8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

                   October 28, 2009                

Date of Report (Date of earliest event reported)

                  Lincoln National Corporation              

(Exact name of registrant as specified in its charter)

Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150 N. Radnor Chester Road, Radnor, PA 19087

(Address of principal executive offices)  (Zip Code)

(484) 583-1400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On October 28, 2009, the registrant issued a press release announcing its financial results for the quarter ended September 30, 2009, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference. The registrant’s statistical supplement for the quarter ended September 30, 2009, is attached as Exhibit 99.2 and is incorporated herein by reference, and a general account supplement as of September 30, 2009, is attached as Exhibit 99.3 and is incorporated herein by reference.

The information, including exhibits attached hereto, furnished under this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01.  Financial Statements and Exhibits

(c)   Exhibits.

The following exhibits are being furnished with this Form 8-K.

Exhibit Number	Description
99.1	Press release dated October 28, 2009, announcing Lincoln National Corporation’s financial results for the quarter ended September 30, 2009.
99.2	Lincoln National Corporation Statistical Supplement for the Quarter Ended September 30, 2009.
99.3	Lincoln National Corporation General Account Supplement as of September 30, 2009.

SIGNATURES

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

LINCOLN NATIONAL CORPORATION

By            /s/ Douglas N. Miller

Name:  Douglas N. Miller

Title:    Vice President and

             Chief Accounting Officer

Date:  October 28, 2009

EX-99.2

Lincoln Financial Group
Table of Contents
Third Quarter 2009
Lincoln Financial Group Analyst Coverage	i
Notes	ii-iii
Financial Highlights	1 - 3
Consolidated Operating Expense Detail	4
Selected Financial Results Summary	5
Details Underlying Realized Loss, After-DAC	6
Consolidated Statements of Income	7
Consolidated Roll Forwards of DAC, VOBA, DFEL and DSI	8
Consolidating Statements of Income from Operations - Current Year - Quarter	9
Consolidating Statements of Income from Operations - Prior Year - Quarter	10
Consolidating Statements of Income from Operations - Current Year - Year-to-Date	11
Consolidating Statements of Income from Operations - Prior Year - Year-to-Date	12
Consolidated Balance Sheets and Selected Share Data	13
Balance Sheet Data - Segment Highlights	14
Retirement Solutions
Annuities:
Income Statements and Operational Data	15
DAC, VOBA, DFEL and DSI Roll Forwards	16
Account Value Roll Forwards and Information	17
Account Value Information	18
Interest Rate Spread Information, GLB Expense Assessments, GLB Attributed Fee
and GLB Account Values by Type	19
Defined Contribution:
Income Statements, Operational Data and DAC, VOBA and DSI Roll Forwards	20
Account Value Roll Forwards and Information	21
Account Value Roll Forwards by Product	22
Account Value and Interest Rate Spread Information	23
Insurance Solutions
Life Insurance:
Income Statements, Operational Data and DAC, VOBA and DFEL Roll Forwards	24
Operational Data and Account Value Roll Forwards	25
Group Protection:
Income Statements and Operational Data	26
Other Operations	27
Discontinued Operations	27
Consolidated Deposits, Account Balances and Net Flows	28
Consolidated Investment Data	29

9/30/2009			i
Lincoln Financial Group Analyst Coverage
Third Quarter 2009
Firm	Analyst	Phone Number
Bank of America - Merrill Lynch	Ed Spehar	212-449-4245
Barclays Capital	Eric Berg	212-526-2805
Bernstein	Suneet Kamath	212-756-4587
Citigroup	Colin Devine	212-816-1682
Credit Suisse	Tom Gallagher	212-538-2010
Deutsche Bank	Darin Arita	212-250-7321
Dowling and Partners	Sean Rourke	860-676-8600
FBR Capital Markets	Randy Binner	703-312-1890
Fox-Pitt Kelton Cochran Caronia Waller	Mark Finkelstein	312-425-4079
Goldman Sachs and Company	Christopher Neczypor	212-357-8512
JP Morgan	Jimmy Bhullar	212-622-6397
Keefe, Bruyette and Woods	Jeff Schuman	860-722-5902
Langen McAlenney	Bob Glasspiegel	860-724-1203
Morgan Stanley	Nigel Dally	212-761-4132
Raymond James and Associates	Steven Schwartz	312-612-7686
Sandler O'Neil and Partners	Edward Shields	312-281-3487
Sterne, Agee and Leach	John Nadel	212-338-4717
UBS	Andrew Kligerman	212-713-2492
Wells Fargo Securities	John Hall	212-214-8032
Investor Inquiries May Be Directed To
Jim Sjoreen, Vice President, Investor Relations
Email: Jim.Sjoreen@lfg.com
Voice: (484) 583-1420
Fax: (484) 593-3962
Notes
This list is provided for informational purposes only.  Lincoln Financial Group does not endorse
the analyses, conclusions, or recommendations contained in any report issued by these or any
other analysts.
Lincoln Financial Group's Statistical Report will be available immediately after the release of
earnings for each quarter through our Investor Relations website:  http://www.LincolnFinancial.com/investor

9/30/2009				ii
NOTES
Definitions and Presentation
As will be discussed in Note 2 of our Form 10-Q for the quarterly period ended September 30, 2009, the Financial Accounting Standards
Board (“FASB”) Accounting Standards CodificationTM (“ASC”) is now the single source of authoritative United States of America generally
accepted accounting principles (“GAAP”) recognized by the FASB.  Accordingly, we have revised all references to GAAP accounting standards
in this filing to reflect the appropriate references in the new FASB ASC.
"Income (loss) from operations," "operating revenues" and "return on capital" are non-GAAP financial measures and do not replace GAAP
revenues, net income (loss) and return on stockholders' equity.  Detailed reconciliations of these non-GAAP financial measures to the most directly
comparable GAAP financial measure are included in this statistical supplement.
•	We exclude the after-tax effects of the following items from GAAP net income (loss) to arrive at income (loss) from operations:
	•	Realized gains and losses associated with the following ("excluded realized gain (loss)"):
		•	Sale or disposal of securities;
		•	Impairments of securities;
		•	Change in the fair value of embedded derivatives within certain reinsurance arrangements and the change in the fair value of our trading
			securities;
		•	Net difference between the portion of the change in reserves accounted for under the Financial Services – Insurance – Claim Costs and
			Liabilities for Future Policy Benefits Topic of the FASB ASC resulting from benefit ratio unlocking (“benefit ratio reserves”) of our
			guaranteed death benefit (“GDB”) riders within our variable annuities and the change in the fair value of the derivatives we own to hedge
			the changes in the benefit ratio reserves, excluding our expected cost of purchasing the hedging instruments, the net of which is referred to
			as “GDB derivatives results”;
		•	Change in the fair value of the embedded derivatives of our guaranteed living benefit (“GLB”) riders within our variable annuities accounted
			for under the Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the FASB ASC (“embedded derivative
			reserves”) and GLB benefit ratio reserves, net of the change in the fair value of the derivatives we own to hedge the changes in the
			embedded derivative reserves, the net of which is referred to as “GLB net derivative results”; and
		•	Changes in the fair value of the embedded derivative liabilities related to index call options we may purchase in the future to hedge contract
			holder index allocations applicable to future reset periods for our indexed annuity products accounted for under the Derivatives and Hedging
			and the Fair Value Measurements and Disclosures Topics of the FASB ASC (“indexed annuity forward-starting option”).
	•	Income (loss) from the initial adoption of new  accounting standards;
	•	Income (loss) from reserve changes (net of related amortization) on business sold through reinsurance;
	•	Gains (losses) on early retirement of debt;
	•	Losses from the impairment of intangible assets; and
	•	Income (loss) from discontinued operations.
	•	Operating revenues represent GAAP revenues excluding the pre-tax effects of the following items, as applicable:
		•	Excluded realized gain (loss);
		•	Amortization of deferred gains arising from the reserve changes on business sold through reinsurance; and
		•	Revenue adjustments from the initial impact of the adoption of changes in accounting principles.
	•	Return on capital measures the effectiveness of our use of total capital, which includes equity (excluding accumulated other
		comprehensive income), debt, capital securities and junior subordinated debentures issued to affiliated trusts.  Return on capital is
		calculated by dividing annualized income (loss) from operations (after adding back interest expense) by average capital.  The difference
		between return on capital and return on stockholders' equity represents the effect of leveraging on our consolidated results.
Income (loss) from operations, operating revenues and return on capital are financial measures we use to evaluate and assess our results.  Our
management and Board of Directors believe that these performance measures explain the results of our ongoing businesses in a manner that
allows for a better understanding of the underlying trends in our current business because the excluded items are unpredictable and not
necessarily indicative of current operating fundamentals or future performance of the business segments, and, in most instances, decisions
regarding these items do not necessarily relate to the operations of the individual segments.
	•	Certain operating and statistical measures are included in this report to provide supplemental data regarding the performance of our
		current business.  These measures include deposits, sales, net flows, first-year premiums, in force and spreads.
	•	Sales as reported consist of the following:
		•	Universal life ("UL") (excluding linked-benefit products) and variable universal life ("VUL"), including corporate-owned life
			insurance ("COLI") and bank-owned life insurance ("BOLI") - first year commissionable premiums plus 5% of excess premiums
			received, including an adjustment for internal replacements at approximately 50% of target;
		•	Whole life and term - 100% of first year paid premiums;
		•	Linked-benefit - 15% of premium deposits;
		•	Annuities - deposits from new and existing customers;
		•	Group Protection - annualized first year premiums from new policies; and
Our roll forwards of deferred acquisition costs ("DAC") and value of business acquired ("VOBA"), deferred sales inducements ("DSI") and deferred
front-end loads ("DFEL") disclose the net impact of prospective and retrospective unlocking on amortization for these accounts.  This information
helps explain a source of volatility in amortization.
	•	Prospective unlocking - In the third quarter of each year, we review and update our assumptions used in projecting our future estimated
		gross profits ("EGPs") used to amortize DAC, VOBA, DFEL, DSI and the calculations of embedded derivatives and reserves for
		annuity and life insurance products with certain guarantees.  We may also have prospective unlocking if we experience long-term
		or significant deviations from expected equity market returns requiring a change to best estimate projections of EGPs and reversion
		to the mean ("RTM") prospective unlocking of DAC, VOBA, DFEL, DSI and other contract holder funds.  These updates to assumptions
		result in unlocking that represent an increase or decrease to our carrying value of DAC, VOBA, DFEL, DSI and other contract holder
		funds based upon our updated view of future EGPs.  The various assumptions that are reviewed include investment margins, mortality,
		retention and rider utilization.  In addition, in the third quarter of each year during our annual prospective unlocking review, we may
		identify and implement actuarial modeling refinements which can result in prospective and retrospective unlocking impacts that impact
		DAC, VOBA, DSI, DFEL and embedded derivatives and reserves for annuity and life products with living and death benefit guarantee reserves.

			iii
	•	Retrospective unlocking - On a quarterly basis, we “true-up” our models for actual gross profits and in-force experience for the period.
		To the extent that actual experience differs from previously expected, a positive or negative retrospective adjustment to the
		amortization of DAC, VOBA, DSI and DFEL is recorded.  This update to the models may generate a change in the amortization rate
		which results in a catch-up to the cumulative amortization, by recalculating the DAC, VOBA, DSI and DFEL balances assuming that
		the revised amortization rate had been used since issue.
Book value per share excluding accumulated other comprehensive income ("AOCI") is calculated based upon a non-GAAP financial measure. It is
calculated by dividing (a) stockholders' equity excluding AOCI, by (b) common shares outstanding. We provide book value per share excluding
AOCI to enable investors to analyze the amount of our net worth that is primarily attributable to our business operations. We believe book value
per share excluding AOCI is useful to investors because it eliminates the effect of items that can fluctuate significantly from period to period,
primarily based on changes in interest rates.  Book value per share is the most directly comparable GAAP measure.
Pre-tax operating margin is calculated as income (loss) from operations before federal income taxes divided by operating revenues.  After-tax operating
margin is calculated as income (loss) from operations divided by operating revenues.
Inter-segment transfer refers to a transfer from Retirement Solutions - Annuities to Retirement Solutions - Defined Contribution.
Reclassifications
In addition to the items discussed above, certain amounts reported in prior periods have been reclassed to the presentation adopted in the current period.
These reclassifications had no effect on net income, income from operations or stockholders' equity in the prior period.

9/30/2009																								PAGE 1
Financial Highlights
Unaudited (in millions, except per share data)
	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
							Change												Change
	2009			2008			Amount			%			2009			2008			Amount			%
Income from Operations - By Segment
Annuities	$	94.5		$	130.9		$	(36.4	)		-27.8	%	$	233.7		$	364.9		$	(131.2	)		-36.0	%
Defined Contribution		42.6			42.3			0.3			0.7	%		100.1			123.9			(23.8	)		-19.2	%
Total Retirement Solutions		137.1			173.2			(36.1	)		-20.8	%		333.8			488.8			(155.0	)		-31.7	%
Life Insurance		136.5			137.3			(0.8	)		-0.6	%		411.6			458.2			(46.6	)		-10.2	%
Group Protection		34.5			27.2			7.3			26.8	%		93.8			85.7			8.1			9.5	%
Total Insurance Solutions		171.0			164.5			6.5			4.0	%		505.4			543.9			(38.5	)		-7.1	%
Other Operations		(32.6	)		(39.9	)		7.3			18.3	%		(193.4	)		(127.3	)		(66.1	)		-51.9	%
Income from Operations (1)		275.5			297.8			(22.3	)		-7.5	%		645.8			905.4			(259.6	)		-28.7	%
Excluded realized loss, after-tax  (2)		(196.0	)		(168.7	)		(27.3	)		-16.2	%		(600.3	)		(274.0	)		(326.3	)	NM
Income from reserve changes (net of related amortization)on business sold through reinsurance, after-tax		0.4			0.4			-			0.0	%		1.3			1.3			-			0.0	%
Gain on early extinguishment of debt, after-tax		-			-			-		NM				41.8			-			41.8		NM
Impairment of intangibles, after-tax		1.4			-			1.4		NM				(601.5	)		(139.0	)		(462.5	)	NM
Income (loss) from discontinued operations, after-tax (3)		72.0			18.9			53.1			281.0	%		(74.1	)		68.6			(142.7	)	NM
Net Income (Loss)		153.3			148.4			4.9			3.3	%		(587.0	)		562.3			(1,149.3	)	NM
Preferred stock dividends and accretion of discount		(16.3	)		-			(16.3	)	NM				(16.3	)		-			(16.3	)	NM
Minority interest adjustment (4)		-			(0.1	)		0.1			100.0	%		(0.1	)		(0.6	)		0.5			83.3	%
Net Income (Loss) Available to Common Stockholders	$	137.0		$	148.3		$	(11.3	)		-7.6	%	$	(603.4	)	$	561.7		$	(1,165.1	)	NM
Earnings Per Common Share - Diluted
Income from operations (1) (5)	$	0.84		$	1.16		$	(0.32	)		-27.6	%	$	2.27		$	3.48		$	(1.21	)		-34.8	%
Excluded realized loss, after-tax  (2) (5)		(0.63	)		(0.65	)		0.02			3.1	%		(2.19	)		(1.05	)		(1.14	)	NM
Gain on early extinguishment of debt, after-tax (5)		-			-			-		NM				0.15			-			0.15		NM
Impairment of intangibles, after-tax (5)		-			-			-		NM				(2.21	)		(0.53	)		(1.68	)	NM
Income (loss) from discontinued operations, after-tax  (3) (5)		0.23			0.07			0.16			228.6	%		(0.27	)		0.26			(0.53	)	NM
Adjustment attributable to using diluted shares for income from operations and basic for net income (5)		-			-			-		NM				0.04			-			0.04		NM
Net Income (Loss)	$	0.44		$	0.58		$	(0.14	)		-24.1	%	$	(2.21	)	$	2.16		$	(4.37	)	NM
Operating Revenues - By Segment
Annuities	$	522.5		$	675.2		$	(152.7	)		-22.6	%	$	1,558.9		$	1,916.5		$	(357.6	)		-18.7	%
Defined Contribution		235.8			240.8			(5.0	)		-2.1	%		675.9			717.9			(42.0	)		-5.9	%
Total Retirement Solutions		758.3			916.0			(157.7	)		-17.2	%		2,234.8			2,634.4			(399.6	)		-15.2	%
Life Insurance		1,089.1			1,073.8			15.3			1.4	%		3,167.5			3,216.3			(48.8	)		-1.5	%
Group Protection		414.6			402.8			11.8			2.9	%		1,278.9			1,227.1			51.8			4.2	%
Total Insurance Solutions		1,503.7			1,476.6			27.1			1.8	%		4,446.4			4,443.4			3.0			0.1	%
Other Operations		119.6			136.2			(16.6	)		-12.2	%		340.4			412.4			(72.0	)		-17.5	%
Total Operating Revenues		2,381.6			2,528.8			(147.2	)		-5.8	%		7,021.6			7,490.2			(468.6	)		-6.3	%
Excluded realized loss, pre-tax (2)		(301.8	)		(259.5	)		(42.3	)		-16.3	%		(923.7	)		(421.6	)		(502.1	)	NM
Amortization of deferred gains arising from reserve changes on business sold through reinsurance, pre-tax		0.7			0.6			0.1			16.7	%		2.1			2.1			-			-
Total Revenues	$	2,080.5		$	2,269.9		$	(189.4	)		-8.3	%	$	6,100.0		$	7,070.7		$	(970.7	)		-13.7	%

(1)	Income from operations includes restructuring charges. See page 5 for detail.
(2)	See page 6 for detail.
(3)	Includes discontinued operations and the loss on disposal. See Discontinued Operations on page 27 for details.
(4)	Relates to outstanding stock options under the Delaware Investments U.S. Inc. stock option incentive plan.
(5)	In those periods with a loss from continuing operations, shares used in the earnings per share calculation represent basic shares, since using diluted shares would have been anti-dilutive. This same concept applies to our income (loss) from operations as well.

9/30/2009							PAGE 2
Financial Highlights (Continued)
Unaudited (billions of dollars)
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
			Change				Change
	2009	2008	Amount	%	2009	2008	Amount	%
Retirement Solutions - Annuities
Gross deposits	$     3.088	$     2.948	$     0.140	4.7%	$     7.901	$     9.410	$    (1.509)	-16.0%
Net flows	1.601	0.944	0.657	69.6%	3.074	3.714	(0.640)	-17.2%
Account values (gross)	72.195	67.671	4.524	6.7%	72.195	67.671	4.524	6.7%
Account values (net of reinsurance)	71.146	66.475	4.671	7.0%	71.146	66.475	4.671	7.0%
Retirement Solutions - Defined Contribution
Gross deposits (1)	1.103	1.334	(0.231)	-17.3%	3.794	4.306	(0.512)	-11.9%
Net flows	0.144	0.093	0.051	54.8%	1.057	0.610	0.447	73.3%
Account values - annuities	24.778	24.898	(0.120)	-0.5%	24.778	24.898	(0.120)	-0.5%
Alliance and Smart Future mutual funds	9.544	7.675	1.869	24.4%	9.544	7.675	1.869	24.4%
Total annuities and mutual fund account values	34.322	32.573	1.749	5.4%	34.322	32.573	1.749	5.4%
Insurance Solutions - Life Insurance
Sales (in millions)	$     146.2	$     190.3	$      (44.1)	-23.2%	$     415.1	$     529.7	$    (114.6)	-21.6%
Life insurance in force	532.013	539.964	(7.951)	-1.5%	532.013	539.964	(7.951)	-1.5%
Account values (net of reinsurance)	31.271	32.283	(1.012)	-3.1%	31.271	32.283	(1.012)	-3.1%
Insurance Solutions - Group Protection
Annualized sales (in millions)	79.8	68.4	11.4	16.7%	193.6	187.1	6.5	3.5%
Loss ratio (2)	68.1%	71.6%	NM	NM	69.0%	70.9%	NM	NM
Consolidated
Total deposits	$     5.264	$     5.364	$    (0.100)	-1.9%	$   14.846	$   16.992	$    (2.146)	-12.6%
Total account balances	136.739	131.331	5.408	4.1%	136.739	131.331	5.408	4.1%
Total net flows	2.306	1.727	0.579	33.5%	5.789	6.341	(0.552)	-8.7%

(1)	Includes deposits for mutual funds. Mutual fund account values are not included in the separate accounts reported on our Consolidated Balance Sheets, as we do not have any ownership interest in them.
(2)	Represents combined loss ratio for life, disability and dental businesses.

9/30/2009																						PAGE 3
Financial Highlights (Continued)
Unaudited (millions of dollars)
	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
							Change												Change
	2009			2008			Amount			%			2009			2008			Amount			%
Balance Sheet Assets - End-of-Period	$	181,489.2		$	173,279.9		$	8,209.3			4.7	%	$	181,489.2		$	173,279.9		$	8,209.3			4.7	%
Stockholders' Equity
Beginning-of-period (including AOCI)	$	9,074.9		$	10,497.7		$	(1,422.8	)		-13.6	%	$	7,976.7		$	11,718.4		$	(3,741.7	)		-31.9	%
End-of-period (including AOCI)		11,655.5			9,500.1			2,155.4			22.7	%		11,655.5			9,500.1			2,155.4			22.7	%
End-of-period (excluding AOCI)		11,876.0			11,310.4			565.6			5.0	%		11,876.0			11,310.4			565.6			5.0	%
Average equity (excluding AOCI)		11,329.1			11,308.2			20.9			0.2	%		10,803.0			11,371.9			(568.9	)		-5.0	%
Return on Equity
Net income (loss)/average equity (excluding AOCI)		5.4	%		5.2	%								-7.2	%		6.6	%
Income from operations/average equity (excluding AOCI)		9.7	%		10.5	%								8.0	%		10.6	%
Return on Capital
Income (loss) from operations/average capital		7.7	%		8.3	%								6.3	%		8.4	%
Common Shares Outstanding
Average for the period - basic		301.8			255.9			45.9			17.9	%		272.7			258.2			14.5			5.6	%
Average for the period - diluted		310.0			257.6			52.4			20.3	%		276.9			260.0			16.9			6.5	%
End-of-period - assuming conversion of preferreds (1)		302.3			256.0			46.3			18.1	%		302.3			256.0			46.3			18.1	%
End-of-period - diluted		311.8			256.9			54.9			21.4	%		311.8			256.9			54.9			21.4	%
Book value (including AOCI)	$	38.56		$	37.11		$	1.45			3.9	%	$	38.56		$	37.11		$	1.45			3.9	%
Book value (excluding AOCI)		39.29			44.18			(4.90	)		-11.1	%		39.29			44.18			(4.90	)		-11.1	%
Cash Returned to Common Stockholders
Share repurchase - dollar amount	$	-		$	50.0		$	(50.0	)		-100.0	%	$	-		$	475.5		$	(475.5	)		-100.0	%
Common dividends declared		3.0			105.9			(102.9	)		-97.2	%		8.6			320.0			(311.4	)		-97.3	%
Total Cash Returned to Common Stockholders	$	3.0		$	155.9		$	(152.9	)		-98.1	%	$	8.6		$	795.5		$	(786.9	)		-98.9	%
Stock issuance - number of shares		-			-			-		NM				46.00			-			46.00		NM
Share repurchase - number of shares		-			1.01			(1.01	)		-100.0	%		-			9.09			(9.09	)		-100.0	%
Dividend declared on common stock - per share	$	0.010		$	0.415		$	(0.405	)		-97.6	%	$	0.030		$	1.245		$	(1.215	)		-97.6	%
Dividend payout ratio		2.3	%		71.6	%								-1.4	%		57.6	%
Annualized yield (2)		0.2	%		3.9	%								0.2	%		3.9	%
Comprehensive Income (Loss)
Net income (loss)	$	153.3		$	148.4		$	4.9			3.3	%	$	(587.0	)	$	562.3		$	(1,149.3	)	NM
Net unrealized gain (loss) on available-for-sale securities		1,575.6			(964.3	)		2,539.9			263.4	%		2,781.3			(1,989.7	)		4,771.0			239.8	%
Unrealized other-than-temporary impairment on available-for-sale securities		(4.1	)		-			(4.1	)	NM				(121.8	)		-			(121.8	)	NM
Net unrealized gain (loss) on derivative instruments		(43.0	)		12.2			(55.2	)	NM				(116.3	)		1.3			(117.6	)	NM
Foreign currency translation adjustment		(23.3	)		(56.0	)		32.7			58.4	%		62.0			(54.4	)		116.4			214.0	%
Funded status of employee benefit plans		(18.5	)		6.3			(24.8	)	NM				(22.2	)		7.3			(29.5	)	NM
Comprehensive Income (Loss)	$	1,640.0		$	(853.4	)	$	2,493.4			292.2	%	$	1,996.0		$	(1,473.2	)	$	3,469.2			235.5	%
Ratios
Debt to total capitalization (3)		22.2	%		22.6	%								22.2	%		22.6	%
Debt to equity (3)		28.5	%		29.3	%								28.5	%		29.3	%
	Ratings as of October 28, 2009
										Standard &
	A.M. Best			Fitch			Moody's			Poor's
Senior Debt Ratings	a-			BBB			Baa2			A-
Financial Strength Ratings
Lincoln National Life Insurance Company	A+			A+			A2			AA-
First Penn-Pacific Life Insurance Company	A+			A+			A2			A+
Lincoln Life & Annuity Company of New York	A+			A+			A2			AA-

(1)	The holders of our Series B preferred stock have no right to exchange or convert such shares into any other securities, therefore these shares have not been converted in this calculation.
(2)	Indicated dividend divided by the closing price.
(3)	Equity used in calculation excludes AOCI and $375 million of senior notes issued in October of 2007 because the proceeds were reinvested in a pool of long-term assets. Capital securities are considered 25% debt and 75% equity. These calculations exclude our preferred stock.

9/30/2009									PAGE 4
Consolidated Operating Expense Detail
Unaudited (in millions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Commissions		$   429.1	$   404.1	$   360.0	$   358.2	$   403.9	-5.9%	$ 1,277.4	$ 1,122.1	-12.2%
General and Administrative Expenses
General and administrative expenses		305.4	350.6	306.3	311.4	317.3	3.9%	922.5	935.0	1.4%
Merger-related expenses		12.6	8.1	6.7	4.4	2.5	-80.2%	41.3	13.6	-67.1%
	Total General and Administrative Expenses, Excluding Broker-Dealer	318.0	358.7	313.0	315.8	319.8	0.6%	963.8	948.6	-1.6%
Communications expenses		14.1	14.8	12.9	13.5	13.2	-6.4%	45.1	39.6	-12.2%
Restructuring charges associated with merger-related cost saving initiatives		0.4	0.1	-	-	0.1	-75.0%	2.5	0.1	-96.0%
Restructuring charges for expense initiatives		-	8.0	5.1	28.6	0.5	NM	-	34.2	NM
Taxes, licenses and fees		57.4	45.7	54.6	43.0	48.2	-16.0%	163.5	145.8	-10.8%
Interest and debt expense		68.3	71.9	64.7	60.9	68.0	-0.4%	210.0	193.6	-7.8%
	Total Commissions and Expenses Incurred	887.3	903.3	810.3	820.0	853.7	-3.8%	2,662.3	2,484.0	-6.7%
Less: Commissions and Expenses Capitalized		(463.5)	(470.4)	(383.5)	(385.4)	(422.5)	8.8%	(1,383.5)	(1,191.4)	13.9%
Amortization
Amortization of DAC and VOBA, net of interest		207.3	644.1	222.2	249.5	322.0	55.3%	746.1	793.7	6.4%
Amortization of intangibles		0.9	1.0	1.1	1.0	1.1	22.2%	3.2	3.2	0.0%
	Total Amortization	208.2	645.1	223.3	250.5	323.1	55.2%	749.3	796.9	6.4%
Broker-Dealer Commissions and G&A		78.5	73.3	64.1	69.2	73.6	-6.2%	252.8	206.9	-18.2%
	Total	$   710.5	$ 1,151.3	$   714.2	$   754.3	$   827.9	16.5%	$ 2,280.9	$2,296.4	0.7%
Merger-Related Expenses (1)
Severance and employee-related charges		$       1.2	$       1.7	$       0.7	$       0.6	$      0.3	-75.0%	$       6.8	$       1.6	-76.5%
Systems integration and related expenses		9.6	7.5	5.1	2.6	1.5	-84.4%	30.9	9.2	-70.2%
Other expenses		2.2	(1.0)	0.9	1.2	0.8	-63.6%	6.1	2.9	-52.5%
Total Merger-Related Expenses		$     13.0	$       8.2	$       6.7	$       4.4	$      2.6	-80.0%	$     43.8	$     13.7	-68.7%

(1) Represents merger-related expenses included in general and administrative expenses and restructuring charges.

9/30/2009																									PAGE 5
Selected Financial Results Summary
Unaudited (millions of dollars)
	For the Three Months Ended																		For the Nine Months Ended
	Sept.			Dec.			March			June			Sept.			%			Sept.			Sept.			%
	2008			2008			2009			2009			2009			Change			2008			2009			Change
Operating Revenues
Annuities	$	675.2		$	693.7		$	599.4		$	437.0		$	522.5			-22.6	%	$	1,916.5		$	1,558.9			-18.7	%
Defined Contribution		240.8			217.9			225.1			215.0			235.8			-2.1	%		717.9			675.9			-5.9	%
Total Retirement Solutions		916.0			911.6			824.5			652.0			758.3			-17.2	%		2,634.4			2,234.8			-15.2	%
Life Insurance		1,073.8			1,042.8			1,076.2			1,002.2			1,089.1			1.4	%		3,216.3			3,167.5			-1.5	%
Group Protection		402.8			412.5			421.4			442.9			414.6			2.9	%		1,227.1			1,278.9			4.2	%
Total Insurance Solutions		1,476.6			1,455.3			1,497.6			1,445.1			1,503.7			1.8	%		4,443.4			4,446.4			0.1	%
Other Operations		136.2			121.6			105.4			115.4			119.6			-12.2	%		412.4			340.4			-17.5	%
Total Operating Revenues		2,528.8			2,488.5			2,427.5			2,212.5			2,381.6			-5.8	%		7,490.2			7,021.6			-6.3	%
Excluded realized loss, pre-tax (1)		(259.5	)		(336.5	)		(289.7	)		(332.2	)		(301.8	)		-16.3	%		(421.6	)		(923.7	)	NM
Amortization of deferred gains arising from reserve changes on business sold through reinsurance, pre-tax		0.6			0.7			0.7			0.7			0.7			16.7	%		2.1			2.1			0.0	%
Total Revenues	$	2,269.9		$	2,152.7		$	2,138.5		$	1,881.0		$	2,080.5			-8.3	%	$	7,070.7		$	6,100.0			-13.7	%
Income (Loss) from Operations
Annuities	$	130.9		$	(171.7	)	$	73.9		$	65.4		$	94.5			-27.8	%	$	364.9		$	233.7			-36.0	%
Defined Contribution		42.3			(1.1	)		29.8			27.7			42.6			0.7	%		123.9			100.1			-19.2	%
Total Retirement Solutions		173.2			(172.8	)		103.7			93.1			137.1			-20.8	%		488.8			333.8			-31.7	%
Life Insurance		137.3			82.5			142.2			132.9			136.5			-0.6	%		458.2			411.6			-10.2	%
Group Protection		27.2			18.4			25.7			33.6			34.5			26.8	%		85.7			93.8			9.5	%
Total Insurance Solutions		164.5			100.9			167.9			166.5			171.0			4.0	%		543.9			505.4			-7.1	%
Other Operations		(39.9	)		(55.2	)		(108.5	)		(52.3	)		(32.6	)		18.3	%		(127.3	)		(193.4	)		-51.9	%
Income (Loss) from Operations		297.8			(127.1	)		163.1			207.3			275.5			-7.5	%		905.4			645.8			-28.7	%
Excluded realized loss, after-tax (1)		(168.7	)		(218.7	)		(188.4	)		(215.9	)		(196.0	)		-16.2	%		(274.0	)		(600.3	)	NM
Income from reserve changes (net of related amortization) on business sold through reinsurance, after-tax		0.4			0.4			0.4			0.4			0.4			0.0	%		1.3			1.3			0.0	%
Gain on early extinguishment of debt, after-tax		-			-			41.8			-			-		NM				-			41.8		NM
Impairment of intangibles, after-tax		-			(157.7	)		(603.5	)		0.6			1.4		NM				(139.0	)		(601.5	)	NM
Income (loss) from discontinued operations, after-tax (2)		18.9			(2.4	)		7.7			(153.8	)		72.0			281.0	%		68.6			(74.1	)	NM
Net Income (Loss)		148.4			(505.5	)		(578.9	)		(161.4	)		153.3			3.3	%		562.3			(587.0	)	NM
Preferred stock dividends and accretion of discount		-			-			-			-			(16.3	)	NM				-			(16.3	)	NM
Minority interest adjustment (3)		(0.1	)		-			(0.1	)		-			-			100.0	%		(0.6	)		(0.1	)		83.3	%
Net Income (Loss) Available to Common Stockholders	$	148.3		$	(505.5	)	$	(579.0	)	$	(161.4	)	$	137.0			-7.6	%	$	561.7		$	(603.4	)	NM
Stockholders' Equity
Beginning-of-period (including AOCI)	$	10,497.7		$	9,500.1		$	7,976.8		$	7,323.5		$	9,074.9					$	11,718.4		$	7,976.7
End-of-period (including AOCI)		9,500.1			7,976.8			7,323.5			9,074.9			11,655.5						9,500.1			11,655.5
End-of-period (excluding AOCI)		11,310.4			10,780.3			10,298.6			10,782.3			11,876.0						11,310.4			11,876.0
Average equity (excluding AOCI)		11,308.2			11,045.3			10,539.5			10,540.5			11,329.1						11,371.9			10,803.0
Restructuring Charges, After-Tax	$	0.3		$	5.3		$	3.3		$	18.6		$	0.4					$	1.6		$	22.3
Common Shares Outstanding
Average for the period - basic		255.9			255.4			255.6			260.1			301.8						258.2			272.7
Average for the period - diluted		257.6			259.4			257.8			262.4			310.0						260.0			276.9
End-of-period - diluted		256.9			257.7			258.1			304.2			311.8						256.9			311.8
Earnings (Loss) Per Common Share - Diluted (3)
Income (loss) from operations (4)	$	1.16		$	(0.50	)	$	0.63		$	0.79		$	0.84					$	3.48		$	2.27
Net income (loss) (4)		0.58			(1.98	)		(2.27	)		(0.62	)		0.44						2.16			(2.21	)
Restructuring charges		(0.00	)		(0.02	)		(0.01	)		(0.07	)		(0.00	)					(0.01	)		(0.08	)
Stockholders' Equity Per Share
Stockholders' equity (including AOCI)	$	37.11		$	31.15		$	28.59		$	30.02		$	38.56					$	37.11		$	38.56
Stockholders' equity (excluding AOCI)		44.18			42.09			40.20			35.67			39.29						44.18			39.29
Dividends declared (common stock)		0.415			0.210			0.010			0.010			0.010						1.245			0.030
Return on Equity
Net income (loss)/average equity		5.2	%		-18.3	%		-22.0	%		-6.1	%		5.4	%					6.6	%		-7.2	%
Income (loss) from operations/average equity		10.5	%		-4.6	%		6.2	%		7.9	%		9.7	%					10.6	%		8.0	%
Market Value of Common Shares
Highest price	$	59.99		$	45.50		$	25.59		$	19.99		$	27.82					$	59.99		$	27.82
Lowest price		39.83			4.76			4.90			5.52			14.34						39.83			4.90
Closing price		42.81			18.84			6.69			17.21			25.91						42.81			25.91

(1)	See page 6 for detail.
(2)	Includes discontinued operations and the loss on disposition. See Discontinued Operations on page 27 for details.
(3)	Relates to outstanding stock options under the Delaware Investments U.S. Inc. stock option incentive plan.
(4)	In those periods with a loss from continuing operations, shares used in the earnings per share calculation represent basic shares, since using diluted shares would have been anti-dilutive. This same concept applies to our income (loss) from operations as well.

9/30/2009											PAGE 6
Details Underlying Realized Loss, After-DAC (1)
Unaudited (millions of dollars)
			For the Three Months Ended						For the Nine Months Ended
			Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
			2008	2008	2009	2009	2009	Change	2008	2009	Change
Pre-Tax
Operating realized gain (loss) (2):
	Indexed annuity net derivatives results (3)		$       2.0	$    (0.5)	$    (0.2)	$    0.2	$    0.3	-85.0%	$          -	$        0.3	NM
	GLB (4)		10.9	11.1	16.3	2.9	8.5	-22.0%	27.1	27.7	2.2%
	GDB (5)		39.4	136.9	80.7	(113.4)	(74.2)	NM	47.9	(106.9)	NM
		Total operating realized gain (loss)	52.3	147.5	96.8	(110.3)	(65.4)	NM	75.0	(78.9)	NM
	Realized loss related to certain investments (6)		(314.6)	(566.7)	(150.1)	(158.3)	(135.6)	56.9%	(472.5)	(444.0)	6.0%
	Gain (loss) on certain reinsurance derivative/trading securities (7)		(1.8)	3.4	21.7	(9.4)	70.5	NM	0.1	82.8	NM
	GLB net derivatives results (8)		88.7	314.5	(130.3)	(141.1)	(222.2)	NM	83.4	(493.5)	NM
	GDB derivatives results (5)		(33.4)	(86.3)	(31.6)	(27.8)	(10.6)	68.3%	(41.1)	(70.0)	-70.3%
	Indexed annuity forward-starting option (9)		1.6	(1.4)	0.6	3.4	(3.9)	NM	8.5	-	-100.0%
	Gain on sale of subsidiaries/businesses		-	-	-	1.0	-	NM	-	1.0	NM
		Total excluded realized loss	(259.5)	(336.5)	(289.7)	(332.2)	(301.8)	-16.3%	(421.6)	(923.7)	NM
		Total Realized Loss	$   (207.2)	$   (189.0)	$   (192.9)	$   (442.5)	$  (367.2)	-77.2%	$   (346.6)	$(1,002.6)	NM

After-Tax
Operating realized gain (loss) (2):
	Indexed annuity net derivatives results (3)		$    1.3	$   (0.3)	$   (0.1)	$    0.1	$    0.2	-84.6%	$          -	$        0.2	NM
	GLB (4)		7.1	7.2	10.6	1.9	5.5	-22.5%	17.6	18.0	2.3%
	GDB (5)		25.6	89.0	52.5	(73.7)	(48.2)	NM	31.1	(69.5)	NM
		Total operating realized gain (loss)	34.0	95.9	63.0	(71.7)	(42.5)	NM	48.7	(51.3)	NM
	Realized loss related to certain investments (6)		(204.5)	(368.3)	(97.6)	(102.9)	(88.0)	57.0%	(307.1)	(288.6)	6.0%
	Gain (loss) on certain reinsurance derivative/trading securities (7)		(1.2)	2.2	14.1	(6.1)	45.8	NM	-	53.8	NM
	GLB net derivatives results (8)		57.6	204.4	(84.8)	(91.7)	(144.4)	NM	54.3	(320.8)	NM
	GDB derivatives results (5)		(21.6)	(56.1)	(20.5)	(18.1)	(6.9)	68.1%	(26.7)	(45.5)	-70.4%
	Indexed annuity forward-starting option (9)		1.0	(0.9)	0.4	2.2	(2.5)	NM	5.5	0.1	-98.2%
	Gain on sale of subsidiaries/businesses		-	-	-	0.7	-	NM	-	0.7	NM
		Total excluded realized loss	(168.7)	(218.7)	(188.4)	(215.9)	(196.0)	-16.2%	(274.0)	(600.3)	NM
		Total Realized Loss	$   (134.7)	$   (122.8)	$   (125.4)	$   (287.6)	$  (238.5)	-77.1%	$   (225.3)	$   (651.6)	NM

Components of GLB Net Derivatives Results
Net valuation premium, net of reinsurance (10)				$      21.4	$      22.3	$      22.2	$      27.4	$     31.2	45.8%	$      57.6	$      80.8	40.3%
Change in reserves hedged (10):
	Unlocking			79.6	84.3	-	-	(25.7)	NM	79.6	(25.7)	NM
	Other			(650.9)	(2,553.5)	233.2	1,977.7	208.9	132.1%	(331.3)	2,419.7	NM
Change in market value of derivative assets (10)				318.4	2,989.0	(297.9)	(1,846.3)	(241.1)	NM	387.6	(2,385.3)	NM
		Hedge program effectiveness (ineffectiveness) (10)		(252.9)	519.8	(64.7)	131.4	(57.9)	77.1%	135.9	8.7	-93.6%
Change in reserves not hedged (NPR component)(10)				372.0	55.3	(55.4)	(333.0)	(212.0)	NM	-	(600.3)	NM
Change in derivative assets not hedged (NPR component)				-	(19.9)	(11.9)	17.0	5.0	NM	-	10.0	NM
Change in benefit ratio reserves not hedged				-	-	(6.3)	12.7	7.4	NM	-	13.8	NM
Associated amortization expense of DAC, VOBA,DSI and DFEL:
	Unlocking			(100.7)	297.7	(61.0)	(80.6)	(74.7)	25.8%	(90.8)	(216.2)	NM
	Other amortization			48.9	(560.7)	46.8	84.0	78.8	61.1%	14.2	209.7	NM
		Loss from the initial impact of adoption of new accounting standard, after-DAC		-	-	-	-	-	NM	(33.5)	-	100.0%
			GLB Net Derivatives Results (8)	$      88.7	$    314.5	$   (130.3)	$   (141.1)	$  (222.2)	NM	$      83.4	$   (493.5)	NM

(1)	DAC refers to the associated amortization expense of DAC, VOBA, DSI and DFEL and changes in other contract holder funds and funds withheld reinsurance liabilities.
(2)	We exclude from our definitions of income (loss) from operations and operating revenues any realized gains (losses) that are not necessarily indicative of current operating
	fundamentals or future performance of the business segments, and in many instances, decisions regarding these items do not necessarily relate to the operations of the
	individual segments.
(3)	Represents the net difference between the change in the fair value of the S&P 500 Index® call options that we hold and the change in the fair value of the embedded
	derivative liabilities of our indexed annuity products. The change in the fair value of the liability for the embedded derivative represents the amount that is credited to
	the indexed annuity contract.
(4)	In bifurcating the embedded derivative for our GLBs, we attribute to the embedded derivative the portion of total fees collected from the contract holder that relates to the
	GLB riders (the “attributed fees”). These attributed fees represent the present value of future claims expected to be paid for the GLB at the inception of the contract (the
	“net valuation premium”) plus a margin that a theoretical market participant would include for risk/profit (the “risk/profit margin”). We include the risk/profit margin
	portion of the GLB attributed rider fees as well as the benefit ratio reserves on GLB riders including expected cost of the hedging instruments in operating realized
	gain and include the net valuation premium of the GLB attributed rider fees in excluded realized gain (loss). For our Retirement Solutions – Annuities and Retirement
	Solutions – Defined Contribution segments, the excess total fees collected from the contract holders in over the GLB attributed rider fees is reported insurance fees.
(5)	Represents the change in the fair value of the derivatives that offsets the change in the GDB benefit ratio reserves, including our expected cost of the hedging
	instruments. These changes in GDB benefit ratio reserves attributable to the Retirement Solutions’ business and associated amortization of DAC, VOBA, DSI and
	DFEL is offset in benefits within income from operations. This approach (as well as the one in (4) above) excludes the benefit ratio reserves from income from
	operations according to our definition of income from operations and instead reflects it within GDB derivatives results, a component of excluded realized gain (loss).
	On our Consolidated Statements of Income, the benefit ratio unlocking is reported within benefits.
(6)	See page 29 for detail.
(7)	Represents changes in the fair values of total return swaps (embedded derivatives) theoretically included in our various modified coinsurance and coinsurance with funds
	withheld reinsurance arrangements that have contractual returns related to various assets and liabilities associated with these arrangements. Changes in the fair value of these
	derivatives are offset by the change in fair value of trading securities in the portfolios that support these arrangements.
(8)	Represents the net valuation premium, the change in the fair value of the embedded derivative liabilities of our GLB products and the change in the fair value of the
	derivative instruments we own to hedge. This includes the cost of purchasing the hedging instruments. Refer to the table above titled "Components of GLB Net
	Derivatives Results" for a detailed breakout of the GLB net derivatives results line item.
(9)	Represents 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 allocationsapplicable to future reset periods for our indexed annuity products as required under the Derivatives and Hedging and the Fair Value Measurements and Disclosures  Topics of the FASB ASC. These fair values represent an estimate of the cost of the options we will purchase in the future, discounted back to the date of the balance sheet, using current market indications of volatility and interest rates, which can vary significantly from period to results period due to a number of factors and therefore can provide that are not indicative of the underlying trends.
(10)	Amounts are before the associated amortization expense of DAC, VOBA, DSI and DFEL.

9/30/2009											PAGE 7
Consolidated Statements of Income
Unaudited (in millions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Revenues
Insurance premiums		$     514.3	$     510.5	$     508.2	$     541.8	$     490.4	-4.6%	$   1,507.4	$  1,540.4	2.2%
Surrender charges		32.4	33.0	31.8	36.8	43.2	33.3%	89.0	111.8	25.6%
Mortality assessments		331.7	339.2	344.1	320.0	317.1	-4.4%	981.3	981.2	0.0%
Expense assessments		389.8	381.2	328.2	332.1	405.1	3.9%	1,243.7	1,065.4	-14.3%
Net investment income		1,067.8	960.0	1,013.3	970.6	1,071.3	0.3%	3,170.0	3,055.2	-3.6%
Realized loss:
Total other-than-temporary impairment losses on securities		(236.9)	(456.2)	(210.6)	(220.1)	(147.5)	37.7%	(395.2)	(578.2)	-46.3%
Portion of loss recognized in other comprehensive income		-	-	89.1	102.5	67.8	NM	-	259.4	NM
	Net other-than-temporary impairment losses on securities recognized in earnings	(236.9)	(456.2)	(121.5)	(117.6)	(79.7)	66.4%	(395.2)	(318.8)	19.3%
	Realized gain (loss), excluding other-than-temporary impairment losses on securities	29.7	267.2	(71.4)	(324.9)	(287.5)	NM	48.6	(683.8)	NM
	Total realized loss (1)	(207.2)	(189.0)	(192.9)	(442.5)	(367.2)	-77.2%	(346.6)	(1,002.6)	NM
Amortization of deferred gains on business soldthrough reinsurance		19.0	19.0	19.0	18.3	18.4	-3.2%	57.2	55.7	-2.6%
Other revenues and fees		122.1	98.8	86.8	103.9	102.2	-16.3%	368.7	292.9	-20.6%
Total Revenues		2,269.9	2,152.7	2,138.5	1,881.0	2,080.5	-8.3%	7,070.7	6,100.0	-13.7%

Benefits and Expenses
Interest credited		624.7	653.0	626.9	598.7	622.7	-0.3%	1,849.1	1,848.3	0.0%
Benefits		812.6	941.4	920.4	582.6	568.9	-30.0%	2,117.2	2,071.9	-2.1%
Underwriting, acquisition, insurance and other expenses		642.5	1,072.3	649.6	693.3	759.8	18.3%	2,065.4	2,102.7	1.8%
Interest and debt expense		68.5	72.2	0.4	60.9	68.0	-0.7%	208.8	129.3	-38.1%
Impairment of intangibles		-	205.6	603.7	(0.6)	(1.4)	NM	175.0	601.7	243.8%
Total Benefits and Expenses		2,148.3	2,944.5	2,801.0	1,934.9	2,018.0	-6.1%	6,415.5	6,753.9	5.3%
Income (loss) from continuing operations before taxes		121.6	(791.8)	(662.5)	(53.9)	62.5	-48.6%	655.2	(653.9)	NM
Federal income tax expense (benefit)		(7.9)	(288.7)	(75.9)	(46.3)	(18.8)	NM	161.5	(141.0)	NM
Income (Loss) from Continuing Operations		129.5	(503.1)	(586.6)	(7.6)	81.3	-37.2%	493.7	(512.9)	NM
Income (loss) from discontinued operations, net of federal income tax expense (benefit) (2)		18.9	(2.4)	7.7	(153.8)	72.0	281.0%	68.6	(74.1)	NM
	Net Income (Loss)	148.4	(505.5)	(578.9)	(161.4)	153.3	3.3%	562.3	(587.0)	NM
Preferred stock dividends and accretion of discount		-	-	-	-	(16.3)	NM	-	(16.3)	NM
Minority interest adjustment (3)		(0.1)	-	(0.1)	-	-	100.0%	(0.6)	(0.1)	83.3%
	Net Income (Loss) Available to Common Stockholders	$     148.3	$    (505.5)	$    (579.0)	$    (161.4)	$     137.0	-7.6%	$     561.7	$   (603.4)	NM

Earnings (Loss) Per Common Share (Diluted) (4)
Income (loss) from continuing operations		$       0.51	$      (1.97)	$      (2.30)	$      (0.03)	$       0.21	-58.8%	$       1.90	$     (1.94)	NM
Income (loss) from discontinued operations, net of federal income tax expense (benefit) (2)		0.07	(0.01)	0.03	(0.59)	0.23	228.6%	0.26	(0.27)	NM
	Net Income (Loss)	$       0.58	$      (1.98)	$      (2.27)	$      (0.62)	$      0.44	-24.1%	$       2.16	$     (2.21)	NM

(1)	See page 6 for detail.
(2)	Contains discontinued operations and the loss on disposition. See Discontinued Operations on page 27 for additional details.
(3)	Relates to outstanding stock options under the Delaware Investments U.S. Inc. stock option incentive plan.
(4)	In those periods with a loss from continuing operations, shares used in the earnings per share calculation represent basic shares, since using diluted shares would have been anti-dilutive.

9/30/2009								PAGE 8
Consolidated Roll Forwards of DAC, VOBA, DFEL and DSI
Unaudited (in millions)
	For the Three Months Ended					For the Nine Months Ended
	Sept.	Dec.	March	June	Sept.	Sept.	Sept.
DAC and VOBA	2008	2008	2009	2009	2009	2008	2009
Balance as of beginning-of-period	$       9,858.1	$     10,993.3	$     11,403.3	$     11,399.4	$     10,455.9	$       8,807.7	$     11,403.3
Business sold through reinsurance	-	-	(292.9)	-	-	-	(292.9)
Deferrals	463.5	470.4	383.5	385.4	422.5	1,383.5	1,191.4
Amortization, net of interest:
Unlocking	19.6	(557.1)	(79.3)	74.6	(0.4)	(9.8)	(5.1)
Other amortization	(226.9)	(87.0)	(142.9)	(324.1)	(321.6)	(736.3)	(788.6)
Deferrals, net of amortization included in underwriting, acquisition, insurance and other expenses	256.2	(173.7)	161.3	135.9	100.5	637.4	397.7
Adjustment related to realized (gains) losses on available-for-sale securities and derivatives	34.4	(142.6)	12.8	69.4	29.7	37.7	111.9
Adjustment related to unrealized (gains) losses on available-for-sale securities and derivatives	844.6	726.3	114.9	(1,148.8)	(1,403.8)	1,510.5	(2,437.7)
Balance as of End-of-Period	$     10,993.3	$     11,403.3	$     11,399.4	$     10,455.9	$       9,182.3	$     10,993.3	$       9,182.3

DFEL
Balance as of beginning-of-period	$          914.7	$       1,001.1	$       1,019.4	$       1,076.2	$       1,160.8	$          803.8	$       1,019.4
Business sold through reinsurance	-	-	(11.0)	-	-	-	(11.0)
Deferrals	109.7	114.0	107.5	112.5	124.0	314.3	344.0
Amortization, net of interest:
Unlocking	14.7	(60.3)	(10.1)	16.0	(28.8)	0.4	(22.9)
Other amortization	(35.6)	(20.1)	(26.7)	(43.3)	(38.7)	(115.3)	(108.7)
Deferrals, net of amortization included in expense assessments	88.8	33.6	70.7	85.2	56.5	199.4	212.4
Adjustment related to realized gains (losses) on available-for-sale securities and derivatives	(2.4)	(15.3)	(3.6)	(0.8)	2.2	(2.1)	(2.2)
Adjustment related to unrealized gains on available-for-sale securities and derivatives	-	-	0.7	0.2	0.8	-	1.7
Balance as of End-of-Period	$       1,001.1	$       1,019.4	$       1,076.2	$       1,160.8	$       1,220.3	$       1,001.1	$       1,220.3

DSI
Balance as of beginning-of-period	$          314.2	$          328.3	$          262.7	$          279.4	$         289.1	$          279.2	$         262.7
Deferrals	24.5	19.0	15.9	19.2	20.1	76.8	55.2
Amortization, net of interest:
Unlocking	(2.7)	(48.2)	(5.7)	7.4	6.3	(2.4)	8.0
Other amortization	(5.5)	4.6	1.1	(18.8)	(14.2)	(20.2)	(31.9)
Deferrals, net of amortization included in insurance benefits or interest credited	16.3	(24.6)	11.3	7.8	12.2	54.2	31.3
Adjustment related to realized (gains) losses on available-for-sale securities and derivatives	(2.2)	(41.0)	5.2	2.6	3.3	(5.1)	11.1
Adjustment related to unrealized (gains) losses on available-for-sale securities and derivatives	-	-	0.2	(0.7)	0.4	-	(0.1)
Balance as of End-of-Period	$          328.3	$          262.7	$          279.4	$          289.1	$         305.0	$          328.3	$         305.0

9/30/2009																		PAGE 9
Consolidating Statements of Income From Operations
For the Quarter Ended September 30, 2009
Unaudited (in millions)
	Retirement Solutions						Insurance Solutions
				Defined						Group		Other
	Annuities			Contribution			Life			Protection		Operations (1)			Consolidated
Operating Revenues
Insurance premiums	$	17.3		$	-		$	93.5		$	379.5	$	0.1		$	490.4
Surrender charges		9.0			1.3			32.8			-		-			43.1
Mortality assessments		-			-			317.1			0.1		-			317.2
Expense assessments		214.3			46.5			144.1			-		-			404.9
Net investment income		271.5			189.8			495.3			33.5		81.1			1,071.2
Operating realized loss (2)		(60.8	)		(4.7	)		-			-		-			(65.5	)
Amortization of deferred gain on business sold
through reinsurance		-			-			(0.7	)		-		18.3			17.6
Other revenues and fees		71.2			2.9			7.0			1.5		20.1			102.7
Total Operating Revenues		522.5			235.8			1,089.1			414.6		119.6			2,381.6
Operating Expenses
Interest credited		185.4			110.9			292.9			0.5		32.9			622.6
Benefits		(43.0	)		(6.4	)		320.7			261.6		36.0			568.9
Underwriting, acquisition, insurance and other expenses		268.1			71.9			283.9			99.3		36.7			759.9
Interest and debt expense		-			-			-			-		68.0			68.0
Total Operating Expenses		410.5			176.4			897.5			361.4		173.6			2,019.4
Income (loss) from operations before federal income tax expense (benefit)		112.0			59.4			191.6			53.2		(54.0	)		362.2
Federal income tax expense (benefit)		17.5			16.8			55.1			18.7		(21.4	)		86.7
Income (Loss) from Operations	$	94.5		$	42.6		$	136.5		$	34.5	$	(32.6	)	$	275.5

(1)	Includes inter-segment eliminations.
(2)	For detail, see pages 15 and 20.

9/30/2009														PAGE 10
Consolidating Statements of Income From Operations
For the Quarter Ended September 30, 2008
Unaudited (in millions)
	Retirement Solutions				Insurance Solutions
			Defined				Group		Other
	Annuities		Contribution		Life		Protection		Operations (1)			Consolidated
Operating Revenues
Insurance premiums	$	52.1	$	-	$	90.9	$	370.6	$	0.6		$	514.2
Surrender charges		13.0		1.3		18.0		-		-			32.3
Mortality assessments		-		-		331.8		-		-			331.8
Expense assessments		233.3		54.6		101.4		-		-			389.3
Net investment income		243.1		180.9		522.4		30.8		90.8			1,068.0
Operating realized gain (2)		52.1		0.2		-		-		-			52.3
Amortization of deferred gain on business sold
through reinsurance		-		-		-		-		18.4			18.4
Other revenues and fees		81.6		3.8		9.3		1.4		26.4			122.5
Total Operating Revenues		675.2		240.8		1,073.8		402.8		136.2			2,528.8
Operating Expenses
Interest credited		170.0		106.8		304.7		0.5		42.6			624.6
Benefits		112.9		0.2		399.9		268.8		30.7			812.5
Underwriting, acquisition, insurance and other expenses		253.7		76.8		167.4		91.8		52.8			642.5
Interest and debt expense		-		-		-		-		68.6			68.6
Total Operating Expenses		536.6		183.8		872.0		361.1		194.7			2,148.2
Income (loss) from operations before federal income tax expense (benefit)		138.6		57.0		201.8		41.7		(58.5	)		380.6
Federal income tax expense (benefit)		7.7		14.7		64.5		14.5		(18.6	)		82.8
Income (Loss) from Operations	$	130.9	$	42.3	$	137.3	$	27.2	$	(39.9	)	$	297.8

(1)	Includes inter-segment eliminations.
(2)	For detail, see pages 15 and 20.

9/30/2009																		PAGE 11
Consolidating Statements of Income From Operations
For the Nine Months Ended September 30, 2009
Unaudited (in millions)
	Retirement Solutions						Insurance Solutions
				Defined						Group		Other
	Annuities			Contribution			Life			Protection		Operations (1)			Consolidated
Operating Revenues
Insurance premiums	$	76.9		$	-		$	277.3		$	1,182.6	$	3.6		$	1,540.4
Surrender charges		27.1			3.6			81.1			-		-			111.8
Mortality assessments		-			-			981.2			0.1		-			981.3
Expense assessments		571.1			129.5			363.6			-					1,064.2
Net investment income		755.8			540.9			1,446.3			91.7		220.6			3,055.3
Operating realized loss (2)		(72.5	)		(6.5	)		-			-		-			(79.0	)
Amortization of deferred gain on business sold
through reinsurance		-			-			(1.4	)		-		55.1			53.7
Other revenues and fees		200.5			8.4			19.4			4.5		61.1			293.9
Total Operating Revenues		1,558.9			675.9			3,167.5			1,278.9		340.4			7,021.6
Operating Expenses
Interest credited		510.5			334.4			886.5			1.6		115.2			1,848.2
Benefits		69.3			(11.6	)		999.4			836.3		178.7			2,072.1
Underwriting, acquisition, insurance and other expenses		727.9			219.0			699.6			296.6		159.4			2,102.5
Interest and debt expense		-			-			-			-		193.6			193.6
Total Operating Expenses		1,307.7			541.8			2,585.5			1,134.5		646.9			6,216.4
Income (loss) from operations before federal income tax expense (benefit)		251.2			134.1			582.0			144.4		(306.5	)		805.2
Federal income tax expense (benefit)		17.5			34.0			170.4			50.6		(113.1	)		159.4
Income (Loss) from Operations	$	233.7		$	100.1		$	411.6		$	93.8	$	(193.4	)	$	645.8

(1)	Includes inter-segment eliminations.
(2)	For detail, see pages 15 and 20.

9/30/2009														PAGE 12
Consolidating Statements of Income From Operations
For the Nine Months Ended September 30, 2008
Unaudited (in millions)
	Retirement Solutions				Insurance Solutions
			Defined				Group		Other
	Annuities		Contribution		Life		Protection		Operations (1)			Consolidated
Operating Revenues
Insurance premiums	$	102.7	$	-	$	266.8	$	1,134.0	$	3.7		$	1,507.2
Surrender charges		32.2		4.7		52.0		-		-			88.9
Mortality assessments		-		-		981.4		-		-			981.4
Expense assessments		716.9		173.2		352.3		-		-			1,242.4
Net investment income		736.2		527.4		1,540.8		89.0		276.5			3,169.9
Operating realized gain (2)		74.7		0.2		-		-		-			74.9
Amortization of deferred gain on business sold
through reinsurance		-		-		-		-		55.3			55.3
Other revenues and fees		253.8		12.4		23.0		4.1		76.9			370.2
Total Operating Revenues		1,916.5		717.9		3,216.3		1,227.1		412.4			7,490.2
Operating Expenses
Interest credited		496.2		319.7		902.0		1.0		130.2			1,849.1
Benefits		199.5		0.3		1,006.0		823.6		87.6			2,117.0
Underwriting, acquisition, insurance and other expenses		773.6		228.5		620.8		270.7		177.3			2,070.9
Interest and debt expense		-		-		-		-		208.8			208.8
Total Operating Expenses		1,469.3		548.5		2,528.8		1,095.3		603.9			6,245.8
Income (loss) from operations before federal income tax expense (benefit)		447.2		169.4		687.5		131.8		(191.5	)		1,244.4
Federal income tax expense (benefit)		82.3		45.5		229.3		46.1		(64.2	)		339.0
Income (Loss) from Operations	$	364.9	$	123.9	$	458.2	$	85.7	$	(127.3	)	$	905.4

(1)	Includes inter-segment eliminations.
(2)	For detail, see pages 15 and 20.

9/30/2009																PAGE 13
Consolidated Balance Sheets and Selected Share Data
Unaudited (millions of dollars)
	As of
	Sept.			Dec.			March			June			Sept.
	2008			2008			2009			2009			2009
ASSETS
Investments:
Corporate bonds	$	39,164.9		$	36,055.6		$	37,076.2		$	42,489.5		$	46,304.6
U.S. Government bonds		217.0			245.9			233.4			221.2			221.7
Foreign government bonds		546.3			520.8			479.6			479.8			492.9
Asset and mortgage-backed securities		10,661.6			10,129.6			9,754.6			9,889.7			10,946.9
State and municipal bonds		233.5			226.4			226.6			906.6			1,464.9
Preferred stocks - redeemable		115.6			962.3			765.1			1,063.0			1,235.2
Common stocks		389.7			200.0			132.8			171.9			211.6
Preferred stocks - equity		59.1			54.1			42.9			64.4			71.4
Total available-for-sale securities		51,387.7			48,394.7			48,711.2			55,286.1			60,949.2
Trading securities		2,393.4			2,332.5			2,245.6			2,316.7			2,547.9
Mortgage loans on real estate		7,688.1			7,715.4			7,615.9			7,468.3			7,276.7
Real estate		126.6			125.2			129.2			159.2			154.3
Policy loans		2,867.2			2,921.1			2,905.6			2,896.9			2,893.0
Derivative investments		1,262.2			3,397.2			2,226.1			1,233.8			1,282.0
Other investments		1,193.0			1,624.1			1,476.2			1,187.1			1,079.6
Total investments		66,918.2			66,510.2			65,309.8			70,548.1			76,182.7
Cash and invested cash		1,846.6			5,589.0			5,389.1			2,402.0			3,160.5
DAC and VOBA		10,993.3			11,403.3			11,399.4			10,455.9			9,182.3
Premiums and fees receivable		418.4			449.5			462.7			400.2			323.4
Accrued investment income		891.1			814.1			865.0			881.5			943.2
Reinsurance recoverables		8,156.6			8,395.9			7,976.0			7,729.3			7,664.1
Reinsurance related derivative assets		9.2			31.2			106.9			45.8			-
Goodwill		3,778.9			3,696.4			3,096.4			3,096.4			3,096.4
Other assets		11,882.2			10,591.5			9,886.3			10,394.3			10,825.6
Separate account assets		68,385.4			55,654.7			52,935.3			61,090.9			70,111.0
Total Assets	$	173,279.9		$	163,135.8		$	157,426.9		$	167,044.4		$	181,489.2
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Future contract benefits	$	15,563.2		$	18,431.3		$	18,038.8		$	16,127.5		$	15,970.2
Other contract holder funds		60,044.1			60,569.7			61,254.8			62,427.2			63,956.0
Short-term debt		635.2			814.7			1,435.7			454.5			400.2
Long-term debt		4,569.4			4,731.0			4,344.9			4,775.1			4,788.6
Reinsurance related derivative liabilities		-			-			-			-			39.1
Funds withheld reinsurance liabilities		2,062.4			2,042.3			1,215.0			1,222.3			1,219.8
Deferred gain on indemnity reinsurance		638.5			619.5			547.7			529.1			510.8
Payables for collateral under securities loaned and derivatives		1,668.4			3,705.9			2,385.9			1,712.1			2,239.8
Other liabilities		10,213.1			8,589.9			7,945.3			9,630.8			10,598.2
Separate account liabilities		68,385.5			55,654.7			52,935.3			61,090.9			70,111.0
Total liabilities		163,779.8			155,159.0			150,103.4			157,969.5			169,833.7
Stockholders' Equity
Series A preferred stock		0.4			0.4			0.4			0.4			0.4
Series B preferred stock		-			-			-			-			799.9
Common stock		7,006.4			7,035.3			7,033.5			7,681.5			7,841.7
Retained earnings		4,303.6			3,744.6			3,264.7			3,100.4			3,234.0
Accumulated other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale securities		(1,903.7	)		(2,654.5	)		(2,699.5	)		(1,448.8	)		126.8
Unrealized other-than-temporary impairment on available- for-sale securities		-			-			(75.2	)		(117.7	)		(121.8	)
Net unrealized gain on derivative instruments		53.5			127.1			57.8			53.7			10.8
Foreign currency translation adjustment		121.2			6.3			23.2			91.5			68.2
Funded status of employee benefit plans		(81.3	)		(282.4	)		(281.4	)		(286.1	)		(304.5	)
Total accumulated other comprehensive income (loss)		(1,810.3	)		(2,803.5	)		(2,975.1	)		(1,707.4	)		(220.5	)
Total stockholders' equity		9,500.1			7,976.8			7,323.5			9,074.9			11,655.5
Total Liabilities and Stockholders' Equity	$	173,279.9		$	163,135.8		$	157,426.9		$	167,044.4		$	181,489.2
Share Data Per Common Share
Stockholders' equity per share	$	37.11		$	31.15		$	28.59		$	30.02		$	38.56
Book value, excluding AOCI		44.18			42.09			40.20			35.67			39.29
Common shares outstanding - assuming conversion of Series A preferred shares (in millions)		256.0			256.1			256.2			302.3			302.3

9/30/2009														PAGE 14
Balance Sheet Data - Segment Highlights
Unaudited (in millions)
	Retirement Solutions				Insurance Solutions
As of September 30, 2009			Defined				Group		Other
	Annuities		Contribution		Life		Protection		Operations (1)			Consolidated
Assets
Allocated investments and cash and invested cash (2)	$	21,785.4	$	12,826.9	$	34,946.1	$	2,233.4	$	7,551.4		$	79,343.2
DAC and VOBA		2,286.6		550.4		6,173.4		151.2		20.7			9,182.3
Goodwill		439.8		20.2		2,188.5		274.3		173.6			3,096.4
DSI and other intangibles		302.4		4.6		86.0		-		167.2			560.2
Reinsurance recoverables		578.8		-		2,846.7		38.7		4,199.9			7,664.1
Separate account assets		52,347.2		12,613.6		4,974.9		-		175.3			70,111.0
Liabilities and Capital
Future contract benefits		1,912.4		5.6		6,476.6		1,420.7		6,154.9			15,970.2
Other contract holder funds		19,370.3		12,152.2		30,701.7		175.2		1,556.6			63,956.0
Allocated capital (3)		2,310.6		1,010.3		8,153.4		1,058.3		(656.6	)		11,876.0
As of December 31, 2008
Assets
Allocated investments and cash and invested cash (2)	$	23,175.5	$	11,304.2	$	31,934.0	$	1,962.9	$	3,722.7		$	72,099.3
DAC and VOBA		2,976.9		883.3		7,383.5		145.9		13.7			11,403.3
Goodwill		1,039.8		20.2		2,188.5		274.3		173.6			3,696.4
DSI and other intangibles		260.7		4.6		89.0		-		169.5			523.8
Reinsurance recoverables		725.8		-		2,039.0		33.2		5,597.9			8,395.9
Separate accounts assets		40,849.5		10,579.7		4,063.5		-		162.0			55,654.7
Liabilities and Capital
Future contract benefits		3,958.0		24.8		6,379.9		1,378.4		6,690.2			18,431.3
Other contract holder funds		17,219.9		11,627.8		29,999.2		148.6		1,574.2			60,569.7
Allocated capital (3)		4,401.4		933.7		8,294.8		989.8		(3,839.4	)		10,780.3

(1)	Includes inter-segment eliminations.
(2)	Includes inter-segment cash management balances our segments utilize to borrow money to meet their short-term needs and also to invest short-term funds with other segments. These balances eliminate in consolidation.
(3)	Allocated capital is based on internal economic capital models plus certain other items (principally intangibles, including DAC and VOBA, goodwill and other items).

9/30/2009											PAGE 15
Retirement Solutions - Annuities
Income Statements and Operational Data
Unaudited (millions of dollars)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Operating Revenues
Insurance premiums (1)		$       52.1	$       33.7	$       27.1	$       32.5	$       17.3	-66.8%	$     102.7	$      76.9	-25.1%
Surrender charges		13.0	13.2	9.2	8.9	9.0	-30.8%	32.2	27.1	-15.8%
Expense assessments		233.3	200.7	171.5	185.3	214.3	-8.1%	716.9	571.1	-20.3%
Net investment income		243.1	235.5	240.4	243.9	271.5	11.7%	736.2	755.8	2.7%
Operating realized gain (loss) (2)		52.1	144.0	90.2	(101.9)	(60.8)	NM	74.7	(72.5)	NM
Other revenues and fees (3)		81.6	66.6	61.0	68.3	71.2	-12.7%	253.8	200.5	-21.0%
	Total Operating Revenues	675.2	693.7	599.4	437.0	522.5	-22.6%	1,916.5	1,558.9	-18.7%
Operating Expenses
Interest credited		170.0	201.4	161.1	164.0	185.4	9.1%	496.2	510.5	2.9%
Benefits (1) (4)		112.9	253.2	169.8	(57.5)	(43.0)	NM	199.5	69.3	-65.3%
Underwriting, acquisition, insurance and other expenses		253.7	548.0	205.9	253.9	268.1	5.7%	773.6	727.9	-5.9%
	Total Operating Expenses	536.6	1,002.6	536.8	360.4	410.5	-23.5%	1,469.3	1,307.7	-11.0%
Income (loss) from operations before federal income tax expense (benefit)		138.6	(308.9)	62.6	76.6	112.0	-19.2%	447.2	251.2	-43.8%
Federal income tax expense (benefit)		7.7	(137.2)	(11.3)	11.2	17.5	127.3%	82.3	17.5	-78.7%
	Income (Loss) from Operations	$     130.9	$    (171.7)	$       73.9	$       65.4	$      94.5	-27.8%	$     364.9	$     233.7	-36.0%
Effective Tax Rate		5.6%	44.4%	-18.1%	14.6%	15.6%		18.4%	7.0%
Average Equity		$   3,646.9	$   4,113.7	$   4,348.0	$   3,716.2	$  2,724.2		$   3,575.9	$  3,596.1
Return on Average Equity		14.4%	-16.7%	6.8%	7.0%	13.9%		13.6%	8.7%
Income (Loss) from Operations - Basis Points on Average Account Values - Annualized		72	(118)	52	42	55	(17)	66	50	(16)

Operating Realized Gain (Loss) (2)
Indexed annuity net derivatives results (4)		$         2.0	$        (0.5)	$        (0.2)	$         0.2	$        0.4	-80.0%	$           -	$        0.3	NM
GLB (5)		10.9	11.1	16.3	2.9	8.4	-22.9%	27.0	27.5	1.9%
GDB (6)		39.2	133.4	74.1	(104.9)	(69.6)	NM	47.7	(100.3)	NM
	Total Operating Realized Gain (Loss)	$       52.1	$     144.0	$       90.2	$    (101.8)	$     (60.8)	NM	$       74.7	$     (72.5)	NM

Underwriting, Acquisition, Insurance and Other Expenses
Commissions		$     160.9	$     132.7	$     124.6	$     157.2	$     185.3	15.2%	$     512.9	$     467.1	-8.9%
General and administrative expenses		83.1	86.8	72.1	76.2	82.5	-0.7%	243.2	230.8	-5.1%
Broker-dealer commissions and general and administrative expenses		78.5	73.3	64.1	69.2	73.6	-6.2%	252.8	206.9	-18.2%
Taxes, licenses and fees		6.4	5.7	5.7	6.7	6.3	-1.6%	24.5	18.7	-23.7%
	Total commissions and expenses incurred	328.9	298.5	266.5	309.3	347.7	5.7%	1,033.4	923.5	-10.6%
Less: commissions and expenses capitalized		(169.8)	(151.2)	(127.3)	(158.3)	(181.0)	-6.6%	(534.3)	(466.6)	12.7%
Amortization of DAC and VOBA, net of interest		94.6	400.7	66.7	102.9	101.4	7.2%	274.5	271.0	-1.3%
Total Underwriting, Acquisition, Insurance and Other Expenses		$     253.7	$     548.0	$     205.9	$     253.9	$     268.1	5.7%	$     773.6	$     727.9	-5.9%

General and Administrative Expenses - Basis Points on Average Account Values - Annualized (7)             46             59             51             49             48               2             44             49               5

(1)	Includes our single premium immediate annuities, which have a corresponding offset to benefits for changes in reserves.
(2)	Included in income (loss) from operations.
(3)	Primarily broker-dealer revenues.
(4)	See note (3) on page 6 for details.
(5)	See note (4) on page 6 for details.
(6)	See note (5) on page 6 for details.
(7)	Includes distribution costs.

9/30/2009																						PAGE 16
Retirement Solutions - Annuities
DAC, VOBA, DFEL and DSI Roll Forwards
Unaudited (millions of dollars)
	For the Three Months Ended															For the Nine Months Ended
	Sept.			Dec.			March			June			Sept.			Sept.			Sept.
DAC and VOBA	2008			2008			2009			2009			2009			2008			2009
Balance as of beginning-of-period	$	2,855.5		$	3,157.9		$	2,976.9		$	3,056.6		$	2,698.1		$	2,477.0		$	2,976.9
Inter-segment transfer		-			-			-			-			-			(6.9	)		-
Deferrals		169.8			151.2			127.3			158.2			181.0			534.3			466.6
Amortization, net of interest:
Unlocking		(32.8	)		(424.5	)		(62.6	)		77.4			43.1			(33.0	)		57.9
Other amortization		(61.8	)		23.8			(4.1	)		(180.3	)		(144.5	)		(241.4	)		(328.9	)
Deferrals, net of amortization included in underwriting, acquisition, insurance and other expenses		75.2			(249.5	)		60.6			55.3			79.6			259.9			195.6
Adjustment related to realized (gains) losseson available-for-sale securities and derivatives		(25.4	)		(232.7	)		(12.2	)		21.1			24.5			(43.3	)		33.4
Adjustment related to unrealized (gains) losses on available-for-sale securities and derivatives		252.6			301.2			31.3			(434.9	)		(515.6	)		471.2			(919.3	)
Balance as of End-of-Period	$	3,157.9		$	2,976.9		$	3,056.6		$	2,698.1		$	2,286.6		$	3,157.9		$	2,286.6

DFEL
Balance as of beginning-of-period	$	151.0		$	160.5		$	130.3		$	134.5		$	146.5		$	130.9		$	130.3
Deferrals		13.0			11.4			10.6			12.3			15.8			38.3			38.7
Amortization, net of interest:
Unlocking		(1.8	)		(36.4	)		(7.2	)		16.7			(0.9	)		(1.6	)		8.6
Other amortization		0.7			10.1			5.4			(13.7	)		(1.0	)		(5.0	)		(9.3	)
Deferrals, net of amortization included in expense assessments		11.9			(14.9	)		8.8			15.3			13.9			31.7			38.0
Adjustment related to realized gains (losses)on available-for-sale securities and derivatives		(2.4	)		(15.3	)		(4.4	)		(3.3	)		1.7			(2.1	)		(6.0	)
Adjustment related to unrealized gains (losses) on available-for-sale securities and derivatives		-			-			(0.2	)		-			0.1			-			(0.1	)
Balance as of End-of-Period	$	160.5		$	130.3		$	134.5		$	146.5		$	162.2		$	160.5		$	162.2

DSI
Balance as of beginning-of-period	$	312.1		$	326.3		$	260.7		$	277.2		$	286.6		$	278.8		$	260.7
Inter-segment transfer		-			-			-			-			-			(1.3	)		-
Deferrals		24.6			18.8			15.7			18.7			20.0			76.4			54.4
Amortization, net of interest:
Unlocking		(2.7	)		(48.0	)		(5.6	)		7.4			6.3			(2.3	)		8.1
Other amortization		(5.4	)		4.5			1.1			(18.7	)		(14.1	)		(20.1	)		(31.7	)
Deferrals, net of amortization included in interest credited		16.5			(24.7	)		11.2			7.4			12.2			54.0			30.8
Adjustment related to realized (gains) losses on available-for-sale securities		(2.3	)		(40.9	)		5.2			2.6			3.2			(5.2	)		11.0
Adjustment related to unrealized (gains) losses on available-for-sale securities and derivatives		-			-			0.1			(0.6	)		0.4			-			(0.1	)
Balance as of End-of-Period	$	326.3		$	260.7		$	277.2		$	286.6		$	302.4		$	326.3		$	302.4

9/30/2009											PAGE 17
Retirement Solutions - Annuities
Account Value Roll Forwards and Information
Unaudited (in billions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Fixed Annuities
Balance as of beginning-of-period		$ 17.799	$ 17.689	$ 17.655	$ 17.854	$ 18.596	4.5%	$ 17.822	$ 17.655	-0.9%
Gross deposits		1.276	1.233	1.361	1.774	2.025	58.7%	3.807	5.160	35.5%
Withdrawals and deaths		(0.787)	(0.836)	(0.765)	(0.638)	(0.510)	35.2%	(1.991)	(1.913)	3.9%
Net flows		0.489	0.397	0.596	1.136	1.515	209.8%	1.816	3.247	78.8%
Transfers to variable annuities		(0.742)	(0.581)	(0.558)	(0.582)	(0.610)	17.8%	(2.219)	(1.750)	21.1%
Inter-segment transfer		-	-	-	-	-	NM	(0.089)	-	100.0%
Interest credited		0.119	0.132	0.145	0.169	0.246	106.7%	0.283	0.560	97.9%
Sales inducements deferred		0.024	0.018	0.016	0.019	0.019	-20.8%	0.076	0.054	-28.9%
	Balance as of End-of-Period (Gross)	17.689	17.655	17.854	18.596	19.766	11.7%	17.689	19.766	11.7%
Reinsurance ceded		(1.196)	(1.125)	(1.094)	(1.065)	(1.049)	12.3%	(1.196)	(1.049)	12.3%
	Balance as of End-of-Period (Net of Ceded) (1)	$ 16.493	$ 16.530	$ 16.760	$ 17.531	$ 18.717	13.5%	$ 16.493	$ 18.717	13.5%

Variable Annuities
Balance as of beginning-of-period		$ 55.854	$ 49.982	$ 40.925	$ 39.301	$ 45.523	-18.5%	$ 58.643	$ 40.925	-30.2%
Gross deposits		1.672	1.087	0.827	0.851	1.063	-36.4%	5.603	2.741	-51.1%
Withdrawals and deaths		(1.217)	(1.108)	(0.993)	(0.944)	(0.977)	19.7%	(3.705)	(2.914)	21.3%
Net flows		0.455	(0.021)	(0.166)	(0.093)	0.086	-81.1%	1.898	(0.173)	NM
Transfers from fixed annuities		0.742	0.579	0.558	0.582	0.609	-17.9%	2.218	1.749	-21.1%
Inter-segment transfer		-	-	-	-	-	NM	(0.206)	-	100.0%
Investment increase and change in market value		(7.069)	(9.615)	(2.016)	5.733	6.211	187.9%	(12.571)	9.928	179.0%
	Balance as of End-of-Period (2)	$ 49.982	$ 40.925	$ 39.301	$ 45.523	$ 52.429	4.9%	$ 49.982	$ 52.429	4.9%

Total Annuities
Balance as of beginning-of-period		$ 73.653	$ 67.671	$ 58.580	$ 57.155	$ 64.119	-12.9%	$ 76.465	$ 58.580	-23.4%
Gross deposits		2.948	2.320	2.188	2.625	3.088	4.7%	9.410	7.901	-16.0%
Withdrawals and deaths		(2.004)	(1.944)	(1.758)	(1.582)	(1.487)	25.8%	(5.696)	(4.827)	15.3%
Net flows		0.944	0.376	0.430	1.043	1.601	69.6%	3.714	3.074	-17.2%
Transfers between fixed and variable accounts		-	(0.002)	-	-	(0.001)	NM	(0.001)	(0.001)	0.0%
Inter-segment transfer		-	-	-	-	-	NM	(0.295)	-	100.0%
Interest credited and change in market value		(6.950)	(9.483)	(1.871)	5.902	6.457	192.9%	(12.288)	10.488	185.4%
Sales inducements deferred		0.024	0.018	0.016	0.019	0.019	-20.8%	0.076	0.054	-28.9%
	Balance as of End-of-Period (Gross)	67.671	58.580	57.155	64.119	72.195	6.7%	67.671	72.195	6.7%
Reinsurance ceded		(1.196)	(1.125)	(1.094)	(1.065)	(1.049)	12.3%	(1.196)	(1.049)	12.3%
	Balance as of End-of-Period (Net of Ceded)	$ 66.475	$ 57.455	$ 56.061	$ 63.054	$ 71.146	7.0%	$ 66.475	$ 71.146	7.0%

Variable Annuities Under Agreement - Included Above  $   0.099  $   0.076  $   0.069  $   0.076  $  0.082 -17.2%  $   0.099  $  0.082 -17.2%

Incremental Deposits: (3)
Fixed annuities	$   1.265	$   1.225	$   1.358	$   1.774	$  2.023	59.9%	$   3.786	$   5.155	36.2%
Variable annuities	1.651	1.076	0.824	0.849	1.059	-35.9%	5.532	2.732	-50.6%
Total Incremental Deposits	$   2.916	$   2.301	$   2.182	$   2.623	$  3.082	5.7%	$   9.318	$  7.887	-15.4%

(1)	Includes the fixed portion of variable annuities.
(2)	Excludes the fixed portion of variable annuities.
(3)	Represents gross deposits reduced by transfers from other Lincoln products.

9/30/2009										PAGE 18
Retirement Solutions - Annuities
Account Value Information
Unaudited (billions of dollars)
	For the Three Months Ended						For the Nine Months Ended
	Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
	2008	2008	2009	2009	2009	Change	2008	2009	Change
Fixed Annuities, Excluding Fixed Portion of Variable Contracts
Deposits	$   0.164	$   0.142	$   0.235	$   0.248	$   0.414	152.4%	$   0.387	$  0.897	131.8%
Withdrawals and deaths	(0.549)	(0.504)	(0.396)	(0.320)	(0.291)	47.0%	(1.332)	(1.007)	24.4%
Net flows	$  (0.385)	$  (0.362)	$  (0.161)	$  (0.072)	$   0.123	131.9%	$  (0.945)	$ (0.110)	88.4%
Gross fixed contract account values	$   9.305	$   9.035	$   8.959	$   8.981	$   9.219	-0.9%	$   9.305	$   9.219	-0.9%
Reinsurance ceded	(1.196)	(1.125)	(1.094)	(1.065)	(1.049)	12.3%	(1.196)	(1.049)	12.3%
Net fixed contract account values	$   8.109	$   7.910	$   7.865	$   7.916	$   8.170	0.8%	$   8.109	$   8.170	0.8%
Indexed Annuities
Deposits	$   0.215	$   0.289	$   0.367	$   0.651	$  0.846	293.5%	$   0.789	$   1.864	136.2%
Withdrawals and deaths	(0.114)	(0.142)	(0.214)	(0.187)	(0.115)	-0.9%	(0.300)	(0.516)	-72.0%
Net flows	$   0.101	$   0.147	$   0.153	$   0.464	$   0.731	NM	$   0.489	$   1.348	175.7%
Indexed Annuity Account Values	$   4.836	$   5.003	$   5.195	$   5.716	$  6.557	35.6%	$   4.836	$  6.557	35.6%
Fixed Portion of Variable Contracts
Deposits	$   0.896	$   0.802	$   0.759	$   0.875	$  0.765	-14.6%	$   2.631	$  2.399	-8.8%
Withdrawals and deaths	(0.124)	(0.191)	(0.155)	(0.131)	(0.104)	16.1%	(0.358)	(0.390)	-8.9%
Net flows	$   0.772	$   0.611	$   0.604	$   0.744	$   0.661	-14.4%	$   2.273	$  2.009	-11.6%
Fixed Portion of Variable Contract Account Values	$   3.547	$   3.617	$   3.699	$   3.899	$  3.990	12.5%	$   3.547	$  3.990	12.5%
Variable Annuities, Including Fixed Portion of Variable Contracts
Deposits	$   2.568	$   1.890	$   1.586	$   1.726	$   1.829	-28.8%	$   8.234	$   5.141	-37.6%
Withdrawals and deaths	(1.340)	(1.300)	(1.148)	(1.075)	(1.082)	19.3%	(4.062)	(3.305)	18.6%
Net flows	$   1.228	$   0.590	$   0.438	$   0.651	$  0.747	-39.2%	$   4.172	$   1.836	-56.0%
Variable Contract Account Values	$ 53.530	$ 44.542	$ 43.000	$ 49.422	$ 56.419	5.4%	$ 53.530	$ 56.419	5.4%
Average Daily Variable Annuity Separate Account Values	$ 54.717	$ 40.743	$ 39.035	$ 43.828	$ 49.135	-10.2%	$ 55.929	$ 44.036	-21.3%

9/30/2009										PAGE 19
Retirement Solutions - Annuities
Interest Rate Spread Information, GLB Expense Assessments,
GLB Attributed Fee and GLB Account Values by Type
Unaudited (billions of dollars)
	For the Three Months Ended						For the Nine Months Ended
	Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
	2008	2008	2009	2009	2009	Change	2008	2009	Change
						(Basis Point)			(Basis Point)
Interest Rate Spread (1)						Change			Change
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses (2)	5.82%	5.65%	5.28%	5.44%	5.68%	(14)	5.85%	5.47%	(38)
Commercial mortgage loan prepayment and bond make whole premiums	0.02%	0.02%	0.00%	0.01%	0.02%	-	0.02%	0.01%	(1)
Alternative investments	0.00%	-0.04%	-0.01%	0.00%	0.01%	1	-0.01%	0.00%	1
Net investment income yield on reserves	5.84%	5.63%	5.27%	5.45%	5.71%	(13)	5.86%	5.48%	(38)
Interest rate credited to contract holders (3)	3.95%	3.87%	3.84%	3.63%	3.98%	3	3.83%	3.81%	(2)
Interest rate spread	1.89%	1.76%	1.43%	1.82%	1.73%	(16)	2.03%	1.67%	(36)

Variable Annuity Expense Assessments(in millions) (4)  $     276.0  $     244.7  $     213.2  $     232.8  $     266.1 -3.6%  $     834.6  $     712.1 -14.7%

GLB Expense Assessments (in millions) (5)  $       45.5  $       46.2  $       47.9  $       50.6  $      54.7 20.2%  $     127.8  $     153.2 19.9%

Components of Attributed Fees on GLB (in millions)
Attributed fee included in operating revenues and income (loss) from operations (6)	$       17.9	$       18.3	$       16.2	$       16.9	$      17.5	-2.2%	$       50.7	$      50.6	-0.2%
Attributed fee excluded from operating revenues andincome (loss) from operations (7)	24.8	25.7	25.5	30.6	34.3	38.3%	66.9	90.4	35.1%
Total Attributed Fees on GLB	$       42.7	$       44.0	$       41.7	$       47.5	$      51.8	21.3%	$     117.6	$     141.0	19.9%

GLB Account Values by Type (8)
Guaranteed withdrawal benefits (9)		$   16.613	$   14.785	$   14.910	$   17.973	$   21.462	29.2%	$   16.613	$   21.462	29.2%
Guaranteed income benefits (10)		7.899	6.780	6.623	7.708	8.835	11.8%	7.899	8.835	11.8%
	Total GLB Account Values	$   24.512	$   21.565	$   21.533	$   25.681	$   30.297	23.6%	$   24.512	$   30.297	23.6%

(1)	For the annuity products spread, the yield on earning assets is calculated as net investment income on fixed product investment portfolios divided by average invested assets on reserves. We exclude net investment income earned on investments supporting statutory surplus, reverse repurchase agreement interest expense and inter-segment cash management account interest expense from our yield and spread calculations. The average crediting rate is calculated using interest credited before DSI amortization, plus the immediate annuity reserve change (included within benefits), divided by average fixed account values net of co-insured account values. Fixed account values reinsured under modified co-insurance agreements are included in account values for this calculation since assets (and therefore margin) are retained under these agreements.
(2)	Our yields on net investment income have been lowered due to holding higher cash balances related to our short-term liquidity strategy during recent volatile markets. The increased cash and short-term investment balances for the three months ended March 2009, June 2009, September 2009 and the nine months ended September 2009 reduced our yields by approximately 40 bps, 33 bps, 3 bps and 25 bps, respectively.
(3)	During the third quarter of 2009, we corrected a second quarter of 2009 misclassification between benefits and interest credited that resulted in a 17 bps increased crediting rate for the third quarter of 2009. This misclassification did not impact the results for the first nine months of 2009.
(4)	Comprised of the variable annuity expense assessments included in the expense assessments line item on page 15 and the amounts presented in the components of attributed fees on GLB, as described in footnotes 5 and 6 and disclosed above.
(5)	Comprised of the GLB expense assessments included in the expense assessments line item on page 15 and the amounts presented in the components of attributed fees on GLB, as described in footnotes 5 and 6 and disclosed above.
(6)	Includes the risk/profit margin portion of the GLB attributed rider fees in operating realized gain (loss) and the amount reported in expense assessments. See note (4) on page 6 for further discussion.
(7)	Includes the net valuation premium of the GLB attributed rider fees in excluded realized gain (loss). See note (8) on page 6 for further discussion.
(8)	As of March 31, 2009, we modified our presentation of these period end balances to reflect the amounts net of reinsurance and adjusted all prior periods accordingly.
(9)	Guaranteed withdrawal benefits include features that offer the contract holder a guarantee equal to the initial deposit (or contract value, if elected after issue), adjusted for any subsequent purchase payments or withdrawals.
(10)	For our guaranteed income benefits, we offer other product riders allowing variable annuity contract holders access and control during the income distribution phase of their contract.  This added flexibility allows the contract holder to access the account value for transfers, additional withdrawals and other service features, such as portfolio rebalancing.

9/30/2009											PAGE 20
Retirement Solutions - Defined Contribution
Income Statements, Operational Data and DAC, VOBA and DSI Roll Forwards
Unaudited (millions of dollars)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Operating Revenues
Surrender charges		$       1.3	$       1.5	$       1.0	$       1.3	$       1.3	0.0%	$       4.7	$      3.6	-23.4%
Expense assessments		54.6	42.7	39.6	43.4	46.5	-14.8%	173.2	129.5	-25.2%
Net investment income		180.9	167.6	175.5	175.6	189.8	4.9%	527.4	540.9	2.6%
Operating realized gain (loss) (1)		0.2	3.5	6.6	(8.4)	(4.7)	NM	0.2	(6.5)	NM
Other revenues and fees		3.8	2.6	2.4	3.1	2.9	-23.7%	12.4	8.4	-32.3%
Total Operating Revenues		240.8	217.9	225.1	215.0	235.8	-2.1%	717.9	675.9	-5.9%
Operating Expenses
Interest credited		106.8	109.8	111.5	112.0	110.9	3.8%	319.7	334.4	4.6%
Benefits		0.2	13.5	6.4	(11.6)	(6.4)	NM	0.3	(11.6)	NM
Underwriting, acquisition, insurance and other expenses		76.8	111.9	70.8	76.3	71.9	-6.4%	228.5	219.0	-4.2%
Total Operating Expenses		183.8	235.2	188.7	176.7	176.4	-4.0%	548.5	541.8	-1.2%
Income (loss) from operations before federal income tax expense (benefit)		57.0	(17.3)	36.4	38.3	59.4	4.2%	169.4	134.1	-20.8%
Federal income tax expense (benefit)		14.7	(16.2)	6.6	10.6	16.8	14.3%	45.5	34.0	-25.3%
	Income (Loss) from Operations	$     42.3	$      (1.1)	$     29.8	$     27.7	$     42.6	0.7%	$   123.9	$   100.1	-19.2%
Effective Tax Rate		25.8%	93.6%	18.1%	27.7%	28.3%		26.9%	25.4%
Average Equity		$   961.9	$   952.2	$   983.3	$ 1,031.5	$1,020.2		$   934.0	$ 1,011.7
Return on Average Equity		17.6%	(0.5%)	12.1%	10.7%	16.7%		17.7%	13.2%

Income (Loss) from Operations - Basis Points on Average Account Values - Annualized	49	(1)	42	37	52	3	47	44	(3)
Operating Realized Gain (Loss) (1)
GLB (2)	$       0.1	$       0.1	$       0.1	$         -	$         -	-100.0%	$       0.1	$       0.1	0.0%
GDB (3)	0.1	3.4	6.5	(8.4)	(4.7)	NM	0.1	(6.6)	NM
Total Operating Realized Gain (Loss)	$       0.2	$       3.5	$       6.6	$      (8.4)	$     (4.7)	NM	$       0.2	$     (6.5)	NM

Underwriting, Acquisition, Insurance and Other Expenses
Commissions		$     17.2	$     16.0	$     14.0	$     15.5	$     16.4	-4.7%	$     56.3	$     45.9	-18.5%
General and administrative expenses		52.7	63.3	53.6	53.7	53.4	1.3%	156.6	160.7	2.6%
Taxes, licenses and fees		3.1	2.8	3.6	3.0	2.7	-12.9%	10.5	9.3	-11.4%
Total commissions and expenses incurred		73.0	82.1	71.2	72.2	72.5	-0.7%	223.4	215.9	-3.4%
Less: commissions and expenses capitalized		(19.7)	(28.2)	(18.3)	(17.0)	(15.4)	21.8%	(65.5)	(50.7)	22.6%
Amortization of DAC and VOBA, net of interest		23.5	58.0	17.9	21.1	14.8	-37.0%	70.6	53.8	-23.8%
	Total Underwriting, Acquisition, Insurance and Other Expenses	$     76.8	$   111.9	$     70.8	$     76.3	$     71.9	-6.4%	$   228.5	$   219.0	-4.2%

General and Administrative Expenses - Basis Points on Average Account Values - Annualized (4)           61           86           76           71           65             4           60           71           11

DAC and VOBA
Balance as of beginning-of-period			$   629.7	$   744.8	$   883.3	$   918.2	$   762.7	$   513.8	$   883.3
Inter-segment transfer			-	-	-	-	-	6.9	-
Deferrals			19.7	28.2	18.3	17.0	15.4	65.5	50.7
Amortization, net of interest:
Unlocking			(2.8)	(48.6)	(4.1)	2.7	9.4	(5.2)	8.0
Other amortization			(20.7)	(9.4)	(13.8)	(23.8)	(24.2)	(65.4)	(61.8)
	Deferrals, net of amortization included in underwriting, acquisition, insurance and other expenses		(3.8)	(29.8)	0.4	(4.1)	0.6	(5.1)	(3.1)
Adjustment related to realized (gains) losses
on available-for-sale securities			4.6	5.6	2.5	6.0	2.5	6.2	11.0
Adjustment related to unrealized (gains) losses
on available-for-sale securities			114.3	162.7	32.0	(157.4)	(215.4)	223.0	(340.8)
		Balance as of End-of-Period	$   744.8	$   883.3	$   918.2	$   762.7	$   550.4	$   744.8	$   550.4

DSI
Balance as of beginning-of-period			$       2.0	$       2.0	$       2.0	$       2.2	$      2.5	$       0.4	$      2.0
Inter-segment transfer			-	-	-	-	-	1.3	-
Deferrals			-	0.2	0.2	0.4	0.2	0.4	0.8
Amortization, net of interest:
Unlocking			-	(0.2)	(0.1)	0.1	0.1	(0.1)	0.1
Other amortization			(0.1)	0.1	0.1	(0.2)	(0.2)	(0.1)	(0.3)
	Deferrals, net of amortization included ininterest credited		(0.1)	0.1	0.2	0.3	0.1	0.2	0.6
Adjustment related to realized (gains) losses
on available-for-sale securities			0.1	(0.1)	-	-	-	0.1	-
		Balance as of End-of-Period	$       2.0	$       2.0	$       2.2	$       2.5	$      2.6	$       2.0	$      2.6

(1)	Included in income (loss) from operations.
(2)	See note (4) on page 6 for details.
(3)	See note (5) on page 6 for details.
(4)	Includes distribution costs.

9/30/2009											PAGE 21
Retirement Solutions - Defined Contribution
Account Value Roll Forwards and Information
Unaudited (in billions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Fixed Annuities
Balance as of beginning-of-period		$ 11.294	$ 11.418	$ 11.638	$ 11.924	$ 12.070	6.9%	$ 10.889	$ 11.638	6.9%
Gross deposits		0.290	0.279	0.409	0.328	0.306	5.5%	0.902	1.043	15.6%
Withdrawals and deaths		(0.411)	(0.387)	(0.383)	(0.326)	(0.327)	20.4%	(1.161)	(1.036)	10.8%
Net flows		(0.121)	(0.108)	0.026	0.002	(0.021)	82.6%	(0.259)	0.007	102.7%
Transfers from variable annuities		0.136	0.214	0.150	0.037	(0.003)	NM	0.381	0.184	-51.7%
Inter-segment transfer		-	-	-	-	-	NM	0.089	-	-100.0%
Interest credited		0.109	0.114	0.110	0.107	0.112	2.8%	0.318	0.329	3.5%
	Balance as of End-of-Period (1)	$ 11.418	$ 11.638	$ 11.924	$ 12.070	$ 12.158	6.5%	$ 11.418	$ 12.158	6.5%

Variable Annuities
Balance as of beginning-of-period		$ 16.195	$ 13.480	$ 10.588	$   9.721	$ 11.102	-31.4%	$ 17.876	$ 10.588	-40.8%
Gross deposits		0.532	0.403	0.418	0.368	0.387	-27.3%	1.767	1.173	-33.6%
Withdrawals and deaths		(0.723)	(0.506)	(0.412)	(0.416)	(0.471)	34.9%	(2.202)	(1.299)	41.0%
Net flows		(0.191)	(0.103)	0.006	(0.048)	(0.084)	56.0%	(0.435)	(0.126)	71.0%
Transfers to fixed annuities		(0.117)	(0.143)	(0.166)	(0.019)	0.021	117.9%	(0.318)	(0.164)	48.4%
Inter-product transfer (2)		(0.553)	-	-	-	-	100.0%	(0.553)	-	100.0%
Inter-segment transfer		-	-	-	-	-	NM	0.206	-	-100.0%
Investment increase and change in market value		(1.854)	(2.646)	(0.707)	1.448	1.581	185.3%	(3.296)	2.322	170.4%
	Balance as of End-of-Period (3)	$ 13.480	$ 10.588	$   9.721	$ 11.102	$ 12.620	-6.4%	$ 13.480	$ 12.620	-6.4%

Total Annuities
Balance as of beginning-of-period		$ 27.489	$ 24.898	$ 22.226	$ 21.645	$ 23.172	-15.7%	$ 28.765	$ 22.226	-22.7%
Gross deposits		0.822	0.682	0.827	0.696	0.693	-15.7%	2.669	2.216	-17.0%
Withdrawals and deaths		(1.134)	(0.893)	(0.795)	(0.742)	(0.798)	29.6%	(3.363)	(2.335)	30.6%
Net flows		(0.312)	(0.211)	0.032	(0.046)	(0.105)	66.3%	(0.694)	(0.119)	82.9%
Transfers between fixed and variable accounts		0.019	0.071	(0.016)	0.018	0.018	-5.3%	0.063	0.020	-68.3%
Inter-product transfer (2)		(0.553)	-	-	-	-	100.0%	(0.553)	-	100.0%
Inter-segment transfer		-	-	-	-	-	NM	0.295	-	-100.0%
Interest credited and change in market value		(1.745)	(2.532)	(0.597)	1.555	1.693	197.0%	(2.978)	2.651	189.0%
	Balance as of End-of-Period	$ 24.898	$ 22.226	$ 21.645	$ 23.172	$ 24.778	-0.5%	$ 24.898	$ 24.778	-0.5%

Alliance and Smart Future Mutual Funds
Balance as of beginning-of-period		$   7.553	$   7.675	$   6.652	$   6.848	$   8.155	8.0%	$   7.293	$  6.652	-8.8%
Plan/participant rollovers		0.215	0.249	0.338	0.071	0.057	-73.5%	0.721	0.466	-35.4%
Additional contributions		0.297	0.310	0.396	0.363	0.353	18.9%	0.916	1.112	21.4%
Gross deposits		0.512	0.559	0.734	0.434	0.410	-19.9%	1.637	1.578	-3.6%
Withdrawals and deaths		(0.107)	(0.177)	(0.109)	(0.132)	(0.161)	-50.5%	(0.333)	(0.402)	-20.7%
	Net flows	0.405	0.382	0.625	0.302	0.249	-38.5%	1.304	1.176	-9.8%
Transfers		(0.024)	(0.079)	-	(0.008)	(0.003)	87.5%	(0.120)	(0.011)	90.8%
Inter-product transfer (2)		0.553	-	-	-	-	-100.0%	0.553	-	-100.0%
Interest credited and change in market value		(0.812)	(1.326)	(0.429)	1.013	1.143	240.8%	(1.355)	1.727	227.5%
	Balance as of End-of-Period (4)	$   7.675	$   6.652	$   6.848	$   8.155	$  9.544	24.4%	$   7.675	$  9.544	24.4%

Total Annuities and Mutual Funds
Balance as of beginning-of-period		$ 35.042	$ 32.573	$ 28.878	$ 28.493	$ 31.327	-10.6%	$ 36.058	$ 28.878	-19.9%
Gross deposits		1.334	1.241	1.561	1.130	1.103	-17.3%	4.306	3.794	-11.9%
Withdrawals and deaths		(1.241)	(1.070)	(0.904)	(0.874)	(0.959)	22.7%	(3.696)	(2.737)	25.9%
Net flows		0.093	0.171	0.657	0.256	0.144	54.8%	0.610	1.057	73.3%
Transfers		(0.005)	(0.008)	(0.016)	0.010	0.015	NM	(0.057)	0.009	115.8%
Inter-segment transfer		-	-	-	-	-	NM	0.295	-	-100.0%
Interest credited and change in market value		(2.557)	(3.858)	(1.026)	2.568	2.836	210.9%	(4.333)	4.378	201.0%
	Balance as of End-of-Period	$ 32.573	$ 28.878	$ 28.493	$ 31.327	$ 34.322	5.4%	$ 32.573	$ 34.322	5.4%

Variable Annuities Under Agreement - Included Above  $   0.011  $   0.008  $   0.007  $   0.008  $  0.009 -18.2%  $   0.011  $  0.009 -18.2%

Incremental Deposits: (5)
Fixed annuities		$   0.225	$   0.361	$   0.407	$   0.327	$  0.305	35.6%	$   0.768	$   1.039	35.3%
Variable annuities		0.524	0.398	0.418	0.367	0.387	-26.1%	1.745	1.172	-32.8%
Total annuities incremental deposits		0.749	0.759	0.825	0.694	0.692	-7.6%	2.513	2.211	-12.0%
Total Alliance mutual funds incremental deposits		0.511	0.560	0.734	0.434	0.410	-19.8%	1.637	1.578	-3.6%
	Total Incremental Deposits	$   1.260	$   1.319	$   1.559	$   1.128	$   1.102	-12.5%	$   4.150	$  3.789	-8.7%

(1)	Includes fixed annuity products offered under our mutual fund products and the fixed portion of variable annuities.
(2)	On 9/30/08, the Lincoln Employee 401(k) Plan transferred from Director to Alliance in the amount of $653 million, of which $100 million transferred within fixed annuities and therefore is not depicted on this roll forward.
(3)	Excludes the fixed portion of variable annuities.
(4)	Represents amounts attributable to mutual fund net flows. Mutual fund account values are not included in the separate accounts reported on our Consolidated Balance Sheets, as we do not have any ownership interest in them.
(5)	Represents gross deposits reduced by transfers from other Lincoln products.

9/30/2009											PAGE 22
Retirement Solutions - Defined Contribution
Account Value Roll Forwards by Product
Unaudited (in billions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Total Micro - Small Segment
Balance as of beginning-of-period		$   7.286	$   5.790	$   4.888	$   4.710	$  5.234	-28.2%	$   7.798	$  4.888	-37.3%
Gross deposits		0.389	0.255	0.306	0.256	0.290	-25.4%	1.276	0.852	-33.2%
Withdrawals and deaths		(0.465)	(0.311)	(0.266)	(0.268)	(0.319)	31.4%	(1.429)	(0.853)	40.3%
Net flows		(0.076)	(0.056)	0.040	(0.012)	(0.029)	61.8%	(0.153)	(0.001)	99.3%
Transfers between fixed and variable accounts		-	0.004	(0.004)	-	-	NM	(0.012)	(0.004)	66.7%
Inter-product transfer (1)		(0.653)	-	-	-	-	100.0%	(0.653)	-	100.0%
Investment increase and change in market value		(0.767)	(0.850)	(0.214)	0.536	0.580	175.6%	(1.190)	0.902	175.8%
	Balance as of End-of-Period	$   5.790	$   4.888	$   4.710	$   5.234	$  5.785	-0.1%	$   5.790	$  5.785	-0.1%

Total Mid - Large Segment
Balance as of beginning-of-period		$   9.985	$ 10.310	$   9.540	$   9.920	$ 11.425	14.4%	$   9.463	$  9.540	0.8%
Gross deposits		0.687	0.729	1.026	0.661	0.617	-10.2%	2.203	2.304	4.6%
Withdrawals and deaths		(0.222)	(0.191)	(0.233)	(0.211)	(0.259)	-16.7%	(0.680)	(0.703)	-3.4%
Net flows		0.465	0.538	0.793	0.450	0.358	-23.0%	1.523	1.601	5.1%
Transfers between fixed and variable accounts		(0.004)	(0.011)	(0.013)	0.010	0.016	NM	(0.043)	0.013	130.2%
Inter-product transfer (1)		0.653	-	-	-	-	-100.0%	0.653	-	-100.0%
Investment increase and change in market value		(0.789)	(1.297)	(0.400)	1.045	1.173	248.7%	(1.286)	1.818	241.4%
	Balance as of End-of-Period	$ 10.310	$   9.540	$   9.920	$ 11.425	$ 12.972	25.8%	$ 10.310	$ 12.972	25.8%

Total Multi-Fund® and Other Variable Annuities
Balance as of beginning-of-period		$ 17.771	$ 16.473	$ 14.450	$ 13.863	$ 14.668	-17.5%	$ 18.797	$ 14.450	-23.1%
Gross deposits		0.258	0.257	0.229	0.213	0.196	-24.0%	0.827	0.638	-22.9%
Withdrawals and deaths		(0.554)	(0.568)	(0.405)	(0.395)	(0.381)	31.2%	(1.587)	(1.181)	25.6%
Net flows		(0.296)	(0.311)	(0.176)	(0.182)	(0.185)	37.5%	(0.760)	(0.543)	28.6%
Transfers between fixed and variable accounts		(0.001)	(0.001)	0.001	-	(0.001)	0.0%	(0.002)	-	100.0%
Inter-segment transfer		-	-	-	-	-	NM	0.295	-	-100.0%
Investment increase and change in market value		(1.001)	(1.711)	(0.412)	0.987	1.083	208.2%	(1.857)	1.658	189.3%
	Balance as of End-of-Period	$ 16.473	$ 14.450	$ 13.863	$ 14.668	$ 15.565	-5.5%	$ 16.473	$ 15.565	-5.5%

Total Annuities and Mutual Funds
Balance as of beginning-of-period		$ 35.042	$ 32.573	$ 28.878	$ 28.493	$ 31.327	-10.6%	$ 36.058	$ 28.878	-19.9%
Gross deposits		1.334	1.241	1.561	1.130	1.103	-17.3%	4.306	3.794	-11.9%
Withdrawals and deaths		(1.241)	(1.070)	(0.904)	(0.874)	(0.959)	22.7%	(3.696)	(2.737)	25.9%
Net flows		0.093	0.171	0.657	0.256	0.144	54.8%	0.610	1.057	73.3%
Transfers between fixed and variable accounts		(0.005)	(0.008)	(0.016)	0.010	0.015	NM	(0.057)	0.009	115.8%
Inter-segment transfer		-	-	-	-	-	NM	0.295	-	-100.0%
Investment increase and change in market value		(2.557)	(3.858)	(1.026)	2.568	2.836	210.9%	(4.333)	4.378	201.0%
	Balance as of End-of-Period (2)	$ 32.573	$ 28.878	$ 28.493	$ 31.327	$ 34.322	5.4%	$ 32.573	$ 34.322	5.4%

(1)	On 9/30/08, the Lincoln Employee 401(k) Plan transferred from Director to Alliance in the amount of $653 million.
(2)	Includes mutual fund account values. Mutual fund account values are not included in the separate accounts reported on our Consolidated Balance Sheets, as we do not have any ownership interest in them.

9/30/2009										PAGE 23
Retirement Solutions - Defined Contribution
Account Value and Interest Rate Spread Information
Unaudited (in billions)
	For the Three Months Ended						For the Nine Months Ended
	Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
	2008	2008	2009	2009	2009	Change	2008	2009	Change
Fixed Annuities, Excluding Fixed Portion of Variable Contracts
Deposits	$   0.196	$   0.189	$   0.316	$   0.244	$  0.227	15.8%	$   0.623	$  0.787	26.3%
Withdrawals and deaths	(0.183)	(0.016)	(0.185)	(0.132)	(0.149)	18.6%	(0.541)	(0.466)	13.9%
Net flows	$   0.013	$   0.173	$   0.131	$   0.112	$  0.078	NM	$   0.082	$   0.321	291.5%
	-	-	-	-	-		-	-
Fixed Contract Account Values	$   5.304	$   5.601	$   5.773	$   5.879	$  6.030	13.7%	$   5.304	$  6.030	13.7%
Fixed Portion of Variable Contracts
Deposits	$   0.094	$   0.090	$   0.093	$   0.084	$  0.079	-16.0%	$   0.279	$  0.256	-8.2%
Withdrawals and deaths	(0.228)	(0.371)	(0.198)	(0.194)	(0.178)	21.9%	(0.620)	(0.570)	8.1%
Net flows	$  (0.134)	$  (0.281)	$  (0.105)	$  (0.110)	$ (0.099)	26.1%	$  (0.341)	$ (0.314)	7.9%
Fixed Portion of Variable Contract Account Values	$   6.114	$   6.037	$   6.150	$   6.191	$   6.128	0.2%	$   6.114	$   6.128	0.2%

Variable Annuities, Including Fixed Portion of Variable Contracts
Deposits	$   0.626	$   0.493	$   0.511	$   0.452	$  0.466	-25.6%	$   2.046	$   1.429	-30.2%
Withdrawals and deaths	(0.951)	(0.877)	(0.610)	(0.610)	(0.649)	31.8%	(2.821)	(1.869)	33.7%
Net flows	$  (0.325)	$  (0.384)	$  (0.099)	$  (0.158)	$ (0.183)	43.7%	$  (0.775)	$ (0.440)	43.2%
Variable Contract Account Values	$ 19.594	$ 16.625	$ 15.872	$ 17.293	$ 18.748	-4.3%	$ 19.594	$ 18.748	-4.3%
Average Daily Variable Annuity Separate Account Values	$ 15.582	$ 10.666	$   9.846	$ 10.768	$ 11.881	-23.8%	$ 16.369	$ 10.839	-33.8%

							(Basis Point)			(Basis Point)
Interest Rate Spread (1)							Change			Change
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses (2)		5.94%	5.84%	5.70%	5.79%	5.85%	(9)	5.91%	5.78%	(13)
Commercial mortgage loan prepayment and bond make whole premiums		0.17%	0.00%	0.00%	0.01%	0.08%	(9)	0.08%	0.03%	(5)
Alternative investments		-0.01%	-0.14%	-0.01%	-0.02%	0.03%	4	-0.02%	0.00%	2
	Net investment income yield on reserves	6.10%	5.70%	5.69%	5.78%	5.96%	(14)	5.97%	5.81%	(16)
Interest rate credited to contract holders		3.77%	3.79%	3.78%	3.73%	3.66%	(11)	3.79%	3.73%	(6)
	Interest rate spread	2.33%	1.91%	1.91%	2.05%	2.30%	(3)	2.18%	2.08%	(10)

(1)

For the annuity products spread, the yield on earning assets is calculated as net investment income on fixed product investment portfolios divided by average invested assets on reserves. We exclude net investment income earned on investments supporting statutory surplus from our spread calculations. The average crediting rate is calculated as interest credited before DSI amortization, plus the immediate annuity reserve change (included within benefits), divided by the average fixed account values, including the fixed portion of variable annuities.

(2)

Our yields on net investment income have been lowered due to holding higher cash balances related to our short-term liquidity strategy during recent volatile markets.  The increased cash and short-term investment balances for the three months ended March 2009, June 2009, September 2009, and the nine months ended September 2009 reduced our yields by approximately 16 bps, 18 bps, 11 bps and 15 bps, respectively.

9/30/2009																									PAGE 24
Insurance Solutions - Life Insurance
Income Statements, Operational Data and DAC, VOBA and DFEL Roll Forwards
Unaudited (millions of dollars)
	For the Three Months Ended																		For the Nine Months Ended
	Sept.			Dec.			March			June			Sept.			%			Sept.			Sept.			%
	2008			2008			2009			2009			2009			Change			2008			2009			Change
Operating Revenues
Insurance premiums	$	90.9		$	93.6		$	90.5		$	93.3		$	93.5			2.9	%	$	266.8		$	277.3			3.9	%
Surrender charges		18.0			18.1			21.6			26.7			32.8			82.2	%		52.0			81.1			56.0	%
Mortality assessments		331.8			339.1			344.1			320.0			317.1			-4.4	%		981.4			981.2			0.0	%
Expense assessments		101.4			137.6			116.5			103.0			144.1			42.1	%		352.3			363.6			3.2	%
Net investment income		522.4			446.9			497.7			453.3			495.3			-5.2	%		1,540.8			1,446.3			-6.1	%
Amortization of deferred loss on business sold through reinsurance		-			-			-			(0.7	)		(0.7	)	NM				-			(1.4	)	NM
Other revenues and fees		9.3			7.5			5.8			6.6			7.0			-24.7	%		23.0			19.4			-15.7	%
Total Operating Revenues		1,073.8			1,042.8			1,076.2			1,002.2			1,089.1			1.4	%		3,216.3			3,167.5			-1.5	%
Operating Expenses
Interest credited		304.7			300.7			302.8			290.8			292.9			-3.9	%		902.0			886.5			-1.7	%
Benefits		399.9			365.9			355.7			323.0			320.7			-19.8	%		1,006.0			999.4			-0.7	%
Underwriting, acquisition, insurance and other expenses		167.4			255.7			224.0			191.7			283.9			69.6	%		620.8			699.6			12.7	%
Total Operating Expenses		872.0			922.3			882.5			805.5			897.5			2.9	%		2,528.8			2,585.5			2.2	%
Income from operations before federal income tax expense		201.8			120.5			193.7			196.7			191.6			-5.1	%		687.5			582.0			-15.3	%
Federal income tax expense		64.5			38.0			51.5			63.8			55.1			-14.6	%		229.3			170.4			-25.7	%
Income from Operations	$	137.3		$	82.5		$	142.2		$	132.9		$	136.5			-0.6	%	$	458.2		$	411.6			-10.2	%
Effective Tax Rate		32.0	%		31.5	%		26.6	%		32.4	%		28.8	%					33.4	%		29.3	%
Average Equity	$	8,164.2		$	8,263.8		$	8,235.3		$	7,980.9		$	8,053.3					$	8,134.0		$	8,089.8
Return on Average Equity		6.7	%		4.0	%		6.9	%		6.7	%		6.8	%					7.5	%		6.8	%
Underwriting, Acquisition, Insurance and Other Expenses
Commissions	$	209.1		$	210.5		$	176.9		$	141.9		$	159.0			-24.0	%	$	584.1		$	477.8			-18.2	%
General and administrative expenses		101.8			116.0			110.2			109.5			112.5			10.5	%		308.0			332.2			7.9	%
Taxes, licenses and fees		36.3			25.0			33.3			22.9			30.7			-15.4	%		94.7			86.9			-8.2	%
Amortization of sales force intangibles		1.0			1.0			1.0			1.0			1.0			0.0	%		3.0			3.0			0.0	%
Total commissions and expenses incurred		348.2			352.5			321.4			275.3			303.2			-12.9	%		989.8			899.9			-9.1	%
Less: commissions and expenses capitalized		(260.7	)		(272.5	)		(224.5	)		(197.5	)		(213.4	)		18.1	%		(743.8	)		(635.4	)		14.6	%
Amortization of DAC and VOBA, net of interest		79.9			175.7			127.1			113.9			194.1			142.9	%		374.8			435.1			16.1	%
Total Underwriting, Acquisition, Insurance and Other Expenses	$	167.4		$	255.7		$	224.0		$	191.7		$	283.9			69.6	%	$	620.8		$	699.6			12.7	%

General and Administrative Expenses - Basis Points on Average Account Values - Annualized 126 145 139 144 145 20 127 139 13

DAC and VOBA
Balance as of beginning-of-period	$	6,235.0		$	6,947.8		$	7,383.5		$	7,265.0		$	6,830.9		$	5,691.7		$	7,383.5
Business sold through reinsurance		-			-			(292.9	)		-			-			-			(292.9	)
Deferrals		260.7			272.5			224.5			197.5			213.4			743.8			635.4
Amortization, net of interest:
Unlocking		55.2			(84.0	)		(12.6	)		(5.5	)		(52.8	)		28.4			(70.9	)
Other amortization		(135.1	)		(91.7	)		(114.5	)		(108.4	)		(141.3	)		(403.2	)		(364.2	)
Deferrals, net of amortization included in underwriting, acquisition, insurance and other expenses		180.8			96.8			97.4			83.6			19.3			369.0			200.3
Adjustment related to realized losses on available-for-sale securities and derivatives		54.2			76.3			20.0			41.1			1.7			70.8			62.8
Adjustment related to unrealized (gains) losses on available-for-sale securities and derivatives		477.8			262.6			57.0			(558.8	)		(678.5	)		816.3			(1,180.3	)
Balance as of End-of-Period	$	6,947.8		$	7,383.5		$	7,265.0		$	6,830.9		$	6,173.4		$	6,947.8		$	6,173.4

DFEL
Balance as of beginning-of-period	$	763.4		$	840.2		$	888.7		$	941.4		$	1,014.0		$	672.6		$	888.7
Business sold through reinsurance		-			-			(11.0	)		-			-			-			(11.0	)
Deferrals		96.6			102.6			96.9			100.3			108.2			275.9			305.4
Amortization, net of interest:
Unlocking		16.5			(24.0	)		(2.9	)		(0.7	)		(27.9	)		2.0			(31.5	)
Other amortization		(36.3	)		(30.1	)		(32.1	)		(29.6	)		(37.7	)		(110.3	)		(99.4	)
Deferrals, net of amortization included in xpense assessments		76.8			48.5			61.9			70.0			42.6			167.6			174.5
Adjustment related to realized losses on available-for-sale securities and derivatives		-			-			0.9			2.4			0.3			-			3.6
Adjustment related to unrealized gains on available-for-sale securities and derivatives		-			-			0.9			0.2			0.9			-			2.0
Balance as of End-of-Period	$	840.2		$	888.7		$	941.4		$	1,014.0		$	1,057.8		$	840.2		$	1,057.8

9/30/2009										PAGE 25
Insurance Solutions - Life Insurance
Operational Data and Account Value Roll Forwards
Unaudited (billions of dollars)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Sales by Product (in millions)
UL
Excluding MoneyGuard®		$     144.7	$     142.7	$     102.7	$      84.9	$      91.0	-37.1%	$     382.1	$    278.6	-27.1%
MoneyGuard®		13.7	12.8	11.0	14.3	18.4	34.3%	37.1	43.7	17.8%
	Total	158.4	155.5	113.7	99.2	109.4	-30.9%	419.2	322.3	-23.1%
VUL		12.3	14.6	9.0	7.1	6.7	-45.5%	39.3	22.8	-42.0%
COLI and BOLI (1)		12.7	30.7	11.7	4.7	14.4	13.4%	53.8	30.8	-42.8%
Term/Whole Life		6.9	10.6	10.8	12.7	15.7	127.5%	17.4	39.2	125.3%
	Total	$     190.3	$     211.4	$     145.2	$     123.7	$    146.2	-23.2%	$     529.7	$     415.1	-21.6%

First Year Paid Premiums (in millions)
UL
Excluding MoneyGuard®		$     270.4	$     287.4	$     230.5	$     216.2	$    238.3	-11.9%	$     770.1	$    685.0	-11.1%
MoneyGuard®		91.6	85.1	73.1	94.9	122.1	33.3%	247.7	290.1	17.1%
	Total	362.0	372.5	303.6	311.1	360.4	-0.4%	1,017.8	975.1	-4.2%
VUL		31.1	34.2	25.2	20.1	10.2	-67.2%	96.9	55.5	-42.7%
COLI and BOLI (1)		30.3	82.2	52.0	16.1	33.8	11.6%	114.2	101.9	-10.8%
Term/Whole Life		20.2	29.5	18.8	23.0	28.9	43.1%	50.4	70.7	40.3%
	Total	$     443.6	$     518.4	$     399.6	$     370.3	$    433.3	-2.3%	$  1,279.3	$  1,203.2	-5.9%

Life Insurance In Force
UL and other	$ 306.293	$ 310.198	$ 288.826	$ 288.632	$ 289.124	-5.6%	$ 306.293	$ 289.124	-5.6%
Term insurance	233.671	235.023	236.408	238.901	242.889	3.9%	233.671	242.889	3.9%
Total	$ 539.964	$ 545.221	$ 525.234	$ 527.533	$ 532.013	-1.5%	$ 539.964	$ 532.013	-1.5%

Interest-Sensitive Life
Balance as of beginning-of-period		$   26.980	$   27.227	$   27.502	$   27.617	$  27.709	2.7%	$   26.518	$  27.502	3.7%
Deposits		0.875	0.951	0.815	0.840	0.899	2.7%	2.614	2.554	-2.3%
Withdrawals and deaths		(0.306)	(0.325)	(0.358)	(0.391)	(0.417)	-36.3%	(0.981)	(1.166)	-18.9%
Net flows		0.569	0.626	0.457	0.449	0.482	-15.3%	1.633	1.388	-15.0%
Contract holder assessments		(0.613)	(0.639)	(0.631)	(0.645)	(0.657)	-7.2%	(1.782)	(1.933)	-8.5%
Interest credited		0.291	0.288	0.289	0.288	0.291	0.0%	0.858	0.868	1.2%
	Balance as of End-of-Period (Gross) (2)	27.227	27.502	27.617	27.709	27.825	2.2%	27.227	27.825	2.2%
Reinsurance ceded		-	-	(0.938)	(0.930)	(0.923)	NM	-	(0.923)	NM
	Balance as of End-of-Period (Net of Ceded) (2)	$   27.227	$   27.502	$   26.679	$   26.779	$  26.902	-1.2%	$   27.227	$  26.902	-1.2%

VUL
Balance as of beginning-of-period		$     5.623	$     5.056	$     4.251	$     3.992	$    4.562	-18.9%	$     6.040	$    4.251	-29.6%
Deposits		0.207	0.266	0.243	0.180	0.174	-15.9%	0.662	0.597	-9.8%
Withdrawals and deaths		(0.086)	(0.088)	(0.143)	(0.089)	(0.095)	-10.5%	(0.278)	(0.327)	-17.6%
Net flows		0.121	0.178	0.100	0.091	0.079	-34.7%	0.384	0.270	-29.7%
Contract holder assessments		(0.092)	(0.092)	(0.094)	(0.088)	(0.091)	1.1%	(0.277)	(0.273)	1.4%
Investment income and change in market value		(0.596)	(0.891)	(0.265)	0.567	0.626	205.0%	(1.091)	0.928	185.1%
	Balance as of End-of-Period (Gross)	5.056	4.251	3.992	4.562	5.176	2.4%	5.056	5.176	2.4%
Reinsurance ceded		-	-	(0.640)	(0.719)	(0.807)	NM	-	(0.807)	NM
	Balance as of End-of-Period (Net of Ceded)	$     5.056	$     4.251	$     3.352	$     3.843	$    4.369	-13.6%	$     5.056	$    4.369	-13.6%

Total Life Insurance
Balance as of beginning-of-period		$   32.603	$   32.283	$   31.753	$   31.609	$   32.271	-1.0%	$   32.558	$   31.753	-2.5%
Deposits		1.082	1.217	1.058	1.020	1.073	-0.8%	3.276	3.151	-3.8%
Withdrawals and deaths		(0.392)	(0.413)	(0.501)	(0.480)	(0.512)	-30.6%	(1.259)	(1.493)	-18.6%
Net flows		0.690	0.804	0.557	0.540	0.561	-18.7%	2.017	1.658	-17.8%
Contract holder assessments		(0.705)	(0.731)	(0.725)	(0.733)	(0.748)	-6.1%	(2.059)	(2.206)	-7.1%
Investment income and change in market value		(0.305)	(0.603)	0.024	0.855	0.917	NM	(0.233)	1.796	NM
	Balance as of End-of-Period (Gross)	32.283	31.753	31.609	32.271	33.001	2.2%	32.283	33.001
Reinsurance ceded		-	-	(1.578)	(1.649)	(1.730)	NM	-	(1.730)
	Balance as of End-of-Period (Net of Ceded)	$   32.283	$   31.753	$   30.031	$   30.622	$   31.271	-3.1%	$   32.283	$   31.271	-3.1%

							(Basis Point)			(Basis Point)
Interest-Sensitive Products Interest Rate Spreads (3)							Change			Change
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses (4)		5.92%	5.86%	5.83%	6.03%	5.97%	5	5.94%	5.95%	1
Commercial mortgage loan prepayment and bond make whole premiums		0.02%	0.01%	0.00%	0.06%	0.04%	2	0.06%	0.03%	(3)
Alternative investments		0.31%	-0.65%	-0.06%	-0.71%	-0.29%	(60)	0.18%	-0.35%	(53)
Net investment income yield on reserves		6.25%	5.22%	5.77%	5.38%	5.72%	(53)	6.18%	5.63%	(55)
Interest rate credited to contract holders		4.35%	4.25%	4.25%	4.20%	4.22%	(13)	4.36%	4.22%	(14)
	Interest rate spread	1.90%	0.97%	1.52%	1.18%	1.50%	(40)	1.82%	1.41%	(41)

Traditional Products Interest Rate Spreads (5)
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses	6.06%	6.10%	6.00%	5.96%	5.98%	(8)	6.13%	5.98%	(15)
Commercial mortgage loan prepayment and bond make whole premiums	0.00%	0.00%	0.01%	0.01%	0.01%	1	0.04%	0.01%	(3)
Alternative investments	-0.01%	-0.08%	-0.01%	-0.01%	0.02%	3	-0.01%	0.00%	1
Net investment income yield on reserves	6.05%	6.02%	6.00%	5.96%	6.01%	(4)	6.16%	5.99%	(17)

(1)	COLI and BOLI are interest-sensitive and contain both UL and VUL products.
(2)	Includes UL, interest-sensitive whole life and the fixed investment option of VUL products.
(3)	For the interest-sensitive life products spread, the yield on earning assets is calculated as net investment income on fixed product investment portfolios divided by average earning assets. We exclude net investment income earned on investments supporting statutory surplus and reverse repurchase agreement interest expense from our yield and spread calculations. The average crediting rate is calculated using interest credited on life products divided by average fixed account values.
(4)	Our yields on net investment income have been lowered due to holding higher cash balances related to our short-term liquidity strategy during recent volatile markets. The increased cash and short-term investment balances for the three months ended March 2009 and September 2009 and the nine months ended September 2009 reduced our yields by approximately 11 bps, 4 bps and 5 bps, respectively. There was no impact for the three months ended June 2009.
(5)	For the traditional life products, the yield on earning assets is calculated as net investment income on traditional investment portfolios divided by average earning assets. As of September 30, 2009, interest-sensitive products represented approximately 85% of total interest-sensitive and traditional earning assets.

9/30/2009											PAGE 26
Insurance Solutions - Group Protection
Income Statements and Operational Data
Unaudited (millions of dollars)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Operating Revenues
Insurance premiums		$    370.6	$    382.9	$    389.8	$    413.3	$   379.5	2.4%	$ 1,134.0	$ 1,182.6	4.3%
Mortality assessments		-	0.1	-	-	0.1	NM	-	0.1	NM
Net investment income		30.8	28.2	30.1	28.1	33.5	8.8%	89.0	91.7	3.0%
Other revenues and fees		1.4	1.3	1.5	1.5	1.5	7.1%	4.1	4.5	9.8%
Total Operating Revenues		402.8	412.5	421.4	442.9	414.6	2.9%	1,227.1	1,278.9	4.2%
Operating Expenses
Interest credited		0.5	0.6	0.6	0.5	0.5	0.0%	1.0	1.6	0.6
Benefits		268.8	283.1	282.0	292.7	261.6	-2.7%	823.6	836.3	1.5%
Underwriting, acquisition, insurance and other expenses		91.8	100.4	99.3	98.0	99.3	8.2%	270.7	296.6	9.6%
Total Operating Expenses		361.1	384.1	381.9	391.2	361.4	0.1%	1,095.3	1,134.5	3.6%
Income from operations before federal income tax expense		41.7	28.4	39.5	51.7	53.2	27.6%	131.8	144.4	9.6%
Federal income tax expense		14.5	10.0	13.8	18.1	18.7	29.0%	46.1	50.6	9.8%
	Income from Operations	$     27.2	$     18.4	$     25.7	$     33.6	$     34.5	26.8%	$     85.7	$     93.8	9.5%
Effective Tax Rate		34.8%	35.2%	34.9%	35.0%	35.2%		35.0%	35.0%
Average Equity		$ 1,001.0	$ 1,002.3	$ 1,014.7	$ 1,047.5	$ 1,056.8		$    987.3	$ 1,039.7
Return on Average Equity		10.9%	7.3%	10.1%	12.8%	13.1%		11.6%	12.0%

Underwriting, Acquisition, Insurance and Other Expenses
Commissions (1)		$     42.1	$     44.7	$     44.2	$     43.6	$     43.3	2.9%	$    122.9	$    131.1	6.7%
General and administrative expenses (1)		44.6	53.9	47.4	48.2	48.1	7.8%	133.5	143.7	7.6%
Taxes, licenses and fees		9.0	10.6	10.5	7.3	9.3	3.3%	28.0	27.1	-3.2%
Total commissions and expenses incurred		95.7	109.2	102.1	99.1	100.7	5.2%	284.4	301.9	6.2%
Less: commissions and expenses capitalized		(13.1)	(18.5)	(13.2)	(12.5)	(12.8)	2.3%	(39.8)	(38.5)	3.3%
Amortization of DAC and VOBA, net of interest		9.2	9.7	10.4	11.4	11.4	23.9%	26.1	33.2	27.2%
	Total Underwriting, Acquisition, Insurance and Other Expenses	$     91.8	$    100.4	$     99.3	$     98.0	$     99.3	8.2%	$    270.7	$   296.6	9.6%
General and Administrative Expenses as a Percentage of Premiums (1)		12.0%	14.1%	12.2%	11.7%	12.7%		11.8%	12.2%
DAC and VOBA
Balance as of beginning-of-period		$    133.2	$    137.1	$    145.9	$    148.7	$   149.8		$    123.4	$   145.9
Deferrals		13.1	18.5	13.2	12.5	12.8		39.8	38.5
Amortization, net of interest		(9.2)	(9.7)	(10.4)	(11.4)	(11.4)		(26.1)	(33.2)
	Deferrals, net of amortization included in underwriting, acquisition, insurance and other expenses	3.9	8.8	2.8	1.1	1.4		13.7	5.3
	Balance as of End-of-Period	$    137.1	$    145.9	$    148.7	$    149.8	$    151.2		$    137.1	$    151.2
Annualized Sales by Product Line
Life		$     30.6	$     49.9	$     22.7	$     21.1	$     31.4	2.6%	$     75.3	$     75.2	-0.1%
Disability		29.8	63.6	23.5	29.3	38.5	29.2%	84.6	91.3	7.9%
Dental		8.0	15.5	8.1	9.1	9.9	23.8%	27.2	27.1	-0.4%
Total		$     68.4	$    129.0	$     54.3	$     59.5	$     79.8	16.7%	$    187.1	$   193.6	3.5%
Insurance Premiums by Product Line
Life		$    135.7	$    138.8	$    142.4	$    147.4	$   142.2	4.8%	$    402.4	$   432.0	7.4%
Disability		168.4	173.1	174.0	171.1	173.0	2.7%	498.6	518.1	3.9%
Dental		38.0	37.9	37.5	37.2	36.2	-4.7%	111.8	110.9	-0.8%
Other		28.5	33.1	35.9	57.6	28.1	-1.4%	121.2	121.6	0.3%
Total		$    370.6	$    382.9	$    389.8	$    413.3	$   379.5	2.4%	$ 1,134.0	$ 1,182.6	4.3%
Income from Operations by Product Line
Life		$       8.9	$       3.8	$       0.6	$     12.5	$     16.0	79.8%	$     30.4	$     29.1	-4.3%
Disability		16.0	13.1	25.3	20.7	17.3	8.1%	51.3	63.3	23.4%
Dental		1.2	0.8	(1.1)	(1.5)	(0.6)	NM	0.5	(3.2)	NM
Other		1.1	0.7	0.9	1.9	1.8	63.6%	3.5	4.6	31.4%
Total		$     27.2	$     18.4	$     25.7	$     33.6	$     34.5	26.8%	$     85.7	$     93.8	9.5%

Loss Ratios by Product Line
Life	74.0%	77.3%	81.6%	70.3%	66.6%	72.7%	72.8%
Disability	68.6%	68.7%	59.1%	62.4%	66.8%	67.6%	62.8%
Dental	75.9%	75.6%	84.2%	86.1%	79.7%	79.2%	83.4%
Combined Loss Ratios	71.6%	72.8%	70.8%	68.2%	68.1%	70.9%	69.0%

(1) Prior periods reflect a reclassification to general and administrative expenses from commissions for approximately $2.5 million a quarter as third party administrative fees were incorrectly reflected as commissions.

9/30/2009											PAGE 27
Other Operations
Unaudited (in millions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Operating Revenues
Insurance premiums		$          0.6	$          0.3	$          0.8	$          2.7	$          0.1	-83.3%	$          3.7	$         3.6	-2.7%
Net investment income		90.8	81.8	69.7	69.8	81.1	-10.7%	276.5	220.6	-20.2%
Amortization of deferred gain on business sold through reinsurance (1)		18.4	18.4	18.4	18.4	18.3	-0.5%	55.3	55.1	-0.4%
Other revenues and fees		4.9	1.7	1.7	5.4	2.9	-40.8%	10.8	10.0	-7.4%
Communications revenues		21.5	19.4	14.8	19.1	17.2	-20.0%	66.1	51.1	-22.7%
Total Operating Revenues		136.2	121.6	105.4	115.4	119.6	-12.2%	412.4	340.4	-17.5%
Operating Expenses
Interest credited		42.6	40.7	50.9	31.4	32.9	-22.8%	130.2	115.2	-11.5%
Benefits		30.7	25.6	106.6	36.0	36.0	17.3%	87.6	178.7	104.0%
Underwriting, acquisition, insurance and other expenses		36.0	47.1	35.0	56.8	24.3	-32.5%	126.4	116.1	-8.1%
Taxes, licenses and fees		2.6	1.6	1.5	3.1	(0.9)	NM	5.8	3.7	-36.2%
Interest and debt expenses		68.6	72.3	64.7	60.9	68.0	-0.9%	208.8	193.6	-7.3%
Communications expenses		14.2	14.7	12.9	13.5	13.3	-6.3%	45.1	39.6	-12.2%
Total Operating Expenses		194.7	202.0	271.6	201.7	173.6	-10.8%	603.9	646.9	7.1%
Loss from operations before federal income tax benefit		(58.5)	(80.4)	(166.2)	(86.3)	(54.0)	7.7%	(191.5)	(306.5)	-60.1%
Federal income tax benefit		(18.6)	(25.2)	(57.7)	(34.0)	(21.4)	-15.1%	(64.2)	(113.1)	-76.2%
	Loss From Operations	$       (39.9)	$       (55.2)	$     (108.5)	$       (52.3)	$      (32.6)	18.3%	$     (127.3)	$     (193.4)	-51.9%
Run Off Institutional Pensions Account Values -Balance at End-of-Period		$      2.010	$      1.941	$      1.931	$      1.928	$      1.931	-3.9%	$      2.010	$      1.931	-3.9%

Discontinued Operations
Unaudited (in millions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Discontinued Operations Before Disposal
Income from discontinued operations before federal income tax expense		$        30.6	$         (4.0)	$        13.2	$        27.0	$        27.3	-10.8%	$      122.6	$        67.5	-44.9%
Federal income tax expense		10.7	(1.2)	5.5	10.8	10.3	-3.7%	43.7	26.6	-39.1%
Income From Discontinued Operations Before Disposal		19.9	(2.8)	7.7	16.2	17.0	-14.6%	78.9	40.9	-48.2%
Disposal
Gain (loss) on disposal before federal income tax expense (benefit)		(0.2)	0.6	-	(237.0)	16.7	NM	(12.9)	(220.3)	NM
Federal income tax expense (benefit)		0.8	0.2	-	(67.0)	(38.3)	NM	(2.6)	(105.3)	NM
Gain (Loss) on Disposal		(1.0)	0.4	-	(170.0)	55.0	NM	(10.3)	(115.0)	NM
	Income (Loss) From Discontinued Operations	$        18.9	$         (2.4)	$          7.7	$     (153.8)	$        72.0	281.0%	$        68.6	$      (74.1)	NM

(1) Represents the amortization of deferred gain recognized on the business sold through indemnity reinsurance to Swiss Re.

9/30/2009											PAGE 28
Consolidated Deposits, Account Balances and Net Flows
Unaudited (in billions)
		For the Three Months Ended						For the Nine Months Ended
		Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
		2008	2008	2009	2009	2009	Change	2008	2009	Change
Deposits
Retirement Solutions:
Annuities - fixed annuities (1)		$    1.276	$    1.233	$    1.361	$    1.774	$    2.025	58.7%	$    3.807	$    5.160	35.5%
Defined Contribution - fixed annuities		0.290	0.279	0.409	0.328	0.306	5.5%	0.902	1.043	15.6%
Annuities - variable annuities		1.672	1.087	0.827	0.851	1.063	-36.4%	5.603	2.741	-51.1%
Defined Contribution - variable products (2)		1.044	0.962	1.152	0.802	0.797	-23.7%	3.404	2.751	-19.2%
Insurance Solutions - Life Insurance		1.082	1.217	1.058	1.020	1.073	-0.8%	3.276	3.151	-3.8%
	Total Deposits	5.364	4.778	4.807	4.775	5.264	-1.9%	16.992	14.846	-12.6%

	As of
	Sept.	Dec.	March	June	Sept.	%
	2008	2008	2009	2009	2009	Change
Account Balances
Retirement Solutions:
Annuities - fixed annuities (1)	$   16.493	$   16.530	$   16.760	$   17.531	$   18.717	13.5%
Defined Contribution - fixed annuities	11.418	11.638	11.924	12.070	12.158	6.5%
Annuities - variable annuities	49.982	40.925	39.301	45.523	52.429	4.9%
Defined Contribution - variable products(2)	21.155	17.240	16.569	19.257	22.164	4.8%
Insurance Solutions - Life Insurance	32.283	31.753	30.031	30.622	31.271	-3.1%
Total Account Balances	131.331	118.086	114.585	125.003	136.739	4.1%

	For the Three Months Ended						For the Nine Months Ended
	Sept.	Dec.	March	June	Sept.	%	Sept.	Sept.	%
	2008	2008	2009	2009	2009	Change	2008	2009	Change
Net Flows
Retirement Solutions:
Annuities - fixed annuities (1)	$    0.489	$    0.397	$    0.596	$    1.136	$    1.515	209.8%	$    1.816	$    3.247	78.8%
Defined Contribution - fixed annuities	(0.121)	(0.108)	0.026	0.002	(0.021)	82.6%	(0.259)	0.007	102.7%
Annuities - variable annuities	0.455	(0.021)	(0.166)	(0.093)	0.086	-81.1%	1.898	(0.173)	NM
Defined Contribution - variable products (2)	0.214	0.279	0.631	0.254	0.165	-22.9%	0.869	1.050	20.8%
Insurance Solutions - Life Insurance	0.690	0.804	0.557	0.540	0.561	-18.7%	2.017	1.658	-17.8%
Total Net Flows	1.727	1.351	1.644	1.839	2.306	33.5%	6.341	5.789	-8.7%

(1)	Includes fixed portion of variable annuities.
(2)	Includes amounts attributable to mutual fund net flows. Mutual fund account values are not included in the separate accounts reported on our Consolidated Balance Sheets, as we do not have any ownership interest in them.

9/30/2009																									PAGE 29
Consolidated Investment Data
Unaudited (millions of dollars)
	For the Three Months Ended																		For the Nine Months Ended
	Sept.			Dec.			March			June			Sept.			%			Sept.			Sept.			%
	2008			2008			2009			2009			2009			Change			2008			2009			Change
Net Investment Income
Available-for-sale fixed maturity securities	$	840.1		$	827.5		$	824.9		$	854.6		$	904.7			7.7	%	$	2,520.6		$	2,584.2			2.5	%
Available-for-sale equity securities		6.0			4.8			1.7			1.8			1.8			-70.0	%		21.5			5.3			-75.3	%
Trading securities		41.0			40.3			39.6			39.0			40.0			-2.4	%		125.7			118.6			-5.6	%
Mortgage loans on real estate		121.2			122.1			119.2			120.0			114.2			-5.8	%		371.4			353.4			-4.8	%
Real estate		5.1			4.7			3.8			3.5			3.6			-29.4	%		18.3			10.9			-40.4	%
Policy loans		46.0			45.3			44.3			42.2			41.9			-8.9	%		133.7			128.4			-4.0	%
Invested cash		9.1			13.8			8.3			4.1			1.0			-89.0	%		38.6			13.4			-65.3	%
Other investments		28.8			(68.8	)		(2.2	)		(67.4	)		(6.7	)	NM				36.8			(76.3	)	NM
Investment income		1,097.3			989.7			1,039.6			997.8			1,100.5			0.3	%		3,266.6			3,137.9			-3.9	%
Investment expense		(29.6	)		(30.0	)		(26.3	)		(27.2	)		(29.2	)		1.4	%		(95.4	)		(82.7	)		13.3	%
Net Investment Income	$	1,067.7		$	959.7		$	1,013.3		$	970.6		$	1,071.3			0.3	%	$	3,171.2		$	3,055.2			-3.7	%
Average Invested Assets (Amortized Cost)	$	70,150.2		$	69,731.7		$	69,583.2		$	71,331.0		$	73,791.1					$	70,121.2		$	71,568.4
Ratio of Net Investment Income Over Average Invested Assets		6.09	%		5.51	%		5.82	%		5.44	%		5.81	%					6.03	%		5.69	%
Realized Loss Related to Investments
Available-for-sale fixed maturity securities:
Gross gains	$	18.9		$	16.1		$	53.7		$	32.8		$	23.4			23.8	%	$	44.0		$	109.9			149.8	%
Gross losses		(372.1	)		(527.1	)		(241.3	)		(172.1	)		(165.9	)		55.4	%		(591.7	)		(579.3	)		2.1	%
Equity securities:
Gross gains		1.0			-			3.1			0.5			0.5			-50.0	%		1.1			4.1			272.7	%
Gross losses		(25.4	)		(131.5	)		(2.6	)		(6.0	)		(7.8	)		69.3	%		(31.8	)		(16.4	)		48.4	%
Gain (loss) on other investments		0.7			8.5			(2.1	)		(57.9	)		1.6			128.6	%		28.9			(58.4	)	NM
Associated amortization of DAC, VOBA, DSI, DFEL and changes in other contract holder funds and funds withheld reinsurance liabilities		92.2			117.4			55.6			48.4			24.7			-73.2	%		139.1			128.7			-7.5	%
Total realized loss on investments, excluding trading securities		(284.7	)		(516.6	)		(133.6	)		(154.3	)		(123.5	)		56.6	%		(410.4	)		(411.4	)		-0.2	%
Loss on certain derivative instruments		(29.9	)		(50.1	)		(16.5	)		(4.0	)		(12.1	)		59.5	%		(62.1	)		(32.6	)		47.5	%
Total, pre-tax		(314.6	)		(566.7	)		(150.1	)		(158.3	)		(135.6	)		56.9	%		(472.5	)		(444.0	)		6.0	%
Income taxes		(110.1	)		(198.4	)		(52.5	)		(55.4	)		(47.6	)		56.8	%		(165.4	)		(155.4	)		6.0	%
Total, After-Tax	$	(204.5	)	$	(368.3	)	$	(97.6	)	$	(102.9	)	$	(88.0	)		57.0	%	$	(307.1	)	$	(288.6	)		6.0	%
				As of September 30, 2009									As of December 31, 2008
				Amount			% of Total						Amount			% of Total
Available-for-Sale and Trading Securities
Fixed maturity securities (fair value)				$	63,212.2			99.6	%				$	50,471.6			99.5	%
Fixed maturity securities (amortized cost)					62,804.3			99.4	%					56,686.3			99.2	%
Equity securities (fair value)					284.9			0.4	%					255.6			0.5	%
Equity securities (amortized cost)					394.4			0.6	%					429.8			0.8	%
% of Available-for-Sale Fixed Maturity Securities, Based on Fair Value
Treasuries and AAA								19.0	%								24.5	%
AA or better								26.2	%								30.9	%
BB or less								6.8	%								4.5	%
General Account Investments				As of September 30, 2009									As of December 31, 2008
				Amount			% of Total						Amount			% of Total
Fixed Maturities - Security Sector:
Corporate bonds				$	46,304.6			76.3	%				$	36,055.6			74.9	%
U.S. Government bonds					221.7			0.4	%					245.9			0.5	%
Foreign government bonds					492.9			0.8	%					520.8			1.1	%
Mortgage-backed securities					10,946.9			18.0	%					10,129.6			21.0	%
State and municipal bonds					1,464.9			2.4	%					226.4			0.5	%
Preferred stocks - redeemable					1,235.2			2.0	%					962.3			2.0	%
Total				$	60,666.2			100.0	%				$	48,140.6			100.0	%
	As of
	Sept.			Dec.			March			June			Sept.			%
Composition of Investment Portfolio		2008			2008			2009			2009			2009		Change
Available-for-sale securities, at fair value:
Fixed maturity	$	50,938.9		$	48,140.6		$	48,535.5		$	55,049.8		$	60,666.2			19.1	%
Equity		448.8			254.1			175.7			236.3			283.0			-36.9	%
Trading securities		2,393.4			2,332.5			2,245.6			2,316.7			2,547.9			6.5	%
Mortgage loans on real estate and real estate		7,814.7			7,840.6			7,745.1			7,627.5			7,431.0			-4.9	%
Policy loans		2,867.2			2,921.1			2,905.6			2,896.9			2,893.0			0.9	%
Derivative investments		1,262.2			3,397.2			2,226.1			1,233.8			1,282.0			1.6	%
Other investments		1,193.0			1,624.1			1,476.2			1,187.1			1,079.6			-9.5	%
Total	$	66,918.2		$	66,510.2		$	65,309.8		$	70,548.1		$	76,182.7			13.8	%

EX-99.3

Lincoln Financial Group
Available For Sale (AFS) by Industry Classifications
Amounts in Millions
	As of 9/30/2009					As of 6/30/2009
	Amortized	Unrealized	Unrealized	Fair	% Fair	Amortized	Unrealized	Unrealized	Fair	% Fair
AFS - Fixed Maturities	Cost	Gains	(Losses)	Value	Value	Cost	Gains	(Losses)	Value	Value
Corporate
Financial Services	$        8,355	$             265	$         (410)	$    8,210	13.6%	$        8,420	$               80	$         (827)	$    7,673	13.8%
Basic Industry	2,290	115	(71)	2,334	3.8%	2,262	40	(179)	2,123	3.9%
Capital Goods	2,914	170	(32)	3,052	5.0%	2,899	67	(124)	2,842	5.2%
Communications	3,016	222	(63)	3,175	5.2%	2,924	99	(109)	2,914	5.3%
Consumer Cyclical	2,779	166	(67)	2,878	4.7%	2,891	75	(189)	2,777	5.0%
Consumer Non-Cyclical	5,572	484	(10)	6,046	10.0%	5,351	206	(79)	5,478	9.9%
Energy	4,174	312	(20)	4,466	7.4%	4,134	137	(87)	4,184	7.6%
Technology	1,083	86	(5)	1,164	1.9%	1,100	33	(19)	1,114	2.0%
Transportation	1,236	64	(33)	1,267	2.1%	1,165	24	(75)	1,114	2.0%
Industrial Other	712	37	(15)	734	1.2%	712	18	(19)	711	1.3%
Utilities	8,927	532	(71)	9,388	15.6%	8,618	230	(273)	8,575	15.6%
ABS
CDO / CLN [1]	736	5	(312)	429	0.7%	749	3	(444)	308	0.6%
CRE CDO	55	-	(26)	29	0.0%	56	-	(29)	27	0.0%
Credit Card	265	13	(12)	266	0.4%	180	-	(20)	160	0.3%
Home Equity	1,125	-	(480)	645	1.1%	1,166	-	(588)	578	1.1%
Manufactured Housing	134	1	(16)	119	0.2%	142	1	(30)	113	0.2%
Auto Loan	219	4	-	223	0.4%	122	1	-	123	0.2%
Other	236	14	(4)	246	0.4%	197	8	(10)	195	0.4%
CMBS
Non-Agency Backed	2,601	53	(391)	2,263	3.7%	2,520	16	(542)	1,994	3.6%
CMOs
Agency Backed	4,645	308	(22)	4,931	8.1%	4,712	248	(27)	4,933	9.0%
Non-Agency Backed	1,706	5	(492)	1,219	2.0%	1,865	3	(663)	1,205	2.2%
Pass Throughs
Agency Backed	2,387	78	(2)	2,463	4.1%	1,644	50	(7)	1,687	3.1%
Non-Agency Backed	126	-	(22)	104	0.2%	133	-	(33)	100	0.2%
Municipals
Taxable	1,423	54	(15)	1,462	2.4%	809	11	(13)	807	1.5%
Tax-Exempt	3	-	-	3	0.0%	3	-	-	3	0.0%
Government/Gov Agencies
United States	979	111	(10)	1,080	1.8%	1,052	91	(28)	1,115	2.0%
Foreign	1,196	66	(27)	1,235	2.0%	1,177	38	(81)	1,134	2.1%
Preferred Stock Redeemable & Hybrids	1,548	21	(334)	1,235	2.0%	1,564	8	(509)	1,063	1.9%
AFS - Fixed Maturities	60,442	3,186	(2,962)	60,666	100.0%	58,567	1,487	(5,004)	55,050	100.0%
AFS - Equities	393	16	(126)	283		400	9	(173)	236
Total AFS Securities	60,835	3,202	(3,088)	60,949		58,967	1,496	(5,177)	55,286
Trading Securities [2]	2,364	281	(97)	2,548		2,294	199	(176)	2,317
Total AFS & Trading Securities	$      63,199	$          3,483	$      (3,185)	$  63,497		$      61,261	$          1,695	$      (5,353)	$  57,603
[1]  Includes amortized cost of $600 million as of 9/30/09 and 6/30/2009, related to Credit-Linked Notes.  For additional information, see "Credit-Linked Notes (CLN)" disclosure starting
on page 122 of the 2008 Form 10K.
[2] The trading securities support our Modco reinsurance agreements and the investment results are passed directly to the reinsurers.

Lincoln Financial Group
AFS - Exposure to Residential MBS ("RMBS") and Related Collateral
As of 9/30/2009
Amounts in Millions
	Total		Prime/Agency		Prime/Non-Agency		Alt-A		Subprime
	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized
Type	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost
CMOs, Pass Throughs	$  8,717	$     8,863	$  7,320	$     6,939	$     919	$     1,261	$     478	$       663	$         -	$            -
ABS - Home Equity	645	1,126	-	-	-	-	240	394	405	732
Total	$  9,362	$     9,989	$  7,320	$     6,939	$     919	$     1,261	$     718	$     1,057	$     405	$       732
Rating
AAA	$  7,975	$     7,731	$  7,298	$     6,917	$     304	$       333	$     158	$       190	$     215	$       291
AA	182	242	5	5	37	46	117	157	23	34
A	140	191	17	16	48	53	50	68	25	54
BBB	79	135	-	-	36	53	16	30	27	52
BB and below	986	1,690	-	1	494	776	377	612	115	301
Total	$  9,362	$     9,989	$  7,320	$     6,939	$     919	$     1,261	$     718	$     1,057	$     405	$       732
Origination Year
2004 and prior	$  3,770	$     3,844	$  2,970	$     2,802	$     317	$       367	$     277	$       363	$     206	$       312
2005	1,457	1,680	919	866	187	254	209	296	142	264
2006	715	988	331	309	143	213	189	315	52	151
2007	1,626	1,723	1,311	1,213	272	427	43	83	-	-
2008	372	351	372	351	-	-	-	-	-	-
2009	1,422	1,403	1,417	1,398	-	-	-	-	5	5
Total	$  9,362	$     9,989	$  7,320	$     6,939	$     919	$     1,261	$     718	$     1,057	$     405	$       732
Note:  This table does not include the fair value of trading securities totaling $220 million which support our Modco reinsurance agreements
since investment results for these agreements are passed directly to the reinsurers.  The $220 million in trading securities consisted
of $192 million prime, $16 million Alt-A, and $12 million subprime.

Lincoln Financial Group
AFS - RMBS and Related Collateral
As of 9/30/2009
Amounts in Millions
Prime
	Total		AAA		AA		A		BBB		BB & Below
	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized
Origination Year	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost
2004 and prior	$  3,287	$     3,169	$  3,234	$     3,092	$      25	$         31	$      25	$         27	$        2	$           6	$         1	$         13
2005	1,106	1,120	921	869	17	20	34	34	26	33	108	164
2006	474	522	346	327	-	-	-	-	5	9	123	186
2007	1,583	1,640	1,312	1,213	-	-	6	8	3	5	262	414
2008	372	351	372	351	-	-	-	-	-	-	-	-
2009	1,417	1,398	1,417	1,398	-	-	-	-	-	-	-	-
Total	$  8,239	$     8,200	$  7,602	$     7,250	$      42	$         51	$      65	$         69	$      36	$         53	$     494	$       777
Alt-A
	Total		AAA		AA		A		BBB		BB & Below
	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized
Origination Year	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost
2004 and prior	$     277	$       363	$     129	$       148	$      83	$       111	$      42	$         58	$        9	$         20	$       14	$         26
2005	209	296	19	31	8	13	2	2	7	10	173	240
2006	189	315	10	11	26	33	6	8	-	-	147	263
2007	43	83	-	-	-	-	-	-	-	-	43	83
Total	$     718	$     1,057	$     158	$       190	$     117	$       157	$      50	$         68	$      16	$         30	$     377	$       612
Subprime
	Total		AAA		AA		A		BBB		BB & Below
	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized
Origination Year	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost
2004 and prior	$     206	$       312	$     136	$       173	$      23	$         34	$      11	$         30	$      21	$         44	$       15	$         31
2005	142	264	79	118	-	-	14	24	6	8	43	114
2006	52	151	-	-	-	-	-	-	-	-	52	151
2009	5	5	-	-	-	-	-	-	-	-	5	5
Total	$     405	$       732	$     215	$       291	$      23	$         34	$      25	$         54	$      27	$         52	$     115	$       301

Lincoln Financial Group
AFS - Asset-Backed Securities - Consumer Loan
As of 9/30/2009
Amounts in Millions
	Total		Credit Card [1]		Auto Loans
	Fair	Amortized	Fair	Amortized	Fair	Amortized
	Value	Cost	Value	Cost	Value	Cost
Rating
AAA	$     463	$       458	$     240	$       239	$     223	$       219
BBB	26	26	26	26	-	-
Total	$     489	$       484	$     266	$       265	$     223	$       219
[1]	Additional indirect credit card exposure through structured securities is excluded from this table.
	See "Credit-Linked Notes (CLN)" disclosure starting on page 122 of the 2008 Form 10K.
Note:	This table does not include the fair value of trading securities totaling $2.8 million which support our Modco
	reinsurance agreements since investment results for these agreements are passed directly to the reinsurers.
	The $2.8 million in trading securities consisted of $2.7 million credit card securities and $0.1 million of auto loans.

Lincoln Financial Group
AFS - Commercial Mortgage-Backed Securities
As of 9/30/2009
Amounts in Millions
	Total		Multiple Property		Single Property		CRE CDOs
	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized
Type	Value	Cost	Value	Cost	Value	Cost	Value	Cost
CMBS	$  2,262	$     2,601	$  2,171	$     2,456	$      91	$       145	$         -	$            -
CRE CDOs	29	55	-	-	-	-	29	55
Total	$  2,291	$     2,656	$  2,171	$     2,456	$      91	$       145	$      29	$         55
Rating
AAA	$  1,686	$     1,669	$  1,617	$     1,594	$      60	$         60	$        9	$         15
AA	303	361	296	351	7	10	-	-
A	146	246	113	182	15	27	18	37
BBB	91	135	84	111	5	21	2	3
BB and below	65	245	61	218	4	27	-	-
Total	$  2,291	$     2,656	$  2,171	$     2,456	$      91	$       145	$      29	$         55
Origination Year
2004 and prior	$  1,469	$     1,578	$  1,393	$     1,494	$      63	$         67	$      13	$         17
2005	508	614	482	538	17	61	9	15
2006	150	261	142	230	1	8	7	23
2007	164	203	154	194	10	9	-	-
Total	$  2,291	$     2,656	$  2,171	$     2,456	$      91	$       145	$      29	$         55
Note:	This table does not include the fair value of trading securities totaling $83 million which support
	our Modco reinsurance agreements since investment results for these agreements are passed
	directly to the reinsurers.  The $83 million in trading securities consisted of $82 million CMBS
	and $1 million CRE CDOs.

Lincoln Financial Group
AFS - Commercial Mortgage-Backed Securities
As of 9/30/2009
Amounts in Millions
	Total		AAA		AA		A		BBB		BB & Below
	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized	Fair	Amortized
Origination Year	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost	Value	Cost
2004 and prior	$  1,469	$     1,578	$  1,073	$     1,055	$     248	$       277	$      96	$       126	$       15	$       27	$       37	$       93
2005	508	614	431	433	30	42	18	44	24	44	5	51
2006	150	261	74	75	21	31	20	56	28	39	7	60
2007	164	203	108	106	4	11	12	20	24	25	16	41
Total	$  2,291	$     2,656	$  1,686	$     1,669	$     303	$       361	$     146	$       246	$       91	$     135	$       65	$     245

Lincoln Financial Group
Commercial Mortgage Loan Portfolio, Net of Reserves
As of 9/30/2009
Amounts in Millions
LNC MORTGAGE LOAN DISTRIBUTION
Property Type	Amt	%	State	Amt	%
Office Building	$   2,511	35%	CA	$     1,493	21%
Industrial	1,929	26%	TX	627	9%
Retail	1,726	24%	MD	430	6%
Apartment	665	9%	FL	329	5%
Hotel/Motel	215	3%	VA	315	4%
Mixed Use	133	2%	TN	311	4%
Other Commercial	98	1%	AZ	303	4%
Total	$   7,277	100%	WA	289	4%
			IL	268	4%
			NC	264	4%
			GA	244	3%
Geographic Region	Amt	%	PA	211	3%
Pacific	$   1,890	26%	NV	205	3%
South Atlantic	1,728	24%	OH	195	2%
East North Central	750	10%	IN	174	2%
Mountain	711	10%	MA	156	2%
West South Central	667	9%	MN	155	2%
Middle Atlantic	482	7%	NJ	142	2%
East South Central	442	6%	SC	131	2%
West North Central	396	5%	NY	129	2%
New England	211	3%	Below 2%	906	12%
Total	$   7,277	100%		$     7,277	100%

Lincoln Financial Group
Additional Disclosure of Insured Bonds and Direct Exposure
As of 9/30/2009
Amounts in Millions
	Direct	Insured	Total	Total	Total	Total
Monoline Name	Exposure  [1]	Bonds [2]	Amortized Cost	Unrealized Gain	Unrealized (Loss)	Fair Value
AMBAC	$                     -	$              260	$               260	$                     2	$                   (71)	$             191
ASSURED GUARANTY LTD	30	-	30	-	(13)	17
FGIC	-	89	89	1	(35)	55
FSA	-	63	63	1	(5)	59
MBIA	12	156	168	10	(28)	150
MGIC	12	6	18	-	(3)	15
PMI GROUP INC	27	-	27	-	(14)	13
RADIAN GROUP INC	19	-	19	-	(9)	10
XL CAPITAL LTD	72	63	135	1	(13)	123
Total	$                172	$              637	$               809	$                   15	$                  (191)	$             633
[1]	Additional direct exposure through Credit Default Swaps with a notional totaling $98 million is excluded from this table.
[2]	Additional indirect insured exposure through structured securities is excluded from this table.   See
	"Credit-Linked Notes (CLN)" disclosure starting on page 122 of the 2008 Form 10K.
Note:	This table does not include the fair value of trading securities totaling $29 million, which support our Modco
	reinsurance agreements since investment results for these agreements are passed directly to the reinsurers.
	The $29 million in trading securities consisted of $9 million of Direct Exposure and $20 million of Insured Exposure.
	This table also excludes insured exposure totaling $13 million for a guaranteed investment tax credit partnership.

EX-99.1

                         NEWS RELEASE

Lincoln Financial Group Reports Third Quarter 2009 Results

_____________________________________________

Strong Fundamentals Drive Sequential Improvement in Income from Operations

Net Flows Continue Growth Trend; Remain Positive in All Segments

Philadelphia, PA, October 28, 2009 – Lincoln Financial Group (NYSE:LNC) today reported net income of $153 million, or $0.44 per diluted share available to common stockholders, for the third quarter of 2009, versus $148 million, or $0.58 per diluted share in the prior-year quarter. The 2009 quarter included a positive adjustment of $55 million, after tax, or $0.18 per diluted share, related to the previously announced sale of Lincoln National (UK) plc; realized investment losses of $42 million, after tax, or $0.14 per diluted share; and a loss of $151 million, after tax, or $0.49 per diluted share, primarily attributable to the non-performance risk factor on the variable annuity hedge program.

Income from operations for the third quarter of 2009 was $276 million, or $0.84 per diluted share available to common stockholders, compared to $298 million, or $1.16 per diluted share, in the third quarter of 2008. The current period reflects lower average variable account values compared to a year ago and a modest loss on alternative investments. The company’s annual comprehensive review of actuarial assumptions had little impact on income from operations in the 2009 quarter.

Income from operations and production results in the third quarter of 2009 exclude Lincoln UK and Delaware Investments, which are now included in discontinued operations for the current period and all periods presented. The current quarter’s earnings available to common stockholders per share reflect the accrued dividend and accretion of discount on the series B preferred stock, as well as an increase in average common shares outstanding primarily related to the company’s recent equity issuance.

Third Quarter 2009 Highlights:

·   Consolidated deposits of $5.3 billion were down 2% from last year, but up 10% from the prior quarter.

·   Consolidated net flows of $2.3 billion were up 34% year-over-year and 25% sequentially.

·   Consecutive quarters of double-digit growth in net flows and equity market appreciation drove ending account balances to $137 billion, the highest level since June 2008.

·   At the end of the third quarter, the company reported a net unrealized gain position on available-for-sale securities of $5 million, after tax, versus a net unrealized loss position of $1.6 billion, after tax, on June 30, 2009.

·   On October 1, the company completed the sale of Lincoln National UK and remains on track to complete the Delaware Investments transaction at or around year-end.

Dennis R. Glass, president and CEO, said, “Lincoln Financial delivered another quarter of solid fundamentals with sequential growth in income from operations, book value per share, deposits and net flows. The strategic actions taken over the last ten months have reaffirmed Lincoln’s position as a strong competitor. We have strengthened our capital position, sharpened our focus on the core insurance and retirement businesses, reinforced our distribution relationships, and updated our product portfolios to better align consumer value, risk management and profitability in today’s environment. As the economy and consumer confidence begin to recover, we are well-positioned to drive profitable growth and long-term value for our stakeholders.”

Third Quarter 2009 – Segment Results

Retirement Solutions

Individual Annuities

The Individual Annuities segment reported income from operations of $95 million in the third quarter of 2009 versus $131 million in the year-ago period, reflecting, in part, lower average variable account balances compared to the prior year. The 2009 quarter included a net positive impact of approximately $15 million, after tax, primarily attributable to positive retrospective DAC unlocking from equity market appreciation. The prior-year period included net positive items of approximately $13 million, after tax, primarily attributable to tax-related items.

Gross annuity deposits were $3.1 billion, up 5% from the prior year and 18% sequentially. Net flows were $1.6 billion, up 70% versus the 2008 quarter and 53% versus the second quarter.

Broad distribution relationships, wholesaler productivity improvements and a diversified fixed and variable product portfolio positively impacted results. Fixed and indexed annuity product deposits of $1.3 billion more than doubled year-over-year and were up 40% sequentially, driving continued improvement in net flows for both periods. Variable annuity product deposits of $1.8 billion and net flows of $747 million were up sequentially 6% and 15%, respectively, but down year-over-year due to market conditions.

Defined Contribution

Defined Contribution reported income from operations of $43 million, versus $42 million for the same period a year ago. The 2009 quarter included a net positive impact of approximately $5 million, after tax, primarily attributable to positive prospective DAC unlocking.

Gross deposits of $1.1 billion were down 17% versus prior year. Total net flows were $144 million, up 55% compared to the year-ago quarter, reflecting continued strong persistency.

Insurance Solutions

Life Insurance

Life Insurance income from operations was $137 million, equal to the third quarter of 2008. The life insurance segment’s results in 2009 reflect capital-related reinsurance transactions and included a net negative impact of approximately $6 million, after tax, primarily attributable to negative prospective DAC unlocking which was partially offset by tax-related items. The 2009 quarter also included a loss on alternative investments of $5 million, after tax, versus alternative investment income of $10 million, after tax, in 2008. The prior period’s results included a net negative impact of approximately $30 million, after tax, primarily related to DAC unlocking.

Life insurance sales were $146 million compared to $190 million in the 2008 period and $124 million in the second quarter of 2009. MoneyGuardÒ, a linked-benefit universal life insurance policy with a long term care rider, and term life insurance sales increased over 60% year-over-year, demonstrating the strength of the diversified product portfolio.

Group Protection

For the third quarter, Group Protection’s income from operations was $35 million, compared to $27 million in the prior-year period. The non-medical loss ratio in the current period was 68%, driven by favorable experience in group disability and life.

Net earned premiums were $380 million in the third quarter, up 2% over the year-ago period, reflecting lower premium persistency due to workforce and wage reductions within small businesses. Annualized sales of $80 million increased 17% year-over-year with voluntary sales representing 37% in the quarter.

Other Operations

The operating loss in Other Operations was $33 million in the quarter, versus $40 million in the prior-year quarter.

Alternative Investment Income

Income from operations in the third quarter of 2009 included a loss on alternative investments of $1 million, after tax, compared to income of $12 million, after tax, in the 2008 period. In the current quarter, the Life Insurance segment reported a loss on alternative investments of $5 million, which was partially offset by alternative investment income of $1 million in the Defined Contribution segment, $2 million in the Individual Annuities segment, and $1 million in the Other Operations segment.

Realized Gains and Losses

Total gross realized losses on general account investments were $174 million, pre DAC and tax, primarily related to residential mortgage backed securities and financial institutions. The variable annuity hedge program performed as expected in the quarter. The after-DAC and tax loss of $151 million was primarily driven by the non-performance risk factor which accounted for $138 million of the loss.

Book Value

As of September 30, 2009, the book value per share of common stock, including accumulated other comprehensive income (AOCI), was $38.56 compared to $37.11 a year ago. Book value per share, excluding AOCI, was $39.29, compared to $44.18 a year ago.

This press release may contain statements that are forward-looking, and actual results may differ materially, especially given the current economic and credit conditions. Please see the Forward-Looking Statements – Cautionary Language that follow for additional factors that may cause actual results to differ materially from our current expectations. 

The tables attached to this release define and reconcile income from operations, ROE, and book value per share excluding AOCI, non-GAAP measures, to net income, ROE, and book value per share including AOCI calculated in accordance with GAAP.

Lincoln Financial Group will discuss the company’s third quarter results with investors in a conference call beginning at 11:00 a.m. (ET) on Thursday, October 29, 2009. Interested persons are invited to listen through the internet. Please go to www.LincolnFinancial.com/webcast at least fifteen minutes prior to the event to register, download and install any necessary streaming media software. Interested persons may also listen to the call by dialing the following numbers:

- Dial:      (888) 715-1391 (Domestic)

(913) 312-6694  (International)

- Ask for the Lincoln National Conference Call.

The company will also post its third quarter 2009 statistical supplement and a general account supplement on its Web site, www.LincolnFinancial.com/investor.

Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. With headquarters in the Philadelphia region, the operating companies of Lincoln Financial Group had assets under management of $137 billion as of September 30, 2009. Through its affiliated companies, Lincoln Financial Group offers: annuities; life, group life and disability insurance; 401(k) and 403(b) plans; savings plans; mutual funds; managed accounts; institutional investments; and comprehensive financial planning and advisory services. Affiliates also include: Delaware Investments, the marketing name for Delaware Management Holdings, Inc. and its subsidiaries. For more information, including a copy of our most recent SEC reports containing our balance sheets, please visit www.LincolnFinancial.com.

Contacts:        Jim Sjoreen                                                                   Laurel O’Brien

484 583-1420                                                                   484 583-1735

Investor Relations                                                        Media Relations

Investorrelations@LFG.com                                       mediarelations@LFG.com

Definition of Income (Loss) from Operations and ROE

Income (loss) from operations and ROE, as used in the earnings release, are non-GAAP financial measures and are not substitutes for net income (loss) and ROE, calculated using GAAP measures.  Income (loss) from operations represents after-tax results excluding, as applicable, realized gains and losses associated with the following: sale or disposal of securities; impairments of securities; change in the fair value of embedded derivatives within certain reinsurance arrangements and the change in the fair value of related trading securities; change in the guaranteed living benefits embedded derivative reserves within our variable annuities net of the change in the fair value of the derivatives we own to hedge the changes in the embedded derivative reserves, the net of which is referred to as GLB net derivatives results; net difference between the benefit ratio reserves on our guaranteed death benefit riders within our variable annuities and the change in the fair value of the derivatives excluding our expected cost of the hedging instruments; and changes in the fair value of the embedded derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods for our indexed annuity products, income (loss) from the initial adoption of changes in accounting standards, income (loss) from reserve changes (net of related amortization) on business sold through reinsurance, losses on early retirement of debt, including subordinated debt, losses from the impairment of intangible assets and income (loss) from discontinued operations.

The earnings used to calculate ROE, as used in the earnings release, are income (loss) from operations.  Income (loss) from operations is an internal measure used by the company in the management of its operations.  Management believes that this performance measure explains the results of the company's ongoing businesses in a manner that allows for a better understanding of the underlying trends in the company's current business because the excluded items are unpredictable and not necessarily indicative of current operating fundamentals or future performance of the business segments, and, in most instances, decisions regarding these items do not necessarily relate to the operations of the individual segments.

	For the Three Months Ended						For the Nine Months Ended
($ in millions, except per share data)	September 30,						September 30,
	2009			2008			2009			2008
Net Income (Loss) Available to Common Stockholders	$	137.0		$	148.3		$	(603.4	)	$	561.7
Less:
Preferred stock dividends and accretion of discount		(16.3	)		-			(16.3	)		-
Minority Interest Adjustment		-			(0.1	)		(0.1	)		(0.6	)
Net Income (Loss)		153.3			148.4			(587.0	)		562.3
Less:
Excluded realized loss, after-tax		(196.0	)		(168.7	)		(600.3	)		(274.0	)
Income from reserve changes (net of related
amortization) on business sold through reinsurance, after-tax		0.4			0.4			1.3			1.3
Gain on early extinguishment of debt, after tax		-			-			41.8			-
Impairment of intangibles, after-tax		1.4			-			(601.5	)		(139.0	)
Income (loss) from discontinued operations, after-tax		72.0			18.9			(74.1	)		68.6
Income from Operations	$	275.5		$	297.8		$	645.8		$	905.4
Earnings (Loss) Per Share (Diluted)
Income from operations		0.84			1.16			2.27			3.48
Net income (loss) (1)		0.44			0.58			(2.21	)		2.16
Average Equity
(Excluding AOCI)	$	11,329.1		$	11,308.2		$	10,803.0		$	11,371.9
Return on Equity
Net income (loss)		5.4	%		5.2	%		-7.2	%		6.6	%
Income from operations		9.7	%		10.5	%		8.0	%		10.6	%

(1)   In those periods with a loss from continuing operations, shares used in the earnings per share calculation represent basic shares, since using diluted shares would have been anti-dilutive. This same concept applies to our income from operations as well.

Definition of Book Value Per Share Excluding AOCI

Book value per share excluding AOCI is calculated based upon a non-GAAP financial measure. It is calculated by dividing (a) stockholders' equity excluding AOCI, by (b) common shares outstanding. Management provides book value per share excluding AOCI to enable investors to analyze the amount of our net worth that is primarily attributable to our business operations. Management believes book value per share excluding AOCI is useful to investors because it eliminates the effect of items that can fluctuate significantly from period to period, primarily based on changes in interest rates.  Book value per share is the most directly comparable GAAP measure. A reconciliation of book value per share to book value per share excluding AOCI as of September 30, 2009 and 2008 is set forth below.

	As of September 30,
	2009			2008
Book value per share, including AOCI	$	38.56		$	37.11
Per share impact of AOCI		(0.73	)		(7.07	)
Book value per share, excluding AOCI	$	39.29		$	44.18

LINCOLN NATIONAL CORPORATION

DIGEST OF EARNINGS

	For the Three Months Ended
	September 30,
($ in millions, except per share data)	2009			2008
Revenues	$	2,080.5		$	2,269.9
Net Income	$	153.3		$	148.4
Preferred stock dividends and accretion of discount		(16.3	)		-
Minority interest adjustment		-			(0.1	)
Net Income Available to Common Stockholders		137.0			148.3
Earnings Per Share - Basic	$	0.45		$	0.58
Earnings Per Share - Diluted		0.44			0.58
Average Shares - Basic		301,803,108			255,865,067
Average Shares - Diluted		310,039,883			257,645,254
	For the Nine Months Ended
	September 30,
		2009			2008
Revenues	$	6,100.00		$	7,070.7
Net Income (Loss)	$	(587.0	)	$	562.3
Preferred stock dividends and accretion of discount		(16.3	)		-
Minority interest adjustment		(0.1	)		(0.6	)
Net Income (Loss) Available to Common Stockholders		(603.4	)		561.7
Earnings (Loss) Per Common Share - Basic	$	(2.21	)	$	2.18
Earnings (Loss) Per Common Share - Diluted (1)		(2.21	)		2.16
Average Shares - Basic		272,651,820			258,192,178
Average Shares - Diluted		276,916,574			259,962,129

(1)   In those periods with a loss from continuing operations, shares used in the earnings per share calculation represent basic shares, since using diluted shares would have been anti-dilutive.

Forward Looking Statements — Cautionary Language

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

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

·   Continued deterioration in general economic and business conditions, both domestic and foreign, that may affect foreign exchange rates, premium levels, claims experience, the level of pension benefit costs and funding and investment results;

·   Continued economic declines and credit market illiquidity could cause us to realize additional impairments on investments and certain intangible assets, including goodwill and a valuation allowance against deferred tax assets, which may reduce future earnings and/or affect our financial condition and ability to raise additional capital or refinance existing debt as it matures;

·   Uncertainty about the impact of the U.S. Treasury's Troubled Asset Relief Program on the economy;

·   The cost and other consequences of our participation in the Capital  Purchase Program, including the impact of existing and future regulations to which we may become subject;

·   Legislative, regulatory or tax changes, both domestic and foreign, that affect the cost of, or demand for, Lincoln's products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business, including changes to statutory reserves and/or risk-based capital requirements related to secondary guarantees under universal life and variable annuity products such as Actuarial Guideline 43 also known as VACARVM; restrictions on revenue sharing and 12b-1 payments; and the potential for U.S. Federal tax reform;

·   The initiation of legal or regulatory proceedings against Lincoln or its subsidiaries, and the outcome of any legal or regulatory proceedings, such as:  adverse actions related to present or past business practices common in businesses in which Lincoln and its subsidiaries compete; adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities and extra-contractual and class action damage cases; new decisions that result in changes in law; and  unexpected trial court rulings;

·   Changes in interest rates causing a reduction of investment income, the margins of Lincoln's fixed annuity and life insurance businesses and demand for Lincoln's products;

·   A decline in the equity markets causing a reduction in the sales of Lincoln's products, a reduction of asset-based fees that Lincoln charges on various investment and insurance products, an acceleration of amortization of deferred acquisition costs, value of business acquired, deferred sales inducements and deferred front-end loads and an increase in liabilities related to guaranteed benefit features of Lincoln's variable annuity products;

·   Ineffectiveness of Lincoln's various hedging strategies used to offset the impact of changes in the value of liabilities due to changes in the level and volatility of the equity markets and interest rates;

·   A deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from Lincoln's assumptions used in pricing its products, in establishing related insurance reserves and in the amortization of intangibles that may result in an increase in reserves and a decrease in net income;

·   Changes in GAAP that may result in unanticipated changes to Lincoln's net income;

·   Lowering of one or more of Lincoln's debt ratings issued by nationally recognized statistical rating organizations and the adverse impact such action may have on Lincoln's ability to raise capital and on its liquidity and financial condition;

·   Lowering of one or more of the insurer financial strength ratings of Lincoln's insurance subsidiaries and the adverse impact such action may have on the premium writings, policy retention, profitability of its insurance subsidiaries and liquidity;

·   Significant credit, accounting, fraud or corporate governance issues that may adversely affect the value of certain investments in the portfolios of Lincoln's companies requiring that Lincoln realize losses on such investments;

·   The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including Lincoln's ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions;

·   The adequacy and collectibility of reinsurance that Lincoln has purchased;

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

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

·   The unknown impact on Lincoln's business resulting from changes in the demographics of Lincoln's client base, as aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life; and

·   Loss of key management, portfolio managers in the Investment Management segment, financial planners or wholesalers.

The risks included here are not exhaustive. Lincoln's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact Lincoln's business and financial performance. Moreover, Lincoln operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors.

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