (loss)
Reclassification before income										Income (loss) from continuing
tax benefit (expense)		(63	)		(59	)		(177	)	operations before taxes
Income tax benefit (expense)		13			21			62		Federal income tax expense (benefit)
Reclassification, net of income tax	$	(50	)	$	(38	)	$	(115	)	Net income (loss)
Unrealized OTTI on AFS Securities
Gross reclassification	$	7		$	5		$	3		Total realized gain (loss)
Change in DAC, VOBA, DSI and DFEL		-			(1	)		-		Total realized gain (loss)
Reclassification before income										Income (loss) from continuing
tax benefit (expense)		7			4			3		operations before taxes
Income tax benefit (expense)		(1	)		(1	)		-		Federal income tax expense (benefit)
Reclassification, net of income tax	$	6		$	3		$	3		Net income (loss)
Unrealized Gain (Loss) on Derivative Instruments
Gross reclassifications:
Interest rate contracts	$	4		$	4		$	5		Net investment income
Interest rate contracts		-			-			1		Total realized gain (loss)
Foreign currency contracts		27			18			11		Net investment income
Foreign currency contracts		-			9			7		Total realized gain (loss)
Total gross reclassifications		31			31			24
Associated amortization of DAC,
VOBA, DSI and DFEL		(3	)		(2	)		(2	)	Commissions and other expenses
Reclassifications before income										Income (loss) from continuing
tax benefit (expense)		28			29			22		operations before taxes
Income tax benefit (expense)		(6	)		(10	)		(8	)	Federal income tax expense (benefit)
Reclassifications, net of income tax	$	22		$	19		$	14		Net income (loss)

16.  Commissions and Other Expenses

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

	For the Years Ended December 31,
	2018			2017			2016
Commissions	$	2,271		$	1,998		$	1,927
General and administrative expenses		1,910			1,715			1,623
Expenses associated with reserve financing and unrelated LOCs		64			57			40
DAC and VOBA deferrals and interest, net of amortization		(436	)		(390	)		(170	)
Broker-dealer expenses		358			329			320
Specifically identifiable intangible asset amortization		9			4			4
Taxes, licenses and fees		322			254			261
Acquisition and integration costs related to mergers and acquisitions		85			-			-
Total	$	4,583		$	3,967		$	4,005

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17.  Retirement and Deferred Compensation Plans

Defined Benefit Pension and Other Postretirement Benefit Plans

We maintain defined benefit pension plans in which certain agents are participants.  These defined benefit pension plans are closed to new entrants and existing participants do not accrue any additional benefits.  We comply with applicable minimum funding requirements andelected to contribute $8 million for the year ended December 31, 2018. We do not expect to be required to make any contributions to these pension plans in 2019.  We sponsor other postretirement benefit plans that provide health care and life insurance to certain retired agents.  Total net periodic cost (recovery) for these plans was $6million, $5million and $3 million during 2018, 2017 and 2016, respectively.  In 2019, we expect to make benefit payments of approximately $10 million for these plans. 

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

	As of or For the Years Ended December 31,
	2018			2017			2018			2017
							Other Postretirement
	Pension Plans						Benefit Plans
Fair value of plan assets	$	107		$	111		$	8		$	7
Projected benefit obligation		112			119			10			12
Funded status	$	(5	)	$	(8	)	$	(2	)	$	(5	)
Amounts Recognized on the
Consolidated Balance Sheets
Other assets	$	-		$	-		$	-		$	-
Other liabilities		(5	)		(8	)		(2	)		(5	)
Net amount recognized	$	(5	)	$	(8	)	$	(2	)	$	(5	)
Weighted-Average Assumptions
Benefit obligations:
Weighted-average discount rate		4.50%			4.00%			4.50%			4.00%
Net periodic benefit cost:
Weighted-average discount rate		4.00%			4.50%			4.00%			4.50%
Expected return on plan assets		4.50%			4.75%			6.50%			6.50%

The weighted average discount rate was determined based on a corporate yield curve as of December 31, 2018, and projected benefit obligation cash flows.  The expected return on plan assets was determined based on historical and expected future returns of the various asset categories, using the plans’ target plan allocation.  We reevaluate these assumptions each plan year. 

The following summarizes our fair value measurements of our benefit plans’ assets (in millions) on a recurring basis by asset category:

	As of December 31,
	2018		2017
Fixed maturity securities:
Corporate bonds	$	1	$	1
U.S. government bonds		87		105
U.S. government mortgage-backed
securities		-		3
Cash and invested cash		19		2
Other investments		8		7
Total	$	115	$	118

See “Fair Value Measurement” in Note 1 for discussion on how we categorize our pension plans’ assets into the three-level fair value hierarchy.  See “Financial Instruments Carried at Fair Value” in Note 22 for a summary of our fair value measurement of our pension plans’ assets by the three-level fair value hierarchy. 

Participation in Defined Benefit Pension and Other Postretirement Benefit Plans

We participate in defined benefit pension plans that are sponsored by LNC for certain employees and non-employee directors.  These defined benefit pension plans are closed to new entrants, and existing participants do not accrue any additional benefits.  We also participate in other postretirement benefit plans sponsored by LNC that provide health care and life insurance to certain retired

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employees.  Our expense (benefit) for these plans was $(4) million,$7 million and $9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Defined Contribution Plans

We sponsor tax-qualified defined contribution plans for eligible agents that are administered in accordance with the plan documents and various limitations under section 401(a) of the Internal Revenue Code of 1986.  We also participate in defined contribution plans sponsored by LNC for eligible employees.  Our expense for these plans was $90 million, $85 million and $83 million, for the years ended December 31, 2018, 2017 and 2016, respectively. 

Deferred Compensation Plans

We sponsor non-qualified, unfunded, deferred compensation plans for certain current and former agents.  Certain current employees participate in non-qualified, unfunded, deferred compensation plans sponsored by LNC.  The results of certain notional investment options within some of the plans are hedged by total return swaps.  Our expenses increase or decrease in direct proportion to the change in market value of the participants’ investment options.  Participants of certain plans are able to select LNC stock as a notional investment option; however, it is not hedged by the total return swaps and is a primary source of expense volatility related to these plans.  Our expense for these plans was $12 million,$27 million and $22 million for the years ended December 31, 2018, 2017 and 2016, respectively.  For further discussion of total return swaps related to our deferred compensation plans, see Note 6. 

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

	As of December 31,
	2018		2017
Total liabilities (1)	$	487	$	517
Investments dedicated to fund liabilities (2)		170		182

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

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

18.  Stock-Based Incentive Compensation Plans

Our employees and agents are included in LNC’s various stock-based incentive compensation plans that provide for the issuance of stock options, performance shares, stock appreciation rights (“SARs”) and restricted stock units (“RSUs”).  LNC issues new shares to satisfy option exercises and vested performance shares and RSUs.

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

	For the Years Ended December 31,
	2018			2017		2016
Stock options	$	5		$	9	$	9
Performance shares		14			12		10
SARs		(1	)		2		3
RSUs		30			24		22
Total	$	48		$	47	$	44
Recognized tax benefit	$	10		$	16	$	15

19.  Statutory Information and Restrictions

We prepare financial statements in accordance with statutory accounting principles (“SAP”) prescribed or permitted by the insurance departments of our respective states of domicile, which may vary materially from GAAP.

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

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

59

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

	As of December 31,
	2018		2017
U.S. capital and surplus	$	8,330	$	8,074

	For the Years Ended December 31,
	2018		2017		2016
U.S. net gain (loss) from operations, after-tax	$	686	$	1,312	$	1,088
U.S. net income (loss)		1,013		1,452		982
U.S. dividends to LNC holding company		910		954		950

Comparison of 2018 to 2017

Statutory net income (loss) decreased due primarily to lower dividends from affiliates, acquisition and integration costs incurred as part of our acquisition of LLACB, and unfavorable reserve strain on certain products.See Note 3 for information regarding our acquisition.

Comparison of 2017 to 2016

Statutory net income (loss) increased due primarily to higher dividends from affiliates, higher realized gains on investments, and increased other revenue, partially offset by unfavorable reserve strain on certain products.

The states of domicile for LNL and LLANY, Indiana and New York, respectively, have adopted certain prescribed accounting practices that differ from those found in NAIC SAP.  These prescribed practices are the use of continuous Commissioners Annuity Reserve Valuation Method (“CARVM”) in the calculation of reserves as prescribed by the state of New York, the calculation of reserves on universal life policies based on the Indiana universal life method as prescribed by the state of Indiana for policies issued before January 1, 2006, and the use of a more conservative valuation interest rate on certain annuities prescribed by the states of Indiana and New York.  The Vermont reinsurance subsidiaries also have certain accounting practices permitted by the state of Vermont that differ from those found in NAIC SAP.  One permitted practice involves accounting for the lesser of the face amount of all amounts outstanding under an LOC and the value of the Valuation of Life Insurance Policies Model Regulation (“XXX”) additional statutory reserves as an admitted asset and a form of surplus as of December 31, 2018 and 2017.  Another permitted practice involves the acquisition of an LLC note in exchange for a variable value surplus note that is recognized as an admitted asset and a form of surplus as of December 31, 2018.  Lastly, the state of Vermont has permitted a practice to account for certain excess of loss reinsurance treaties with unaffiliated reinsurers as an asset and form of surplus as of December 31, 2018.  These permitted practices are related to structures that continue to be allowed in accordance with the grandfathered structures under the provisions of Actuarial Guideline 48 (“AG48”). 

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

	As of December 31,
	2018			2017
State Prescribed Practices
Calculation of reserves using the Indiana universal life method	$	36		$	54
Conservative valuation rate on certain annuities		(55	)		(50	)
Vermont Subsidiaries Permitted Practices(1)
Lesser of LOC and XXX additional reserve as surplus		1,959			1,965
LLC notes and variable value surplus notes		1,634			1,585
Excess of loss reinsurance treaties		330			185

⁽¹⁾ These permitted practices are related to structures that continue to be allowed in accordance with the grandfathered structures under the provisions of AG48.

The New York State Department of Financial Services did not recognize the NAIC revisions to Actuarial Guideline 38 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 our New York-domiciled insurance subsidiary, LLANY.  Although LLANY discontinued the sale of these products in early 2013, the change affected those policies previously sold.  As a result, we phased in an increase in reserves over five years, from 2013 to 2017, resulting in a total increase of $450 million.

60

The NAIC has adopted risk-based capital (“RBC”) requirements for life insurance companies to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks.  The requirements provide a means of measuring the minimum amount of statutory surplus appropriate for an insurance company to support its overall business operations based on its size and risk profile.  Under RBC requirements, regulatory compliance is determined by the ratio of a company’s total adjusted capital, as defined by the NAIC, to its company action level of RBC (known as the “RBC ratio”), also as defined by the NAIC.  The company action level may be triggered if the RBC ratio is between 75% and 100%, which would require the insurer to submit a plan to the regulator detailing corrective action it proposes to undertake.  As of December 31, 2018, the Company’s RBC ratio was in excess of four times the aforementioned company action level.

We are subject to certain insurance department regulatory restrictions as to the transfer of funds and payment of dividends to the holding company.  Under Indiana laws and regulations, LNL may pay dividends to LNC without prior approval of the Indiana Insurance Commissioner (the “Commissioner”), only from unassigned surplus and must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding 12 consecutive months, would exceed the statutory limitation.  The current statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner or the insurer’s statutory net gain from operations for the previous 12 months, but in no event to exceed statutory unassigned surplus.  Indiana law gives the Commissioner broad discretion to disapprove requests for dividends in excess of these limits.  LNL’s subsidiaries, LLANY, a New York-domiciled insurance company, and LLACB, a New Hampshire-domiciled company, are bound by similar restrictions, under the laws of New York and New Hampshire, respectively.  Under both New York and New Hampshire law, the applicable statutory limitation on dividends is equal to the lesser of 10% of surplus to contract holders as of the immediately preceding calendar year or net gain from operations for the immediately preceding calendar year, not including realized capital gains.  We expect that we could pay dividends of approximately $800 million in 2019 without prior approval from the respective Commissioner of Insurance.

All payments of principal and interest on surplus notes must be approved by the respective Commissioner of Insurance.

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20.  Fair Value of Financial Instruments

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

	As of December 31, 2018						As of December 31, 2017
	Carrying			Fair			Carrying			Fair
	Value			Value			Value			Value
Assets
AFS securities:
Fixed maturity securities	$	92,787		$	92,787		$	93,340		$	93,340
Equity securities		-			-			246			246
Trading securities		1,869			1,869			1,533			1,533
Equity securities		99			99			-			-
Mortgage loans on real estate		13,190			13,020			10,662			10,773
Derivative investments (1)		1,081			1,081			845			845
Other investments		1,951			1,951			2,006			2,006
Cash and invested cash		1,848			1,848			947			947
Reinsurance related embedded derivatives		188			188			-			-
Other assets:
GLB direct embedded derivatives		123			123			903			903
GLB ceded embedded derivatives		72			72			51			51
Indexed annuity ceded embedded derivatives		902			902			11			11
Separate account assets		132,833			132,833			144,219			144,219
Liabilities
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		(1,305	)		(1,305	)		(1,418	)		(1,418	)
Other contract holder funds:
Remaining guaranteed interest and similar contracts		(542	)		(542	)		(592	)		(592	)
Account values of certain investment contracts		(34,500	)		(36,321	)		(32,332	)		(36,161	)
Short-term debt		(288	)		(288	)		(10	)		(10	)
Long-term debt		(2,401	)		(2,519	)		(2,374	)		(2,677	)
Reinsurance related embedded derivatives		-			-			(51	)		(51	)
Other liabilities:
Derivative liabilities (1)		(226	)		(226	)		(455	)		(455	)
GLB ceded embedded derivatives		(196	)		(196	)		(954	)		(954	)
Benefit Plans’ Assets (2)		115			115			118			118

⁽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⁾ Included in the funded statuses of the benefit plans, which is reported in other liabilities on our Consolidated Balance Sheets.  Refer to Note 17 for information regarding our benefit plans. 

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. 

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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.  Other investments also includes FHLB stock carried at cost and periodically evaluated for impairment based on ultimate recovery of par value.  The inputs used to measure the fair value of our LPs, other privately held investments and FHLB stock are classified as Level 3 within the fair value hierarchy.  The remaining assets in other investments include cash collateral receivables and securities that are not LPs or other privately held investments. The inputs used to measure the fair value of these assets are classified as Level 1 within the fair value hierarchy.

Separate Account Assets

Separate account assets are primarily carried at fair value.  A portion of our separate account assets includes LPs, which are accounted for using the equity method of accounting.  The carrying value is based on our proportional share of the net assets of the LPs and approximates fair value. The inputs used to measure the fair value of the separate account asset LPs are classified as Level 3 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 December 31, 2018 and 2017, the remaining guaranteed interest and similar contracts carrying value approximated fair value.  The fair value of the account values of certain investment contracts is based on their approximate surrender value as of the balance sheet date.  The inputs used to measure the fair value of our other contract holder funds are classified as Level 3 within the fair value hierarchy.

Short-Term and Long-Term Debt

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

Financial Instruments Carried at Fair Value

We did not have any assets or liabilities measured at fair value on a nonrecurring basis as of December 31, 2018 or 2017, and we noted no changes in our valuation methodologies between these periods. 

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

		As of December 31, 2018
		Quoted
		Prices
		in Active
	Markets for			Significant				Significant
		Identical		Observable				Unobservable				Total
		Assets			Inputs				Inputs			Fair
		(Level 1)			(Level 2)				(Level 3)			Value
Assets
Investments:
Fixed maturity AFS securities:
Corporate bonds		$	-		$	73,897			$	5,652		$	79,549
ABS			-			919				29			948
U.S. government bonds			368			18				-			386
Foreign government bonds			-			335				109			444
RMBS			-			3,157				7			3,164
CMBS			-			801				2			803
CLOs			-			1,625				105			1,730
State and municipal bonds			-			5,184				-			5,184
Hybrid and redeemable preferred securities			66			438				75			579
Trading securities			43			1,759				67			1,869
Equity securities			16			58				25			99
Derivative investments (1)			-			636				704			1,340
Cash and invested cash			-			1,848				-			1,848
Reinsurance related embedded derivatives			-			188				-			188
Other assets:
GLB direct embedded derivatives			-			-				123			123
GLB ceded embedded derivatives			-			-				72			72
Indexed annuity ceded embedded derivatives			-			-				902			902
Separate account assets			665			132,135				-			132,800
Total assets		$	1,158		$	222,998			$	7,872		$	232,028
Liabilities
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		$	-		$	-			$	(1,305	)	$	(1,305	)
Other liabilities:
Derivative liabilities (1)			-			(314	)			(171	)		(485	)
GLB ceded embedded derivatives			-			-				(196	)		(196	)
Total liabilities		$	-		$	(314	)		$	(1,672	)	$	(1,986	)
Benefit Plans’ Assets		$	-		$	115			$	-		$	115

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		As of December 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		$	-		$	75,810			$	5,350		$	81,160
ABS			-			927				26			953
U.S. government bonds			522			6				5			533
Foreign government bonds			-			336				110			446
RMBS			-			3,246				12			3,258
CMBS			-			593				6			599
CLOs			-			717				91			808
State and municipal bonds			-			4,959				-			4,959
Hybrid and redeemable preferred securities			70			478				76			624
Equity AFS securities			28			57				161			246
Trading securities			73			1,411				49			1,533
Derivative investments (1)			-			740				603			1,343
Cash and invested cash			-			947				-			947
Other assets:
GLB direct embedded derivatives			-			-				903			903
GLB ceded embedded derivatives			-			-				51			51
Indexed annuity ceded embedded derivatives			-			-				11			11
Separate account assets			814			143,405				-			144,219
Total assets		$	1,507		$	233,632			$	7,454		$	242,593
Liabilities
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		$	-		$	-			$	(1,418	)	$	(1,418	)
Reinsurance related embedded derivatives			-			(51	)			-			(51	)
Other liabilities:
Derivative liabilities (1)			-			(380	)			(573	)		(953	)
GLB ceded embedded derivatives			-			-				(954	)		(954	)
Total liabilities		$	-		$	(431	)		$	(2,945	)	$	(3,376	)
Benefit Plans’ Assets		$	-		$	118			$	-		$	118

⁽¹⁾ Derivative investment assets and liabilities are presented within the fair value hierarchy on a gross basis by derivative type and not on a master netting basis by counterparty. 

65

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 DAC, VOBA, DSI and 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 Year Ended December 31, 2018
							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 (2)			Net (3)(4)			Value
Investments: (5)
Fixed maturity AFS securities:
Corporate bonds	$	5,350		$	10		$	(198	)	$	542		$	(52	)	$	5,652
ABS		26			-			-			5			(2	)		29
U.S. government bonds		5			-			-			(5	)		-			-
Foreign government bonds		110			-			(1	)		-			-			109
RMBS		12			-			-			7			(12	)		7
CMBS		6			-			-			35			(39	)		2
CLOs		91			-			-			218			(204	)		105
Hybrid and redeemable
preferred securities		76			-			(1	)		-			-			75
Equity AFS securities		161			-			-			-			(161	)		-
Trading securities		49			(5	)		-			30			(7	)		67
Equity securities		-			(1	)		-			-			26			25
Derivative investments		30			168			(74	)		409			-			533
Other assets: (6)
GLB direct embedded derivatives		903			(780	)		-			-			-			123
GLB ceded embedded derivatives		51			21			-			-			-			72
Indexed annuity ceded embedded derivatives		11			(117	)		-			1,008			-			902
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives (6)		(1,418	)		198			-			(85	)		-			(1,305	)
Other liabilities – GLB ceded embedded
derivatives (6)		(954	)		758			-			-			-			(196	)
Total, net	$	4,509		$	252		$	(274	)	$	2,164		$	(451	)	$	6,200

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	For the Year Ended December 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 (3)			Value
Investments: (5)
Fixed maturity AFS securities:
Corporate bonds	$	4,809		$	17		$	199		$	(45	)	$	370		$	5,350
ABS		33			-			-			-			(7	)		26
U.S. government bonds		-			-			-			-			5			5
Foreign government bonds		111			-			(1	)		-			-			110
RMBS		3			-			-			19			(10	)		12
CMBS		7			-			1			54			(56	)		6
CLOs		68			-			-			124			(101	)		91
State and municipal bonds		-			(1	)		-			-			1			-
Hybrid and redeemable
preferred securities		76			-			14			-			(14	)		76
Equity AFS securities		177			1			(3	)		(13	)		(1	)		161
Trading securities		65			3			8			(26	)		(1	)		49
Derivative investments		(93	)		(27	)		127			23			-			30
Other assets: (6)
GLB direct embedded derivatives		-			903			-			-			-			903
GLB ceded embedded derivatives		371			(320	)		-			-			-			51
Indexed annuity ceded embedded derivatives		-			-			-			11			-			11
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives (6)		(1,139	)		(400	)		-			121			-			(1,418	)
Other liabilities: (6)
GLB direct embedded derivatives		(371	)		371			-			-			-			-
GLB ceded embedded derivatives		-			(954	)		-			-			-			(954	)
Total, net	$	4,117		$	(407	)	$	345		$	268		$	186		$	4,509

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	For the Year Ended December 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 (3)			Value
Investments: (5)
Fixed maturity AFS securities:
Corporate bonds	$	4,273		$	4		$	(29	)	$	159		$	402		$	4,809
ABS		45			-			(1	)		14			(25	)		33
U.S. government bonds		-			-			-			(2	)		2			-
Foreign government bonds		111			-			-			-			-			111
RMBS		1			-			-			54			(52	)		3
CMBS		10			2			(1	)		27			(31	)		7
CLOs		551			-			-			138			(621	)		68
Hybrid and redeemable
preferred securities		94			-			(3	)		(15	)		-			76
Equity AFS securities		164			5			(4	)		12			-			177
Trading securities		73			3			-			6			(17	)		65
Derivative investments		555			(483	)		(1	)		(164	)		-			(93	)
Other assets – GLB ceded
embedded derivatives (6)		952			(581	)		-			-			-			371
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives (6)		(1,100	)		(120	)		-			81			-			(1,139	)
VIEs’ liabilities – derivative instruments (7)		(4	)		4			-			-			-			-
Other liabilities:
Credit default swaps (7)		(9	)		(6	)		-			15			-			-
GLB direct embedded derivatives (6)		(952	)		581			-			-			-			(371	)
Total, net	$	4,764		$	(591	)	$	(39	)	$	325		$	(342	)	$	4,117

⁽¹⁾ The changes in fair value of the interest rate swaps are offset by an adjustment to derivative investments (see Note 6).

⁽²⁾ Issuances, sales, maturities, settlements, calls, net, include financial instruments acquired from Liberty Life as follows: corporate bonds of $67 million and ABS of $17 million.

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

⁽⁴⁾ Transfers into or out of Level 3 for FHLB stock between equity securities and other investments are displayed at cost on our Consolidated Balance Sheets.

⁽⁵⁾ 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).

⁽⁶⁾ Gains (losses) from sales, maturities, settlements and calls are included in realized gain (loss) on our Consolidated Statements of Comprehensive Income (Loss).

⁽⁷⁾ 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).

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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 Year Ended December 31, 2018
	Issuances			Sales			Maturities		Settlements				Calls			Total
Investments:
Fixed maturity AFS securities:
Corporate bonds	$	1,068		$	(171	)	$	(3	)	$	(275	)	$	(77	)	$	542
ABS		22			(17	)		-			-			-			5
U.S. government bonds		-			(5	)		-			-			-			(5	)
RMBS		7			-			-			-			-			7
CMBS		39			-			-			(4	)		-			35
CLOs		218			-			-			-			-			218
Trading securities		54			(24	)		-			-			-			30
Equity securities		1			(1	)		-			-			-			-
Derivative investments		365			465			(421	)		-			-			409
Other assets – indexed annuity ceded
embedded derivatives		1,030			-			-			(22	)		-			1,008
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		(284	)		-			-			199			-			(85	)
Total, net	$	2,520		$	247		$	(424	)	$	(102	)	$	(77	)	$	2,164

	For the Year Ended December 31, 2017
	Issuances			Sales			Maturities		Settlements				Calls			Total
Investments:
Fixed maturity AFS securities:
Corporate bonds	$	850		$	(448	)	$	(98	)	$	(205	)	$	(144	)	$	(45	)
RMBS		19			-			-			-			-			19
CMBS		55			-			-			(1	)		-			54
CLOs		124			-			-			-			-			124
Equity AFS securities		18			(31	)		-			-			-			(13	)
Trading securities		2			(27	)		-			(1	)		-			(26	)
Derivative investments		197			233			(407	)		-			-			23
Other assets – indexed annuity ceded
embedded derivatives		11			-			-			-			-			11
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		(71	)		-			-			192			-			121
Total, net	$	1,205		$	(273	)	$	(505	)	$	(15	)	$	(144	)	$	268

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	For the Year Ended December 31, 2016
	Issuances			Sales			Maturities		Settlements				Calls			Total
Investments:
Fixed maturity AFS securities:
Corporate bonds	$	560		$	(62	)	$	(23	)	$	(176	)	$	(140	)	$	159
ABS		15			-			-			(1	)		-			14
U.S. government bonds		-			-			-			(2	)		-			(2	)
RMBS		54			-			-			-			-			54
CMBS		31			(1	)		-			(3	)		-			27
CLOs		140			-			-			(2	)		-			138
Hybrid and redeemable preferred
securities		-			(15	)		-			-			-			(15	)
Equity AFS securities		18			(6	)		-			-			-			12
Trading securities		7			-			-			(1	)		-			6
Derivative investments		176			(169	)		(171	)		-			-			(164	)
Future contract benefits – indexed annuity
and IUL contracts embedded derivatives		(70	)		-			-			151			-			81
Other liabilities – credit default swaps		-			15			-			-			-			15
Total, net	$	931		$	(238	)	$	(194	)	$	(34	)	$	(140	)	$	325

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 Years Ended December 31,
	2018			2017			2016
Derivative investments	$	90		$	(266	)	$	(432	)
Embedded derivatives:
Indexed annuity and IUL contracts		(38	)		(14	)		(16	)
Other assets – GLB direct and ceded		(75	)		1,904			1,122
Other liabilities – GLB direct and ceded		75			(1,904	)		(1,122	)
VIEs’ liabilities – derivative instruments		-			-			4
Total, net (1)	$	52		$	(280	)	$	(444	)

⁽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 Year Ended December 31, 2018
	Transfers		Transfers
	Into		Out of
	Level 3		Level 3			Total
Investments:
Fixed maturity AFS securities:
Corporate bonds	$	78	$	(130	)	$	(52	)
ABS		-		(2	)		(2	)
RMBS		-		(12	)		(12	)
CMBS		1		(40	)		(39	)
CLOs		-		(204	)		(204	)
Equity AFS securities		-		(161	)		(161	)
Trading securities		-		(7	)		(7	)
Equity securities		26		-			26
Total, net	$	105	$	(556	)	$	(451	)

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	For the Year Ended December 31, 2017
	Transfers		Transfers
	Into		Out of
	Level 3		Level 3			Total
Investments:
Fixed maturity AFS securities:
Corporate bonds	$	458	$	(88	)	$	370
ABS		14		(21	)		(7	)
U.S. government bonds		5		-			5
RMBS		-		(10	)		(10	)
CMBS		3		(59	)		(56	)
CLOs		30		(131	)		(101	)
State and municipal bonds		2		(1	)		1
Hybrid and redeemable preferred securities		-		(14	)		(14	)
Equity AFS securities		-		(1	)		(1	)
Trading securities		4		(5	)		(1	)
Total, net	$	516	$	(330	)	$	186

	For the Year Ended December 31, 2016
	Transfers		Transfers
	Into		Out of
	Level 3		Level 3			Total
Investments:
Fixed maturity AFS securities:
Corporate bonds	$	605	$	(203	)	$	402
ABS		3		(28	)		(25	)
U.S. government bonds		9		(7	)		2
RMBS		2		(54	)		(52	)
CMBS		-		(31	)		(31	)
CLOs		-		(621	)		(621	)
Trading securities		1		(18	)		(17	)
Total, net	$	620	$	(962	)	$	(342	)

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 the years ended December 31, 2018, 2017 and 2016, transfers in and out of Level 3 were attributable primarily to the securities’ observable market information no longer being available or becoming available.  In 2018, transfers into or out of Level 3 also include FHLB stock between equity securities and other investments at cost on our Consolidated Balance Sheets.  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 Level 2 will result.  For the years ended December 31, 2018, 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 fair value. 

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The following summarizes the fair value (in millions), valuation techniques and significant unobservable inputs of the Level 3 fair value measurements as of December 31, 2018:

	Fair			Valuation	Significant	Assumption or
	Value			Technique	Unobservable Inputs	Input Ranges
Assets
Investments:
Fixed maturity AFS and trading
securities:
Corporate bonds	$	2,456		Discounted cash flow	Liquidity/duration adjustment (1)	0.6	%	-	28.6	%
ABS		23		Discounted cash flow	Liquidity/duration adjustment (1)	2.9	%	-	2.9	%
Foreign government bonds		77		Discounted cash flow	Liquidity/duration adjustment (1)	1.3	%	-	1.3	%
Hybrid and redeemable
preferred securities		4		Discounted cash flow	Liquidity/duration adjustment (1)	1.6	%	-	1.6	%
Equity securities		20		Discounted cash flow	Liquidity/duration adjustment (1)	4.5	%	-	5.4	%
Other assets:
GLB direct and ceded
embedded derivatives		195		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)	0.03	%	-	0.41	%
					Mortality rate (6)				(8)
					Volatility (7)	1	%	-	29	%
Indexed annuity ceded
embedded derivatives		902		Discounted cash flow	Lapse rate (2)	1	%	-	9	%
					Mortality rate (6)				(8)
Liabilities
Future contract benefits – indexed
annuity and IUL contracts
embedded derivatives	$	(1,305	)	Discounted cash flow	Lapse rate (2)	1	%	-	9	%
					Mortality rate (6)				(8)
Other liabilities – GLB ceded
embedded derivatives		(196	)	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)	0.03	%	-	0.41	%
					Mortality rate (6)				(8)
					Volatility (7)	1	%	-	29	%

⁽¹⁾ The liquidity/duration adjustment input represents an estimated market participant composite of adjustments attributable to liquidity premiums, expected durations, structures and credit quality that would be applied to the market observable information of an investment.

⁽²⁾ The lapse rate input represents the estimated probability of a contract surrendering during a year, and thereby forgoing any future benefits.  The range for indexed annuity and IUL contracts represents the lapse rates during the surrender charge period.

⁽³⁾ The utilization of guaranteed withdrawals input represents the estimated percentage of contract holders that utilize the guaranteed withdrawal feature.

⁽⁴⁾ The utilization factors are applied to the present value of claims or premiums, as appropriate, in the GLB reserve calculation to estimate the impact of inefficient withdrawal behavior, including taking less than or more than the maximum guaranteed withdrawal.

⁽⁵⁾ The NPR input represents the estimated additional credit spread that market participants would apply to the market observable discount rate when pricing a contract.

⁽⁶⁾ The mortality rate input represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die. 

⁽⁷⁾ The volatility input represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets.  Fair value of the variable annuity GLB embedded derivatives would increase if higher volatilities were used for valuation.

⁽⁸⁾ The mortality rate is based on a combination of company and industry experience, adjusted for improvement factors.

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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 – For direct 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 derivatives are in a liability position:  an increase in our lapse rate, NPR or mortality rate inputs would result in a decrease in the fair value measurement; and an increase in the utilization of guaranteed withdrawal or volatility inputs would result in an increase in the fair value measurement.

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

As part of our ongoing valuation process, we assess the reasonableness of our valuation techniques or models and make adjustments as necessary.  For more information, see “Summary of Significant Accounting Policies” above.

21.  Segment Information

We provide products and services and report results through our Annuities, Retirement Plan Services, Life Insurance and Group Protection segments.  As discussed in Note 3, we completed the acquisition of Liberty Life during the second quarter of 2018.  Related results are included within the Group Protection segment.  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.  The following is a brief description of these segments and Other Operations.

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

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

The Life Insurance segment focuses in the creation and protection of wealth through life insurance products, including term insurance, a linked-benefit product (which is a UL policy linked with riders that provide for long-term care costs), IUL and both single and survivorship versions of UL and VUL, including corporate-owned UL and VUL insurance and bank-owned UL and VUL insurance products.

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

Other Operations includes investments related to our excess capital; benefit plan net liability; the unamortized deferred gain on indemnity reinsurance related to the sale of reinsurance; the results of certain disability income business; our run-off institutional pension business, the majority of which was sold on a group annuity basis; debt costs; strategic digitization expense;and other corporate investments.

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;

§ GLB rider fees ceded to LNBAR;

§ The net valuation premium of the GLB attributed rider fees;

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§ 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; and

§ Changes in the fair value of equity securities;

· 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;

· Acquisition and integration costs related to mergers and acquisitions; and

· Income (loss) from the initial adoption of new accounting standards, regulations, and policy changes including the net impact from the Tax Cuts and Jobs Act.

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 rates of 21% and 35%, where applicable, while taking into account any permanent differences for events recognized differently in our financial statements and federal income tax returns when reconciling our segment measures of performance to the GAAP measures presented in our consolidated results of operations.  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 Years Ended December 31,
	2018			2017			2016
Revenues
Operating revenues:
Annuities	$	4,025		$	4,034		$	3,710
Retirement Plan Services		1,164			1,152			1,092
Life Insurance		6,489			6,128			5,798
Group Protection		3,756			2,200			2,129
Other Operations		209			263			301
Excluded realized gain (loss), pre-tax		(285	)		(630	)		(690	)
Amortization of deferred gain arising from reserve changes
on business sold through reinsurance, pre-tax		-			1			3
Total revenues	$	15,358		$	13,148		$	12,343

	For the Years Ended December 31,
	2018			2017			2016
Net Income (Loss)
Income (loss) from operations:
Annuities	$	1,122		$	1,072		$	971
Retirement Plan Services		160			142			121
Life Insurance		530			522			464
Group Protection		186			103			65
Other Operations		(130	)		(30	)		-
Excluded realized gain (loss), after-tax		(225	)		(409	)		(450	)
Gain (loss) on early extinguishment of debt, after-tax		-			(3	)		-
Income (loss) from reserve changes (net of related amortization)
on business sold through reinsurance, after-tax		-			-			2
Net impact from the Tax Cuts and Jobs Act		(3	)		1,526			-
Impairment of intangibles, after-tax		-			(905	)		-
Acquisition and integration costs related to mergers and acquisitions, after-tax		(67	)		-			-
Net income (loss)	$	1,573		$	2,018		$	1,173

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	For the Years Ended December 31,
	2018		2017		2016
Net Investment Income
Annuities	$	947	$	982	$	983
Retirement Plan Services		892		893		855
Life Insurance		2,546		2,496		2,403
Group Protection		259		167		176
Other Operations		200		222		214
Total net investment income	$	4,844	$	4,760	$	4,631

	For the Years Ended December 31,
	2018		2017		2016
Amortization of DAC and VOBA, Net of Interest
Annuities	$	347	$	402	$	310
Retirement Plan Services		27		26		27
Life Insurance		701		455		709
Group Protection		92		79		126
Total amortization of DAC and VOBA, net of interest	$	1,167	$	962	$	1,172

	For the Years Ended December 31,
	2018			2017			2016
Federal Income Tax Expense (Benefit)
Annuities	$	187		$	198		$	261
Retirement Plan Services		28			50			43
Life Insurance		116			236			210
Group Protection		50			55			35
Other Operations		(48	)		(78	)		(42	)
Excluded realized gain (loss)		(61	)		(220	)		(241	)
Gain (loss) on early extinguishment of debt		-			(2	)		-
Reserve changes (net of related amortization)
on business sold through reinsurance		-			-			1
Net impact from the Tax Cuts and Jobs Act		3			(1,526	)		-
Acquisition and integration costs related to
mergers and acquisitions		(18	)
Total federal income tax expense (benefit)	$	257		$	(1,287	)	$	267

	As of December 31,
	2018		2017
Assets
Annuities	$	145,462	$	144,035
Retirement Plan Services		35,742		37,077
Life Insurance		82,153		81,565
Group Protection		8,495		4,033
Other Operations		27,293		15,162
Total assets	$	299,145	$	281,872

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Revenue from Contracts with Customers

As discussed in Note 2, we adopted ASU 2014-09, Revenue from Contracts with Customers, as of January 1, 2018, that applies primarily to commissions and advisory fees earned by our broker dealer operation.  The following table illustrates the revenue recognized from contracts with customers reported within fee income and other revenues on our Consolidated Statements of Comprehensive Income (Loss) and timing of revenue recognition by segment (in millions):

	For the Year Ended December 31, 2018
			Retirement
			Plan		Life		Group		Other
	Annuities		Services		Insurance		Protection		Operations		Total
Revenue from Contracts with Customers
Fee income	$	534	$	167	$	22	$	-	$	-	$	723
Other revenues		372		17		10		114		-		513
Total revenue from contracts
with customers	$	906	$	184	$	32	$	114	$	-	$	1,236
Timing of Revenue Recognition
Satisfaction of performance obligation:
Transferred at a point in time	$	24	$	5	$	7	$	-	$	-	$	36
Transferred over time		882		179		25		114		-		1,200
Total revenue from contracts
with customers	$	906	$	184	$	32	$	114	$	-	$	1,236

Revenue recognized from contracts with customers included in fee income consists primarily of wholesaling-related 12b-1 fees and net investment advisory fees.  The 12b-1 fees are received from separate account fund sponsors as compensation for servicing the underlying mutual funds.  The net investment advisory fees are related to asset management of certain separate account funds.  Such revenues are recorded based on a contractual percentage of the market value of mutual fund assets over the period shares are owned by customers, and on a contractual percentage of the customer’s managed assets over the period advisory services are provided, respectively.

Revenue recognized from contracts with customers included in other revenues primarily relates to our retail sales network and consists of commission revenue for the sale of non-affiliated securities recorded on a trade-date basis and advisory fee income.  Advisory fee income is asset-based revenues recorded as earned based on a contractual percentage of customer account values.  Other revenues earned by our Group Protection segment consist of fees from administrative services performed, which are recognized as performance obligations are met over the terms of the underlying agreements.

22.  Supplemental Disclosures of Cash Flow Data

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

	For the Years Ended December 31,
	2018			2017			2016
Interest paid	$	154		$	123		$	91
Income taxes paid (received)		192			215			121
Significant non-cash investing and financing transactions:
Acquisition of note receivable from affiliate		31			74			42
Investments received in financing transactions		263			-			-
Exchange of surplus note for promissory note with affiliate:
Carrying value of asset		58			109			124
Carrying value of liability		(58	)		(109	)		(124	)
Net asset (liability) from exchange	$	-		$	-		$	-

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23.  Quarterly Results of Operations (Unaudited)

The unaudited quarterly results of operations (in millions) were as follows:

	For the Three Months Ended
	March 31,		June 30,		September 30,			December 31, (1)
2018
Total revenues	$	3,404	$	3,852		$	4,039		$	4,063
Total expenses		2,921		3,357			3,619			3,631
Net income (loss)		407		420			378			368
2017
Total revenues	$	3,229	$	3,237		$	3,269		$	3,413
Total expenses		2,881		2,840			2,809			3,887
Net income (loss)		349		321			385			963

(1)Fourth quarter 2017 results include a goodwill impairment charge and the impacts of remeasuring our existing deferred tax balances for the impact of the Tax Act as disclosed elsewhere herein.

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24.  Transactions with Affiliates

The following summarizes transactions with affiliates (in millions) and the associated line item on our Consolidated Balance Sheets:

	As of December 31,
	2018			2017
Assets with affiliates:
Inter-company notes	$	1,512		$	1,444		Fixed maturity AFS securities
Limited partnerships		-			(66	)	Other investments
Ceded reinsurance contracts		(188	)		(188	)	Deferred acquisition costs and value of
							business acquired
Accrued inter-company interest receivable		11			8		Accrued investment income
Ceded reinsurance contracts		2,574			2,152		Reinsurance recoverables
Ceded reinsurance contracts		191			8		Reinsurance related embedded derivatives
Ceded reinsurance contracts		235			244		Other assets
Cash management agreement		112			441		Other assets
Service agreement receivable		5			15		Other assets
Liabilities with affiliates:
Assumed reinsurance contracts		29			32		Future contract benefits
Assumed reinsurance contracts		400			400		Other contract holder funds
Ceded reinsurance contracts		(46	)		(47	)	Other contract holder funds
Inter-company short-term debt		288			10		Short-term debt
Inter-company long-term debt		2,401			2,374		Long-term debt
Ceded reinsurance contracts		3,120			2,587		Funds withheld reinsurance liabilities
Ceded reinsurance contracts		325			1,023		Other liabilities
Accrued inter-company interest payable		13			29		Other liabilities
Service agreement payable		56			8		Other liabilities

The following summarizes transactions with affiliates (in millions) and the associated line item on our Consolidated Statements of Comprehensive Income (Loss):

	For the Years Ended
	December 31,
	2018			2017			2016
Revenues with affiliates:
Premiums received on assumed (paid on ceded)	$	(404	)	$	(393	)	$	(389	)	Insurance premiums
reinsurance contracts
Fees for management of general account		(106	)		(100	)		(117	)	Net investment income
Net investment income on ceded funds withheld treaties		(123	)		(84	)		(69	)	Net investment income
Net investment income on inter-company notes		49			42			38		Net investment income
Realized gains (losses) on ceded reinsurance contracts:
GLB reserves embedded derivatives		709			(1,055	)		(516	)	Realized gain (loss)
Other gains (losses)		237			(150	)		(93	)	Realized gain (loss)
Reinsurance related settlements		(1,189	)		951			488		Realized gain (loss)
Amortization of deferred gain on reinsurance contracts		(5	)		(5	)		(5	)	Amortization of deferred gain
										on business sold through
										reinsurance
Benefits and expenses with affiliates:
Interest credited on assumed reinsurance contracts		57			67			61		Interest credited
Reinsurance (recoveries) benefits on ceded reinsurance		(610	)		(299	)		(424	)	Benefits
Ceded reinsurance contracts		(8	)		(12	)		(14	)	Commissions and other
										expenses
Service agreement payments		3			3			76		Commissions and other
										expenses
Interest expense on inter-company debt		126			120			111		Interest and debt expense

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Inter-Company Notes

LNC issues inter-company notes to us for a predetermined face value to be repaid by LNC at a predetermined maturity with a specified interest rate.

Cash Management Agreement

In order to manage our capital more efficiently, we participate in an inter-company cash management program where LNC can lend to or borrow from us to meet short-term borrowing needs.  The cash management program is essentially a series of demand loans, which are permitted under applicable insurance laws, among LNC and its affiliates that reduces overall borrowing costs by allowing LNC and its subsidiaries to access internal resources instead of incurring third-party transaction costs.  The borrowing and lending limit is currently 3% of our admitted assets as of December 31, 2018.

Service Agreement

In accordance with service agreements with LNC and other subsidiaries of LNC for personnel and facilities usage, general management services and investment management services, we receive services from and provide services to affiliated companies and receive an allocation of corporate overhead.  Corporate overhead expenses are allocated based on specific methodologies for each function.  The majority of the expenses are allocated based on the following methodologies:  headcount, capital, investments by product, assets under management, weighted policies in force and sales.

Ceded Reinsurance Contracts

As discussed in Note 9, we cede insurance contracts to LNBAR.  We cede certain guaranteed benefit risks (including certain GDB and GWB benefits) to LNBAR.  As discussed in Note 6, we cede the GLB reserves embedded derivatives and the related hedge results to LNBAR. 

Substantially all reinsurance ceded to affiliated companies is with unauthorized companies.  To take reserve credit for such reinsurance, we hold assets from the reinsurer, including funds held under reinsurance treaties, and are the beneficiary of LOCs aggregating to $1.2 billion and $610 million as of December 31, 2018 and 2017, respectively.  The LOCs are obtained by the affiliate reinsurer and issued by banks in order for the Company to recognize the reserve credit.

79

Lincoln National Variable Annuity Account L

L-1

Lincoln National Variable Annuity Account L

Statements of assets and liabilities

December 31, 2018

Subaccount	Investments		Contract Purchases Due From The Lincoln National Life Insurance Company		Total Assets		Contract Redemptions Due To The Lincoln National Life Insurance Company		Mortality &Expense Guarantee Charges Payable To The Lincoln National Life Insurance Company		Net Assets
AB VPS Global Thematic Growth Portfolio - Class B	$	1,630,893	$	103	$	1,630,996	$	—	$	131	$	1,630,865
AB VPS Growth Portfolio - Class B		2,014,620		111		2,014,731		—		161		2,014,570
American Century VP Balanced Fund - Class I		12,495,617		—		12,495,617		1,488		995		12,493,134
American Funds Global Growth Fund - Class 2		6,100,665		270		6,100,935		—		488		6,100,447
American Funds Growth Fund - Class 2		28,506,982		—		28,506,982		5,795		2,272		28,498,915
American Funds Growth-Income Fund - Class 2		14,050,802		446		14,051,248		—		1,129		14,050,119
American Funds International Fund - Class 2		8,180,953		418		8,181,371		—		659		8,180,712
BlackRock Global Allocation V.I. Fund - Class I		1,571,156		122		1,571,278		—		128		1,571,150
Delaware VIP® Diversified Income Series - Standard Class		4,259,113		594		4,259,707		—		346		4,259,361
Delaware VIP® High Yield Series - Standard Class		1,734,633		396		1,735,029		—		142		1,734,887
Delaware VIP® REIT Series - Service Class		7,974,061		—		7,974,061		739		648		7,972,674
Delaware VIP® Small Cap Value Series - Service Class		7,256,368		—		7,256,368		53		581		7,255,734
Delaware VIP® Smid Cap Core Series - Service Class		4,994,207		44		4,994,251		—		402		4,993,849
DWS Alternative Asset Allocation VIP Portfolio - Class A		197,923		—		197,923		2		16		197,905
Fidelity® VIP Asset Manager Portfolio - Initial Class		28,447,998		259		28,448,257		—		2,299		28,445,958
Fidelity® VIP Contrafund® Portfolio - Service Class 2		20,456,267		977		20,457,244		—		1,647		20,455,597
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2		49,891		385		50,276		—		4		50,272
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2		102,025		75		102,100		—		8		102,092
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2		166,072		559		166,631		—		13		166,618
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2		578,927		330		579,257		—		47		579,210
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2		100,382		—		100,382		—		8		100,374
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2		47,271		60		47,331		—		4		47,327
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2		83,855		100		83,955		—		7		83,948
Fidelity® VIP Government Money Market Portfolio - Initial Class		37,262		—		37,262		—		—		37,262
Fidelity® VIP Growth Portfolio - Initial Class		78,917,749		—		78,917,749		3,044		6,318		78,908,387
Janus Henderson Global Research Portfolio - Institutional Shares		7,809,627		—		7,809,627		1,166		621		7,807,840
LVIP Baron Growth Opportunities Fund - Service Class		14,762,579		—		14,762,579		4,052		1,186		14,757,341
LVIP BlackRock Inflation Protected Bond Fund - Standard Class		739,916		1,288		741,204		—		61		741,143
LVIP BlackRock Scientific Allocation Fund - Standard Class		330,679		165		330,844		—		27		330,817
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class		1,338,009		—		1,338,009		23		107		1,337,879

See accompanying notes.
L-2

Lincoln National Variable Annuity Account L

Statements of assets and liabilities (continued)

December 31, 2018

Subaccount	Investments		Contract Purchases Due From The Lincoln National Life Insurance Company		Total Assets		Contract Redemptions Due To The Lincoln National Life Insurance Company		Mortality &Expense Guarantee Charges Payable To The Lincoln National Life Insurance Company		Net Assets
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class	$	115,368	$	28	$	115,396	$	—	$	9	$	115,387
LVIP Clarion Global Real Estate Fund - Standard Class		395,337		3		395,340		—		32		395,308
LVIP Delaware Bond Fund - Standard Class		2,915,136		185		2,915,321		—		237		2,915,084
LVIP Delaware Diversified Floating Rate Fund - Service Class		180,361		34		180,395		—		15		180,380
LVIP Delaware Social Awareness Fund - Standard Class		13,716,445		164		13,716,609		—		1,098		13,715,511
LVIP Delaware Wealth Builder Fund - Standard Class		295,712		212		295,924		—		24		295,900
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class		5,120,534		—		5,120,534		3,775		410		5,116,349
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class		85,121		—		85,121		10		7		85,104
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class		1,185,421		33		1,185,454		—		96		1,185,358
LVIP Global Growth Allocation Managed Risk Fund - Standard Class		3,829,623		204		3,829,827		—		310		3,829,517
LVIP Global Income Fund - Standard Class		336,787		6		336,793		—		28		336,765
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class		20,918,149		6,204		20,924,353		—		482		20,923,871
LVIP JPMorgan Retirement Income Fund - Standard Class		989,481		162		989,643		—		74		989,569
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class		273,053		—		273,053		25		22		273,006
LVIP Mondrian International Value Fund - Standard Class		2,751,248		258		2,751,506		—		211		2,751,295
LVIP SSGA Bond Index Fund - Standard Class		647,888		14		647,902		—		53		647,849
LVIP SSGA Emerging Markets 100 Fund - Standard Class		1,028,203		340		1,028,543		—		84		1,028,459
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class		1,374,166		—		1,374,166		123		111		1,373,932
LVIP SSGA International Index Fund - Standard Class		386,445		602		387,047		—		32		387,015
LVIP SSGA International Managed Volatility Fund - Standard Class		88,964		21		88,985		—		7		88,978
LVIP SSGA S&P 500 Index Fund - Standard Class		98,722,774		6,290		98,729,064		—		7,838		98,721,226
LVIP SSGA Small-Cap Index Fund - Standard Class		22,870,146		—		22,870,146		3,021		1,831		22,865,294
LVIP T. Rowe Price 2010 Fund - Standard Class		449,702		—		449,702		43		37		449,622
LVIP T. Rowe Price 2020 Fund - Standard Class		1,333,449		82		1,333,531		—		107		1,333,424
LVIP T. Rowe Price 2030 Fund - Standard Class		4,207,170		—		4,207,170		372		342		4,206,456
LVIP T. Rowe Price 2040 Fund - Standard Class		1,789,874		—		1,789,874		5,403		145		1,784,326
LVIP T. Rowe Price 2050 Fund - Standard Class		1,099,424		126		1,099,550		—		90		1,099,460
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class		18,568,450		360		18,568,810		—		1,481		18,567,329
Neuberger Berman AMT Large Cap Value Portfolio - I Class		4,562,821		—		4,562,821		14,307		364		4,548,150
T. Rowe Price International Stock Portfolio		7,681,730		—		7,681,730		468		619		7,680,643

See accompanying notes.
L-3

Lincoln National Variable Annuity Account L

Statements of operations

Year Ended December 31, 2018

Subaccount	Dividends from Investment Income		Mortality and Expense Guarantee Charges			Net Investment Income (Loss)			Net Realized Gain (Loss) on Investments
AB VPS Global Thematic Growth Portfolio - Class B	$	—	$	(18,762	)	$	(18,762	)	$	237,018
AB VPS Growth Portfolio - Class B		—		(19,550	)		(19,550	)		63,838
American Century VP Balanced Fund - Class I		191,743		(133,015	)		58,728			94,861
American Funds Global Growth Fund - Class 2		46,882		(70,649	)		(23,767	)		163,078
American Funds Growth Fund - Class 2		137,210		(316,846	)		(179,636	)		960,643
American Funds Growth-Income Fund - Class 2		213,150		(148,069	)		65,081			248,484
American Funds International Fund - Class 2		157,878		(95,149	)		62,729			186,915
BlackRock Global Allocation V.I. Fund - Class I		16,346		(16,702	)		(356	)		10,054
Delaware VIP® Diversified Income Series - Standard Class		138,900		(43,047	)		95,853			(13,766	)
Delaware VIP® High Yield Series - Standard Class		117,732		(19,092	)		98,640			(39,549	)
Delaware VIP® REIT Series - Service Class		169,078		(89,666	)		79,412			(95,851	)
Delaware VIP® Small Cap Value Series - Service Class		56,168		(90,637	)		(34,469	)		250,560
Delaware VIP® Smid Cap Core Series - Service Class		—		(59,273	)		(59,273	)		(41,882	)
DWS Alternative Asset Allocation VIP Portfolio - Class A		4,147		(1,967	)		2,180			(729	)
Fidelity® VIP Asset Manager Portfolio - Initial Class		522,382		(314,894	)		207,488			(1,631,468	)
Fidelity® VIP Contrafund® Portfolio - Service Class 2		101,347		(230,693	)		(129,346	)		390,771
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2		689		(179	)		510			(1,186	)
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2		1,319		(758	)		561			(46	)
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2		2,029		(905	)		1,124			12
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2		6,131		(4,904	)		1,227			(1,616	)
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2		1,078		(347	)		731			(860	)
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2		505		(390	)		115			(637	)
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2		897		(395	)		502			(718	)
Fidelity® VIP Government Money Market Portfolio - Initial Class		328		—			328			—
Fidelity® VIP Growth Portfolio - Initial Class		216,584		(888,037	)		(671,453	)		3,321,511
Janus Henderson Global Research Portfolio - Institutional Shares		100,469		(87,280	)		13,189			255,366
LVIP Baron Growth Opportunities Fund - Service Class		—		(166,015	)		(166,015	)		631,842
LVIP BlackRock Inflation Protected Bond Fund - Standard Class		36,993		(7,154	)		29,839			(6,409	)
LVIP BlackRock Scientific Allocation Fund - Standard Class		8,032		(3,410	)		4,622			(18	)
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class		10,344		(14,070	)		(3,726	)		42,952
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class		—		(1,043	)		(1,043	)		6,257
LVIP Clarion Global Real Estate Fund - Standard Class		15,726		(4,113	)		11,613			3,784
LVIP Delaware Bond Fund - Standard Class		93,943		(31,011	)		62,932			(6,846	)
LVIP Delaware Diversified Floating Rate Fund - Service Class		5,990		(1,923	)		4,067			461
LVIP Delaware Social Awareness Fund - Standard Class		202,507		(152,771	)		49,736			193,318
LVIP Delaware Wealth Builder Fund - Standard Class		9,455		(2,696	)		6,759			(1,917	)
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class		85,620		(57,515	)		28,105			41,321
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class		1,317		(927	)		390			1,060
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class		32,272		(12,669	)		19,603			23,521
LVIP Global Growth Allocation Managed Risk Fund - Standard Class		100,180		(41,576	)		58,604			82,547
LVIP Global Income Fund - Standard Class		10,376		(2,654	)		7,722			(371	)
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class		542,204		(63,926	)		478,278			211,252
LVIP JPMorgan Retirement Income Fund - Standard Class		29,051		(9,924	)		19,127			(14,764	)
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class		4,152		(2,889	)		1,263			757
LVIP Mondrian International Value Fund - Standard Class		93,653		(28,487	)		65,166			(13,610	)
LVIP SSGA Bond Index Fund - Standard Class		17,914		(6,436	)		11,478			(4,026	)
LVIP SSGA Emerging Markets 100 Fund - Standard Class		50,146		(11,410	)		38,736			(13,007	)
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class		42,705		(14,828	)		27,877			10,143
LVIP SSGA International Index Fund - Standard Class		11,405		(3,907	)		7,498			2,315
LVIP SSGA International Managed Volatility Fund - Standard Class		2,223		(794	)		1,429			922
LVIP SSGA S&P 500 Index Fund - Standard Class		2,004,756		(1,087,569	)		917,187			3,675,280
LVIP SSGA Small-Cap Index Fund - Standard Class		262,568		(274,615	)		(12,047	)		765,074
LVIP T. Rowe Price 2010 Fund - Standard Class		10,127		(4,691	)		5,436			493
LVIP T. Rowe Price 2020 Fund - Standard Class		27,267		(15,746	)		11,521			35,593
LVIP T. Rowe Price 2030 Fund - Standard Class		80,541		(44,119	)		36,422			75,629

See accompanying notes.
L-4

Subaccount	Dividends from Net Realized Gain on Investments		Total Net Realized Gain (Loss) on Investments			Net Change in Unrealized Appreciation or Depreciation on Investments			Net Increase (Decrease) in Net Assets Resulting from Operations
AB VPS Global Thematic Growth Portfolio - Class B	$	—	$	237,018		$	(428,180	)	$	(209,924	)
AB VPS Growth Portfolio - Class B		240,931		304,769			(256,982	)		28,237
American Century VP Balanced Fund - Class I		91,844		186,705			(857,747	)		(612,314	)
American Funds Global Growth Fund - Class 2		494,442		657,520			(1,309,969	)		(676,216	)
American Funds Growth Fund - Class 2		3,203,872		4,164,515			(4,123,355	)		(138,476	)
American Funds Growth-Income Fund - Class 2		1,014,356		1,262,840			(1,696,439	)		(368,518	)
American Funds International Fund - Class 2		459,435		646,350			(2,040,969	)		(1,331,890	)
BlackRock Global Allocation V.I. Fund - Class I		63,668		73,722			(212,427	)		(139,061	)
Delaware VIP® Diversified Income Series - Standard Class		—		(13,766	)		(220,866	)		(138,779	)
Delaware VIP® High Yield Series - Standard Class		—		(39,549	)		(162,420	)		(103,329	)
Delaware VIP® REIT Series - Service Class		279,601		183,750			(1,053,497	)		(790,335	)
Delaware VIP® Small Cap Value Series - Service Class		671,783		922,343			(2,467,481	)		(1,579,607	)
Delaware VIP® Smid Cap Core Series - Service Class		1,893,920		1,852,038			(2,551,452	)		(758,687	)
DWS Alternative Asset Allocation VIP Portfolio - Class A		—		(729	)		(22,330	)		(20,879	)
Fidelity® VIP Asset Manager Portfolio - Initial Class		1,052,173		(579,295	)		(1,557,552	)		(1,929,359	)
Fidelity® VIP Contrafund® Portfolio - Service Class 2		2,050,563		2,441,334			(3,934,854	)		(1,622,866	)
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2		743		(443	)		(2,820	)		(2,753	)
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2		1,187		1,141			(8,092	)		(6,390	)
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2		772		784			(16,537	)		(14,629	)
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2		6,218		4,602			(67,580	)		(61,751	)
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2		703		(157	)		(10,723	)		(10,149	)
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2		643		6			(6,542	)		(6,421	)
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2		1,010		292			(9,089	)		(8,295	)
Fidelity® VIP Government Money Market Portfolio - Initial Class		—		—			—			328
Fidelity® VIP Growth Portfolio - Initial Class		12,422,777		15,744,288			(15,474,717	)		(401,882	)
Janus Henderson Global Research Portfolio - Institutional Shares		—		255,366			(908,983	)		(640,428	)
LVIP Baron Growth Opportunities Fund - Service Class		717,084		1,348,926			(1,922,070	)		(739,159	)
LVIP BlackRock Inflation Protected Bond Fund - Standard Class		—		(6,409	)		(28,640	)		(5,210	)
LVIP BlackRock Scientific Allocation Fund - Standard Class		61,971		61,953			(88,545	)		(21,970	)
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class		141,341		184,293			(253,178	)		(72,611	)
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class		—		6,257			(6,347	)		(1,133	)
LVIP Clarion Global Real Estate Fund - Standard Class		—		3,784			(55,192	)		(39,795	)
LVIP Delaware Bond Fund - Standard Class		—		(6,846	)		(118,031	)		(61,945	)
LVIP Delaware Diversified Floating Rate Fund - Service Class		—		461			(6,209	)		(1,681	)
LVIP Delaware Social Awareness Fund - Standard Class		1,488,406		1,681,724			(2,475,037	)		(743,577	)
LVIP Delaware Wealth Builder Fund - Standard Class		51,181		49,264			(74,288	)		(18,265	)
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class		135,827		177,148			(653,486	)		(448,233	)
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class		—		1,060			(11,146	)		(9,696	)
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class		18,391		41,912			(128,348	)		(66,833	)
LVIP Global Growth Allocation Managed Risk Fund - Standard Class		—		82,547			(442,675	)		(301,524	)
LVIP Global Income Fund - Standard Class		416		45			(5,328	)		2,439
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class		99,316		310,568			(2,016,427	)		(1,227,581	)
LVIP JPMorgan Retirement Income Fund - Standard Class		145,051		130,287			(208,551	)		(59,137	)
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class		—		757			(39,884	)		(37,864	)
LVIP Mondrian International Value Fund - Standard Class		37,307		23,697			(462,600	)		(373,737	)
LVIP SSGA Bond Index Fund - Standard Class		—		(4,026	)		(16,276	)		(8,824	)
LVIP SSGA Emerging Markets 100 Fund - Standard Class		—		(13,007	)		(183,217	)		(157,488	)
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class		—		10,143			(175,645	)		(137,625	)
LVIP SSGA International Index Fund - Standard Class		—		2,315			(75,063	)		(65,250	)
LVIP SSGA International Managed Volatility Fund - Standard Class		—		922			(13,825	)		(11,474	)
LVIP SSGA S&P 500 Index Fund - Standard Class		2,009,328		5,684,608			(12,216,409	)		(5,614,614	)
LVIP SSGA Small-Cap Index Fund - Standard Class		981,484		1,746,558			(4,869,047	)		(3,134,536	)
LVIP T. Rowe Price 2010 Fund - Standard Class		30,338		30,831			(61,041	)		(24,774	)
LVIP T. Rowe Price 2020 Fund - Standard Class		75,309		110,902			(217,028	)		(94,605	)
LVIP T. Rowe Price 2030 Fund - Standard Class		118,204		193,833			(604,176	)		(373,921	)

L-5

Lincoln National Variable Annuity Account L

Statements of operations (continued)

Year Ended December 31, 2018

Subaccount	Dividends from Investment Income		Mortality and Expense Guarantee Charges			Net Investment Income (Loss)			Net Realized Gain (Loss) on Investments
LVIP T. Rowe Price 2040 Fund - Standard Class	$	31,767	$	(17,943	)	$	13,824		$	13,872
LVIP T. Rowe Price 2050 Fund - Standard Class		20,327		(10,622	)		9,705			3,867
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class		77,512		(202,186	)		(124,674	)		595,146
Neuberger Berman AMT Large Cap Value Portfolio - I Class		57,391		(49,114	)		8,277			53,828
T. Rowe Price International Stock Portfolio		120,455		(92,478	)		27,977			196,059

See accompanying notes.
L-6

Subaccount	Dividends from Net Realized Gain on Investments		Total Net Realized Gain (Loss) on Investments		Net Change in Unrealized Appreciation or Depreciation on Investments			Net Increase (Decrease) in Net Assets Resulting from Operations
LVIP T. Rowe Price 2040 Fund - Standard Class	$	66,327	$	80,199	$	(275,094	)	$	(181,071	)
LVIP T. Rowe Price 2050 Fund - Standard Class		10,479		14,346		(138,976	)		(114,925	)
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class		1,583,713		2,178,859		(2,816,079	)		(761,894	)
Neuberger Berman AMT Large Cap Value Portfolio - I Class		510,661		564,489		(667,914	)		(95,148	)
T. Rowe Price International Stock Portfolio		848,422		1,044,481		(2,491,411	)		(1,418,953	)

L-7

Lincoln National Variable Annuity Account L

Statements of changes in net assets

Years Ended December 31, 2017 and 2018

	AB VPS Global Thematic Growth Portfolio - Class B Subaccount			AB VPS Growth Portfolio - Class B Subaccount			American Century VP Balanced Fund - Class I Subaccount			American Funds Global Growth Fund - Class 2 Subaccount			American Funds Growth Fund - Class 2 Subaccount			American Funds Growth-Income Fund - Class 2 Subaccount			American Funds International Fund - Class 2 Subaccount
NET ASSETS AT JANUARY 1, 2017	$	1,702,782		$	1,379,285		$	13,545,258		$	5,388,246		$	26,531,963		$	12,443,140		$	8,740,565
Changes From Operations:
• Net investment income (loss)		(13,893	)		(15,485	)		77,324			(18,740	)		(138,960	)		56,956			25,130
• Net realized gain (loss) on investments		95,990			121,845			596,778			314,050			3,364,960			1,028,086			208,536
• Net change in unrealized appreciation or depreciation on investments		488,780			334,841			982,309			1,331,676			3,718,240			1,487,213			2,305,141
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		570,877			441,201			1,656,411			1,626,986			6,944,240			2,572,255			2,538,807
Changes From Unit Transactions:
• Net unit transactions		(118,137	)		(40,099	)		(1,244,208	)		72,521			(1,867,124	)		(498,542	)		(993,480	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(118,137	)		(40,099	)		(1,244,208	)		72,521			(1,867,124	)		(498,542	)		(993,480	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		452,740			401,102			412,203			1,699,507			5,077,116			2,073,713			1,545,327
NET ASSETS AT DECEMBER 31, 2017		2,155,522			1,780,387			13,957,461			7,087,753			31,609,079			14,516,853			10,285,892
Changes From Operations:
• Net investment income (loss)		(18,762	)		(19,550	)		58,728			(23,767	)		(179,636	)		65,081			62,729
• Net realized gain (loss) on investments		237,018			304,769			186,705			657,520			4,164,515			1,262,840			646,350
• Net change in unrealized appreciation or depreciation on investments		(428,180	)		(256,982	)		(857,747	)		(1,309,969	)		(4,123,355	)		(1,696,439	)		(2,040,969	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(209,924	)		28,237			(612,314	)		(676,216	)		(138,476	)		(368,518	)		(1,331,890	)
Changes From Unit Transactions:
• Net unit transactions		(314,733	)		205,946			(852,013	)		(311,090	)		(2,971,688	)		(98,216	)		(773,290	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(314,733	)		205,946			(852,013	)		(311,090	)		(2,971,688	)		(98,216	)		(773,290	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(524,657	)		234,183			(1,464,327	)		(987,306	)		(3,110,164	)		(466,734	)		(2,105,180	)
NET ASSETS AT DECEMBER 31, 2018	$	1,630,865		$	2,014,570		$	12,493,134		$	6,100,447		$	28,498,915		$	14,050,119		$	8,180,712

See accompanying notes.
L-8

	BlackRock Global Allocation V.I. Fund - Class I Subaccount			Delaware VIP® Diversified Income Series - Standard Class Subaccount			Delaware VIP® High Yield Series - Standard Class Subaccount			Delaware VIP® REIT Series - Service Class Subaccount			Delaware VIP® Small Cap Value Series - Service Class Subaccount			Delaware VIP® Smid Cap Core Series - Service Class Subaccount
NET ASSETS AT JANUARY 1, 2017	$	1,446,798		$	4,710,551		$	2,165,692		$	12,446,688		$	9,753,563		$	5,288,718
Changes From Operations:
• Net investment income (loss)		6,100			76,010			110,271			44,523			(31,617	)		(50,607	)
• Net realized gain (loss) on investments		20,460			4,497			(33,839	)		1,709,286			608,761			444,713
• Net change in unrealized appreciation or depreciation on investments		161,419			107,378			59,848			(1,726,920	)		398,116			500,805
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		187,979			187,885			136,280			26,889			975,260			894,911
Changes From Unit Transactions:
• Net unit transactions		115,353			(383,029	)		(159,253	)		(2,207,697	)		(838,835	)		(239,352	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		115,353			(383,029	)		(159,253	)		(2,207,697	)		(838,835	)		(239,352	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		303,332			(195,144	)		(22,973	)		(2,180,808	)		136,425			655,559
NET ASSETS AT DECEMBER 31, 2017		1,750,130			4,515,407			2,142,719			10,265,880			9,889,988			5,944,277
Changes From Operations:
• Net investment income (loss)		(356	)		95,853			98,640			79,412			(34,469	)		(59,273	)
• Net realized gain (loss) on investments		73,722			(13,766	)		(39,549	)		183,750			922,343			1,852,038
• Net change in unrealized appreciation or depreciation on investments		(212,427	)		(220,866	)		(162,420	)		(1,053,497	)		(2,467,481	)		(2,551,452	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(139,061	)		(138,779	)		(103,329	)		(790,335	)		(1,579,607	)		(758,687	)
Changes From Unit Transactions:
• Net unit transactions		(39,919	)		(117,267	)		(304,503	)		(1,502,871	)		(1,054,647	)		(191,741	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(39,919	)		(117,267	)		(304,503	)		(1,502,871	)		(1,054,647	)		(191,741	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(178,980	)		(256,046	)		(407,832	)		(2,293,206	)		(2,634,254	)		(950,428	)
NET ASSETS AT DECEMBER 31, 2018	$	1,571,150		$	4,259,361		$	1,734,887		$	7,972,674		$	7,255,734		$	4,993,849

L-9

Lincoln National Variable Annuity Account L

Statements of changes in net assets (continued)

Years Ended December 31, 2017 and 2018

	DWS Alternative Asset Allocation VIP Portfolio - Class A Subaccount			Fidelity® VIP Asset Manager Portfolio - Initial Class Subaccount			Fidelity® VIP Contrafund® Portfolio - Service Class 2 Subaccount			Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2 Subaccount			Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2 Subaccount			Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2 Subaccount			Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2 Subaccount
NET ASSETS AT JANUARY 1, 2017	$	230,194		$	31,871,934		$	21,068,336		$	—		$	—		$	—		$	—
Changes From Operations:
• Net investment income (loss)		2,903			285,451			(48,076	)		—			—			—			985
• Net realized gain (loss) on investments		(1,691	)		3,581,329			1,734,236			—			—			—			1,069
• Net change in unrealized appreciation or depreciation on investments		11,965			115,738			2,403,689			—			—			—			(1,001	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		13,177			3,982,518			4,089,849			—			—			—			1,053
Changes From Unit Transactions:
• Net unit transactions		(43,224	)		(2,548,463	)		(1,947,089	)		—			—			—			109,971
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(43,224	)		(2,548,463	)		(1,947,089	)		—			—			—			109,971
TOTAL INCREASE (DECREASE) IN NET ASSETS		(30,047	)		1,434,055			2,142,760			—			—			—			111,024
NET ASSETS AT DECEMBER 31, 2017		200,147			33,305,989			23,211,096			—			—			—			111,024
Changes From Operations:
• Net investment income (loss)		2,180			207,488			(129,346	)		510			561			1,124			1,227
• Net realized gain (loss) on investments		(729	)		(579,295	)		2,441,334			(443	)		1,141			784			4,602
• Net change in unrealized appreciation or depreciation on investments		(22,330	)		(1,557,552	)		(3,934,854	)		(2,820	)		(8,092	)		(16,537	)		(67,580	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(20,879	)		(1,929,359	)		(1,622,866	)		(2,753	)		(6,390	)		(14,629	)		(61,751	)
Changes From Unit Transactions:
• Net unit transactions		18,637			(2,930,672	)		(1,132,633	)		53,025			108,482			181,247			529,937
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		18,637			(2,930,672	)		(1,132,633	)		53,025			108,482			181,247			529,937
TOTAL INCREASE (DECREASE) IN NET ASSETS		(2,242	)		(4,860,031	)		(2,755,499	)		50,272			102,092			166,618			468,186
NET ASSETS AT DECEMBER 31, 2018	$	197,905		$	28,445,958		$	20,455,597		$	50,272		$	102,092		$	166,618		$	579,210

See accompanying notes.
L-10

	Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2 Subaccount			Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2 Subaccount			Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2 Subaccount			Fidelity® VIP Government Money Market Portfolio - Initial Class Subaccount			Fidelity® VIP Growth Portfolio - Initial Class Subaccount			Janus Henderson Global Research Portfolio - Institutional Shares Subaccount
NET ASSETS AT JANUARY 1, 2017	$	—		$	—		$	—		$	68,351		$	69,659,103		$	8,090,071
Changes From Operations:
• Net investment income (loss)		60			228			160			432			(613,152	)		(13,404	)
• Net realized gain (loss) on investments		68			248			178			—			8,670,548			268,380
• Net change in unrealized appreciation or depreciation on investments		(83	)		(205	)		(209	)		—			14,645,058			1,717,975
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		45			271			129			432			22,702,454			1,972,951
Changes From Unit Transactions:
• Net unit transactions		7,010			26,387			18,030			(18,737	)		(5,796,287	)		(914,035	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		7,010			26,387			18,030			(18,737	)		(5,796,287	)		(914,035	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		7,055			26,658			18,159			(18,305	)		16,906,167			1,058,916
NET ASSETS AT DECEMBER 31, 2017		7,055			26,658			18,159			50,046			86,565,270			9,148,987
Changes From Operations:
• Net investment income (loss)		731			115			502			328			(671,453	)		13,189
• Net realized gain (loss) on investments		(157	)		6			292			—			15,744,288			255,366
• Net change in unrealized appreciation or depreciation on investments		(10,723	)		(6,542	)		(9,089	)		—			(15,474,717	)		(908,983	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(10,149	)		(6,421	)		(8,295	)		328			(401,882	)		(640,428	)
Changes From Unit Transactions:
• Net unit transactions		103,468			27,090			74,084			(13,112	)		(7,255,001	)		(700,719	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		103,468			27,090			74,084			(13,112	)		(7,255,001	)		(700,719	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		93,319			20,669			65,789			(12,784	)		(7,656,883	)		(1,341,147	)
NET ASSETS AT DECEMBER 31, 2018	$	100,374		$	47,327		$	83,948		$	37,262		$	78,908,387		$	7,807,840

L-11

Lincoln National Variable Annuity Account L

Statements of changes in net assets (continued)

Years Ended December 31, 2017 and 2018

	LVIP Baron Growth Opportunities Fund - Service Class Subaccount			LVIP BlackRock Inflation Protected Bond Fund - Standard Class Subaccount			LVIP BlackRock Scientific Allocation Fund - Standard Class Subaccount			LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class Subaccount			LVIP Blended Mid Cap Managed Volatility Fund - Standard Class Subaccount			LVIP Clarion Global Real Estate Fund - Standard Class Subaccount			LVIP Delaware Bond Fund - Standard Class Subaccount
NET ASSETS AT JANUARY 1, 2017	$	13,770,178		$	755,992		$	303,308		$	1,265,216		$	21,233		$	693,843		$	3,893,446
Changes From Operations:
• Net investment income (loss)		(148,876	)		4,781			3,492			(4,567	)		(774	)		14,536			60,259
• Net realized gain (loss) on investments		1,165,156			(8,197	)		19,076			112,189			4,336			37,761			13,685
• Net change in unrealized appreciation or depreciation on investments		2,417,820			12,172			19,672			191,139			12,463			(7,120	)		43,524
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		3,434,100			8,756			42,240			298,761			16,025			45,177			117,468
Changes From Unit Transactions:
• Net unit transactions		(1,011,451	)		(44,017	)		(8,113	)		(139,299	)		42,155			(274,211	)		(648,218	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(1,011,451	)		(44,017	)		(8,113	)		(139,299	)		42,155			(274,211	)		(648,218	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		2,422,649			(35,261	)		34,127			159,462			58,180			(229,034	)		(530,750	)
NET ASSETS AT DECEMBER 31, 2017		16,192,827			720,731			337,435			1,424,678			79,413			464,809			3,362,696
Changes From Operations:
• Net investment income (loss)		(166,015	)		29,839			4,622			(3,726	)		(1,043	)		11,613			62,932
• Net realized gain (loss) on investments		1,348,926			(6,409	)		61,953			184,293			6,257			3,784			(6,846	)
• Net change in unrealized appreciation or depreciation on investments		(1,922,070	)		(28,640	)		(88,545	)		(253,178	)		(6,347	)		(55,192	)		(118,031	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(739,159	)		(5,210	)		(21,970	)		(72,611	)		(1,133	)		(39,795	)		(61,945	)
Changes From Unit Transactions:
• Net unit transactions		(696,327	)		25,622			15,352			(14,188	)		37,107			(29,706	)		(385,667	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(696,327	)		25,622			15,352			(14,188	)		37,107			(29,706	)		(385,667	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(1,435,486	)		20,412			(6,618	)		(86,799	)		35,974			(69,501	)		(447,612	)
NET ASSETS AT DECEMBER 31, 2018	$	14,757,341		$	741,143		$	330,817		$	1,337,879		$	115,387		$	395,308		$	2,915,084

See accompanying notes.
L-12

	LVIP Delaware Diversified Floating Rate Fund - Service Class Subaccount			LVIP Delaware Social Awareness Fund - Standard Class Subaccount			LVIP Delaware Wealth Builder Fund - Standard Class Subaccount			LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class Subaccount			LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class Subaccount			LVIP Global Conservative Allocation Managed Risk Fund - Standard Class Subaccount
NET ASSETS AT JANUARY 1, 2017	$	202,946		$	14,543,103		$	407,323		$	5,322,325		$	48,081		$	1,249,003
Changes From Operations:
• Net investment income (loss)		(398	)		45,466			2,860			24,482			403			18,145
• Net realized gain (loss) on investments		13			1,787,469			21,504			59,550			147			19,659
• Net change in unrealized appreciation or depreciation on investments		2,943			823,456			6,805			935,692			12,083			79,070
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		2,558			2,656,391			31,169			1,019,724			12,633			116,874
Changes From Unit Transactions:
• Net unit transactions		(2,636	)		(1,312,218	)		(192,732	)		(336,946	)		26,365			25,111
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(2,636	)		(1,312,218	)		(192,732	)		(336,946	)		26,365			25,111
TOTAL INCREASE (DECREASE) IN NET ASSETS		(78	)		1,344,173			(161,563	)		682,778			38,998			141,985
NET ASSETS AT DECEMBER 31, 2017		202,868			15,887,276			245,760			6,005,103			87,079			1,390,988
Changes From Operations:
• Net investment income (loss)		4,067			49,736			6,759			28,105			390			19,603
• Net realized gain (loss) on investments		461			1,681,724			49,264			177,148			1,060			41,912
• Net change in unrealized appreciation or depreciation on investments		(6,209	)		(2,475,037	)		(74,288	)		(653,486	)		(11,146	)		(128,348	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(1,681	)		(743,577	)		(18,265	)		(448,233	)		(9,696	)		(66,833	)
Changes From Unit Transactions:
• Net unit transactions		(20,807	)		(1,428,188	)		68,405			(440,521	)		7,721			(138,797	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(20,807	)		(1,428,188	)		68,405			(440,521	)		7,721			(138,797	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(22,488	)		(2,171,765	)		50,140			(888,754	)		(1,975	)		(205,630	)
NET ASSETS AT DECEMBER 31, 2018	$	180,380		$	13,715,511		$	295,900		$	5,116,349		$	85,104		$	1,185,358

L-13

Lincoln National Variable Annuity Account L

Statements of changes in net assets (continued)

Years Ended December 31, 2017 and 2018

	LVIP Global Growth Allocation Managed Risk Fund - Standard Class Subaccount			LVIP Global Income Fund - Standard Class Subaccount			LVIP Global Moderate Allocation Managed Risk Fund - Standard Class Subaccount			LVIP JPMorgan Retirement Income Fund - Standard Class Subaccount			LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class Subaccount			LVIP Mondrian International Value Fund - Standard Class Subaccount			LVIP SSGA Bond Index Fund - Standard Class Subaccount
NET ASSETS AT JANUARY 1, 2017	$	4,088,600		$	318,100		$	18,774,053		$	1,192,016		$	184,878		$	2,847,099		$	591,820
Changes From Operations:
• Net investment income (loss)		55,905			(2,785	)		408,315			17,363			518			71,136			9,220
• Net realized gain (loss) on investments		64,163			(1,025	)		46,751			27,801			238			(19,269	)		(1,523	)
• Net change in unrealized appreciation or depreciation on investments		458,482			15,438			2,139,957			60,237			26,347			503,331			3,993
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		578,550			11,628			2,595,023			105,401			27,103			555,198			11,690
Changes From Unit Transactions:
• Net unit transactions		(238,154	)		(79,205	)		148,288			(158,869	)		56,839			(259,057	)		35,731
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(238,154	)		(79,205	)		148,288			(158,869	)		56,839			(259,057	)		35,731
TOTAL INCREASE (DECREASE) IN NET ASSETS		340,396			(67,577	)		2,743,311			(53,468	)		83,942			296,141			47,421
NET ASSETS AT DECEMBER 31, 2017		4,428,996			250,523			21,517,364			1,138,548			268,820			3,143,240			639,241
Changes From Operations:
• Net investment income (loss)		58,604			7,722			478,278			19,127			1,263			65,166			11,478
• Net realized gain (loss) on investments		82,547			45			310,568			130,287			757			23,697			(4,026	)
• Net change in unrealized appreciation or depreciation on investments		(442,675	)		(5,328	)		(2,016,427	)		(208,551	)		(39,884	)		(462,600	)		(16,276	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(301,524	)		2,439			(1,227,581	)		(59,137	)		(37,864	)		(373,737	)		(8,824	)
Changes From Unit Transactions:
• Net unit transactions		(297,955	)		83,803			634,088			(89,842	)		42,050			(18,208	)		17,432
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(297,955	)		83,803			634,088			(89,842	)		42,050			(18,208	)		17,432
TOTAL INCREASE (DECREASE) IN NET ASSETS		(599,479	)		86,242			(593,493	)		(148,979	)		4,186			(391,945	)		8,608
NET ASSETS AT DECEMBER 31, 2018	$	3,829,517		$	336,765		$	20,923,871		$	989,569		$	273,006		$	2,751,295		$	647,849

See accompanying notes.
L-14

	LVIP SSGA Emerging Markets 100 Fund - Standard Class Subaccount			LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class Subaccount			LVIP SSGA International Index Fund - Standard Class Subaccount			LVIP SSGA International Managed Volatility Fund - Standard Class Subaccount			LVIP SSGA S&P 500 Index Fund - Standard Class Subaccount			LVIP SSGA Small-Cap Index Fund - Standard Class Subaccount
NET ASSETS AT JANUARY 1, 2017	$	1,007,266		$	1,558,913		$	203,433		$	40,571		$	103,721,849		$	27,777,094
Changes From Operations:
• Net investment income (loss)		18,843			45,466			5,214			815			943,790			(605	)
• Net realized gain (loss) on investments		(5,177	)		14,250			3,860			359			4,692,627			1,369,630
• Net change in unrealized appreciation or depreciation on investments		213,449			132,630			45,176			9,658			14,438,087			2,007,910
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		227,115			192,346			54,250			10,832			20,074,504			3,376,935
Changes From Unit Transactions:
• Net unit transactions		(44,199	)		(186,870	)		63,610			12,854			(10,775,417	)		(2,928,009	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(44,199	)		(186,870	)		63,610			12,854			(10,775,417	)		(2,928,009	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		182,916			5,476			117,860			23,686			9,299,087			448,926
NET ASSETS AT DECEMBER 31, 2017		1,190,182			1,564,389			321,293			64,257			113,020,936			28,226,020
Changes From Operations:
• Net investment income (loss)		38,736			27,877			7,498			1,429			917,187			(12,047	)
• Net realized gain (loss) on investments		(13,007	)		10,143			2,315			922			5,684,608			1,746,558
• Net change in unrealized appreciation or depreciation on investments		(183,217	)		(175,645	)		(75,063	)		(13,825	)		(12,216,409	)		(4,869,047	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(157,488	)		(137,625	)		(65,250	)		(11,474	)		(5,614,614	)		(3,134,536	)
Changes From Unit Transactions:
• Net unit transactions		(4,235	)		(52,832	)		130,972			36,195			(8,685,096	)		(2,226,190	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(4,235	)		(52,832	)		130,972			36,195			(8,685,096	)		(2,226,190	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(161,723	)		(190,457	)		65,722			24,721			(14,299,710	)		(5,360,726	)
NET ASSETS AT DECEMBER 31, 2018	$	1,028,459		$	1,373,932		$	387,015		$	88,978		$	98,721,226		$	22,865,294

L-15

Lincoln National Variable Annuity Account L

Statements of changes in net assets (continued)

Years Ended December 31, 2017 and 2018

	LVIP T. Rowe Price 2010 Fund - Standard Class Subaccount			LVIP T. Rowe Price 2020 Fund - Standard Class Subaccount			LVIP T. Rowe Price 2030 Fund - Standard Class Subaccount			LVIP T. Rowe Price 2040 Fund - Standard Class Subaccount
NET ASSETS AT JANUARY 1, 2017	$	448,270		$	1,992,170		$	4,573,267		$	1,699,884
Changes From Operations:
• Net investment income (loss)		3,769			15,302			46,111			17,132
• Net realized gain (loss) on investments		12,285			109,481			151,344			61,570
• Net change in unrealized appreciation or depreciation on investments		23,885			80,466			364,991			141,072
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		39,939			205,249			562,446			219,774
Changes From Unit Transactions:
• Net unit transactions		(20,082	)		(369,578	)		(184,704	)		(137,696	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		(20,082	)		(369,578	)		(184,704	)		(137,696	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		19,857			(164,329	)		377,742			82,078
NET ASSETS AT DECEMBER 31, 2017		468,127			1,827,841			4,951,009			1,781,962
Changes From Operations:
• Net investment income (loss)		5,436			11,521			36,422			13,824
• Net realized gain (loss) on investments		30,831			110,902			193,833			80,199
• Net change in unrealized appreciation or depreciation on investments		(61,041	)		(217,028	)		(604,176	)		(275,094	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(24,774	)		(94,605	)		(373,921	)		(181,071	)
Changes From Unit Transactions:
• Net unit transactions		6,269			(399,812	)		(370,632	)		183,435
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		6,269			(399,812	)		(370,632	)		183,435
TOTAL INCREASE (DECREASE) IN NET ASSETS		(18,505	)		(494,417	)		(744,553	)		2,364
NET ASSETS AT DECEMBER 31, 2018	$	449,622		$	1,333,424		$	4,206,456		$	1,784,326

See accompanying notes.
L-16

	LVIP T. Rowe Price 2050 Fund - Standard Class Subaccount			LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class Subaccount			Neuberger Berman AMT Large Cap Value Portfolio - I Class Subaccount			T. Rowe Price International Stock Portfolio Subaccount
NET ASSETS AT JANUARY 1, 2017	$	631,833		$	17,479,698		$	5,530,042		$	8,441,756
Changes From Operations:
• Net investment income (loss)		10,086			(147,404	)		(22,303	)		11,791
• Net realized gain (loss) on investments		3,876			1,217,410			777,651			554,446
• Net change in unrealized appreciation or depreciation on investments		105,141			2,894,950			(122,843	)		1,608,201
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		119,103			3,964,956			632,505			2,174,438
Changes From Unit Transactions:
• Net unit transactions		212,741			(1,411,913	)		(741,512	)		(549,988	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		212,741			(1,411,913	)		(741,512	)		(549,988	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		331,844			2,553,043			(109,007	)		1,624,450
NET ASSETS AT DECEMBER 31, 2017		963,677			20,032,741			5,421,035			10,066,206
Changes From Operations:
• Net investment income (loss)		9,705			(124,674	)		8,277			27,977
• Net realized gain (loss) on investments		14,346			2,178,859			564,489			1,044,481
• Net change in unrealized appreciation or depreciation on investments		(138,976	)		(2,816,079	)		(667,914	)		(2,491,411	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(114,925	)		(761,894	)		(95,148	)		(1,418,953	)
Changes From Unit Transactions:
• Net unit transactions		250,708			(703,518	)		(777,737	)		(966,610	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM UNIT TRANSACTIONS		250,708			(703,518	)		(777,737	)		(966,610	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		135,783			(1,465,412	)		(872,885	)		(2,385,563	)
NET ASSETS AT DECEMBER 31, 2018	$	1,099,460		$	18,567,329		$	4,548,150		$	7,680,643

L-17

Lincoln National Variable Annuity Account L

Notes to financial statements

December 31, 2018

1. Accounting Policies and Variable Account Information

The Variable Account: Lincoln National Variable Annuity Account L (the Variable Account) is a segregated investment account of The Lincoln National Life Insurance Company (the Company) and is registered as a unit investment trust with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The operations of the Variable Account, which commenced on September 26, 1996, are part of the operations of the Company. The Variable Account consists of three products as follows:

• Group Variable Annuity
• Lincoln Secured Retirement Income • Lincoln Retirement Income Rollover

The assets of the Variable Account are owned by the Company. The Variable Account's assets support the annuity contracts and may not be used to satisfy liabilities arising from any other business of the Company.

Basis of Presentation: The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for unit investment trusts.

Accounting Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts as of the date of the financial statements. Those estimates are inherently subject to change and actual results could differ from those estimates. Included among the material (or potentially material) reported amounts that require use of estimates is the fair value of certain assets.

Investments: The assets of the Variable Account are divided into variable subaccounts, each of which may be invested in shares of one of sixty mutual funds (the Funds) of eleven open-ended management investment companies, each Fund with its own investment objective. The Funds are:

AllianceBernstein Variable Products Series Fund:

AB VPS Global Thematic Growth Portfolio - Class B

AB VPS Growth Portfolio - Class B

American Century Variable Portfolios, Inc.:

American Century VP Balanced Fund - Class I

American Funds Insurance Series^®:

American Funds Global Growth Fund - Class 2

American Funds Growth Fund - Class 2

American Funds Growth-Income Fund - Class 2

American Funds International Fund - Class 2

BlackRock Variable Series Funds, Inc.:

BlackRock Global Allocation V.I. Fund - Class I

Delaware VIP^® Trust:

Delaware VIP^® Diversified Income Series - Standard Class

Delaware VIP^® High Yield Series - Standard Class

Delaware VIP^® REIT Series - Service Class

Delaware VIP^® Small Cap Value Series - Service Class

Delaware VIP^® Smid Cap Core Series - Service Class

Deutsche DWS Variable Series II:

DWS Alternative Asset Allocation VIP Portfolio - Class A

Fidelity^® Variable Insurance Products:

Fidelity^® VIP Asset Manager Portfolio - Initial Class

Fidelity^® VIP Contrafund^® Portfolio - Service Class 2

Fidelity^® VIP Freedom 2020 Portfolio^(SM) - Service Class 2

Fidelity^® VIP Freedom 2025 Portfolio^(SM) - Service Class 2

Fidelity^® VIP Freedom 2030 Portfolio^(SM) - Service Class 2

Fidelity^® VIP Freedom 2035 Portfolio^(SM) - Service Class 2

Fidelity^® VIP Freedom 2040 Portfolio^(SM) - Service Class 2

Fidelity^® VIP Freedom 2045 Portfolio^(SM) - Service Class 2

Fidelity^® VIP Freedom 2050 Portfolio^(SM) - Service Class 2

Fidelity^® VIP Government Money Market Portfolio - Initial Class

Fidelity^® VIP Growth Portfolio - Initial Class

Janus Aspen Series:

Janus Henderson Global Research Portfolio - Institutional Shares

Lincoln Variable Insurance Products Trust*:

LVIP Baron Growth Opportunities Fund - Service Class

LVIP BlackRock Inflation Protected Bond Fund - Standard Class

LVIP BlackRock Scientific Allocation Fund - Standard Class

LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class

LVIP Blended Mid Cap Managed Volatility Fund - Standard Class

LVIP Clarion Global Real Estate Fund - Standard Class

LVIP Delaware Bond Fund - Standard Class

LVIP Delaware Diversified Floating Rate Fund - Service Class

LVIP Delaware Social Awareness Fund - Standard Class

LVIP Delaware Wealth Builder Fund - Standard Class

LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class

LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class

LVIP Global Conservative Allocation Managed Risk Fund - Standard Class

L-18

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

1. Accounting Policies and Variable Account Information (continued)

LVIP Global Growth Allocation Managed Risk Fund - Standard Class

LVIP Global Income Fund - Standard Class

LVIP Global Moderate Allocation Managed Risk Fund - Standard Class

LVIP JPMorgan Retirement Income Fund - Standard Class

LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class

LVIP Mondrian International Value Fund - Standard Class

LVIP SSGA Bond Index Fund - Standard Class

LVIP SSGA Emerging Markets 100 Fund - Standard Class

LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class

LVIP SSGA International Index Fund - Standard Class

LVIP SSGA International Managed Volatility Fund - Standard Class

LVIP SSGA S&P 500 Index Fund - Standard Class

LVIP SSGA Small-Cap Index Fund - Standard Class

LVIP T. Rowe Price 2010 Fund - Standard Class

LVIP T. Rowe Price 2020 Fund - Standard Class

LVIP T. Rowe Price 2030 Fund - Standard Class

LVIP T. Rowe Price 2040 Fund - Standard Class

LVIP T. Rowe Price 2050 Fund - Standard Class

LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class

Neuberger Berman Advisers Management Trust:

Neuberger Berman AMT Large Cap Value Portfolio - I Class

T. Rowe Price International Series, Inc.:

T. Rowe Price International Stock Portfolio

*  Denotes an affiliate of the Company

The Fidelity VIP Government Money Market Portfolio is used only for investments of initial contributions for which the Company has not received complete order instructions. Upon receipt of complete order instructions, the payments transferred to the Fidelity VIP Government Money Market Portfolio are allocated to purchase shares of one or more of the above Funds.

Each subaccount invests in shares of a single underlying Fund. The investment performance of each subaccount will reflect the investment performance of the underlying Fund less separate account expenses. There is no assurance that the investment objective of any underlying Fund will be met. A Fund calculates a daily net asset

value per share ("NAV") which is based on the market value of its investment portfolio. The amount of risk varies significantly between subaccounts. Due to the level of risk associated with certain investment portfolios, it is at least reasonably possible that changes in the values of investment portfolios will occur in the near term and that such changes could materially affect contract holders' investments in the Funds and the amounts reported in the financial statements. The contract holder assumes all of the investment performance risk for the subaccounts selected.

Investments in the Funds are stated at fair value as determined by the closing net asset value per share on December 31, 2018. Net asset value is quoted by the Funds as derived by the fair value of the Funds' underlying investments. The difference between cost and net asset value is reflected as unrealized appreciation or depreciation of investments. There are no redemption restrictions on investments in the Funds.

Investments for which the fair value is measured at NAV using the practical expedient (investments in investees measured at NAV) are excluded from the fair value hierarchy. Accordingly, the Variable Account's investments in the Funds have not been classified in the fair value hierarchy.

Investment transactions are accounted for on a trade-date basis. The cost of investments sold is determined by the average cost method.

ASC 946-10-15, "Financial Services- Investment Companies (Topic 946) - Scope and Scope Exceptions" provides accounting guidance for assessing whether an entity is an investment company. This guidance evaluates the entity's purpose and design to determine whether the entity is an investment company. The standard also adds additional disclosure requirements regarding contractually required commitments to investees. Management has evaluated the criteria in the standard and concluded that the Variable Account qualifies as an investment company and therefore applies the accounting requirements of ASC 946.

Dividends: Dividends paid to the Variable Account are automatically reinvested in shares of the Funds on the payable date with the exception of Fidelity VIP Money Market Portfolio, which is invested monthly. Dividend income is recorded on the ex-dividend date.

Federal Income Taxes: Operations of the Variable Account form a part of and are taxed with operations of the Company, which is taxed as a "life insurance company" under the Internal Revenue Code. The Variable Account will not be taxed as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended. Under current federal income tax law, no federal income taxes are payable or receivable with respect to the Variable Account's net investment income and the net realized gain (loss) on investments.

L-19

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

1. Accounting Policies and Variable Account Information (continued)

Investment Fund Changes: During 2017, the following funds became available as investment options for account contract owners. Accordingly, for the subaccounts that commenced operations during 2017, the 2017 statements of changes in net assets and total return and investment income ratios in note 3 are for the period from the commencement of operations to December 31, 2017:

Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2	Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2	Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2	Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2

Also during 2017, the following funds changed their names:

Previous Fund Name	New Fund Name
Delaware VIP® Smid Cap Growth Series - Service Class	Delaware VIP® Smid Cap Core Series - Service Class
Janus Aspen Global Research Portfolio - Institutional Shares	Janus Henderson Global Research Portfolio - Institutional Shares
LVIP Delaware Foundation Moderate Allocation Fund - Standard Class	LVIP BlackRock Scientific Allocation Fund - Standard Class
LVIP Delaware Foundation Aggressive Allocation Fund - Standard Class	LVIP Delaware Wealth Builder Fund - Standard Class
LVIP Delaware Foundation Conservative Allocation Fund - Standard Class	LVIP JPMorgan Retirement Income Fund - Standard Class

During 2018, the following funds changed their names:

Previous Fund Name	New Fund Name
LVIP Managed Risk Profile 2010 Fund - Standard Class	LVIP T. Rowe Price 2010 Fund - Standard Class
LVIP Managed Risk Profile 2020 Fund - Standard Class	LVIP T. Rowe Price 2020 Fund - Standard Class
LVIP Managed Risk Profile 2030 Fund - Standard Class	LVIP T. Rowe Price 2030 Fund - Standard Class
LVIP Managed Risk Profile 2040 Fund - Standard Class	LVIP T. Rowe Price 2040 Fund - Standard Class
LVIP Managed Risk Profile 2050 Fund - Standard Class	LVIP T. Rowe Price 2050 Fund - Standard Class

Also during 2018, the following fund family changed its name:

Previous Fund Family Name	New Fund Family Name
Deutsche Variable Series II	Deutsche DWS Variable Series II

2. Mortality and Expense Guarantees and Other Transactions with Affiliates

Amounts are paid to the Company for mortality and expense guarantees at a percentage of the current value of the Variable Account each day with the exception of Fidelity VIP Government Money Market Portfolio, which does not have a mortality and expense charge. The mortality and expense risk charges for each of the variable subaccounts are reported in the statements of operations. The ranges of rates are as follows for the three contract types within the Variable Account:

•  Group Variable Annuity at a daily rate of .0020548% to .0027397% (.75% to 1.00% on an annual basis)

•  Lincoln Secured Retirement Income at a daily rate of .0001370% to .0017808% (.05% to .65% on an annual basis)

•  Lincoln Retirement Income Rollover at a daily rate of .0001370% to .0017808% (.05% to .65% on an annual basis)

The Company charges an annual account fee which varies by product. Refer to the product prospectus for the account fee rate. The account fees are for items such as processing applications, issuing contracts, policy value calculation, confirmations and periodic reports. The Company, upon surrender of a policy, may assess a surrender charge. Amounts retained by the Company for account fees and surrender charges for 2018 and 2017 were $192,109 and $204,654, respectively.

Surrender, contract and all other charges are included within Contract withdrawals on the Statements of Changes in Net Assets.

L-20

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

3. Financial Highlights

A summary of the fee rates, unit values, units outstanding, net assets and total return and investment income ratios for variable annuity contracts as of and for each year or period in the five years ended December 31, 2018, follows:

Subaccount	Year		Commencement Date(1)	Minimum Fee Rate(2)			Maximum Fee Rate(2)			Minimum Unit Value(3)		Maximum Unit Value(3)		Units Outstanding		Net Assets		Minimum Total Return(4)			Maximum Total Return(4)			Investment Income Ratio(5)
AB VPS Global Thematic Growth Portfolio - Class B
		2018			0.75	%		1.00	%	$	6.96	$	7.29		233,702	$	1,630,865		-10.88	%		-10.66	%		0.00	%
		2017			0.75	%		1.00	%		7.81		8.15		275,626		2,155,522		34.94	%		35.28	%		0.28	%
		2016			0.75	%		1.00	%		5.79		6.03		293,802		1,702,782		-1.86	%		-1.62	%		0.00	%
		2015			0.75	%		1.00	%		5.90		6.13		313,715		1,852,385		1.63	%		1.88	%		0.00	%
		2014			0.75	%		1.00	%		5.80		6.01		338,951		1,969,007		3.76	%		4.02	%		0.00	%
AB VPS Growth Portfolio - Class B
		2018			0.75	%		1.00	%		17.76		18.59		113,026		2,014,570		2.74	%		2.99	%		0.00	%
		2017			0.75	%		1.00	%		17.28		18.05		102,612		1,780,387		32.81	%		33.14	%		0.00	%
		2016			0.75	%		1.00	%		13.01		13.55		105,554		1,379,285		-0.15	%		0.10	%		0.00	%
		2015			0.75	%		1.00	%		13.03		13.54		127,091		1,661,558		7.74	%		8.01	%		0.00	%
		2014			0.75	%		1.00	%		12.10		12.54		122,461		1,485,769		11.84	%		12.12	%		0.00	%
American Century VP Balanced Fund - Class I
		2018			0.75	%		1.00	%		45.89		48.19		270,897		12,493,134		-4.79	%		-4.55	%		1.41	%
		2017			0.75	%		1.00	%		48.20		50.48		288,309		13,957,461		12.78	%		13.06	%		1.54	%
		2016			0.75	%		1.00	%		42.74		44.65		315,713		13,545,258		5.93	%		6.19	%		1.46	%
		2015			0.75	%		1.00	%		40.35		42.05		327,511		13,265,699		-3.54	%		-3.30	%		1.72	%
		2014			0.75	%		1.00	%		41.83		43.48		382,815		16,070,495		8.76	%		9.03	%		1.52	%
American Funds Global Growth Fund - Class 2
		2018			0.75	%		1.00	%		28.86		29.94		210,734		6,100,447		-9.95	%		-9.72	%		0.65	%
		2017			0.75	%		1.00	%		32.05		33.16		220,493		7,087,753		30.16	%		30.49	%		0.68	%
		2016			0.75	%		1.00	%		24.62		25.42		218,019		5,388,246		-0.38	%		-0.13	%		0.84	%
		2015			0.75	%		1.00	%		24.72		25.45		229,813		5,699,030		5.87	%		6.14	%		1.01	%
		2014			0.75	%		1.00	%		23.35		23.98		239,094		5,599,280		1.30	%		1.55	%		1.14	%
American Funds Growth Fund - Class 2
		2018			0.75	%		1.00	%		22.74		23.80		1,248,307		28,498,915		-1.24	%		-0.99	%		0.42	%
		2017			0.75	%		1.00	%		23.02		24.04		1,367,467		31,609,079		27.02	%		27.33	%		0.50	%
		2016			0.75	%		1.00	%		18.12		18.88		1,458,298		26,531,963		8.40	%		8.67	%		0.71	%
		2015			0.75	%		1.00	%		16.72		17.37		1,566,846		26,293,002		5.79	%		6.06	%		0.60	%
		2014			0.75	%		1.00	%		15.80		16.38		1,688,620		26,773,410		7.43	%		7.70	%		0.78	%
American Funds Growth-Income Fund - Class 2
		2018			0.75	%		1.00	%		25.73		26.69		544,747		14,050,119		-2.76	%		-2.52	%		1.42	%
		2017			0.75	%		1.00	%		26.47		27.38		547,569		14,516,853		21.16	%		21.47	%		1.41	%
		2016			0.75	%		1.00	%		21.84		22.54		568,668		12,443,140		10.41	%		10.69	%		1.37	%
		2015			0.75	%		1.00	%		19.78		20.37		592,659		11,743,805		0.45	%		0.70	%		1.32	%
		2014			0.75	%		1.00	%		19.70		20.22		602,195		11,877,200		9.53	%		9.81	%		1.32	%
American Funds International Fund - Class 2
		2018			0.75	%		1.00	%		16.52		17.29		493,856		8,180,712		-14.00	%		-13.78	%		1.64	%
		2017			0.75	%		1.00	%		19.21		20.06		534,213		10,285,892		30.83	%		31.16	%		1.25	%
		2016			0.75	%		1.00	%		14.68		15.29		594,190		8,740,565		2.50	%		2.76	%		1.26	%
		2015			0.75	%		1.00	%		14.33		14.88		636,510		9,133,407		-5.48	%		-5.24	%		1.46	%
		2014			0.75	%		1.00	%		15.16		15.71		709,340		10,765,065		-3.62	%		-3.38	%		1.34	%
BlackRock Global Allocation V.I. Fund - Class I
		2018			0.75	%		1.00	%		15.60		15.97		100,713		1,571,150		-8.26	%		-8.03	%		0.97	%
		2017			0.75	%		1.00	%		17.00		17.37		102,881		1,750,130		12.73	%		13.01	%		1.38	%
		2016			0.75	%		1.00	%		15.08		15.37		95,894		1,446,798		3.08	%		3.34	%		1.14	%
		2015			0.75	%		1.00	%		14.63		14.87		104,709		1,532,499		-1.70	%		-1.45	%		1.13	%
		2014			0.75	%		1.00	%		14.88		15.09		102,561		1,526,870		1.09	%		1.35	%		2.23	%
Delaware VIP® Diversified Income Series - Standard Class
		2018			0.75	%		1.00	%		18.01		18.67		236,208		4,259,361		-3.10	%		-2.86	%		3.20	%
		2017			0.75	%		1.00	%		18.58		19.22		242,662		4,515,407		4.18	%		4.44	%		2.66	%
		2016			0.75	%		1.00	%		17.84		18.41		263,775		4,710,551		2.49	%		2.75	%		3.12	%
		2015			0.75	%		1.00	%		17.40		17.91		305,107		5,315,575		-2.07	%		-1.82	%		3.02	%
		2014			0.75	%		1.00	%		17.77		18.25		323,001		5,744,785		4.27	%		4.53	%		2.26	%

L-21

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

3. Financial Highlights (continued)

Subaccount	Year		Commencement Date(1)	Minimum Fee Rate(2)			Maximum Fee Rate(2)			Minimum Unit Value(3)		Maximum Unit Value(3)		Units Outstanding		Net Assets		Minimum Total Return(4)			Maximum Total Return(4)			Investment Income Ratio(5)
Delaware VIP® High Yield Series - Standard Class
		2018			0.75	%		1.00	%	$	19.37	$	20.04		89,546	$	1,734,887		-5.42	%		-5.18	%		6.11	%
		2017			0.75	%		1.00	%		20.48		21.13		104,467		2,142,719		6.42	%		6.68	%		6.07	%
		2016			0.75	%		1.00	%		19.24		19.81		112,364		2,165,692		12.04	%		12.32	%		6.56	%
		2015			0.75	%		1.00	%		17.18		17.64		131,395		2,259,594		-7.53	%		-7.29	%		6.52	%
		2014			0.75	%		1.00	%		18.57		19.02		152,142		2,829,067		-1.28	%		-1.03	%		6.53	%
Delaware VIP® REIT Series - Service Class
		2018			0.75	%		1.00	%		37.39		39.13		212,859		7,972,674		-8.44	%		-8.21	%		1.86	%
		2017			0.75	%		1.00	%		40.83		42.63		250,792		10,265,880		0.26	%		0.51	%		1.37	%
		2016			0.75	%		1.00	%		40.73		42.42		304,963		12,446,688		4.56	%		4.83	%		0.95	%
		2015			0.75	%		1.00	%		38.95		40.46		319,994		12,490,856		2.49	%		2.75	%		1.02	%
		2014			0.75	%		1.00	%		38.00		39.38		354,974		13,509,561		27.84	%		28.16	%		1.11	%
Delaware VIP® Small Cap Value Series - Service Class
		2018			0.75	%		1.00	%		26.97		27.97		268,330		7,255,734		-17.77	%		-17.56	%		0.61	%
		2017			0.75	%		1.00	%		32.80		33.93		300,858		9,889,988		10.65	%		10.92	%		0.65	%
		2016			0.75	%		1.00	%		29.64		30.59		328,415		9,753,563		29.78	%		30.11	%		0.66	%
		2015			0.75	%		1.00	%		22.84		23.51		342,295		7,832,045		-7.39	%		-7.16	%		0.49	%
		2014			0.75	%		1.00	%		24.66		25.33		400,294		9,887,517		4.57	%		4.83	%		0.33	%
Delaware VIP® Smid Cap Core Series - Service Class
		2018			0.75	%		1.00	%		19.44		20.35		256,302		4,993,849		-13.27	%		-13.06	%		0.00	%
		2017			0.75	%		1.00	%		22.42		23.40		264,634		5,944,277		17.20	%		17.50	%		0.09	%
		2016			0.75	%		1.00	%		19.13		19.92		275,984		5,288,718		6.94	%		7.21	%		0.00	%
		2015			0.75	%		1.00	%		17.89		18.58		300,527		5,384,054		6.24	%		6.51	%		0.16	%
		2014			0.75	%		1.00	%		16.84		17.44		309,856		5,224,630		1.85	%		2.10	%		0.00	%
DWS Alternative Asset Allocation VIP Portfolio - Class A
		2018			0.75	%		1.00	%		12.39		12.69		15,965		197,905		-10.04	%		-9.82	%		2.11	%
		2017			0.75	%		1.00	%		13.78		14.07		14,525		200,147		6.34	%		6.61	%		2.37	%
		2016			0.75	%		1.00	%		12.96		13.20		17,766		230,194		4.25	%		4.51	%		2.03	%
		2015			0.75	%		1.00	%		12.43		12.63		15,980		198,618		-7.23	%		-6.99	%		2.92	%
		2014			0.75	%		1.00	%		13.40		13.58		16,747		224,367		2.47	%		2.73	%		1.75	%
Fidelity® VIP Asset Manager Portfolio - Initial Class
		2018			0.75	%		1.00	%		45.28		47.54		626,716		28,445,958		-6.29	%		-6.06	%		1.64	%
		2017			0.75	%		1.00	%		48.32		50.61		687,618		33,305,989		12.97	%		13.25	%		1.86	%
		2016			0.75	%		1.00	%		42.77		44.69		743,480		31,871,934		2.05	%		2.30	%		1.32	%
		2015			0.75	%		1.00	%		41.92		43.68		827,635		34,757,222		-0.85	%		-0.61	%		1.53	%
		2014			0.75	%		1.00	%		42.28		43.95		923,700		39,121,218		4.78	%		5.04	%		1.46	%
Fidelity® VIP Contrafund® Portfolio - Service Class 2
		2018			0.75	%		1.00	%		25.77		26.97		792,368		20,455,597		-7.57	%		-7.34	%		0.43	%
		2017			0.75	%		1.00	%		27.88		29.11		830,957		23,211,096		20.38	%		20.68	%		0.77	%
		2016			0.75	%		1.00	%		23.16		24.12		908,140		21,068,336		6.66	%		6.93	%		0.56	%
		2015			0.75	%		1.00	%		21.71		22.56		991,770		21,570,788		-0.58	%		-0.33	%		0.79	%
		2014			0.75	%		1.00	%		21.84		22.63		1,050,549		22,983,179		10.54	%		10.82	%		0.73	%
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2
		2018	1/16/18		1.00	%		1.00	%		9.49		9.49		5,295		50,272		-9.00	%		-9.00	%		3.54	%
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2
		2018	1/11/18		1.00	%		1.00	%		9.44		9.44		10,810		102,092		-9.48	%		-9.48	%		1.69	%
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2
		2018	3/6/18		0.75	%		1.00	%		9.36		9.38		17,798		166,618		-9.68	%		-9.18	%		1.76	%
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2
		2018			1.00	%		1.00	%		9.24		9.24		62,689		579,210		-10.40	%		-10.40	%		1.24	%
		2017	12/13/17		1.00	%		1.00	%		10.31		10.31		10,767		111,024		0.96	%		0.96	%		0.94	%
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2
		2018			1.00	%		1.00	%		9.18		9.18		10,933		100,374		-11.02	%		-11.02	%		3.15	%
		2017	12/11/17		1.00	%		1.00	%		10.32		10.32		684		7,055		1.04	%		1.04	%		0.88	%
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2
		2018			1.00	%		1.00	%		9.18		9.18		5,156		47,327		-11.03	%		-11.03	%		1.29	%
		2017	12/12/17		1.00	%		1.00	%		10.32		10.32		2,584		26,658		1.03	%		1.03	%		0.91	%

L-22

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

3. Financial Highlights (continued)

Subaccount	Year		Commencement Date(1)	Minimum Fee Rate(2)			Maximum Fee Rate(2)			Minimum Unit Value(3)		Maximum Unit Value(3)		Units Outstanding		Net Assets		Minimum Total Return(4)			Maximum Total Return(4)			Investment Income Ratio(5)
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2
		2018			1.00	%		1.00	%	$	9.18	$	9.18		9,143	$	83,948		-11.02	%		-11.02	%		2.28	%
		2017	12/5/17		1.00	%		1.00	%		10.32		10.32		1,760		18,159		1.93	%		1.93	%		1.63	%
Fidelity® VIP Government Money Market Portfolio - Initial Class
		2018			0.00	%		0.00	%		18.47		18.50		2,017		37,262		1.65	%		1.65	%		1.59	%
		2017			0.00	%		0.00	%		18.17		18.20		2,754		50,046		0.67	%		0.67	%		0.65	%
		2016			0.00	%		0.00	%		18.05		18.08		3,786		68,351		0.20	%		0.20	%		0.19	%
		2015			0.00	%		0.00	%		18.02		18.04		1,941		34,965		0.02	%		0.03	%		0.02	%
		2014			0.00	%		0.00	%		18.01		18.04		548		9,873		0.01	%		0.01	%		0.01	%
Fidelity® VIP Growth Portfolio - Initial Class
		2018			0.75	%		1.00	%		95.10		99.85		827,062		78,908,387		-1.16	%		-0.91	%		0.24	%
		2017			0.75	%		1.00	%		96.22		100.77		896,802		86,565,270		33.79	%		34.12	%		0.22	%
		2016			0.75	%		1.00	%		71.92		75.13		965,781		69,659,103		-0.20	%		0.05	%		0.03	%
		2015			0.75	%		1.00	%		72.06		75.10		1,063,302		76,830,690		6.11	%		6.37	%		0.25	%
		2014			0.75	%		1.00	%		67.91		70.60		1,167,218		79,461,794		10.19	%		10.47	%		0.18	%
Janus Henderson Global Research Portfolio - Institutional Shares
		2018			0.75	%		1.00	%		21.79		22.88		356,650		7,807,840		-7.79	%		-7.56	%		1.12	%
		2017			0.75	%		1.00	%		23.63		24.75		385,355		9,148,987		25.76	%		26.08	%		0.82	%
		2016			0.75	%		1.00	%		18.79		19.63		428,756		8,090,071		1.05	%		1.30	%		0.99	%
		2015			0.75	%		1.00	%		18.60		19.38		474,214		8,850,052		-3.26	%		-3.02	%		0.65	%
		2014			0.75	%		1.00	%		19.22		19.98		506,118		9,760,515		6.37	%		6.64	%		1.07	%
LVIP Baron Growth Opportunities Fund - Service Class
		2018			0.75	%		1.00	%		65.72		69.01		223,853		14,757,341		-4.89	%		-4.65	%		0.00	%
		2017			0.75	%		1.00	%		69.10		72.38		233,609		16,192,827		25.97	%		26.29	%		0.00	%
		2016			0.75	%		1.00	%		54.85		57.31		250,256		13,770,178		4.52	%		4.78	%		0.45	%
		2015			0.75	%		1.00	%		52.48		54.70		278,447		14,652,966		-5.72	%		-5.48	%		0.00	%
		2014			0.75	%		1.00	%		55.66		57.87		306,639		17,112,866		3.81	%		4.07	%		0.18	%
LVIP BlackRock Emerging Markets Managed Volatility Fund - Standard Class
		2016			0.00	%		0.00	%		—		—		—		—		0.00	%		0.00	%		5.21	%
		2015			0.75	%		1.00	%		7.83		7.83		3,254		25,469		-15.86	%		-15.86	%		1.75	%
		2014	5/27/14		1.00	%		1.00	%		9.30		9.30		2,549		23,703		-8.29	%		-8.29	%		1.60	%
LVIP BlackRock Inflation Protected Bond Fund - Standard Class
		2018			0.75	%		1.00	%		9.43		9.58		78,616		741,143		-0.72	%		-0.49	%		5.16	%
		2017			0.75	%		1.00	%		9.49		9.63		75,902		720,731		1.17	%		1.42	%		1.62	%
		2016			0.75	%		1.00	%		9.38		9.49		80,502		755,992		2.56	%		2.82	%		1.23	%
		2015			0.69	%		0.94	%		9.15		9.23		77,644		710,885		-3.73	%		-3.49	%		1.14	%
		2014			0.69	%		0.94	%		9.51		9.57		88,703		843,424		2.10	%		2.36	%		1.42	%
LVIP BlackRock Scientific Allocation Fund - Standard Class
		2018			0.75	%		1.00	%		17.87		18.31		18,507		330,817		-6.32	%		-6.01	%		2.35	%
		2017			0.75	%		1.00	%		19.08		19.48		17,685		337,435		13.19	%		13.51	%		2.02	%
		2016			0.75	%		1.00	%		16.86		17.16		17,993		303,308		3.61	%		3.87	%		1.73	%
		2015			0.75	%		1.00	%		16.27		16.53		18,412		299,759		-2.13	%		-1.89	%		1.48	%
		2014			0.75	%		1.00	%		16.62		16.84		32,432		539,318		3.59	%		3.85	%		2.03	%
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class
		2018			0.75	%		1.00	%		11.44		11.97		116,442		1,337,879		-5.27	%		-5.03	%		0.72	%
		2017			0.75	%		1.00	%		12.07		12.61		117,506		1,424,678		24.88	%		25.19	%		0.64	%
		2016			0.75	%		1.00	%		9.67		10.07		130,333		1,265,216		-2.29	%		-2.05	%		0.40	%
		2015			0.75	%		1.00	%		9.89		10.28		159,858		1,586,727		0.33	%		0.58	%		0.00	%
		2014			0.75	%		1.00	%		9.86		10.22		173,436		1,714,917		4.30	%		4.56	%		0.00	%
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class
		2018			0.75	%		1.00	%		12.03		12.17		9,587		115,387		-0.64	%		-0.39	%		0.00	%
		2017			0.75	%		1.00	%		12.11		12.22		6,553		79,413		24.31	%		24.62	%		0.00	%
		2016			0.75	%		1.00	%		9.74		9.81		2,177		21,233		1.24	%		1.48	%		0.00	%
		2015			0.75	%		1.00	%		9.62		9.62		2,394		23,053		-5.15	%		-5.15	%		0.00	%
		2014	6/17/14		1.00	%		1.00	%		10.15		10.15		40		410		-0.06	%		-0.06	%		0.00	%

L-23

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

3. Financial Highlights (continued)

Subaccount	Year		Commencement Date(1)	Minimum Fee Rate(2)			Maximum Fee Rate(2)			Minimum Unit Value(3)		Maximum Unit Value(3)		Units Outstanding		Net Assets		Minimum Total Return(4)			Maximum Total Return(4)			Investment Income Ratio(5)
LVIP Clarion Global Real Estate Fund - Standard Class
		2018			0.75	%		1.00	%	$	9.50	$	9.78		41,558	$	395,308		-9.25	%		-9.03	%		3.74	%
		2017			0.75	%		1.00	%		10.46		10.75		44,301		464,809		9.76	%		10.04	%		3.54	%
		2016			0.75	%		1.00	%		9.53		9.77		72,541		693,843		0.18	%		0.43	%		4.20	%
		2015			0.75	%		1.00	%		9.52		9.72		63,079		601,774		-2.21	%		-1.96	%		3.03	%
		2014			0.75	%		1.00	%		9.73		9.92		61,557		600,333		12.76	%		13.04	%		2.79	%
LVIP Delaware Bond Fund - Standard Class
		2018			0.75	%		1.00	%		16.51		17.12		176,354		2,915,084		-1.82	%		-1.57	%		2.99	%
		2017			0.75	%		1.00	%		16.81		17.39		199,585		3,362,696		3.33	%		3.59	%		2.71	%
		2016			0.75	%		1.00	%		16.27		16.79		238,942		3,893,446		1.70	%		1.96	%		2.26	%
		2015			0.75	%		1.00	%		16.00		16.47		271,002		4,340,416		-0.61	%		-0.36	%		2.25	%
		2014			0.75	%		1.00	%		16.10		16.53		314,538		5,067,417		4.92	%		5.18	%		1.97	%
LVIP Delaware Diversified Floating Rate Fund - Service Class
		2018			0.75	%		1.00	%		9.86		10.04		18,280		180,380		-0.97	%		-0.81	%		3.11	%
		2017			0.75	%		1.00	%		9.96		10.13		20,363		202,868		1.26	%		1.36	%		0.80	%
		2016			0.75	%		1.00	%		9.84		9.99		20,628		202,946		0.99	%		1.40	%		0.00	%
		2015			0.75	%		1.00	%		9.74		9.74		20,149		196,284		-1.96	%		-1.96	%		1.17	%
		2014			1.00	%		1.00	%		9.94		9.94		74,690		742,087		-0.63	%		-0.63	%		2.53	%
LVIP Delaware Social Awareness Fund - Standard Class
		2018			0.75	%		1.00	%		31.52		33.09		433,711		13,715,511		-5.51	%		-5.28	%		1.30	%
		2017			0.75	%		1.00	%		33.36		34.94		474,679		15,887,276		19.00	%		19.30	%		1.28	%
		2016			0.75	%		1.00	%		28.03		29.28		517,239		14,543,103		5.58	%		5.84	%		1.42	%
		2015			0.75	%		1.00	%		26.55		27.67		566,033		15,071,433		-1.65	%		-1.40	%		1.46	%
		2014			0.75	%		1.00	%		27.00		28.06		594,059		16,083,660		14.05	%		14.34	%		1.53	%
LVIP Delaware Wealth Builder Fund - Standard Class
		2018			0.75	%		1.00	%		19.03		19.03		15,545		295,900		-6.16	%		-6.16	%		3.51	%
		2017			1.00	%		1.00	%		20.28		20.28		12,116		245,760		11.17	%		11.17	%		2.09	%
		2016			1.00	%		1.00	%		18.25		18.25		22,324		407,323		4.57	%		4.57	%		1.80	%
		2015			1.00	%		1.00	%		17.45		17.45		19,011		331,712		-2.31	%		-2.31	%		1.91	%
		2014			1.00	%		1.00	%		17.86		17.86		15,807		282,347		3.30	%		3.30	%		2.49	%
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class
		2018			0.75	%		1.00	%		19.13		20.02		266,645		5,116,349		-8.22	%		-7.99	%		1.46	%
		2017			0.75	%		1.00	%		20.84		21.76		287,313		6,005,103		19.67	%		19.97	%		1.41	%
		2016			0.75	%		1.00	%		17.41		18.14		304,680		5,322,325		13.27	%		13.55	%		1.52	%
		2015			0.75	%		1.00	%		15.37		15.97		337,969		5,211,826		-2.98	%		-2.74	%		1.59	%
		2014			0.75	%		1.00	%		15.84		16.42		356,541		5,665,734		12.05	%		12.33	%		2.05	%
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class
		2018			1.00	%		1.00	%		9.48		9.48		8,976		85,104		-10.05	%		-10.05	%		1.42	%
		2017			0.75	%		1.00	%		10.54		10.64		8,261		87,079		20.20	%		20.50	%		1.57	%
		2016			0.75	%		1.00	%		8.77		8.77		5,483		48,081		1.40	%		1.40	%		1.73	%
		2015			1.00	%		1.00	%		8.65		8.65		3,433		29,685		-8.94	%		-8.94	%		1.59	%
		2014	6/26/14		1.00	%		1.00	%		9.50		9.50		2,528		24,004		-6.78	%		-6.78	%		2.35	%
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class
		2018			0.75	%		1.00	%		17.21		17.81		68,794		1,185,358		-5.40	%		-5.17	%		2.53	%
		2017			0.75	%		1.00	%		18.20		18.78		76,364		1,390,988		9.40	%		9.67	%		2.38	%
		2016			0.75	%		1.00	%		16.63		17.12		75,021		1,249,003		3.98	%		4.24	%		1.95	%
		2015			0.75	%		1.00	%		16.00		16.43		83,903		1,343,203		-2.97	%		-2.73	%		1.84	%
		2014			0.75	%		1.00	%		16.49		16.89		112,782		1,860,347		4.65	%		4.91	%		1.91	%
LVIP Global Growth Allocation Managed Risk Fund - Standard Class
		2018			0.75	%		1.00	%		15.98		16.53		239,271		3,829,517		-7.26	%		-7.03	%		2.38	%
		2017			0.75	%		1.00	%		17.23		17.78		256,663		4,428,996		14.48	%		14.77	%		2.29	%
		2016			0.75	%		1.00	%		15.05		15.49		271,306		4,088,600		3.71	%		3.97	%		1.66	%
		2015			0.75	%		1.00	%		14.51		14.90		319,676		4,644,203		-4.65	%		-4.41	%		1.86	%
		2014			0.75	%		1.00	%		15.22		15.59		360,047		5,484,539		2.44	%		2.70	%		1.93	%
LVIP Global Income Fund - Standard Class
		2018			0.75	%		1.00	%		12.31		12.61		27,351		336,765		0.89	%		1.14	%		3.91	%
		2017			0.75	%		1.00	%		12.20		12.47		20,528		250,523		4.00	%		4.26	%		0.00	%
		2016			0.75	%		1.00	%		11.73		11.96		27,092		318,100		-0.49	%		-0.25	%		0.00	%
		2015			0.75	%		1.00	%		11.79		11.79		29,623		349,496		-3.00	%		-3.00	%		3.24	%
		2014			1.00	%		1.00	%		12.16		12.16		25,356		308,252		0.93	%		0.93	%		0.66	%

L-24

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

3. Financial Highlights (continued)

Subaccount	Year		Commencement Date(1)	Minimum Fee Rate(2)			Maximum Fee Rate(2)			Minimum Unit Value(3)		Maximum Unit Value(3)		Units Outstanding		Net Assets		Minimum Total Return(4)			Maximum Total Return(4)			Investment Income Ratio(5)
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class
		2018			0.05	%		1.00	%	$	11.27	$	17.33		1,699,666	$	20,923,871		-6.37	%		-5.48	%		2.49	%
		2017			0.05	%		1.00	%		11.99		18.47		1,641,212		21,517,364		13.18	%		14.26	%		2.35	%
		2016			0.05	%		1.00	%		10.56		16.28		1,630,771		18,774,053		3.30	%		4.29	%		1.85	%
		2015			0.05	%		1.00	%		10.19		15.72		1,446,630		16,239,060		-4.34	%		-3.42	%		2.58	%
		2014			0.05	%		1.00	%		16.00		16.39		525,926		7,327,663		3.11	%		3.37	%		2.45	%
LVIP JPMorgan Retirement Income Fund - Standard Class
		2018			0.75	%		1.00	%		16.34		16.95		59,774		989,569		-5.48	%		-5.24	%		2.68	%
		2017			0.75	%		1.00	%		17.29		17.89		65,102		1,138,548		9.85	%		10.13	%		2.51	%
		2016			0.75	%		1.00	%		15.74		16.24		75,190		1,192,016		3.67	%		3.93	%		2.32	%
		2015			0.75	%		1.00	%		15.18		15.63		78,946		1,206,062		-1.93	%		-1.68	%		2.70	%
		2014			0.75	%		1.00	%		15.48		15.90		84,283		1,312,086		3.83	%		4.09	%		2.70	%
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class
		2018			0.75	%		1.00	%		10.37		10.49		26,312		273,006		-12.68	%		-12.47	%		1.41	%
		2017			0.75	%		1.00	%		11.88		11.99		22,623		268,820		13.55	%		13.84	%		1.24	%
		2016			0.75	%		1.00	%		10.46		10.53		17,667		184,878		8.92	%		9.18	%		0.47	%
		2015			0.75	%		1.00	%		9.61		9.61		26,076		250,511		-8.66	%		-8.66	%		0.83	%
		2014	5/30/14		1.00	%		1.00	%		10.52		10.52		15,561		163,647		4.79	%		4.79	%		1.15	%
LVIP Mondrian International Value Fund - Standard Class
		2018			0.75	%		1.00	%		18.33		19.01		148,817		2,751,295		-12.36	%		-12.14	%		3.12	%
		2017			0.75	%		1.00	%		20.91		21.63		149,295		3,143,240		20.13	%		20.43	%		3.28	%
		2016			0.75	%		1.00	%		17.41		17.96		162,608		2,847,099		2.98	%		3.23	%		2.64	%
		2015			0.75	%		1.00	%		16.90		17.40		188,498		3,200,059		-4.75	%		-4.51	%		2.83	%
		2014			0.75	%		1.00	%		17.75		18.22		206,128		3,671,267		-3.51	%		-3.27	%		3.81	%
LVIP SSGA Bond Index Fund - Standard Class
		2018			0.75	%		1.00	%		12.19		12.48		53,111		647,849		-1.31	%		-1.07	%		2.77	%
		2017			0.75	%		1.00	%		12.35		12.62		51,752		639,241		2.16	%		2.41	%		2.60	%
		2016			0.75	%		1.00	%		12.09		12.32		48,947		591,820		1.26	%		1.51	%		2.08	%
		2015			0.75	%		1.00	%		11.94		12.14		49,584		592,055		-0.75	%		-0.50	%		2.54	%
		2014			0.75	%		1.00	%		12.03		12.03		48,811		587,200		4.70	%		4.70	%		1.93	%
LVIP SSGA Emerging Markets 100 Fund - Standard Class
		2018			0.75	%		1.00	%		14.90		15.26		68,986		1,028,459		-13.18	%		-12.96	%		4.38	%
		2017			0.75	%		1.00	%		17.17		17.54		69,315		1,190,182		22.60	%		22.91	%		2.56	%
		2016			0.75	%		1.00	%		14.00		14.27		71,846		1,007,266		14.29	%		14.57	%		2.50	%
		2015			0.75	%		1.00	%		12.25		12.45		79,159		970,656		-17.87	%		-17.66	%		4.25	%
		2014			0.75	%		1.00	%		14.92		15.12		76,682		1,144,576		-4.33	%		-4.09	%		2.98	%
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class
		2018			0.75	%		1.00	%		13.93		14.41		98,464		1,373,932		-9.09	%		-8.86	%		2.85	%
		2017			0.75	%		1.00	%		15.33		15.82		101,941		1,564,389		13.67	%		13.96	%		4.03	%
		2016			0.75	%		1.00	%		13.48		13.88		115,459		1,558,913		4.57	%		4.84	%		1.78	%
		2015			0.75	%		1.00	%		12.89		13.24		125,993		1,626,464		-7.45	%		-7.22	%		2.95	%
		2014			0.75	%		1.00	%		13.93		14.27		136,392		1,901,995		2.94	%		3.20	%		2.23	%
LVIP SSGA International Index Fund - Standard Class
		2018			0.75	%		1.00	%		15.00		15.37		25,793		387,015		-14.56	%		-14.35	%		2.91	%
		2017			0.75	%		1.00	%		17.56		17.95		18,295		321,293		23.45	%		23.76	%		2.96	%
		2016			0.75	%		1.00	%		14.23		14.50		14,300		203,433		-0.01	%		0.24	%		2.81	%
		2015			0.75	%		1.00	%		14.23		14.47		14,173		201,693		-2.20	%		-1.96	%		2.56	%
		2014			0.75	%		1.00	%		14.55		14.76		12,430		180,858		-6.78	%		-6.51	%		2.92	%
LVIP SSGA International Managed Volatility Fund - Standard Class
		2018			0.75	%		1.00	%		10.85		10.90		8,200		88,978		-13.08	%		-12.90	%		2.79	%
		2017			0.75	%		1.00	%		12.48		12.52		5,147		64,257		23.03	%		23.30	%		2.50	%
		2016	12/9/16		0.75	%		1.00	%		10.15		10.15		3,998		40,571		-0.43	%		-0.42	%		1.00	%
LVIP SSGA S&P 500 Index Fund - Standard Class
		2018			0.75	%		1.00	%		19.83		20.16		4,971,046		98,721,226		-5.59	%		-5.36	%		1.79	%
		2017			0.75	%		1.00	%		21.00		21.30		5,374,033		113,020,936		20.37	%		20.67	%		1.85	%
		2016			0.75	%		1.00	%		17.45		17.65		5,938,000		103,721,849		10.65	%		10.92	%		1.85	%
		2015			0.75	%		1.00	%		15.77		15.91		6,410,542		101,174,438		0.17	%		0.42	%		1.84	%
		2014			0.75	%		1.00	%		15.74		15.85		7,132,300		112,348,626		12.30	%		12.58	%		1.87	%

L-25

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

3. Financial Highlights (continued)

Subaccount	Year		Commencement Date(1)	Minimum Fee Rate(2)			Maximum Fee Rate(2)			Minimum Unit Value(3)		Maximum Unit Value(3)		Units Outstanding		Net Assets		Minimum Total Return(4)			Maximum Total Return(4)			Investment Income Ratio(5)
LVIP SSGA Small-Cap Index Fund - Standard Class
		2018			0.75	%		1.00	%	$	17.28	$	17.57		1,321,514	$	22,865,294		-12.25	%		-12.03	%		0.94	%
		2017			0.75	%		1.00	%		19.69		19.97		1,431,731		28,226,020		13.07	%		13.35	%		0.98	%
		2016			0.75	%		1.00	%		17.42		17.62		1,593,485		27,777,094		19.48	%		19.78	%		1.28	%
		2015			0.75	%		1.00	%		14.58		14.71		1,762,892		25,715,728		-5.66	%		-5.43	%		0.89	%
		2014			0.75	%		1.00	%		15.45		15.55		1,980,246		30,614,796		3.63	%		3.89	%		0.82	%
LVIP T. Rowe Price 2010 Fund - Standard Class
		2018			1.00	%		1.00	%		13.42		13.42		33,497		449,622		-5.18	%		-5.18	%		2.16	%
		2017			1.00	%		1.00	%		14.16		14.16		33,070		468,127		8.55	%		8.55	%		1.77	%
		2016			1.00	%		1.00	%		13.04		13.04		34,374		448,270		3.40	%		3.40	%		1.71	%
		2015			1.00	%		1.00	%		12.61		12.61		44,587		562,353		-2.59	%		-2.59	%		1.93	%
		2014			0.75	%		1.00	%		12.95		13.20		42,849		554,795		3.74	%		4.00	%		1.79	%
LVIP T. Rowe Price 2020 Fund - Standard Class
		2018			0.75	%		1.00	%		12.97		13.35		102,578		1,333,424		-6.52	%		-6.28	%		1.70	%
		2017			0.75	%		1.00	%		13.88		14.25		131,500		1,827,841		10.91	%		11.19	%		1.76	%
		2016			0.75	%		1.00	%		12.51		12.82		159,040		1,992,170		3.41	%		3.67	%		1.60	%
		2015			0.75	%		1.00	%		12.10		12.36		204,519		2,476,908		-3.18	%		-2.94	%		1.91	%
		2014			0.75	%		1.00	%		12.50		12.74		180,840		2,261,930		3.35	%		3.61	%		1.86	%
LVIP T. Rowe Price 2030 Fund - Standard Class
		2018			0.75	%		1.00	%		12.55		12.92		334,961		4,206,456		-8.51	%		-8.28	%		1.82	%
		2017			0.75	%		1.00	%		13.72		14.09		360,838		4,951,009		12.34	%		12.62	%		1.95	%
		2016			0.75	%		1.00	%		12.21		12.51		374,363		4,573,267		2.68	%		2.94	%		1.86	%
		2015			0.75	%		1.00	%		11.89		12.15		354,950		4,222,544		-3.63	%		-3.39	%		1.77	%
		2014			0.75	%		1.00	%		12.34		12.58		360,949		4,455,329		3.12	%		3.38	%		2.22	%
LVIP T. Rowe Price 2040 Fund - Standard Class
		2018			0.75	%		1.00	%		11.81		12.16		150,928		1,784,326		-9.63	%		-9.40	%		1.77	%
		2017			0.75	%		1.00	%		13.07		13.42		136,361		1,781,962		13.49	%		13.79	%		1.99	%
		2016			0.75	%		1.00	%		11.51		11.79		147,627		1,699,884		2.78	%		3.04	%		1.83	%
		2015			0.75	%		1.00	%		11.20		11.45		143,308		1,605,682		-4.19	%		-3.95	%		1.69	%
		2014			0.75	%		1.00	%		11.69		11.92		148,817		1,740,247		2.45	%		2.71	%		2.29	%
LVIP T. Rowe Price 2050 Fund - Standard Class
		2018			1.00	%		1.00	%		12.02		12.02		91,484		1,099,460		-9.38	%		-9.38	%		1.91	%
		2017			1.00	%		1.00	%		13.26		13.26		72,662		963,677		15.94	%		15.94	%		2.23	%
		2016			1.00	%		1.00	%		11.44		11.44		55,235		631,833		3.38	%		3.38	%		2.06	%
		2015			1.00	%		1.00	%		11.07		11.07		38,835		429,730		-4.70	%		-4.70	%		2.00	%
		2014			1.00	%		1.00	%		11.61		11.61		26,779		310,945		1.92	%		1.92	%		2.68	%
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class
		2018			0.75	%		1.00	%		32.45		34.07		570,133		18,567,329		-4.04	%		-3.80	%		0.38	%
		2017			0.75	%		1.00	%		33.81		35.41		590,506		20,032,741		23.50	%		23.81	%		0.20	%
		2016			0.75	%		1.00	%		27.38		28.60		636,474		17,479,698		6.49	%		6.75	%		0.27	%
		2015			0.75	%		1.00	%		25.71		26.79		718,249		18,515,932		1.09	%		1.34	%		0.12	%
		2014			0.75	%		1.00	%		25.43		26.44		774,185		19,742,185		10.48	%		10.75	%		0.23	%
Neuberger Berman AMT Large Cap Value Portfolio - I Class
		2018			0.75	%		1.00	%		29.06		30.51		155,853		4,548,150		-2.02	%		-1.78	%		1.14	%
		2017			0.75	%		1.00	%		29.66		31.06		182,155		5,421,035		12.23	%		12.51	%		0.58	%
		2016			0.75	%		1.00	%		26.43		27.61		208,670		5,530,042		26.10	%		26.41	%		0.73	%
		2015			0.75	%		1.00	%		20.96		21.84		207,472		4,359,911		-12.68	%		-12.46	%		0.74	%
		2014			0.75	%		1.00	%		24.00		24.95		228,024		5,487,288		8.76	%		9.03	%		0.75	%
T. Rowe Price International Stock Portfolio
		2018			0.75	%		1.00	%		21.91		23.00		349,531		7,680,643		-15.06	%		-14.84	%		1.28	%
		2017			0.75	%		1.00	%		25.79		27.01		389,279		10,066,206		26.61	%		26.93	%		1.11	%
		2016			0.75	%		1.00	%		20.37		21.28		413,387		8,441,756		1.11	%		1.36	%		0.95	%
		2015			0.75	%		1.00	%		20.15		20.99		469,356		9,479,699		-1.89	%		-1.64	%		0.90	%
		2014			0.75	%		1.00	%		20.53		21.35		520,642		10,716,030		-2.22	%		-1.98	%		1.02	%

(1)  Reflects less than a full year of activity. Funds were first received in this option on the commencement date noted or the option was inactive at the date funds were received thereby a succeeding commencement date is disclosed.

L-26

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

3. Financial Highlights (continued)

(2)  These amounts represent the annualized minimum and maximum contract expenses of the separate account, consisting primarily of mortality and expense charges, for only those subaccounts which contain investments as of the respective year end. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying funds have been excluded.

(3)  As the unit value is presented as a range of minimum to maximum values for only those subaccounts which existed for the entire year, some individual contract unit values may not be within the ranges presented as a result of partial year activity.

(4)  These amounts represent the total return, including changes in value of mutual funds, and reflect deductions for all items included in the fee rate. The total return does not include contract charges deducted directly from policy account values. The total return is not annualized. As the total return is presented as a range of minimum to maximum values for only those subaccounts which existed for the entire year, some individual contract total returns may not be within the ranges presented as a result of partial year activity.

(5)  These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense guarantee charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying fund in which the subaccounts invest. Investment income ratios are not annualized.

Note: Fee rate, unit value and total return minimum and maximum are the same where there is only one active contract level charge for the subaccount.

4. Purchases and Sales of Investments

The aggregate cost of investments purchased and the aggregate proceeds from investments sold were as follows for 2018:

Subaccount	Aggregate Cost of Purchases		Aggregate Proceeds from Sales
AB VPS Global Thematic Growth Portfolio - Class B	$	346,944	$	679,507
AB VPS Growth Portfolio - Class B		670,919		242,196
American Century VP Balanced Fund - Class I		438,808		1,137,527
American Funds Global Growth Fund - Class 2		1,161,990		999,119
American Funds Growth Fund - Class 2		4,089,307		4,048,784
American Funds Growth-Income Fund - Class 2		2,408,175		1,423,946
American Funds International Fund - Class 2		1,222,026		1,469,709
BlackRock Global Allocation V.I. Fund - Class I		210,403		184,095
Delaware VIP® Diversified Income Series - Standard Class		510,534		531,673
Delaware VIP® High Yield Series - Standard Class		224,770		430,719
Delaware VIP® REIT Series - Service Class		664,832		1,810,175
Delaware VIP® Small Cap Value Series - Service Class		1,134,956		1,549,814
Delaware VIP® Smid Cap Core Series - Service Class		2,210,401		568,757
DWS Alternative Asset Allocation VIP Portfolio - Class A		33,183		11,874
Fidelity® VIP Asset Manager Portfolio - Initial Class		1,734,711		3,405,711
Fidelity® VIP Contrafund® Portfolio - Service Class 2		2,920,004		2,128,288
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2		76,741		22,844
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2		113,388		3,225
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2		183,699		1,102
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2		624,577		87,487
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2		112,816		7,907
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2		31,822		4,032
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2		90,771		15,270
Fidelity® VIP Government Money Market Portfolio - Initial Class		106,126		116,946
Fidelity® VIP Growth Portfolio - Initial Class		13,735,112		9,231,048
Janus Henderson Global Research Portfolio - Institutional Shares		175,066		860,926
LVIP Baron Growth Opportunities Fund - Service Class		1,392,879		1,535,006
LVIP BlackRock Inflation Protected Bond Fund - Standard Class		166,340		109,304
LVIP BlackRock Scientific Allocation Fund - Standard Class		95,662		13,160

L-27

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

4. Purchases and Sales of Investments (continued)

Subaccount	Aggregate Cost of Purchases		Aggregate Proceeds from Sales
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class	$	221,425	$	97,796
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class		94,324		58,113
LVIP Clarion Global Real Estate Fund - Standard Class		54,279		72,308
LVIP Delaware Bond Fund - Standard Class		302,437		624,501
LVIP Delaware Diversified Floating Rate Fund - Service Class		35,933		50,837
LVIP Delaware Social Awareness Fund - Standard Class		1,821,291		1,704,436
LVIP Delaware Wealth Builder Fund - Standard Class		143,522		16,832
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class		365,124		639,335
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class		25,443		17,166
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class		114,012		213,493
LVIP Global Growth Allocation Managed Risk Fund - Standard Class		210,637		448,392
LVIP Global Income Fund - Standard Class		130,813		38,642
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class		4,271,020		3,079,677
LVIP JPMorgan Retirement Income Fund - Standard Class		210,615		135,551
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class		72,567		28,734
LVIP Mondrian International Value Fund - Standard Class		315,690		229,174
LVIP SSGA Bond Index Fund - Standard Class		142,192		113,228
LVIP SSGA Emerging Markets 100 Fund - Standard Class		278,074		242,477
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class		99,307		122,421
LVIP SSGA International Index Fund - Standard Class		167,704		29,804
LVIP SSGA International Managed Volatility Fund - Standard Class		50,834		13,200
LVIP SSGA S&P 500 Index Fund - Standard Class		4,977,033		10,763,584
LVIP SSGA Small-Cap Index Fund - Standard Class		1,629,046		2,880,673
LVIP T. Rowe Price 2010 Fund - Standard Class		65,539		23,498
LVIP T. Rowe Price 2020 Fund - Standard Class		244,405		556,917
LVIP T. Rowe Price 2030 Fund - Standard Class		654,101		869,368
LVIP T. Rowe Price 2040 Fund - Standard Class		422,659		149,787
LVIP T. Rowe Price 2050 Fund - Standard Class		326,384		48,587
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class		2,258,753		1,498,544
Neuberger Berman AMT Large Cap Value Portfolio - I Class		656,937		898,892
T. Rowe Price International Stock Portfolio		1,162,768		1,249,122

5. Investments

The following is a summary of investments owned at December 31, 2018:

Subaccount	Shares Owned		Net Asset Value		Fair Value of Shares		Cost of Shares
AB VPS Global Thematic Growth Portfolio - Class B		61,940	$	26.33	$	1,630,893	$	1,239,794
AB VPS Growth Portfolio - Class B		65,452		30.78		2,014,620		1,805,587
American Century VP Balanced Fund - Class I		1,762,428		7.09		12,495,617		12,306,354
American Funds Global Growth Fund - Class 2		239,242		25.50		6,100,665		6,005,884
American Funds Growth Fund - Class 2		410,290		69.48		28,506,982		25,481,656
American Funds Growth-Income Fund - Class 2		312,935		44.90		14,050,802		13,468,388
American Funds International Fund - Class 2		464,827		17.60		8,180,953		8,568,343
BlackRock Global Allocation V.I. Fund - Class I		103,434		15.19		1,571,156		1,690,302
Delaware VIP® Diversified Income Series - Standard Class		426,338		9.99		4,259,113		4,404,416
Delaware VIP® High Yield Series - Standard Class		371,442		4.67		1,734,633		2,005,879
Delaware VIP® REIT Series - Service Class		674,624		11.82		7,974,061		8,836,520
Delaware VIP® Small Cap Value Series - Service Class		222,725		32.58		7,256,368		7,490,201
Delaware VIP® Smid Cap Core Series - Service Class		285,057		17.52		4,994,207		6,670,405
DWS Alternative Asset Allocation VIP Portfolio - Class A		16,357		12.10		197,923		219,037
Fidelity® VIP Asset Manager Portfolio - Initial Class		2,079,532		13.68		28,447,998		30,162,118
Fidelity® VIP Contrafund® Portfolio - Service Class 2		653,346		31.31		20,456,267		18,884,460
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2		3,991		12.50		49,891		52,711
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2		7,782		13.11		102,025		110,117
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2		12,864		12.91		166,072		182,609
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2		29,033		19.94		578,927		647,508
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2		5,328		18.84		100,382		111,188
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2		2,514		18.80		47,271		54,018

L-28

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

5. Investments (continued)

Subaccount	Shares Owned		Net Asset Value		Fair Value of Shares		Cost of Shares
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2		4,991	$	16.80	$	83,855	$	93,153
Fidelity® VIP Government Money Market Portfolio - Initial Class		37,262		1.00		37,262		37,262
Fidelity® VIP Growth Portfolio - Initial Class		1,250,281		63.12		78,917,749		56,894,835
Janus Henderson Global Research Portfolio - Institutional Shares		165,704		47.13		7,809,627		6,186,824
LVIP Baron Growth Opportunities Fund - Service Class		325,619		45.34		14,762,579		10,402,162
LVIP BlackRock Inflation Protected Bond Fund - Standard Class		76,209		9.71		739,916		810,697
LVIP BlackRock Scientific Allocation Fund - Standard Class		28,700		11.52		330,679		413,127
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class		40,930		32.69		1,338,009		959,818
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class		7,683		15.02		115,368		109,861
LVIP Clarion Global Real Estate Fund - Standard Class		46,752		8.46		395,337		417,905
LVIP Delaware Bond Fund - Standard Class		223,262		13.06		2,915,136		3,013,133
LVIP Delaware Diversified Floating Rate Fund - Service Class		18,356		9.83		180,361		185,991
LVIP Delaware Social Awareness Fund - Standard Class		410,660		33.40		13,716,445		14,655,041
LVIP Delaware Wealth Builder Fund - Standard Class		26,846		11.02		295,712		366,304
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class		179,454		28.53		5,120,534		5,518,375
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class		2,645		32.18		85,121		87,595
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class		90,511		13.10		1,185,421		1,147,745
LVIP Global Growth Allocation Managed Risk Fund - Standard Class		284,371		13.47		3,829,623		3,431,722
LVIP Global Income Fund - Standard Class		30,388		11.08		336,787		344,543
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class		1,510,336		13.85		20,918,149		21,152,132
LVIP JPMorgan Retirement Income Fund - Standard Class		87,026		11.37		989,481		1,225,188
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class		17,735		15.40		273,053		282,040
LVIP Mondrian International Value Fund - Standard Class		180,908		15.21		2,751,248		3,253,287
LVIP SSGA Bond Index Fund - Standard Class		59,543		10.88		647,888		677,244
LVIP SSGA Emerging Markets 100 Fund - Standard Class		124,044		8.29		1,028,203		1,226,310
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class		124,630		11.03		1,374,166		1,395,693
LVIP SSGA International Index Fund - Standard Class		46,537		8.30		386,445		424,849
LVIP SSGA International Managed Volatility Fund - Standard Class		10,399		8.56		88,964		93,675
LVIP SSGA S&P 500 Index Fund - Standard Class		5,842,276		16.90		98,722,774		75,017,815
LVIP SSGA Small-Cap Index Fund - Standard Class		850,824		26.88		22,870,146		20,711,161
LVIP T. Rowe Price 2010 Fund - Standard Class		43,083		10.44		449,702		474,372
LVIP T. Rowe Price 2020 Fund - Standard Class		127,505		10.46		1,333,449		1,409,109
LVIP T. Rowe Price 2030 Fund - Standard Class		402,716		10.45		4,207,170		4,317,289
LVIP T. Rowe Price 2040 Fund - Standard Class		181,695		9.85		1,789,874		1,901,623
LVIP T. Rowe Price 2050 Fund - Standard Class		113,284		9.71		1,099,424		1,163,449
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class		798,334		23.26		18,568,450		13,852,176
Neuberger Berman AMT Large Cap Value Portfolio - I Class		312,951		14.58		4,562,821		4,809,344
T. Rowe Price International Stock Portfolio		589,090		13.04		7,681,730		8,071,449

6. Changes in Units Outstanding

The change in units outstanding for the year ended December 31, 2018, is as follows:

Subaccount	Units Issued		Units Redeemed			Net Increase (Decrease)
AB VPS Global Thematic Growth Portfolio - Class B		46,431		(88,355	)		(41,924	)
AB VPS Growth Portfolio - Class B		23,050		(12,636	)		10,414
American Century VP Balanced Fund - Class I		4,773		(22,185	)		(17,412	)
American Funds Global Growth Fund - Class 2		21,074		(30,833	)		(9,759	)
American Funds Growth Fund - Class 2		35,045		(154,205	)		(119,160	)
American Funds Growth-Income Fund - Class 2		46,355		(49,177	)		(2,822	)
American Funds International Fund - Class 2		34,808		(75,165	)		(40,357	)
BlackRock Global Allocation V.I. Fund - Class I		8,464		(10,632	)		(2,168	)
Delaware VIP® Diversified Income Series - Standard Class		22,078		(28,532	)		(6,454	)
Delaware VIP® High Yield Series - Standard Class		5,977		(20,898	)		(14,921	)
Delaware VIP® REIT Series - Service Class		6,442		(44,375	)		(37,933	)
Delaware VIP® Small Cap Value Series - Service Class		14,205		(46,733	)		(32,528	)
Delaware VIP® Smid Cap Core Series - Service Class		16,140		(24,472	)		(8,332	)
DWS Alternative Asset Allocation VIP Portfolio - Class A		2,316		(876	)		1,440
Fidelity® VIP Asset Manager Portfolio - Initial Class		5,158		(66,060	)		(60,902	)
Fidelity® VIP Contrafund® Portfolio - Service Class 2		30,940		(69,529	)		(38,589	)

L-29

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

6. Changes in Units Outstanding (continued)

Subaccount	Units Issued		Units Redeemed			Net Increase (Decrease)
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2		7,540		(2,245	)		5,295
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2		11,093		(283	)		10,810
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2		17,865		(67	)		17,798
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2		60,202		(8,280	)		51,922
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2		11,081		(832	)		10,249
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2		2,989		(417	)		2,572
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2		8,899		(1,516	)		7,383
Fidelity® VIP Government Money Market Portfolio - Initial Class		5,675		(6,412	)		(737	)
Fidelity® VIP Growth Portfolio - Initial Class		13,651		(83,391	)		(69,740	)
Janus Henderson Global Research Portfolio - Institutional Shares		4,471		(33,176	)		(28,705	)
LVIP Baron Growth Opportunities Fund - Service Class		9,860		(19,616	)		(9,756	)
LVIP BlackRock Inflation Protected Bond Fund - Standard Class		14,253		(11,539	)		2,714
LVIP BlackRock Scientific Allocation Fund - Standard Class		1,477		(655	)		822
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class		6,401		(7,465	)		(1,064	)
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class		7,603		(4,569	)		3,034
LVIP Clarion Global Real Estate Fund - Standard Class		4,122		(6,865	)		(2,743	)
LVIP Delaware Bond Fund - Standard Class		13,665		(36,896	)		(23,231	)
LVIP Delaware Diversified Floating Rate Fund - Service Class		2,954		(5,037	)		(2,083	)
LVIP Delaware Social Awareness Fund - Standard Class		5,181		(46,149	)		(40,968	)
LVIP Delaware Wealth Builder Fund - Standard Class		4,249		(820	)		3,429
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class		7,877		(28,545	)		(20,668	)
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class		2,373		(1,658	)		715
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class		4,934		(12,504	)		(7,570	)
LVIP Global Growth Allocation Managed Risk Fund - Standard Class		8,099		(25,491	)		(17,392	)
LVIP Global Income Fund - Standard Class		9,947		(3,124	)		6,823
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class		302,339		(243,885	)		58,454
LVIP JPMorgan Retirement Income Fund - Standard Class		2,438		(7,766	)		(5,328	)
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class		6,143		(2,454	)		3,689
LVIP Mondrian International Value Fund - Standard Class		10,324		(10,802	)		(478	)
LVIP SSGA Bond Index Fund - Standard Class		10,661		(9,302	)		1,359
LVIP SSGA Emerging Markets 100 Fund - Standard Class		14,389		(14,718	)		(329	)
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class		4,401		(7,878	)		(3,477	)
LVIP SSGA International Index Fund - Standard Class		9,243		(1,745	)		7,498
LVIP SSGA International Managed Volatility Fund - Standard Class		4,133		(1,080	)		3,053
LVIP SSGA S&P 500 Index Fund - Standard Class		56,963		(459,950	)		(402,987	)
LVIP SSGA Small-Cap Index Fund - Standard Class		21,789		(132,006	)		(110,217	)
LVIP T. Rowe Price 2010 Fund - Standard Class		1,978		(1,551	)		427
LVIP T. Rowe Price 2020 Fund - Standard Class		11,326		(40,248	)		(28,922	)
LVIP T. Rowe Price 2030 Fund - Standard Class		37,404		(63,281	)		(25,877	)
LVIP T. Rowe Price 2040 Fund - Standard Class		26,162		(11,595	)		14,567
LVIP T. Rowe Price 2050 Fund - Standard Class		22,350		(3,528	)		18,822
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class		18,732		(39,105	)		(20,373	)
Neuberger Berman AMT Large Cap Value Portfolio - I Class		3,694		(29,996	)		(26,302	)
T. Rowe Price International Stock Portfolio		9,173		(48,921	)		(39,748	)

The change in units outstanding for the year ended December 31, 2017, is as follows:

Subaccount	Units Issued		Units Redeemed			Net Increase (Decrease)
AB VPS Global Thematic Growth Portfolio - Class B		27,275		(45,451	)		(18,176	)
AB VPS Growth Portfolio - Class B		10,121		(13,063	)		(2,942	)
American Century VP Balanced Fund - Class I		5,721		(33,125	)		(27,404	)
American Funds Global Growth Fund - Class 2		28,933		(26,459	)		2,474
American Funds Growth Fund - Class 2		48,667		(139,498	)		(90,831	)
American Funds Growth-Income Fund - Class 2		40,723		(61,822	)		(21,099	)
American Funds International Fund - Class 2		26,028		(86,005	)		(59,977	)
BlackRock Global Allocation V.I. Fund - Class I		17,407		(10,420	)		6,987
Delaware VIP® Diversified Income Series - Standard Class		15,869		(36,982	)		(21,113	)
Delaware VIP® High Yield Series - Standard Class		16,371		(24,268	)		(7,897	)
Delaware VIP® REIT Series - Service Class		7,080		(61,251	)		(54,171	)
Delaware VIP® Small Cap Value Series - Service Class		20,484		(48,041	)		(27,557	)
Delaware VIP® Smid Cap Core Series - Service Class		17,311		(28,661	)		(11,350	)

L-30

Lincoln National Variable Annuity Account L

Notes to financial statements (continued)

6. Changes in Units Outstanding (continued)

Subaccount	Units Issued		Units Redeemed			Net Increase (Decrease)
DWS Alternative Asset Allocation VIP Portfolio - Class A		2,175		(5,416	)		(3,241	)
Fidelity® VIP Asset Manager Portfolio - Initial Class		6,390		(62,252	)		(55,862	)
Fidelity® VIP Contrafund® Portfolio - Service Class 2		29,613		(106,796	)		(77,183	)
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2		10,767		—			10,767
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2		684		—			684
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2		2,584		—			2,584
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2		1,887		(127	)		1,760
Fidelity® VIP Government Money Market Portfolio - Initial Class		5,427		(6,459	)		(1,032	)
Fidelity® VIP Growth Portfolio - Initial Class		16,171		(85,150	)		(68,979	)
Janus Henderson Global Research Portfolio - Institutional Shares		17,438		(60,839	)		(43,401	)
LVIP Baron Growth Opportunities Fund - Service Class		7,630		(24,277	)		(16,647	)
LVIP BlackRock Inflation Protected Bond Fund - Standard Class		11,531		(16,131	)		(4,600	)
LVIP BlackRock Scientific Allocation Fund - Standard Class		4,234		(4,542	)		(308	)
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class		4,130		(16,957	)		(12,827	)
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class		7,357		(2,981	)		4,376
LVIP Clarion Global Real Estate Fund - Standard Class		31,109		(59,349	)		(28,240	)
LVIP Delaware Bond Fund - Standard Class		17,042		(56,399	)		(39,357	)
LVIP Delaware Diversified Floating Rate Fund - Service Class		4,274		(4,539	)		(265	)
LVIP Delaware Social Awareness Fund - Standard Class		9,072		(51,632	)		(42,560	)
LVIP Delaware Wealth Builder Fund - Standard Class		4,362		(14,570	)		(10,208	)
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class		14,860		(32,227	)		(17,367	)
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class		3,273		(495	)		2,778
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class		6,339		(4,996	)		1,343
LVIP Global Growth Allocation Managed Risk Fund - Standard Class		9,394		(24,037	)		(14,643	)
LVIP Global Income Fund - Standard Class		4,137		(10,701	)		(6,564	)
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class		215,152		(204,711	)		10,441
LVIP JPMorgan Retirement Income Fund - Standard Class		11,025		(21,113	)		(10,088	)
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class		5,222		(266	)		4,956
LVIP Mondrian International Value Fund - Standard Class		5,792		(19,105	)		(13,313	)
LVIP SSGA Bond Index Fund - Standard Class		12,569		(9,764	)		2,805
LVIP SSGA Emerging Markets 100 Fund - Standard Class		13,685		(16,216	)		(2,531	)
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class		6,433		(19,951	)		(13,518	)
LVIP SSGA International Index Fund - Standard Class		6,699		(2,704	)		3,995
LVIP SSGA International Managed Volatility Fund - Standard Class		1,874		(725	)		1,149
LVIP SSGA S&P 500 Index Fund - Standard Class		55,679		(619,646	)		(563,967	)
LVIP SSGA Small-Cap Index Fund - Standard Class		14,974		(176,728	)		(161,754	)
LVIP T. Rowe Price 2010 Fund - Standard Class		3,827		(5,131	)		(1,304	)
LVIP T. Rowe Price 2020 Fund - Standard Class		15,637		(43,177	)		(27,540	)
LVIP T. Rowe Price 2030 Fund - Standard Class		34,404		(47,929	)		(13,525	)
LVIP T. Rowe Price 2040 Fund - Standard Class		21,773		(33,039	)		(11,266	)
LVIP T. Rowe Price 2050 Fund - Standard Class		24,170		(6,743	)		17,427
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class		10,893		(56,861	)		(45,968	)
Neuberger Berman AMT Large Cap Value Portfolio - I Class		7,883		(34,398	)		(26,515	)
T. Rowe Price International Stock Portfolio		17,822		(41,930	)		(24,108	)

7. Subsequent Events

Management evaluated subsequent events through the date these financial statements were issued and determined there were no additional matters to be disclosed.

L-31

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of The Lincoln National Life Insurance Company
and

Contract Owners of Lincoln National Variable Annuity Account L

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of each of the subaccounts listed in the Appendix that comprise Lincoln National Variable Annuity Account L ("Variable Account"), as of December 31, 2018, the related statements of operations and the statements of changes in net assets for each of the periods indicated in the Appendix, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each subaccount as of December 31, 2018, the results of its operations and changes in its net assets for each of the periods indicated in the Appendix, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Variable Account's management. Our responsibility is to express an opinion on each of the subaccounts' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Variable Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2018, by correspondence with the fund companies or their transfer agents, as applicable. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Ernst & Young

We have served as the Variable Account's Auditor since 1996.
Philadelphia, Pennsylvania
April 24, 2019

L-32

Subaccount	Statements of Assets and Liabilities	Statements of Operations	Statements of Changes in Net Assets
AB VPS Global Thematic Growth Portfolio - Class B	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
AB VPS Growth Portfolio - Class B	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
American Century VP Balanced Fund - Class I	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
American Funds Global Growth Fund - Class 2	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
American Funds Growth Fund - Class 2	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
American Funds Growth-Income Fund - Class 2	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
American Funds International Fund - Class 2	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
BlackRock Global Allocation V.I. Fund - Class I	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Delaware VIP® Diversified Income Series - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Delaware VIP® High Yield Series - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Delaware VIP® REIT Series - Service Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Delaware VIP® Small Cap Value Series - Service Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Delaware VIP® Smid Cap Core Series - Service Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
DWS Alternative Asset Allocation VIP Portfolio - Class A	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Fidelity® VIP Asset Manager Portfolio - Initial Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Fidelity® VIP Contrafund® Portfolio - Service Class 2	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Fidelity® VIP Freedom 2020 Portfolio(SM) - Service Class 2	As of December 31, 2018	For the period from January 16, 2018 (commencement of operations) through December 31, 2018	For the period from January 16, 2018 (commencement of operations) through December 31, 2018
Fidelity® VIP Freedom 2025 Portfolio(SM) - Service Class 2	As of December 31, 2018	For the period from January 11, 2018 (commencement of operations) through December 31, 2018	For the period from January 11, 2018 (commencement of operations) through December 31, 2018
Fidelity® VIP Freedom 2030 Portfolio(SM) - Service Class 2	As of December 31, 2018	For the period from March 6, 2018 (commencement of operations) through December 31, 2018	For the period from March 6, 2018 (commencement of operations) through December 31, 2018
Fidelity® VIP Freedom 2035 Portfolio(SM) - Service Class 2	As of December 31, 2018	For the year ended December 31, 2018	For the year ended December 31, 2018 and the period from December 13, 2017 (commencement of operations) through December 31, 2017
Fidelity® VIP Freedom 2040 Portfolio(SM) - Service Class 2	As of December 31, 2018	For the year ended December 31, 2018	For the year ended December 31, 2018 and the period from December 11, 2017 (commencement of operations) through December 31, 2017

L-33

Subaccount	Statements of Assets and Liabilities	Statements of Operations	Statements of Changes in Net Assets
Fidelity® VIP Freedom 2045 Portfolio(SM) - Service Class 2	As of December 31, 2018	For the year ended December 31, 2018	For the year ended December 31, 2018 and the period from December 12, 2017 (commencement of operations) through December 31, 2017
Fidelity® VIP Freedom 2050 Portfolio(SM) - Service Class 2	As of December 31, 2018	For the year ended December 31, 2018	For the year ended December 31, 2018 and the period from December 5, 2017 (commencement of operations) through December 31, 2017
Fidelity® VIP Government Money Market Portfolio - Initial Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Fidelity® VIP Growth Portfolio - Initial Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Janus Henderson Global Research Portfolio - Institutional Shares	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Baron Growth Opportunities Fund - Service Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP BlackRock Inflation Protected Bond Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP BlackRock Scientific Allocation Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Blended Large Cap Growth Managed Volatility Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Blended Mid Cap Managed Volatility Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Clarion Global Real Estate Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Delaware Bond Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Delaware Diversified Floating Rate Fund - Service Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Delaware Social Awareness Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Delaware Wealth Builder Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Global Conservative Allocation Managed Risk Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Global Growth Allocation Managed Risk Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Global Income Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP JPMorgan Retirement Income Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018

L-34

Subaccount	Statements of Assets and Liabilities	Statements of Operations	Statements of Changes in Net Assets
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP Mondrian International Value Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP SSGA Bond Index Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP SSGA Emerging Markets 100 Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP SSGA International Index Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP SSGA International Managed Volatility Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP SSGA S&P 500 Index Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP SSGA Small-Cap Index Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP T. Rowe Price 2010 Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP T. Rowe Price 2020 Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP T. Rowe Price 2030 Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP T. Rowe Price 2040 Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP T. Rowe Price 2050 Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
Neuberger Berman AMT Large Cap Value Portfolio - I Class	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018
T. Rowe Price International Stock Portfolio	As of December 31, 2018	For the year ended December 31, 2018	For each of the two years in the period ended December 31, 2018

L-35

Lincoln National Variable Annuity Account L

PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) List of Financial Statements

1. Part A

The Table of Condensed Financial Information is included in Part A of this Registration Statement.

2. Part B

The following financial statements for the Variable Account are included in Part B of this Registration Statement:

Statement of Assets and Liabilities - December 31, 2018

Statement of Operations - Year ended December 31, 2018

Statements of Changes in Net Assets - Years ended December 31, 2018 and 2017

Notes to Financial Statements - December 31, 2018

Report of Independent Registered Public Accounting Firm

3. Part B

The following consolidated financial statements for The Lincoln National Life Insurance Company are included in Part B of this Registration Statement:

Consolidated Balance Sheets - Years ended December 31, 2018 and 2017

Consolidated Statements of Comprehensive Income (Loss) - Years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Stockholder’s Equity - Years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Cash Flows - Years ended December 31, 2018, 2017 and 2016

Notes to Consolidated Financial Statements - December 31, 2018

Report of Independent Registered Public Accounting Firm

(b) List of Exhibits

(1) Resolution of Board of Directors and Memorandum from the President of The Lincoln National Life Insurance Company authorizing establishment of the Variable Account are incorporated herein by reference to Post-Effective Amendment No. 15 (File No. 033-25990) filed on April 22, 1999.

(2) Not Applicable

(3)(a) Form of Broker-Dealer Selling Agreement among The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York and Lincoln Financial Distributors, Inc. incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-222786) filed on January 30, 2018.

(b) Amended and Restated Principal Underwriting Agreement dated May 1, 2007 between The Lincoln National Life Insurance Company and Lincoln Financial Distributors, Inc. incorporated herein by reference to Post-Effective Amendment No. 24 (File No. 333-61554) filed on December 18, 2007.

(4) Variable Annuity Contract (AN-701) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-187072) filed on May 28, 2013.

(5) Application (EM12812-MF12) incorporated herein by reference Registration Statement on Form N-4 filed on October 15, 2012.

(6)(a) Articles of Incorporation of The Lincoln National Life Insurance Company incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-04999) filed on September 24, 1996.

(b) By-Laws of The Lincoln National Life Insurance Company incorporated herein by reference to Post-Effective Amendment No. 3 on Form N-6 (File No. 333-118478) filed on April 5, 2007.

(7) Automatic Indemnity Reinsurance Agreement Amended and Restated as of October 1, 2009 between The Lincoln National Life Insurance Company and Lincoln National Reinsurance Company (Barbados) Limited incorporated herein by reference to Post-Effective Amendment No. 43 (File No. 033-26032) filed on April 7, 2010.

(8)(a) Accounting and Financial Administration Services Agreement dated January 1, 2019 among State Street Bank and Trust Company, The Lincoln National Life Insurance Company and Lincoln Life & Annuity Company of New York is incorporated herein by reference to Post-Effective Amendment No. 36 on Form N-6 (File No. 333-125790) filed on April 12, 2019.

(b) Fund Participation Agreement between The Lincoln National Life Insurance Company and Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 24 on Form N-6 (File No. 333-146507) filed on April 1, 2016.

(c) Rule 22c-2 Agreement between The Lincoln National Life Insurance Company and Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

(9) Opinion and Consent of Mary Jo Ardington, Associate General Counsel of The Lincoln National Life Insurance Company as to the legality of securities being issued incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-187072) filed on May 28, 2013.

(10)(a) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm filed herein.

(b) Power of Attorney - Principal Officers and Directors of The Lincoln National Life Insurance Company filed herein.

(11) Not Applicable

(12) Not Applicable

(13) Organizational Chart of The Lincoln National Insurance Holding Company System incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-222786) filed on May 14, 2018.

Item 25. Directors and Officers of the Depositor

The following list contains the officers and directors of The Lincoln National Life Insurance Company who are engaged directly or indirectly in activities relating to Lincoln National Variable Annuity Account L as well as the contracts. The list also shows The Lincoln National Life Insurance Company's executive officers.

Name	Positions and Offices with Depositor
Ellen G. Cooper*	Executive Vice President, Chief Investment Officer, and Director
Jeffrey D. Coutts*	Senior Vice President and Treasurer
Randal J. Freitag*	Executive Vice President, Chief Financial Officer, and Director
Wilford H. Fuller*	Executive Vice President and Director
Dennis R. Glass*	President and Director
Stephen B. Harris*	Senior Vice President and Chief Ethics and Compliance Officer
Christine Janofsky*	Senior Vice President, Chief Accounting Officer, and Controller
Leon E. Roday*	Executive Vice President, General Counsel and Director
Keith J. Ryan**	Vice President and Director
Nancy A. Smith*	Senior Vice President and Secretary
Joseph D. Spada***	Vice President and Chief Compliance Officer for Separate Accounts

*Principal business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087

**Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana 46802

***Principal business address is 350 Church Street, Hartford, Connecticut 06096

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

See Exhibit 13 above: Lincoln National Corporation Organizational Chart.

Item 27. Number of Contractowners

As of February 28, 2019 there were 37,591 participants in group contracts under Account L.

Item 28. Indemnification

a) Brief description of indemnification provisions.

In general, Article VII of the By-Laws of The Lincoln National Life Insurance Company provides that Lincoln Life will indemnify certain persons against expenses, judgments and certain other specified costs incurred by any such person if he/she is made a party or is threatened to be made a party to a suit or proceeding because he/she was a director, officer,

B-2

or employee of Lincoln Life, as long as he/she acted in good faith and in a manner he/she reasonably believed to be in the best interests of, or act opposed to the best interests of, Lincoln Life. Certain additional conditions apply to indemnification in criminal proceedings.

In particular, separate conditions govern indemnification of directors, officers, and employees of Lincoln Life in connection with suits by, or in the right of, Lincoln Life.

Please refer to Article VII of the By-Laws of Lincoln Life (Exhibit no. 6(b) hereto) for the full text of the indemnification provisions. Indemnification is permitted by, and is subject to the requirements of, Indiana law.

b) Undertaking pursuant to Rule 484 of Regulation C under the Securities Act of 1933:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 28(a) above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriter

(a) Lincoln Financial Distributors, Inc. (“LFD”) currently serves as Principal Underwriter for: Lincoln National Variable Annuity Account C; Lincoln National Flexible Premium Variable Life Account D; Lincoln National Variable Annuity Account E; Lincoln National Flexible Premium Variable Life Account F; Lincoln National Flexible Premium Variable Life Account G; Lincoln National Variable Annuity Account H; Lincoln Life & Annuity Variable Annuity Account H; Lincoln Life Flexible Premium Variable Life Account J; Lincoln Life Flexible Premium Variable Life Account K; Lincoln National Variable Annuity Account L; Lincoln Life & Annuity Variable Annuity Account L; Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life & Annuity Flexible Premium Variable Life Account M; Lincoln Life Variable Annuity Account N; Lincoln New York Account N for Variable Annuities; Lincoln Life Variable Annuity Account Q; Lincoln Life Flexible Premium Variable Life Account R; LLANY Separate Account R for Flexible Premium Variable Life Insurance; Lincoln Life Flexible Premium Variable Life Account S; LLANY Separate Account S for Flexible Premium Variable Life Insurance; Lincoln Life Variable Annuity Account T; Lincoln Life Variable Annuity Account W; and Lincoln Life Flexible Premium Variable Life Account Y and Lincoln Life & Annuity Flexible Premium Variable Life Account Y; Lincoln Life Variable Annuity Account JF-H; Lincoln Life Variable Annuity Account JF-I; Lincoln Life Flexible Premium Variable Life Account JF-A; Lincoln Life Flexible Premium Variable Life Account JF-C; Lincoln Life Variable Annuity Account JL-A; Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B; Lincoln Variable Insurance Products Trust; Lincoln Advisors Trust.

(b) Officers and Directors of Lincoln Financial Distributors, Inc.:

Name	Positions and Offices with Underwriter
Andrew J. Bucklee*	Senior Vice President and Director
Patrick J. Caulfield**	Vice President, Chief Compliance Officer and Senior Counsel
Jeffrey D. Coutts*	Senior Vice President and Treasurer
Wilford H. Fuller*	President, Chief Executive Officer and Director
John C. Kennedy*	Senior Vice President, Head of Retirement Solutions Distribution, and Director
Thomas P. O'Neill*	Senior Vice President and Chief Operating Officer
Christopher P. Potochar*	Senior Vice President and Director, Head of Finance and Strategy
Nancy A. Smith*	Senior Vice President and Secretary

*Principal Business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087

**Principal Business address is 350 Church Street, Hartford, CT 06103

(c) N/A

B-3

Item 30. Location of Accounts and Records

All accounts, books, and other documents, except accounting records, required to be maintained by Section 31a of the 1940 Act and the Rules promulgated thereunder are maintained by The Lincoln National Life Insurance Company, 1300 South Clinton Street, Fort Wayne, Indiana 46802. The accounting records are maintained by State Street Bank and Trust Company, 801 Pennsylvania Avenue, Kansas City, MO 64105.

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.

(b) Registrant undertakes that it will include either (1) as part of any application to purchase a Certificate or an Individual Contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or a similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request to Lincoln Life at the address or phone number listed in the Prospectus.

(d) The Lincoln National Life Insurance Company hereby represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by The Lincoln National Life Insurance Company.

SIGNATURES

a) As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 8 to the Registration Statement to be signed on its behalf, in the City of Fort Wayne, and State of Indiana on this 24th day of April, 2019.

Lincoln National Variable Annuity Account L (Registrant) Lincoln Secured Retirement IncomeSM Version 3
By:	/s/ John D. Weber John D. Weber Vice President, The Lincoln National Life Insurance Company (Title)
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (Depositor)
By:	/s/ Ralph R. Ferraro Ralph R. Ferraro (Signature-Officer of Depositor) Senior Vice President, The Lincoln National Life Insurance Company (Title)

(b) As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in their capacities indicated on April 24, 2019.

B-4

Signature	Title
* Dennis R. Glass	President and Director (Principal Executive Officer)
* Ellen Cooper	Executive Vice President, Chief Investment Officer and Director
* Randal J. Freitag	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
* Wilford H. Fuller	Executive Vice President and Director
* Keith J. Ryan	Vice President and Director
*By: /s/ John D. Weber John D. Weber	Pursuant to a Power of Attorney

B-5

EX-99.B(10)(A)

Exhibit (10)(a)

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in Post-Effective Amendment No. 8 to the 1933 Act Registration Statement (Form N-4 No. 333-187070) and Amendment No. 106 to the 1940 Act Registration Statement (Form N-4 No. 811-07645), and to the use therein of our reports dated (a) March 13, 2019, with respect to the consolidated financial statements of The Lincoln National Life Insurance Company and (b) April 24, 2019, with respect to the financial statements of Lincoln National Variable Annuity Account L for the registration of interests in a separate account under group flexible payment deferred variable annuity contracts.

Philadelphia, Pennsylvania

April 24, 2019

EX-99.B(10)(B)

POWER OF ATTORNEY

We, the undersigned directors and/or officers of The Lincoln National Life Insurance Company, hereby constitute and appoint Delson R. Campbell, Scott C. Durocher, Kimberly A. Genovese, Daniel P. Herr, Donald E. Keller, Brian A. Kroll, Michelle Grindle,  Jeffrey L. Smith, Jassmin McIver-Jones and John D. Weber,  individually, our true and lawful attorneys-in-fact, with full power to each of them to sign for us, in our names and in the capacities indicated below, any Registration Statements and any and all amendments to Registration Statements; including exhibits, or other documents filed on Forms N-6, N-4 or S-3 or any successors or amendments to these Forms, filed with the Securities and Exchange Commission, under the Securities Act of 1933 and/or Securities Act of 1940, on behalf of the Company in its own name or in the name of one of its Separate Accounts, hereby ratifying and confirming our signatures as they may be signed by any of our attorneys-in-fact to any such amendments to said Registration Statements as follows:

Variable Life Insurance Separate Accounts:

Account	Product name
Lincoln Life Flexible Premium Variable Life Account D (811-04592)	Variable Universal Life Leadership Series
Lincoln Life Flexible Premium Variable Life Account F (811-05164)	American Legacy Life American Legacy Estate Builder
Lincoln Life Flexible Premium Variable Life Account G (811-05585)	VUL-III
Lincoln Life Flexible Premium Variable Life Account J (811-08410)	American Legacy Variable Life
Lincoln Life Flexible Premium Variable Life Account K (811-08412)	Multi Fund Variable Life
Lincoln Life Flexible Premium Variable Life Account M (811-08557)	VULdb / VULdb ES VULdb-II ES VUL-I / VULcv VULcv-II / VULcvII ES / VUL Flex VULcv-III ES MoneyGuard VUL VULone ES / VULone 2005 ES Momentum VULone / Momentum VULone 2005 VULcv-IV ES VULdb-IV ES Momentum VULone 2007 VULone 2007 AssetEdge VUL AssetEdge VUL2015/AssetEdge Exec VUL 2015 VULone2012 VULone2014 InReach VULone2014 VULone2019 AssetEdge VUL2019/AssetEdge Exec VUL 2019 AssetEdge VUL2019-2/AssetEdge Exec VUL 2019-2
Lincoln Life Flexible Premium Variable Life Account R (811-08579)	SVUL / SVUL-I SVUL-II / SVUL-II ES SVUL-III ES SVUL-IV ES / PreservationEdge SVUL SVULone ES Momentum SVULone SVULone 2007 ES Momentum SVULone 2007 SVULone2013

Lincoln Life Flexible Premium Variable Life Account S (811-09241)	CVUL / CVUL Series III / CVUL Series III ES LCV4 ES LCV5 ES / LCC VUL
Lincoln Life Flexible Premium Variable Life Account Y (811-21028)	American Legacy VULcv-III American Legacy VULdb-II American Legacy SVUL-II American Legacy SVUL-III American Legacy VULcv-IV American Legacy VULdb-IV American Legacy SVUL-IV/PreservationEdge SVUL American Legacy AssetEdge

Variable Annuity Separate Accounts:

Account	Product name
Lincoln National Variable Annuity Account C (811-03214)	Multi-Fund Multi-Fund Select Multi-Fund 5 Retirement Annuity
Lincoln National Variable Annuity Account E (811-04882)	The American Legacy
Lincoln National Variable Annuity Account H (811-05721)	American Legacy II American Legacy III American Legacy III B Class American Legacy III C Share American Legacy III Plus American Legacy III View American Legacy Design American Legacy Signature American Legacy Fusion American Legacy Series American Legacy Advisory Shareholder’s Advantage Shareholder’s Advantage A Class Shareholder’s Advantage purchased on and after May 21, 2019
Lincoln National Variable Annuity Account L (811-07645)	Group Variable Annuity Secured Retirement Income Version 1 Secured Retirement Income Version 2 Secured Retirement Income Version 3 Secured Retirement Income Version 4 Retirement Income Rollover Version 1 Retirement Income Rollover Version 2 Retirement Income Rollover Version 3 Retirement Income Rollover Version 4
Lincoln Life Variable Annuity Account N (81108517)	ChoicePlus Assurance (A Share) ChoicePlus Assurance (A Class) ChoicePlus Assurance (B Share) ChoicePlus Assurance (B Class) ChoicePlus Assurance (C Share) ChoicePlus Assurance (L Share) ChoicePlus Assurance (Bonus) Choice Plus Choice Plus II ChoicePlus Access ChoicePlus II Access ChoicePlus Bonus ChoicePlus II Bonus

Lincoln Life Variable Annuity Account N (81108517) Continued	ChoicePlus II Advance ChoicePlus Design ChoicePlus Signature ChoicePlus Rollover ChoicePlus Fusion ChoicePlus Series ChoicePlus Prime ChoicePlus Advisory InvestmentSolutions InvestmentSolutions RIA Lincoln Investor Advantage Lincoln Invester Advantage 2018 Lincoln Investor Advantage Fee-Based Lincoln Investor Advantage RIA Lincoln Investor Advantage Advisory Lincoln Investor Advantage RIA Class Lincoln Level Advantage B Share Indexed Variable Annuity Lincoln Level Advantage Advisory Indexed Variable Annuity Lincoln Level Advantage B Class Indexed Variable Annuity Lincoln Level Advantage Advisory Class Indexed Variable Annuity Core Income
Lincoln Life Variable Annuity Account Q (811-08569)	Multi-Fund Group
Lincoln Life S-3 Filing	Lincoln Level Advantage B Share Indexed Variable Annuity Lincoln Level Advantage Advisory Indexed Variable Annuity Lincoln Level Advantage B Class Indexed Variable Annuity Lincoln Level Advantage Advisory Class Indexed Variable Annuity

Except as otherwise specifically provided herein, the power-of-attorney granted herein shall not in any manner revoke in whole or in part any power-of-attorney that each person whose signature appears below has previously executed.  This power-of-attorney shall not be revoked by any subsequent power-of-attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this power-of-attorney or specifically states that the instrument is intended to revoke all prior general powers-of-attorney or all prior powers-of-attorney.

This Power-of-Attorney may be executed in separate counterparts each of which when executed and delivered shall be an original; but all such counterparts shall together constitute one and the same instrument.  Each counterpart may consist of a number of copies, each signed by less than all, but together signed by all, of the undersigned.

Signature	Title
/s/ Dennis R. Glass*	President, Chairman and Director
Dennis R. Glass
/s/ Ellen Cooper*	Executive Vice President, Chief Investment Officer and Director
Ellen Cooper

/s/ Randal J. Freitag*	Executive Vice President; Chief Financial Officer and Director
Randal J. Freitag
/s/ Leon E. Roday*	Executive Vice President, General Counsel and Director
Leon E. Roday
/s/Wilford H. Fuller*	Executive Vice President and Director
Wilford H. Fuller
/s/Keith J. Ryan*	Vice President and Director
Keith J. Ryan

We, Delson R. Campbell, Scott C. Durocher, Kimberly A. Genovese, Daniel P. Herr, Donald E. Keller, Brian A. Kroll, Michelle Grindle, Jeffrey L. Smith, Jassmin McIver-Jones and John D. Weber, have read the foregoing Power of Attorney.  We are the person(s) identified therein as agent(s) for the principal named therein.  We acknowledge our legal responsibilities.

/s/Delson R. Campbell	/s/ Scott C. Durocher
Delson R. Campbell	Scott C. Durocher
/s/ Kimberly A. Genovese	/s/ Daniel P. Herr
Kimberly A. Genovese	Daniel P. Herr
/s/Donald E. Keller	/s/Brian A. Kroll
Donald E. Keller	Brian A. Kroll
/s/Michelle Grindle	/s/Jeffrey L. Smith
Michelle Grindle	Jeffrey L. Smith
/s/John D. Weber	/s/Jassmin McIver-Jones
John D. Weber	Jassmin McIver-Jones

Version dated: March 2019