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30-Jul-2015

Lincoln National Corp. (LNC)

Q2 2015 Earnings Call

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CORPORATE PARTICIPANTS

Christopher A. Giovanni Senior Vice President & Head-Investor Relations

Dennis R. Glass President, Chief Executive Officer & Director

Randal J. Freitag Chief Financial Officer & Executive Vice President

......................................................................................................................................................................................................................................................

OTHER PARTICIPANTS

Jamminder S. Bhullar JPMorgan Securities LLC

Steven D. Schwartz Raymond James & Associates, Inc.

Suneet L. Kamath UBS Securities LLC

Robert R. Glasspiegel Janney Montgomery Scott LLC

Colin W. Devine Jefferies LLC

Mike E. Kovac Goldman Sachs & Co.

Jay H. Gelb Barclays Capital, Inc.

......................................................................................................................................................................................................................................................

MANAGEMENT DISCUSSION SECTION

Operator: Good morning, and thank you for joining Lincoln Financial Group's Second Quarter 2015 Earnings

Conference Call. At this time, all lines are in a listen-only mode. Later we will announce the opportunity for

questions and instructions will be given at that time. [Operator Instructions]

At this time, I would now like to turn the conference over to Senior Vice President of Investor Relations, Chris

Giovanni. Please go ahead, sir. ......................................................................................................................................................................................................................................................

Christopher A. Giovanni Senior Vice President & Head-Investor Relations

Thank you, Bridgette. Good morning, and welcome to Lincoln Financial's second quarter earnings call. Before we

begin, I have an important reminder. Any comments made during the call regarding future expectations, trends

and market conditions, including comments about sales and deposits, expenses, income from operations and

liquidity and capital resources are forward-looking statements under the Private Securities Litigation Reform Act

of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results to differ

materially from current expectations. These risks and uncertainties are described in the cautionary statement

disclosures in our earnings release issued yesterday and our reports on Forms 8-K, 10-Q and 10-K filed with the

SEC.

We appreciate your participation today and invite you to visit Lincoln's website, www.lincolnfinancial.com, where

you can find our press release and statistical supplement, which include a full reconciliation of the non-GAAP

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measures used in the call, including income from operations and return on equity, to the most comparable GAAP

measures.

So presenting on today's call are Dennis Glass, President and Chief Executive Officer; and Randy Freitag, Chief

Financial Officer. After their prepared remarks, we will move to the question-and-answer portion of the call.

I would now like to turn the call over to Dennis. ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director

Thank you, Chris. And good morning, everyone. Operating earnings per share increased over the first quarter of

this year, as we saw significant earnings improvement in our Group Protection business. Elevated mortality in

Individual Life, driven by abnormally-high claims severity, resulted in EPS being roughly flat versus the prior-year

quarter. Excluding notable items in both periods, EPS would have increased mid-single-digits.

Positive momentum in key business drivers across our four segments is encouraging and supports our growth,

profitability and capital management initiatives.

Let me quickly touch on each of these areas before commenting on segment results. First, growth. In the second

quarter, sales, compared to the first quarter, increased 9% or more in all of our businesses and we continued to

benefit from various product introductions and refinements. Importantly, our mix of sales is increasingly

diversified and returns on new business remain very, very attractive. We also, once again, generated positive net

flows in every business, which contributed to total average account values being up 6% to a record $224 billion.

Next, turning to profitability. We are encouraged by the earnings improvement we saw this quarter in Group

Protection as management actions, aimed at restoring profitability, are beginning to gain traction. Total earnings

progress was masked by adverse Individual Life mortality, but our positive outlook for this business has not

changed, and I hope you will get a better sense of our earnings potential in a more benign Individual Life mortality

quarter and as Group Protection continues to recover.

Lastly, capital management. Our balance sheet remains a source of strength and capital generation continues to

support active capital management with another $150 million of share repurchases completed in the quarter. We

have put more than $2.5 billion towards buybacks over the past four years, driving our share count to a post-

merger low.

Now turning to our business lines, starting with Annuities. It was another quarter of great results, as our high-

quality income stream continues to grow. Total annuity sales of $3.4 billion were consistent with the outlook we

provided in the first quarter. Recall we expected sales to exceed $3 billion. Sales grew 13% from the first quarter

and increased sequentially for the first time in the last year, a testament to our consistent approach to the market

and our commitment to this high return business.

Variable annuity sales totaled $3 billion, and our strategic goal to increase the percentage of VA sales from

products without living benefits to 30% has almost been attained. This quarter, we reached 28%, marking the

eighth straight quarter of sequential increases. When factoring in the impact on sales covered by our reinsurance

treaty, non-guaranteed products comprised 59% of total VA sales.

An important contributor to this risk diversification strategy has been the very successful launch of Investor

Advantage, our investment focused VA product, that provides an efficient platform for account value performance.

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It is worth noting that in the first year, Investor Advantage sales exceeded $650 million, marking another very

successful pivot for Lincoln.

Net flows totaled nearly $400 million, more than double first-quarter levels. When combined with favorable

equity markets through most of the second quarter, average account balance increased 6% to $126 billion, all of

which supported another solid earnings quarter.

We have produced a track record of consistent, high-quality annuity earnings. We expect this to continue as new

business returns remain attractive. Demographic tailwinds still support product demand. And we believe our

disciplined approach to risk management, combined with product innovation, will enable us to respond to future

changes in the marketplace.

Turning to Individual Life, we recognize there will be a focus on our second straight quarter of adverse mortality.

We continue to view this as a fluctuation in mortality, and note the underlying experience in each quarter was very

different. Randy will touch on this later.

In terms of sales, total life insurance sales in the quarter were $201 million, a 17% increase from prior-year

quarter, as results benefit from a large COLI sale. Sales across our aggregate life portfolio continue to achieve our

12% to 15% hurdle rate for returns.

The strength of our distribution, along with product breadth, enables us to advance our product portfolio

diversification, including selling more products without long-term guarantees. This quarter, no single product

represented more than 23% of our total production, an improvement from last year, and 73% of our sales did not

have long-term guarantees, up from 58% in the prior year quarter.

Focusing on individual life insurance, sales increased 12% sequentially as the strong momentum we discussed on

our first quarter earnings call was sustained. MoneyGuard sales increased 15% over the prior-year quarter, as we

are benefiting from the expansion of our MoneyGuard II product, which we released in 2014. Indexed universal

life sales are growing as the marketplace adapts to new illustration requirements that take place beginning

September 1. Growth in these two products is being offset by decline in VUL and term, though we expect new

product launches to help drive future sales in these products.

Our outlook for the Life Insurance business remains positive. Drivers continue to indicate mid-single-digit

earnings growth as our diversified product portfolio, combined with depth and breadth of our distribution,

distinguishes Lincoln in the marketplace.

Turning to Group Protection. As I noted earlier, we are encouraged by the earnings improvement this quarter and

reiterate that we expect to approach our target margin range of 5% to 7% by late 2016, early 2017. Second-quarter

sales of $62 million were down 15% compared to the prior-year quarter. Our pricing actions continue to put

downward pressure on new business opportunities, and we expect sales growth to remain soft as we move through

the year.

We continue to make inroads on our targeted strategy to further expand the employee-paid voluntary market.

This is an important element in our overall strategy to achieve and sustain profitable growth in this business. In

the quarter, 44% of our sales were employee-paid, up slightly year-over-year.

So, the bottom line in Group Protection is we are encouraged by the earnings improvement we saw this quarter;

management actions aimed at restoring profitability are gaining traction and position us well to achieve our target

margin range.

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In Retirement Plan Services, earnings were impacted by higher expenses, in part related to investments for future

growth combined with lower spread income, though underlying business drivers remain firmly intact. Second

quarter deposits of $1.9 billion were up 3% from a year ago, and included growth in both recurring deposits and

first year sales. Deposits increased 9% sequentially due to a pick-up in first year sales activity. We believe this

momentum is driven by investments we are making in our sales force and technology, and we expect to benefit

further from these investments over time as we grow into our improved infrastructure.

Net flows remain a strong story in our Retirement business. Net flows of $306 million in the quarter increased our

year-to-date total to $422 million, compared to just $5 million in the prior quarter (sic) [period] (11:24). Success

is being driven by a number of factors, including strong sales momentum in the mid-large market, where we have

had nearly three times as many wins compared to this time last year.

Our pipeline remains strong. And as a result, our outlook for positive net flows is intact and we now expect flows

in the third quarter to exceed the second quarter, marking the third straight quarter of sequential growth. Fourth

quarter is when we typically see large case movement, which reduces our ability to forecast net flows at this point,

but we can provide more insight next quarter.

In distribution, we had another strong quarter. The depth and breadth of our retail, wholesale and worksite teams

continue to be a differentiator, enabling us to drive sequential increase in sales I noted in my business segment

commentary. Distribution also enables us to shift our business mix. Notably, 69% of our total sales did not have

long-term guarantees, up from 62% a year ago.

We continue to invest in and grow our client-facing professionals, as total head count now stands at over 1,400, up

3% versus the prior year. These professionals help tell our compelling story to the 64,000 producers that sold

Lincoln products over the past year and the 91,000 that have sold our products in the last 24 months. You've

heard me say many times that distribution is a competitive advantage for Lincoln, and I expect this to continue as

our strong diverse distribution franchises are well positioned to navigate future product and marketplace changes.

And briefly on investment management, we put new money to work in the second quarter at an average yield of

4.3%, which was up from 3.8% in the first quarter, as we benefited from rising market yields and asset mix. We

continue to see value in less liquid asset classes where yields and underlying fundamentals remain attractive. We

are not reaching for yield in below-investment-grade assets which represented 4.4% of purchases this quarter and

is less than our total portfolio's below-investment-grade assets of 5.2%. Alternative investment income improved

to $28 million compared to $8 million in the first quarter, with positive contributions from both our private

equity and hedge fund strategies.

Lastly, with respect to the Department of Labor fiduciary standards proposal; consistent with the DOL's goals, we

want Americans to buy the right product at the right price with a complete understanding of the cost and benefits.

The tug and pull is around how best to achieve these objectives. We submitted comment letters last week with our

recommendations, as did a number of other industry participants and major trade associations. Importantly, the

DOL seems to be showing a willingness to listen and make changes to the proposal.

We recognize there are questions on the implications to our business. However, it is still early and hard to predict

where this will end up. I would say, if there is short-term sales disruption, lowering sales for some reason, we

would be able to reallocate capital to share buybacks to blunt much of the earnings-per-share impact. Over that

period, we would be very active pivoting to new products, expanding our reach in existing markets, while

accessing our broad and diverse set of producers to drive future sales growth. You have seen us do this repeatedly

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and very effectively across all product lines in the past 36 months, and I'm confident we will once again respond to

marketplace or regulatory changes effectively.

In closing, I'm very pleased our actions taken to restore profitability in Group Protection are gaining momentum.

Our investments in RPS position us well for future growth, while in our Life business drivers continue to indicate

mid-single-digit earnings growth potential. In Annuities, we once again grew our high-quality income stream.

Bottom line, as we continue to see sales grow with very attractive new business returns across our franchise, we

are confident future earnings growth will follow.

I will now turn the call over to Randy. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President

Thank you, Dennis. Last night, we reported income from operations of $371 million or $1.46 per share for the

second quarter. Excluding notable items, EPS increased 4% year-over-year, as this quarter was negatively

impacted by $0.03 while last year second quarter benefited $0.04.

This year's results were also negatively impacted $28 million from elevated mortality in Individual Life due to

several large claims. As you know, we do not normalize for mortality as it will fluctuate from quarter to quarter.

However, we felt the abnormally high claims severity should be noted.

This quarter, we produced positive results in several key performance metrics. The top line, once again, posted

healthy mid-single-digit growth, with operating revenue up 4%. Another quarter of positive net flows in all of our

segments, combined with growth in equity markets, resulted in average account values reaching $224 billion, a

record level. Book value per share, excluding AOCI, grew 8% to $50.83, as below-the-line items have been

insignificant, enabling our operating earnings to consistently compound book value in the high-single-digit range.

Operating return on equity came in at 11.7%, up 50 basis points from the first quarter, as Group Protection

earnings improved. And finally, our balance sheet remains well positioned, providing significant financial

flexibility.

Turning to segment results and starting with Annuities. Reported earnings for the quarter were $255 million, a

12% increase over last year. Operating revenues increased 7% from the second quarter of 2014, as positive net

flows continued and equity markets remain supportive. This combination resulted in a 6% increase in average

account values that reached $126 billion at the end of the quarter. Return metrics remain strong and consistent

with recent periods. ROA increased 4 basis points versus the prior year while ROE came in at 25%, again a very

strong result. And in fact, annuity ROEs have consistently been exceeding 20% for several years now.

Strong results from our hedge program, combined with minimal policyholder behavior impacts, further

demonstrate the very high quality of our annuity income stream. Importantly, we also remain disciplined in how

we allocate capital to our annuity business, and this has not hampered our ability to maintain strong ROEs,

something that Dennis mentioned earlier that we expect to continue.

Turning to our Life Insurance segment, earnings of $105 million were down due to elevated mortality.

Importantly, our claim counts declined, as expected, from a seasonally high first quarter. Sequentially, claim

counts decreased 11%, while the year-over-year increase was consistent with in-force growth. Therefore, our

adverse mortality this quarter was primarily driven by several large claims that resulted in abnormally high claims

severity. As I noted upfront, this negatively impacted earnings by $28 million.

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Let me bring you inside Lincoln to provide perspective on how we assessed and analyzed this quarter's mortality

results, including our key takeaways. Let's start with count experience, which measures frequency. This quarter

was favorable 2% to our expectations, while amount experience, with measures dollars of claims, was unfavorable

by 14%. Favorable counts experience and unfavorable amount experience indicates claims severity as the

underlying driver of results.

On a statistical basis, this quarter was a 99-percentile kind of event, equivalent to a 1-in-100 event, so very

uncommon. Included in this quarter's elevated claims severity was unfavorable experience in the large case

segment, meaning policies above $5 million. Within this cohort was an unusual concentration of injury-related

deaths which occurred to policyholders in their 40s. It is also worth mentioning that the business we recaptured at

year-end was largely in line with our expectation and was not a driver of the quarter's adverse mortality. We

continue to expect the recapture transactions to be accretive to EPS.

Quickly on Life earnings drivers, average account values increased 5% with in-force face amount up 3%, consistent

with recent performance and our organic growth expectations. Normalized spreads came in at 165 basis points,

down 3 basis points from the prior year. Spread compression continues, but is definitely abating.

So overall, adverse mortality results in the quarter, but our analysis points to this being a quarter marked

exclusively by volatility, we continue to expect that when viewed over a more extended period of time, mortality

experience will be in line with our longer term expectations. And in fact, if you look at both count and amount

experience for a more extended period of time, say 2010 to 2014, we see that it was right on top of our

expectations.

Our outlook for our Life Insurance business remains positive, marked by mid-single-digit driver growth, good

returns on new business, and prospects for spread compression to abate.

In Retirement Plan Services, we reported earnings of $30 million. Account values benefited from positive net

flows in the second quarter, along with supportive equity markets. And as a result, average account values

increased sequentially and ended the quarter at $55 million, up 5% versus the prior year. Normalized spreads

compressed 12 basis points versus the prior-year quarter, consistent with our expectation for spreads to decline by

10 basis points to 15 basis points annually in the Retirement business.

Earnings were negatively impacted a couple million dollars from expense anomalies that are unlikely to persist.

However, I would note that results will continue to include incremental investments in IT and our sales force. We

expect these incremental investments to position us well for future growth that, when combined with rising

interest rates, should lead to earnings growth in RPS.

Group Protection earnings of $19 million were well above the $2 million reported in the prior-year quarter and

operating losses the past two quarters. Loss ratios benefited from the pricing and claims management actions we

have been implementing.

Our non-medical loss ratio improved from 78.1% in the first quarter to 73.6% this quarter. This marks our lowest

loss ratio since the third quarter of 2013. Sequential progress was driven by improvement in all product lines, life,

disability and dental.

Our disability loss ratio improved 7 percentage points over the prior year, as LTD incidence and recoveries

continue to improve. Caseloads per claim examiner, which were elevated, are likely to reach targeted levels in the

third quarter, which should help reduce some of our recent earnings volatility.

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Excluding $10 million of accelerated amortization of DAC in the first quarter, this marks our second straight

quarter of solid earnings improvement. So we are encouraged by this momentum, which reflects management

actions aimed at restoring profitability. Nevertheless, claims can be volatile quarter to quarter. Despite that, I

believe this quarter validates that we are on a path to an earnings recovery in Group Protection.

Before moving to Q&A, let me comment on a few other items of note. Our business model continues to generate

capital, allowing us to support sales growth at very attractive returns, while also allocating capital to shareholders.

Capital return remains a key focus. And to this point, buybacks totaled $150 million in the second quarter, moving

us to $500 million year-to-date. Statutory surplus stands at $8.4 billion, and we estimate our RBC ratio will end

the quarter at approximately 505%, a very strong number. Holding company cash ended the quarter at $545

million, as we retired $250 million of debt in June. Recall that we pre-funded that maturity with our March debt

offering.

On prior conference calls, we have noted we remain comfortable with our leverage and capital structure. As you

know, our capital structure includes hybrids, which move to floating-rate coupons in 2016 and 2017. I'd like to

point out, though, that we have entered into swaps to lock in a fixed rate on those securities and our current intent

is to hold them.

So to conclude and looking forward, organic growth drivers are firmly intact. Margin improvement in Group

Protection is emerging. Abnormally high claims severity in Individual Life is unlikely to repeat. Enterprise

expense discipline creates an earnings lever. Spread compression is abating; and at current rates, we expect to be

at the low end of the 2% to 3% range we've previously communicated. And our outlook for capital management

remains strong and is aligned with shareholders.

With that, let me turn the call over to the operator for questions.

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QUESTION AND ANSWER SECTION

Operator: Thank you. [Operator Instructions] Our first question is from Jimmy Bhullar with JPMorgan. Your

line is open. ......................................................................................................................................................................................................................................................

Jamminder S. Bhullar JPMorgan Securities LLC Q Hi. The first question is just on, if you think about the DOL standards, the way the preliminary proposal was, how

do you think it'll affect your business whether it's in Annuities or in Life Insurance or Retirement? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Jimmy, it's very difficult to speculate about provisions that are in motion, if you will, they're changing. I think the

analyst observations on this focused on the possibility of the VA business being affected by it. That would be

related to whether or not and how we charge for advice inside of qualified plans, whether it's commission or fee

for advice. But on that particular point, I'm going to repeat what I said a minute ago. If VA sales were to be

affected and decline a little bit, we'd take that capital that would be otherwise employed for the sales and buy

shares back and blunt the large majority of that impact, giving us time to pivot, as we have demonstrated in the

past we can pivot. So I'm answering the question that I see in a lot of analyst reports first, not that I think that a

outcome that is certain. ......................................................................................................................................................................................................................................................

Jamminder S. Bhullar JPMorgan Securities LLC Q But besides commissions, does it affect your ability to sell VAs without guarantees in retirement plans? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Would it affect our ability to sell [ph] variable renewals (29:42) in retirement...? ......................................................................................................................................................................................................................................................

Jamminder S. Bhullar JPMorgan Securities LLC Q Within qualified plans, if you...? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A If you have to change the structure of how you pay the advisors who are selling it, that's the biggest issue. Again,

we're not at all convinced that that's going to happen. It could. ......................................................................................................................................................................................................................................................

Jamminder S. Bhullar JPMorgan Securities LLC Q And any impacts that you see in any of the other businesses? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A

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The other impacts are more opaque. There could be some issues in terms of extra cost in the retirement business,

which we would – and this is the problem with the Department of Labor's proposal. It, unfortunately, could and,

again, they are willing to move it or they're willing to respond, because everybody's goal is to keep costs low and

value high for Americans. And so I think we have to work with the DOL to remove some of the extra paperwork

that seems to be required so that costs aren't increased that might ultimately be transferred to the customer. ......................................................................................................................................................................................................................................................

Jamminder S. Bhullar JPMorgan Securities LLC Q Okay. And then there's been a lot of talk about M&A recently. How do you view Lincoln in the current

environment? Maybe discuss your interest in the potential acquisitions; you've talked about interest in group

insurance and retirement in the past. Are you still looking at doing deals in those businesses? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A That's a great question. I've been thinking to myself the last couple of days, across the financial services industry, I

guess maybe excluding banks, it's a bit of a rodeo out there, P&C, healthcare companies. And each of those

industries, have idiosyncratic reasons why it's occurring.

If you look at the life insurance industry, we've got two important transactions. Of course, the Protective

transaction and now StanCorp, which reflects new capital coming into the marketplace. New capital coming into

the marketplace is a good thing. As we know, or as has been talked about, and it appears, the returns that these

companies are being bought at are probably mid-single-digit. If I look at and hear what's going on elsewhere in

our industry, with some of the strategic deals that have been done over the past 24 months. And once again, the

discount rates seem to be 7% to 8% even after taking into consideration – or taking into consideration synergies

and revenue enhancing opportunities. So 7% to 8% for buying businesses, when you are able to put new business

out at 12% to 14%, when you can buy your capital back at 12% to 14% just seems to be, at the moment, a pretty

huge impediment for Lincoln to be doing transactions.

Having said that, discount rates change, market environments change, sometimes some companies have a greater

ability to affect the income of the target company so that it can get actually a lot of earnings and discount those

earnings back at a decent discount rate and still win, so. But in summary, when you find businesses at 8% and you

can sell your new product at 12% to 14%, I think, at Lincoln, we choose selling new product at 12% to 14%. And if

we're generating more capital as we have been than what's necessary to support new products, we'll buy our stock

back because we still think we can get that kind of return on it. I'm sorry I've gone on a little bit. ......................................................................................................................................................................................................................................................

Jamminder S. Bhullar JPMorgan Securities LLC Q No. Thank you. And just lastly, how do you see Lincoln as a potential takeout candidate in this environment? Do

you have scale in all the businesses that you're in that you can do well on your own or are you looking for – you

think you'll be better off as part of a larger company or are you too large to be acquired because the Japanese

companies, obviously the ones that they bought, were about half of your size? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Yeah. Jimmy, again, over the time I've been in the business, all the things that you've mentioned has changed.

What has not changed is our view that we will look to any opportunity to enhance shareholder value. And if that

includes some of the things you talked about, great. But the critical issue is what's our potential as a standalone

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company? And we think that's great. If there's something else that might be better than that over the long term,

obviously we would consider it. But our focus right now has to be, continues to be, as it always has been, building

a great franchise that produces earnings growth and grows over time. ......................................................................................................................................................................................................................................................

Jamminder S. Bhullar JPMorgan Securities LLC Q Thank you. ......................................................................................................................................................................................................................................................

Operator: Thank you. And our next question is from Steven Schwartz with Raymond James. Your line is open. ......................................................................................................................................................................................................................................................

Steven D. Schwartz Raymond James & Associates, Inc. Q Hey. Good morning, everybody. A couple. I don't know if Mark is there or not is a question that has to do a little

bit I think with the DOL and FINRA in this case. Does LFN sell VAs with C shares? There seems to be a movement

at FINRA trying to forbid this practice, which seems to be contradicting the DOL. So I'm just wondering about

LFN. ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Steve, we're going to have to get back to you on that. At LFN, we sell products on a variety of commission bases.

We don't have in front of us the statistics as to which one dominates. ......................................................................................................................................................................................................................................................

Steven D. Schwartz Raymond James & Associates, Inc. Q Okay. ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A So if you don't mind, we'll get back to you on that. ......................................................................................................................................................................................................................................................

Steven D. Schwartz Raymond James & Associates, Inc. Q No, not a problem. I realize that was a little bit out of the box. Two more though. Randy, was the takeaway – I'm

just going a little fast, was the takeaway on the mortality that it was predominantly driven by accidental deaths,

people in their 40s? ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A Yeah. As I noted, we had $28 million of after-tax impact in the quarter. Now if you turn that into dollars of claims,

it was about $46 million of claims over and above what we expect. If you dig inside of that $46 million, what you

see $32 million of it was located, as I mentioned in my script, in policies that were bigger than $5 million. So it

definitely had a large claim bias. And inside of that $32 million, what we saw was $20 million or so, $19 or $20

million was located inside of the 40 – a younger age bucket, a younger age cohort, people in their 40s and they

were predominantly accidental deaths in nature. So when I think of accidental deaths, I think of things like

homicides, accidental deaths, suicide, that sort of stuff. So it was definitely driven by these large claims for the

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quarter, as they made up nearly 70% of the total. And inside of that, there was a trend in younger age deaths,

which is just well outside of the norm, well outside of our expectations. ......................................................................................................................................................................................................................................................

Steven D. Schwartz Raymond James & Associates, Inc. Q Okay. All right, that's good insight. And then one more for you. You talked about a little bit with Retirement Plan,

but I think overall prepayments, buying make-wholes and other variable investment income was very low for the

quarter, at least relative to what's in the supplement. Is there a way to put a number on this by any chance? First,

do you agree? And then second, is there a way to put a number on this? ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A I guess I have a... ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Are you asking, is the level unusual in those two categories? ......................................................................................................................................................................................................................................................

Steven D. Schwartz Raymond James & Associates, Inc. Q Well, in general for the company. ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Yeah. Well, let me respond specifically to what happened in the quarter. We had $28 million of alternative

income, which is about where we've been over the last two years, 2013 and 2014, averaged around $25 million. On

prepayment, we were at $11 million, which compares to about $30 million over the last two years. So it's a little

less than what we experienced. Prepayment income is moving income from one period to another, so we don't

focus on that a lot. We do do a lot of analysis as to whether or not there is a potential for that number to increase

or decrease. I think where interest rates are and where our book is specifically, prepayment income probably will

play a part of our earnings for a couple more years. ......................................................................................................................................................................................................................................................

Steven D. Schwartz Raymond James & Associates, Inc. Q Okay. Thank you, Dennis. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A Steven, I'd point out in that regard that when you bring it down to the businesses year-over-year, prepayment

income last year was really a benefit for the Life Insurance business in the second quarter. And if you remember,

on last year's call, in Life Insurance business, I noted that they had roughly $6 million after DAC and tax of benefit

from strong prepayment income. There was probably a little bit of benefit in the Retirement business last year in

the second quarter, but I specifically spiked out last year's $6 million for the Life Insurance business that they

didn't have this year. ......................................................................................................................................................................................................................................................

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Steven D. Schwartz Raymond James & Associates, Inc. Q Okay. All right. Thanks, guys. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A You bet. ......................................................................................................................................................................................................................................................

Operator: And our next question is from Suneet Kamath with UBS. Your line is open. ......................................................................................................................................................................................................................................................

Suneet L. Kamath UBS Securities LLC Q Thanks. Good morning. Just first on the mortality, Dennis, you had referenced two sequential quarters with bad

mortality. So as we sit here ahead of this third quarter DAC review, how should we think about how these two

quarters are going to inform whether or not you may need to take some action on the life DAC in the third quarter

review? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A I think you asked me, but I'm going to turn that quickly over to Randy. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A Yeah, I'll take that, Suneet. Obviously, when we look at our assumptions, especially a long-term assumption like

mortality, it's a lot more data than the last two quarters. So while it may have some small impact over the A/Es we

would project going forward, it's relatively small when you think about the longer-term context of the amount of

mortality experience we have as a company. I'd point out on this mortality, I talked about this particular quarter

the counts experience was 2% favorable and the amount experience was 14% unfavorable. If you look at those

same statistics over a more extended period of time, just they're right on top of expectations. I talked about a five-

year period, 2010 to 2014, in both those numbers exactly at 100% of our expectations. Now year-by-year, you'd

see it 1% higher or 1% lower or 2% higher, 2% lower, but over that more extended period of time right on top of

our expectations. So really see these two quarters as outliers, and I wouldn't expect them to have a significant

impact on the third quarter unlocking. ......................................................................................................................................................................................................................................................

Suneet L. Kamath UBS Securities LLC Q Okay. And then while we're on the subject of the third quarter unlocking, any comments on where we sit today in

terms of interest rates? ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A No. More broadly speaking on the third quarter unlocking, and when I think about unlocking I really sort of break

it down into three buckets. First, I think about elective policyholder behavior, and you're well aware that's been a

very strong story at Lincoln, think things like lapses. If you think over the last four years, five years, six years, just

been a very strong story, hasn't had much impact at all on the results and I wouldn't imagine or I don't expect

really much impact from the last year of experience. Then you've got unelective policyholder behavior, that's

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mortality, we just talked about mortality. And then you have the market-driven inputs, you have the J curve on the

long-term earned rate assumption and then the long-term growth rate of the separate accounts. We'll look at both

those when we have another year of information, we have another year of low rates, and that will impact

somewhat our analysis. But I'm not going to front-run the results, but we'll definitely take a hard look at those

market-driven inputs. ......................................................................................................................................................................................................................................................

Suneet L. Kamath UBS Securities LLC Q Got it. And then just for Dennis, I guess this one is for you, on the DOL proposal. I hear your comments about

potential changes that may come to pass over the next couple of months. I've read some stories in the press about

that as well. So I guess my question is, when you talk about your expectations that things may change, is that

based on the conversations that you're actually having in D.C. or is it based on just kind of the general

commentary in the media? And the reason I ask the question is, as I've talked to our own contacts and some

contacts in D.C., I just get the sense that the view is that there probably won't be any major changes to the DOL.

So I just want to get a sense of where your confidence is coming from if I'm characterizing it correctly. ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Yeah. Let me answer the question very specifically. Department of Labor's Secretary, Perez, in the hearings said he

thought changes would have to be made to the proposal. So my comment is based on his statement, public

statement, in a hearing. Now whether or not he's drifted from that, I can't tell you. What I do know is you're right,

there's a lot of rumor. You hear rumors actually on both sides of the question. So we just collectively have to

continue to work for a good outcome for Americans and a good outcome mostly for Americans. And again, the tug

and pull is not about the objective; the tug and pull is, are some of these proposals at odds with the intent of the

Department of Labor when you dig into them. I think all of the industry and trade association comments have

been 'come on, let's understand a little better practically what these things would do in the way they affect

American consumers' retirement products'. ......................................................................................................................................................................................................................................................

Suneet L. Kamath UBS Securities LLC Q Okay. Thanks, Dennis. ......................................................................................................................................................................................................................................................

Operator: Thank you. And our next question is from Bob Glasspiegel with Janney. Your line is open. ......................................................................................................................................................................................................................................................

Robert R. Glasspiegel Janney Montgomery Scott LLC Q Good morning, Lincoln. A question on Group Protection. Are you still sticking with the timing of late 2016, early

2017 for where you're going to get to your targeted margins? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Yes. I said that in my comments. ......................................................................................................................................................................................................................................................

Robert R. Glasspiegel Janney Montgomery Scott LLC Q Okay.

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Dennis R. Glass President, Chief Executive Officer & Director A Yes. ......................................................................................................................................................................................................................................................

Robert R. Glasspiegel Janney Montgomery Scott LLC Q Okay. I just wanted to make sure because it looks like a good run rate to get there from the Q2 to Q1 improvement.

So on the Life side, you're saying, I think, that the first quarter was a frequency blip and the second quarter was a

severity blip, so no need to adjust underwriting and pricing actions. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A No, Bob, not at all. And as I noted in my script, to once again highlight the points you made, the frequency was

actually down 11% in the second quarter from the first quarter. ......................................................................................................................................................................................................................................................

Robert R. Glasspiegel Janney Montgomery Scott LLC Q Right. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A And it was actually a little better than our expectations for the number of claims we would have. So the second

quarter was definitely a severity driven event, which was very different. I mean the first quarter, if you remember,

I believe was more related to a bad flu season, it was spread across the entire portfolio. And so the number of

claims spread across the entirety of the business that we issue, whereas the second quarter was very focused in

these larger claims as I mentioned, some very abnormal items such as the focus on younger age accidental claims

that I talked about. So very different in the nature of the two quarters and nothing that I would expect to cause any

changes at all in our underwriting practices, which we believe are industry-leading and that have over time

delivered great mortality results and mortality result that are exactly in line with our expectations. ......................................................................................................................................................................................................................................................

Robert R. Glasspiegel Janney Montgomery Scott LLC Q Nice to hear your confidence. Thank you, Randy. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A You bet. ......................................................................................................................................................................................................................................................

Operator: Thank you. Our next question is from Colin Devine with Jefferies. Your line is open. ......................................................................................................................................................................................................................................................

Colin W. Devine Jefferies LLC Q Thank you. Dennis, I was wondering if we could just drill into the potential impact from the DOL a little deeper.

And I appreciate your comments about leveling compensation for your agents. But what about 12b-1 fees, what

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about marketing allowances? And if those had to go away, what would be the impact on Lincoln and how might

you be able to replace those? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Colin, again, I think that's a good question. It's fairly specific and I think I'd rather answer it in general terms. And

what we've been conveying to the Department of Labor, you have to look through the expenses to see what the

benefit the customer is achieving. And so for example, the DOL seems to think that the fees charged for VA living

benefit guarantees or VAs are a little bit expensive for the consumer in total, the response is the total fee isn't what

matters; it's what are the benefits. But we keep coming back to we have well-designed products that provide very

good consumer value and that ought to continue and we ought to be able to get those products into the

marketplace, into the hands of consumers on a cost-effective basis. So there can be changes in one or two of the

line item expenses, but it takes a certain amount of fees and expenses to deliver good products. And I suspect that

given the demand for living benefit products, there will be an industry way to accomplish that. ......................................................................................................................................................................................................................................................

Colin W. Devine Jefferies LLC Q All right. If I hear what you're saying then, you're feeling confident that you could replace what, the 25 basis points

with 12b-1 fees you're collecting now and what I assume is another 25 basis points or so of marketing allowances

from the fund companies inside your VAs? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A I'm saying that's a level of detail that's hard to respond to specifically. And so I want to just take this up a level and

say there are certain costs and benefits that are necessary to get good product in the hands of the consumer and

I'm hopeful, between the industries involved in this debate and the DOL, we'll arrive at a reasonable middle

ground on that. ......................................................................................................................................................................................................................................................

Colin W. Devine Jefferies LLC Q Okay. And one-follow up, Lincoln has also been fairly active in de-risking its VA blocks. You've moved a bunch of

assets into managed risk funds, you've moved a bunch of them into index funds. What do you think your ability is

going to be to do initiatives like that going forward with respect to the VA assets that are inside retirement

accounts or inside IRAs if this thing goes down pretty much as it's laid out? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A Yeah. As we've discussed, and if I can go to the Life side just for a second, I believe, if I recall correctly, we used to

sell 65% of our business in guaranteed universal life, today that's down to 12% or 18%, and any product in the Life

Insurance portfolio is no more than 29% of our current sales. So we've really made good progress in diversifying

what we sell in the Life portfolio. If I move to the individual annuity portfolio, and I know you know this, I'm just

repeating it for everybody's benefit, we've gone from selling essentially 92% of the business on a guaranteed basis

to where today we're almost at 70% on a guaranteed basis just raw sales. And so we moved the dial on

diversification of the VA portfolio 20% in the space of 36 months, both with the ability to tap into new markets,

which are represented by the 91,000 different advisors that have bought our products over the last 24 months,

and by adding products like Investor Advantage.

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So I will tell you, separate from the DOL issue, it's our intention to continue to diversify products and that would

include diversifying what we sell into the variable annuity market. And we look at this very carefully, we see some

opportunities and as we come forward with more ideas on that and are actionable ideas, we'll convey that to our

investors and the people on this phone. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A Colin, let me add, we've actually done very little of, I think, what you referenced. I think what you're referencing

are things like VA buyouts and that sort of stuff. And I think as... ......................................................................................................................................................................................................................................................

Colin W. Devine Jefferies LLC Q No, I was talking about [ph] the fund shifts market (53:30)... ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A Yeah. ......................................................................................................................................................................................................................................................

Colin W. Devine Jefferies LLC Q ...where you did a fairly significant move, I believe, last year into index funds. The SEC approved it obviously as

well as into managed risk funds of in-force assets. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A The majority of what have has just been sold. And so I think, as you would expect out of a high-quality book

covered by a high-quality hedge program like ours, I really don't see that the inability to do things like that would

have any impact on us at all because there's really not a need to do anything like that. ......................................................................................................................................................................................................................................................

Colin W. Devine Jefferies LLC Q Okay. Thank you. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A You're welcome. ......................................................................................................................................................................................................................................................

Operator: Thank you. And our next question is from Michael Kovac with Goldman Sachs. Your line is open. ......................................................................................................................................................................................................................................................

Mike E. Kovac Goldman Sachs & Co. Q Hi. Thanks for taking my question. A question on variable annuities. It looked like sales strongly rebounded in the

quarter and the ROE looked stable. But I noticed the equity in this business was up about 20% versus the year ago,

and all the account values were up maybe closer to single-digits. And given the mix shift, I would expect to more

less capital-intensive products that you might see an inverse of that. Can you let us know what's going on there?

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Randal J. Freitag Chief Financial Officer & Executive Vice President A Yeah. You've seen in the annuity businesses, we have some floors on our capital we allocate to the business that

are linked to account value. We have floors because the VA with guarantee business is the type of business,

especially in up markets where your stochastic models will really tell you that you can take capital out of the

business and I think what you end up with is a bad risk position. And those floors have really kicked in over the

last year, 18 months and pushed the capital up.

Now despite that, I would point out, Michael, that we have continued to report ROEs in the mid-20%s. So while

the capital has definitely went up driven by the very conservative approach we have to allocating capital, which is

the greater of these account value linked floors and a stochastic approach, we continue to report very strong

returns. ......................................................................................................................................................................................................................................................

Mike E. Kovac Goldman Sachs & Co. Q Yeah, appreciate that. And then thinking about Group, in terms of the pricing that you think you still need to take

to get to your margin goals, where are we on that basis and what are you seeing in the competitive environment in

terms of the ability to push through that much pricing? ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A I think just if you go back to the beginning of this, we talked about $1 billion of business to re-price and I think

we're roughly 55% of the way or so through that. By the end of this year, we'll be 75% to 80% of the way through

that, and the balance will come over the remainder of 2016. So we're working our way through it. In terms of the

other big earnings driver, it would be the things we've got in the claims management area, and as I mentioned, I

think we're pretty much where we need to be on that and expect to be there in the third quarter. ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A And let me expand on your question just a little bit, just give you a couple of high-level statistics. We had year-to-

date premium renewal about $512 million and we were able to move the net after-tax margin on that business up

by 7% versus what it had been at. And so somewhat – because getting price increases needs to – that's one piece of

it. The other piece is how much you're retaining, what's the margin on what you're retaining and what's the

margin on what's leaving. And so the 7% increase in margin captures all of that, and it's a pretty good indication

about the pricing actions that we're taking are getting traction. ......................................................................................................................................................................................................................................................

Mike E. Kovac Goldman Sachs & Co. Q Thanks. I appreciate the answers. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A You bet. ......................................................................................................................................................................................................................................................

Operator: Thank you. And we do have time for one more question. Our next question will be from Jay Gelb with

Barclays. Your line is open.

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Jay H. Gelb Barclays Capital, Inc. Q Thanks. Sorry if it was already covered, but the $150 million buyback pace in 2Q, should we view that as a

reasonable run rate for the rest of the year? ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A Jay, as you're aware, I don't get into specifics around this. I'll go back to the words I said at the beginning of the

year really, which is we would expect to exceed last year's buyback total of $650 million. We're at $500 million

through the first two quarters of the year. I'd point out that cash at the holding company remains strong, $545

million, above the $500 million we targeted. We continue to generate strong earnings, and the balance sheet at

the Life company is very strong with 505% RBC ratio. The other thing I'd point out is that I would expect over the

last half of the year to likely do a reserve financing transaction that would also free up a little bit of capital. So I

think everything is in place and very supportive of continuing to do buybacks at a healthy pace. ......................................................................................................................................................................................................................................................

Jay H. Gelb Barclays Capital, Inc. Q That's great, Randy. And then Dennis, in your prepared remarks I believe you mentioned mid-single-digit

earnings growth potential. Was that for the whole company? And if it was, did that pull back a bit from mid to

high single digits previously in terms of an outlook? ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A No. Let's be very specific about the answer to this question. In terms of my specific remarks that if you remove

notable items and look at EPS growth second quarter 2014 versus second quarter 2015, that was middle single-

digits. I would direct you for our longer term view back to what I thought was a pretty good chart of potential

earnings growth over the next couple of years and specific drivers of that growth, which I think added up to –

Randy? ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A 8% to 10%. ......................................................................................................................................................................................................................................................

Dennis R. Glass President, Chief Executive Officer & Director A ...8% to 10%. So my comment was specifically to quarter-over-quarter after notable adjustments, and there is no

reason for us to think that that chart and the statistics in that chart are any different today than they were when

we put it out. ......................................................................................................................................................................................................................................................

Jay H. Gelb Barclays Capital, Inc. Q Okay, great. So 8% to 10% long-term EPS growth potential. And then finally, just a quick one for Randy, on the

Individual Life segment, the operating income of $105 million, but based on your commentary about the elevated

mortality, am I thinking right that a run rate in that business is closer to $125 million or might it be higher? ......................................................................................................................................................................................................................................................

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Randal J. Freitag Chief Financial Officer & Executive Vice President A No, I think if you just mathematically took $105 million and added the $28 million of mortality that I noted, you'd

be in the mid-$130-s million, which is more in line with my expectation. You can get there a number of different

ways. If you go back to last year's second quarter when we made $148 million and you back off the prepayment

income of $6 million that I mentioned, you back off the – there was a $5 million normalizing item, you'd be sort of

in that mid-$130 million area again. You can go back longer term in that. If you go back a few years and you look

at what the business made and you grow it and you back off the spread compression and the capital actions we've

talked about, you'd once again get in that mid-$130 million range. So when I think about the business, I continue

to think about it right in that range with the mid-$130-s million and with earnings drivers that are growing at 4%

to 5%. ......................................................................................................................................................................................................................................................

Jay H. Gelb Barclays Capital, Inc. Q Very helpful. Thank you. ......................................................................................................................................................................................................................................................

Randal J. Freitag Chief Financial Officer & Executive Vice President A You bet. ......................................................................................................................................................................................................................................................

Operator: Thank you. And that does end our Q&A session. I'll now turn the call back over to Mr. Christopher

Giovanni. ......................................................................................................................................................................................................................................................

Christopher A. Giovanni Senior Vice President & Head-Investor Relations

Thank you, again, Bridgette, and thank you all for joining us this morning. As always, we will be around to take

questions at the Investor Relations line, 800-237-2920, or via email at [email protected]. Thank you all

again and have a good day. ......................................................................................................................................................................................................................................................

Operator: Ladies and gentlemen, thank you for participating in today's conference. This does conclude the

program, and you may all disconnect. Everyone, have a great day.

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