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

Date of report (Date of earliest event reported): November 12, 2007

LINCOLN NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

INDIANA (State or Other Jurisdiction of Incorporation) 1-6028 (Commission File Number) 35-1140070 (IRS Employer Identification No.)

1500 Market Street, West Tower, Suite 3900 Philadelphia, Pennsylvania (Address of Principal Executive Offices) 19102-2112 (Zip Code)

(215) 448-1400

(Registrant’s telephone number)

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:

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

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

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

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

Item 1.01.  Entry Into a Material Definitive Agreement.

The description of the Stock Purchase Agreement (the “Television Purchase Agreement”) between Lincoln Financial Media Company (“LFMC”), a wholly owned subsidiary of Lincoln National Corporation (“LNC”), and Raycom Holdings, LLC (“Raycom Holdings”) in Item 8.01 is incorporated herein by reference in answer to this Item 1.01.

Item 8.01.  Other Events.

On November 12, 2007, LFMC entered into the Television Purchase Agreement with Raycom Holdings.  Pursuant to the Television Purchase Agreement, LFMC has agreed to sell to Raycom Holdings all of the outstanding capital stock of three of LFMC’s wholly owned subsidiaries:  (i) WBTV, Inc., the owner and operator of television station WBTV, Charlotte, North Carolina, (ii) WCSC, Inc., the owner and operator of television station WCSC, Charleston, South Carolina, and (iii) WWBT, Inc., the owner and operator of television station WWBT, Richmond, Virginia.

Upon the completion of the transaction contemplated by the Television Purchase Agreement, LFMC expects to receive proceeds of $548 million, subject to certain adjustments.  LFMC and Raycom Holdings have each made customary representations, warranties and covenants in the Television Purchase Agreement.  The completion of the transaction contemplated by the Television Purchase Agreement is subject to regulatory approvals, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and approval of the Federal Communications Commission (the “FCC”), and the satisfaction of other customary conditions, many of which are beyond LFMC’s control, and no assurance can be given that such completion will occur.

LNC and Raycom Media, Inc., Raycom Holdings’ parent (“Raycom”), agreed to guaranty all of the obligations of LFMC and Raycom Holdings, respectively, under the Television Purchase Agreement.

On November 12, 2007, LFMC also entered into a Stock Purchase Agreement (the “Sports Purchase Agreement”) with Raycom Holdings.  Pursuant to the Sports Purchase Agreement, LFMC has agreed to sell to Raycom Holdings all of the outstanding capital stock of Lincoln Financial Sports, Inc., a wholly owned subsidiary of LFMC.  Upon the completion of the transaction contemplated by the Sports Purchase Agreement, LFMC expects to receive proceeds of $35 million, subject to certain adjustments.  LFMC and Raycom Holdings have made customary representations, warranties and covenants in the Sports Purchase Agreement.  The completion of the transaction contemplated by the Sports Purchase Agreement is subject to the satisfaction of customary conditions, many of which are beyond LFMC’s control, and no assurance can be given that such completion will occur.

LNC and Raycom agreed to guaranty all of the obligations of LFMC and Raycom Holdings, respectively, under the Sports Purchase Agreement.

Finally, on November 12, 2007, LFMC entered into a Stock Purchase Agreement (the “Radio Purchase Agreement”) with Greater Media, Inc. (“Greater Media”).  Pursuant to the

Radio Purchase Agreement, LFMC has agreed to sell to Greater Media all of the outstanding capital stock of Lincoln Financial Media Company of North Carolina, the owner and operator of radio stations WBT(AM), Charlotte, North Carolina, WBT-FM, Chester, South Carolina and WLNK(FM), Charlotte, North Carolina.

Upon the completion of the transaction contemplated by the Radio Purchase Agreement, LFMC expects to receive proceeds of $100 million, subject to certain adjustments.  LFMC and Greater Media have each made customary representations, warranties and covenants in the Radio Purchase Agreement.  The completion of the transaction contemplated by the Radio Purchase Agreement is subject to regulatory approvals, including the expiration of the waiting period under the HSR Act and approval of the FCC, and the satisfaction of other customary conditions, many of which are beyond LFMC’s control, and no assurance can be given that such completion will occur.

LNC agreed to guaranty all of the obligations of LFMC under the Radio Purchase Agreement.

On November 12 2007, LNC issued a press release regarding the foregoing transactions, which is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 12, 2007.

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/Frederick J. Crawford
Name:	Frederick J. Crawford
Title:	Senior Vice President and
	Chief Financial Officer

Date:  November 14, 2007

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated November 12, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lincoln Financial Group Announces Sale of Television, Sports,

and Charlotte Radio Properties

Philadelphia, November 12, 2007 – Lincoln Financial Group (NYSE: LNC) today announced that it has reached definitive agreements to sell its three television stations in Charlotte, Richmond, and Charleston, as well as its sports syndication business, to Raycom Media for $583 million in cash. Lincoln Financial also announced that it has reached a separate definitive agreement with Greater Media to sell its Charlotte radio stations for $100 million in cash. The company will continue to operate and invest in its remaining radio properties to improve value and will explore options to divest those assets as market conditions dictate.

“We are pleased to have reached these agreements with Raycom Media and Greater Media,” said Lincoln Financial Group President and CEO Dennis R. Glass. “Raycom has been a valuable partner in the sports syndication business and, given Raycom’s presence in the southeastern U.S., is a logical partner for our television assets. Greater Media is a well-established company with significant radio holdings in Boston, Detroit, and Philadelphia, as well as throughout New Jersey. It is known for its belief in local management and community service. Both are high-quality media companies with a commitment to building these businesses.”

Net proceeds from the transactions are expected to be used primarily for debt reduction and share repurchases. The sports syndication transaction is expected to close by early December. The transactions for the television and radio properties, which are expected to close by the second quarter of 2008, are subject to regulatory approval and other customary closing conditions. Management expects to provide additional information regarding the transactions at the company’s 2007 Conference for Investors and Bankers on November 13, 2007.

Merrill Lynch & Co. served as exclusive financial advisor to Lincoln Financial Group.

About Lincoln Financial Group

Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. With headquarters in Philadelphia, the companies of Lincoln Financial Group had assets under management of $251 billion as of September 30, 2007. 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; Lincoln Financial Media, which owns and operates three television stations, 18 radio stations, and the Lincoln Financial Sports production and syndication business; and Lincoln UK. For more information, including a copy of our most recent SEC reports containing our balance sheets, please visit www.LincolnFinancial.com.

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Investor Contact:	Media Contact:
Jim Sjoreen	Laurel O'Brien
215 448-1420	215 255-1520
E-mail: InvestorRelations@LFG.com	E-mail: MediaRelations@LFG.com

Forward-Looking Statements—Cautionary Language

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

•   Problems arising with the ability to successfully integrate Jefferson-Pilot’s businesses, which may affect our ability to operate as effectively and efficiently as expected or to achieve the expected synergies from the merger or to achieve such synergies within our expected timeframe;

•   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 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: (a) adverse actions related to present or past business practices common in businesses in which Lincoln and its subsidiaries compete; (b) 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; (c) new decisions that result in changes in law; and (d) 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, including as a result of investor-owned life insurance business;

•   Changes in accounting principles generally accepted in the United States that may result in unanticipated changes to Lincoln’s net income, including the impact of  Statements of Financial Accounting Standards 157 and 159;

•   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, and profitability of its insurance subsidiaries;

•   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, 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;

•   Loss of key management, portfolio managers in the Investment Management segment, financial planners or wholesalers; and

•   Changes in general economic or business conditions, both domestic and foreign, that may be less favorable than expected and may affect foreign exchange rates, premium levels, claims experience, the level of pension benefit costs and funding, and investment results.

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 report.