# Lincoln National Corp: Form 10-Q for the period ended Sep 30, 2024

- Company: [Lincoln National Corp](/companies/lnc.md) (CIK 59558)
- Form: 10-Q
- Filed: 2024-10-31
- Accepted by EDGAR: Oct 31, 2024, 16:12 ET
- Period: 2024-09-30
- Accession: 0000059558-24-000065
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/59558/000005955824000065/lnc-20240930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/59558/000005955824000065/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-07-01 to 2024-09-30 | $4.11bn | us-gaap:Revenues |
| Revenue | 9 months, 2024-01-01 to 2024-09-30 | $13.38bn | us-gaap:Revenues |
| Income tax | 3 months, 2024-07-01 to 2024-09-30 | −$175.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-01-01 to 2024-09-30 | $334.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | −$528.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-01-01 to 2024-09-30 | $1.59bn | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | −$3.29 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-01-01 to 2024-09-30 | $8.75 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | −$3.29 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-01-01 to 2024-09-30 | $8.85 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 172,848,870 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-01-01 to 2024-09-30 | 172,767,554 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-01-01 to 2024-09-30 | −$2.23bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2024-01-01 to 2024-09-30 | $230.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Total assets | at 2024-09-30 | $396.84bn | us-gaap:Assets |
| Total liabilities | at 2024-09-30 | $387.83bn | us-gaap:Liabilities |
| Long-term debt | at 2024-09-30 | $5.90bn | us-gaap:LongTermDebt |
| Short-term borrowings | at 2024-09-30 | $300.0m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2024-09-30 | $9.01bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 166,672 characters.

### Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

|  | Page |
| --- | ---: |
| Forward-Looking Statements – Cautionary Language | 72 |
| Introduction | 73 |
| Executive Summary | 73 |
| Summary of Critical Accounting Estimates | 75 |
| Results of Consolidated Operations | 82 |
| Results of Annuities | 84 |
| Results of Life Insurance | 89 |
| Results of Group Protection | 95 |
| Results of Retirement Plan Services | 99 |
| Results of Other Operations | 104 |
| Consolidated Investments | 106 |
| Liquidity and Capital Resources | 118 |

71

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the financial condition as of September 30, 2024, compared with December 31, 2023, and the results of operations for the three and nine months ended September 30, 2024, compared with the corresponding periods in 2023 of Lincoln National Corporation and its consolidated subsidiaries. Unless otherwise stated or the context otherwise requires, “LNC,” “Company,” “we,” “our” or “us” refers to Lincoln National Corporation and its consolidated subsidiaries.

The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the accompanying notes to the consolidated financial statements (“Notes”) presented in “Part I – Item 1. Financial Statements”; our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”); and other reports filed with the Securities and Exchange Commission (“SEC”). For more detailed information on the risks and uncertainties associated with the Company’s business activities, see the risks described in “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K and “Part II – Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (“Second Quarter 2024 Form 10-Q”).

### FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE

Certain statements made in this report and in other written or oral statements made by us or on our 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. Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” 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. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including:

- Weak general economic and business conditions that may affect demand for our products, account balances, investment results, guaranteed benefit liabilities, premium levels and claims experience;
- Adverse global capital and credit market conditions that may affect our ability to raise capital, if necessary, and may cause us to realize impairments on investments and certain intangible assets, including goodwill and the valuation allowance against deferred tax assets, which may reduce future earnings and/or affect our financial condition and ability to raise additional capital or refinance existing debt as it matures;
- The inability of our subsidiaries to pay dividends to the holding company in sufficient amounts, which could harm the holding company’s ability to meet its obligations;
- Legislative, regulatory or tax changes, both domestic and foreign, that affect: the cost of, or demand for, our subsidiaries’ products; the required amount of reserves and/or surplus; our ability to conduct business and our captive reinsurance arrangements as well as restrictions on the payment of revenue sharing and 12b-1 distribution fees;
- Changes in tax law or the interpretation of or application of existing tax laws that could impact our tax costs and the products that we sell;
- The impact of regulations adopted by the SEC, the Department of Labor or other federal or state regulators or self-regulatory organizations that could adversely affect our distribution model and sales of our products and result in additional disclosure and other requirements related to the sale and delivery of our products;
- The impact of new and emerging rules, laws and regulations relating to privacy, cybersecurity and artificial intelligence that may lead to increased compliance costs, reputation risk and/or changes in business practices;
- Increasing scrutiny and evolving expectations and regulations regarding environmental, social and governance (“ESG”) matters that may adversely affect our reputation and our investment portfolio;
- Actions taken by reinsurers to raise rates on in-force business;
- Declines in or sustained low interest rates causing a reduction in investment income, the interest margins of our businesses and demand for our products;
- Rapidly increasing or sustained high interest rates that may negatively affect our profitability, value of our investment portfolio and capital position and may cause policyholders to surrender annuity and life insurance policies, thereby causing realized investment losses;
- The impact of the implementation of the provisions of the European Market Infrastructure Regulation relating to the regulation of derivatives transactions;
- The initiation of legal or regulatory proceedings against us, and the outcome of any legal or regulatory proceedings, such as: adverse actions related to present or past business practices common in businesses in which we compete; adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities and class action cases; new decisions that result in changes in law; and unexpected trial court rulings;
- A decline or continued volatility in the equity markets causing a reduction in the sales of our subsidiaries’ products; a reduction of asset-based fees that our subsidiaries charge on various investment and insurance products; and an increase in liabilities related to guaranteed benefit riders, which are accounted for as market risk benefits (“MRBs”), of our subsidiaries’ variable annuity products;
- Ineffectiveness of our risk management policies and procedures, including our various hedging strategies;
- A deviation in actual experience regarding future policyholder behavior, mortality, morbidity, interest rates or equity market returns from the assumptions used in pricing our subsidiaries’ products and in establishing related insurance reserves, which may reduce future earnings;
- Changes in accounting principles that may affect our consolidated financial statements;
- Lowering of one or more of our debt ratings issued by nationally recognized statistical rating organizations and the adverse effect such action may have on our ability to raise capital and on our liquidity and financial condition;
- Lowering of one or more of the insurer financial strength ratings of our insurance subsidiaries and the adverse effect such action may have on the premium writings, policy retention, profitability of our insurance subsidiaries and liquidity;
- Significant credit, accounting, fraud, corporate governance or other issues that may adversely affect the value of certain financial assets, as well as counterparties to which we are exposed to credit risk, requiring that we realize losses on financial assets;
- Interruption in telecommunication, information technology or other operational systems or failure to safeguard the confidentiality or privacy of sensitive data on such systems, including from cyberattacks or other breaches of our data security systems;
- The effect of acquisitions and divestitures, including the inability to realize the anticipated benefits of acquisitions and dispositions of businesses and potential operating difficulties and unforeseen liabilities relating thereto, as well as the effect of restructurings, product withdrawals and other unusual items;
- The inability to realize or sustain the benefits we expect from, greater than expected investments in, and the potential impact of efforts related to, our strategic initiatives;
- The adequacy and collectability of reinsurance that we have obtained;
- Pandemics, acts of terrorism, war or other man-made and natural catastrophes that may adversely impact liabilities for policyholder claims, affect our businesses and increase 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 our subsidiaries can charge for their products;
- The unknown effect on our subsidiaries’ businesses resulting from evolving market preferences and the changing demographics of our client base; and
- The unanticipated loss of key management or wholesalers.

The risks and uncertainties included here are not exhaustive. Other sections of this report and other reports that we file with the SEC include additional factors that could affect our businesses and financial performance, including “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K, “Part II – Item 1A. Risk Factors” in our Second Quarter 2024 Form 10-Q and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K. Moreover, we operate 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 effect of all risk factors on our businesses 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, we disclaim any obligation to correct or update any forward-looking statements to reflect events or circumstances that occur after the date of this report.

### INTRODUCTION

### Executive Summary

We are a holding company that operates multiple insurance and retirement businesses through subsidiary companies. We sell a wide range of wealth accumulation, wealth protection, group protection and retirement income products and solutions through our four business segments:

- Annuities;
- Life Insurance;
- Group Protection; and
- Retirement Plan Services

We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments. See “Part I – Item 1. Business” in our 2023 Form 10-K for a discussion of our business segments and products.

In this report, in addition to providing consolidated revenues and net income (loss), we also provide segment operating revenues and income (loss) from operations because we believe they are meaningful measures of revenues and the profitability of our operating segments. Operating revenues and income (loss) from operations are the financial performance measures we use to evaluate and assess the results of our segments. Accordingly, we define and report operating revenues and income (loss) from operations by segment in Note 16. Our management believes that operating revenues and income (loss) from operations explain the results of our ongoing businesses in a manner that allows for a better understanding of the underlying trends in our current businesses. Certain items are excluded from operating revenue and income (loss) from operations because they are unpredictable and not necessarily indicative of current operating fundamentals or future performance of the business segments, and, in many instances, decisions regarding these items do not necessarily relate to the operations of the individual segments. In addition, we believe that our definitions of operating revenues and income (loss) from operations will provide investors with a more valuable measure of our performance because it better reveals trends in our businesses.

We provide information about our segments’ and Other Operations’ operating revenue and expense line items, key drivers of changes and historical details underlying the line items below. For factors that could cause actual results to differ materially from those set forth, see “Forward-Looking Statements – Cautionary Language” above, “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K and “Part II – Item 1A. Risk Factors” in our Second Quarter 2024 Form 10-Q.

On May 6, 2024, we closed the previously announced sale of all of the ownership interests in the subsidiaries of the Company that comprised the Company’s wealth management business operated through Lincoln Financial Network (“LFN”) to Osaic Holdings, Inc. (“Osaic”). For additional information on the sale of our wealth management business, see “Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Subsidiaries’ Capital” below and Note 1.

In June 2024, the Bermuda Monetary Authority issued a Class E license for Lincoln Pinehurst Reinsurance Company (Bermuda) Limited (“LPINE”), a wholly owned subsidiary of LNC that operates as a Bermuda-based life and annuity reinsurance company. For more information, see “Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Subsidiaries’ Capital” below.

Industry trends and significant operational matters are described in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” of our 2023 Form 10-K, which is further updated by the discussion that follows.

### Interest Rate Environment

In September 2024, the Federal Reserve announced it has gained greater confidence that inflation is moving sustainably towards 2% and, as a result, lowered the federal funds rate target range by 50 basis points to a range of 4.75% to 5.00%.

### Summary of Critical Accounting Estimates

The MD&A included in our 2023 Form 10-K contains a detailed discussion of our critical accounting estimates. The following information updates the “Summary of Critical Accounting Estimates” provided in our 2023 Form 10-K, and therefore, should be read in conjunction with that disclosure.

### Investments

#### Investment Valuation

The following summarizes investments on the Consolidated Balance Sheets carried at fair value by pricing source and fair value hierarchy level (in millions) as of September 30, 2024:

|  | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Fair Value |
| --- | ---: | ---: | ---: | ---: |
| Priced by third-party pricing services | $429 | $79,547 | $165 | $80,141 |
| Priced by independent broker quotations | – | – | 5,073 | 5,073 |
| Priced by matrices | – | 17,665 | – | 17,665 |
| Priced by other methods (1) | – | – | 231 | 231 |
| Total | $429 | $97,212 | $5,469 | $103,110 |
| Percent of total | 0% | 95% | 5% | 100% |

(1) Represents primarily securities for which pricing models were used to compute fair value.

For more information about the valuation of our financial instruments carried at fair value, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Investments – Investment Valuation” in our 2023 Form 10-K and Note 13 herein.

### Derivatives

Derivatives are primarily used for hedging purposes. We hedge certain portions of our exposure to interest rate risk, foreign currency exchange risk, equity market risk, basis risk, commodity risk and credit risk by entering into derivative transactions. We also purchase and issue financial instruments that contain embedded derivative instruments. See “Policyholder Account Balances” below for information on embedded derivatives. Assessing the effectiveness of hedging and evaluating the carrying values of the related derivatives often involve a variety of assumptions and estimates

We carry our derivative instruments at fair value, which we determine through valuation techniques or models that use market data inputs or independent broker quotations. The fair values fluctuate from period to period due to the volatility of the valuation inputs, including but not limited to swap interest rates, interest and equity volatility and equity index levels, foreign currency forward and spot rates, credit spreads and correlations, some of which are significantly affected by economic conditions. The effect to revenue is reported in realized gain (loss) and such amount along with the associated federal income taxes is excluded from income (loss) from operations of our segments.

For more information on derivatives, see Note 1 in our 2023 Form 10-K and Note 5 herein. For more information on market exposures associated with our derivatives, including sensitivities, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K.

### Future Contract Benefits

Future contract benefits represent liability reserves that we have established and carry based on estimates of how much we will need to pay for future benefits and claims.

#### Liability for Future Policy Benefits

Liability for future policy benefits (“LFPB”) represents the reserve amounts associated with non-participating traditional life insurance contracts and limited payment life-contingent annuity contracts that are calculated to meet the various policy and contract obligations as they mature. Establishing adequate reserves for our obligations to policyholders requires assumptions to be made that are intended to represent an estimation of experience for the period that policy benefits are payable. If actual experience is better than or equal to the assumptions, then reserves should be adequate to provide for future benefits and expenses. If experience is worse than the assumptions, additional reserves may be required. Significant assumptions include mortality rates, morbidity and policyholder behavior (e.g., persistency) and withdrawals. During the third quarter of each year, we conduct our comprehensive review of the actuarial assumptions to best estimate future premium and benefit cash flows (“cash flow assumptions”) and projection models used in estimating these liabilities and update these assumptions as needed (excluding the claims settlement expense assumption that is locked-in at inception) in the calculation of the net premium ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. See “Annual Assumption Review” below for more information. In measuring our LFPB, we establish cohorts, which are groupings of long-duration contracts. On a quarterly basis, we retrospectively update the net premium ratio at the cohort level for actual experience. For all contract cohorts issued after January 1, 2021, interest is accrued on LFPB at the single-A interest rate on the contract cohort inception date. For contract cohorts issued prior to January 1, 2021, interest remains accruing at the original discount rate in effect on the contract cohort inception date due to the modified retrospective transition method. We also remeasure the LFPB using the single-A interest rate as of the end of each reporting period.

#### Liability for Future Claims

Future contract benefits include reserves for long-term life and disability claims associated with our Group Protection segment. These reserves use actuarial assumptions primarily based on claim termination rates, offsets for other insurance including social security and long-term disability incidence and severity assumptions. Such cash flow assumptions are subject to the comprehensive review process discussed above. We remeasure the liability for future claims using a single-A interest rate as of the end of each reporting period. See “Annual Assumption Review” below for more information.

#### Universal Life Insurance Products with Secondary Guarantees

We issue UL-type contracts where we provide a secondary guarantee to the policyholder. The policy can remain in force, even if the base policy account balance is zero, as long as contractual secondary guarantee requirements have been met. These guaranteed benefits require an additional liability that is calculated based on the application of a benefit ratio (calculated as the present value of total expected benefit payments over the life of the contract from inception divided by the present value of total expected assessments over the life of the contract). These secondary guarantees are reported within future contract benefits on the Consolidated Balance Sheets. The level and direction of the change in reserves will vary over time based on the emergence of the benefit ratio and the level of assessments associated with the contracts. Cash flow assumptions incorporated in a benefit ratio in measuring these additional liabilities for other insurance benefits include mortality rates, morbidity, policyholder behavior (e.g., persistency) and withdrawals based principally on generally accepted actuarial methods and assumptions. During the third quarter of each year, we conduct our comprehensive review of the cash flow assumptions and projection models used in estimating these liabilities and update these assumptions in the calculation of the benefit ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. See “Annual Assumption Review” below for more information.

For additional information on future contract benefits, see Note 11.

### Market Risk Benefits

MRBs are contracts or contract features that provide protection to the policyholder from other-than-nominal capital market risk and expose us to other-than-nominal capital market risk upon the occurrence of a specific event or circumstance, such as death, annuitization or periodic withdrawal. An MRB can be in either an asset or a liability position. Our MRB assets and MRB liabilities are reported at fair value separately on the Consolidated Balance Sheet.

We issue variable and fixed annuity contracts that may include various types of guaranteed living benefit (“GLB”) and guaranteed death benefit (“GDB”) riders that we have accounted for as MRBs. For contracts that contain multiple riders that qualify as MRBs, the MRBs are valued on a combined basis using an integrated model. We have entered into reinsurance agreements to cede certain GLB and GDB riders where the reinsurance agreements themselves are accounted for as MRBs or contain MRBs. We therefore record ceded MRB assets and ceded MRB liabilities associated with these reinsurance agreements. We report ceded MRBs associated with these reinsurance agreements in other assets or other liabilities on the Consolidated Balance Sheets.

Net amount at risk (“NAR”) represents the amount of GLB or GDB in excess of a policyholder’s account balance at the balance sheet date. Underperforming markets increase our exposure to potential benefits with the GLB and GDB riders. A contract with a GDB rider is “in the money” if the policyholder’s account balance falls below the GDB. As of September 30, 2024 and 2023, 5% and 27%, respectively, of all in-force contracts with a GDB rider were “in the money.” A contract with a GLB rider is “in the money” if the policyholder’s account balance falls below the present value of GLB payments, assuming no full surrenders. As of September 30, 2024 and 2023, 13% and 33%, respectively, of all in-force contracts with a GLB rider were “in the money.” However, the only way the policyholder can realize the excess of the present value of benefits over the account balance of the contract is through a series of withdrawals or income payments that do not exceed a maximum amount. If, after the series of withdrawals or income payments, the account balance is exhausted, the policyholder will continue to receive a series of annuity payments. The account balance can also fluctuate with market returns on a daily basis resulting in increases or decreases in the excess of the present value of benefits over account balance.

Many policyholders have both a GLB and GDB present on the same policy. The total NAR represents the greater of GLB NAR and GDB NAR for each policy as only one benefit can be exercised in practice. Details underlying the NAR, net of reinsurance, (in millions) were as follows:

|  | Annuities As of September 30, 2024 | 2023 | Retirement Plan Services As of September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| GLB NAR | $1,236 | $2,929 | $1 | $2 |
| GDB NAR | 540 | 3,696 | 2 | 7 |
| Total NAR | 1,721 | 6,256 | 3 | 9 |

Change in the fair value of MRB assets and liabilities is reported in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss), except for the portion attributable to the change in non-performance risk, which is recognized in other comprehensive income (loss) (“OCI”). Change in the fair value of ceded MRB assets and liabilities, including the changes in our counterparties’ non-performance risks, is reported in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our non-performance risk. Ceded MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our counterparties’ non-performance risk. The scenario assumptions, at each valuation date, are those we view to be appropriate for a hypothetical market participant and include assumptions for capital markets, lapse, benefit utilization, mortality, risk margin and administrative expenses. These assumptions are based on a combination of historical data and actuarial judgments. The assumption for our own non-performance risk and our counterparties’ non-performance risk for MRBs and ceded MRBs, respectively, are determined at each valuation date and reflect our risk and our counterparties’ risks of not fulfilling the obligations of the underlying liability. The spread for the non-performance risk is added to the discount rates used in determining the fair value from the net cash flows. We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop, we will continue to reassess our assumptions. During the third quarter of each year, we conduct our comprehensive review of the assumptions used in calculating the fair value of these MRBs and update these assumptions on a prospective basis as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. For information on fair value inputs, see Note 13. See “Annual Assumption Review” below for more information.

For illustrative purposes, the following presents hypothetical effects to MRBs attributable to changes to key assumptions / inputs, assuming all other factors remain constant:

|  |  | Hypothetical | Hypothetical |  |
| --- | --- | --- | --- | --- |
|  |  | **Effect** | **Effect** |  |
| **Assumption / Input** | **Actual Experience** | **to MRB Liability** | **to Net Income** | **Description of Assumption / Input** |
| Equity market return | Increase / (Decrease) | (Decrease) / Increase | Increase / (Decrease) | Equity market return input represents impact based on movements in equity markets. |
| Interest rate | Higher / Lower | (Decrease) / Increase | Increase / (Decrease) | Interest rate input represents impact based on movements in interest rates and impact to fixed-income assets. |
| Volatility | Increase / (Decrease) | Increase / (Decrease) | (Decrease) / Increase | Volatility assumption represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets. Volatility assumptions vary by fund due to the benchmarking of difference indices. |
| Mortality | Increase / (Decrease) | (Decrease) / Increase | Increase / (Decrease) | Mortality represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die. |
| Mortality contracts with only GDB rider | Increase / (Decrease) | Increase / (Decrease) | (Decrease) / Increase | Mortality represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die. |
| Lapse | Higher / Lower | (Decrease) / Increase | Increase / (Decrease) | Lapse assumption represents the estimated probability of a contract surrendering during a year, thereby forgoing any future benefits. |
| Benefit utilization | Higher / Lower | Increase / (Decrease) | (Decrease) / Increase | Benefit utilization assumption of guaranteed withdrawals represents the estimated percentage of policyholders that utilize the guaranteed withdrawal feature. |

We use derivative instruments to hedge our exposure to selected risk caused by changes in equity markets and interest rates associated with GLB and GDB riders that are available in our variable annuity products and accounted for as MRBs. Our hedge program focuses on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. We utilize options and total return swaps on U.S.-based equity indices, and futures on U.S.-based and international equity indices, as well as interest rate futures, interest rate swaps and currency futures. For additional information on our derivatives, see Note 5.

As part of our hedge program, equity market and interest rate conditions are monitored on a daily basis. We rebalance our hedge positions based upon changes in these factors as needed. While we actively manage our hedge positions, these positions may not completely offset changes in the fair value of our GLB and GDB riders caused by movements in these factors due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets, interest rates and market-implied volatilities, realized market volatility, policyholder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments or our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off.

The following table presents our after-tax estimates of the potential instantaneous effect to net income (loss) that could result from sudden changes that may occur in equity markets and interest rates (in millions) and excludes the net cost of operating the hedge program. The amounts represent the difference between the change in GLB and GDB riders and the change in the fair value of the underlying hedge instruments. These estimates are based upon the balance as of September 30, 2024, net of reinsurance, and the related hedge instruments in place as of that date.

The effects presented in the table below are not representative of the aggregate impacts that could result if a combination of such changes to equity market returns and interest rates occurred.

|  | In-Force Sensitivities |  |
| --- | ---: | ---: |
| **Equity Market Return** | **-10%** | **+10%** |
| Hypothetical effect to net income | $(1,000) | $750 |
| **Interest Rates** | **-25 bps** | **+25 bps** |
| Hypothetical effect to net income | $(450) | $400 |

The actual effects of the results illustrated in the table above could vary significantly depending on a variety of factors, many of which are out of our control, and consideration should be given to the following:

- The analysis is only valid as of September 30, 2024, due to changing market conditions, policyholder activity, hedge positions and other factors;
- The analysis assumes instantaneous shifts in the capital market factors and no ability to rebalance hedge positions prior to the market changes;
- The analysis assumes constant exchange rates and implied dividend yields;
- Assumptions regarding shifts in the market factors, such as assuming parallel shifts in interest rates, may be overly simplistic and not indicative of actual market behavior in stress scenarios;
- It is very unlikely that one capital market sector (e.g., equity markets) will sustain such a large instantaneous movement without affecting other capital market sectors; and
- The analysis assumes that there is no tracking or basis risk between the funds and/or indices affecting the GLB and GDB riders and the instruments utilized to hedge these exposures.

For additional information on MRBs, see Note 8.

### Policyholder Account Balances

Policyholder account balances include the contract value that has accrued to the benefit of the policyholder as of the balance sheet date. This liability includes UL and VUL and investment-type annuity products where account balances are equal to deposits plus interest credited less withdrawals, surrender charges, asset-based fees and policyholder administration charges (collectively known as “policyholder assessments”), as well as amounts representing the fair value of embedded derivative instruments associated with our indexed universal life insurance (“IUL”) and indexed annuity products. During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models underlying our reserves and embedded derivatives and update assumptions as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. See “Annual Assumption Review” below for more information.

Our indexed annuity and IUL contracts permit the holder to elect a fixed interest rate return or a return where interest credited to the contracts is linked to the performance of the S&P 500® Index or other indices. The value of the variable portion of the policyholder’s account balance varies with the performance of the underlying variable funds chosen by the policyholder. Policyholders may elect to rebalance among the various accounts within the product at renewal dates. At the end of each indexed term, which can be up to six years, we have the opportunity to re-price the indexed component by establishing different participation rates, caps, spreads or specified rates, subject to contractual guarantees. We purchase and sell index options that are highly correlated to the portfolio allocation decisions of our policyholders, such that we are economically hedged with respect to equity returns for the current reset period. The mark-to-market of the options held generally offsets the change in value of the embedded derivative within the contract, both of which are recorded as a component of realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). The Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the Financial Accounting Standards Board *Accounting Standards CodificationTM*

require that we calculate fair values of index options we may purchase or sell in the future to hedge policyholder index allocations in future reset periods. These fair values represent an estimate of the cost of the options we will purchase or sell in the future, discounted back to the date of the balance sheet, using current market indicators of volatility and interest rates. Changes in the fair values of these liabilities are included as a component of realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). For more information on indexed product derivative results, see Note 17.

For additional information on the liability for policyholder account balances, see Note 10.

### Reinsurance Recoverables

Reinsurance recoverables are generally measured and recognized consistent with the assumptions and methodologies used to project the future performance of the underlying direct business as discussed in the “Future Contract Benefits” and “Policyholder Account Balances” sections above. During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models and update assumptions as needed. See “Annual Assumption Review” below for more information. In addition, we consider the potential impact of counterparty credit risks related to the reinsurance recoverable by estimating an allowance for credit losses using a probability of loss model approach to estimate expected credit losses for reinsurance recoverables. For additional information on our allowance for credit losses on reinsurance-related assets, see Note 8 in our 2023 Form 10-K.

### Annual Assumption Review

During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models used in estimating MRBs, our reserves and embedded derivatives. For more information on our comprehensive review, see Note 1 in our 2023 Form 10-K. Details underlying the effect to net income (loss) from our annual assumption review (in millions) were as follows:

| Income (loss) from operations: | For the Three Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: |
| Annuities | $1 | $(12) |
| Life Insurance | 8 | (156) |
| Group Protection | (1) | 24 |
| Retirement Plan Services | – | – |
| Excluded from income (loss) from operations | 208 | (36) |
| Net income (loss) | $216 | $(180) |

The impacts of our annual assumption review were driven primarily by the following:

#### 2024

- For Life Insurance, the favorable impact was driven by updates to capital market assumptions on reinsured blocks of *MoneyGuard®* business and other items, partially offset by unfavorable updates to policyholder behavior assumptions on reinsured blocks of *MoneyGuard* business.
- For Group Protection, the unfavorable impact was driven by updates to disability claim termination rate assumptions, partially offset by favorable updates to life waiver incurred assumptions.
- For excluded from income (loss) from operations, the favorable impact, related to net annuity product features, was driven by model enhancements.

#### 2023

- For Annuities, the unfavorable impact was driven by updates to mortality assumptions.
- For Life Insurance, the unfavorable impact was driven by updates to policyholder lapse behavior and mortality assumptions, partially offset by the favorable impact of a 50-basis-points increase in our long-term new money investment yield assumption.
- For Group Protection, the favorable impact was driven by updates to long-term disability and life waiver claim termination rate assumptions, partially offset by the unfavorable impact due to updates to long-term disability social security offset assumptions.
- For excluded from income (loss) from operations, the unfavorable impact, related to net annuity product features, was driven by updates to mortality and policyholder lapse behavior assumptions and other items, partially offset by a favorable impact from updates to volatility and policyholder GLB utilization behavior assumptions.

### Goodwill

During the fourth quarter of 2024, we will perform our annual quantitative goodwill impairment test as of October 1, 2024, on all of our reporting units. For more information on goodwill, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Goodwill and Other Intangible Assets” and Notes 1 and 9 in our 2023 Form 10-K.

### Income Taxes

Management uses certain assumptions and estimates in determining the income taxes payable or refundable for the current year, the deferred income tax assets and liabilities for items recognized differently in its financial statements from amounts shown on its income tax returns and the federal income tax expense. Determining these amounts requires analysis and interpretation of current tax laws and regulations. Management exercises judgment in evaluating the amount and timing of recognition of the resulting income tax assets and liabilities. These judgments and estimates are re-evaluated on a continual basis as regulatory and business factors change. Legislative changes to the Internal Revenue Code of 1986, as amended, modifications or new regulations, administrative rulings, or court decisions could increase or decrease our effective tax rate.

The application of GAAP requires us to evaluate the recoverability of our deferred tax assets and establish a valuation allowance, if necessary, to reduce our deferred tax asset to an amount that is more likely than not to be realizable. Judgment and the use of estimates are required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of existing temporary differences; the length of time carryovers can be utilized; and any future prudent and feasible tax planning strategies.

As of September 30, 2024, we had an approximate $1.5 billion deferred tax asset related to net unrealized losses on fixed maturity available-for-sale (“AFS”) securities. In the assessment of the future realizability of this deferred tax asset, management concluded that its tax planning strategy to hold these securities to recovery was prudent and feasible as these unrealized losses were caused by factors other than credit loss, and we have the intent and ability to hold these securities to recovery and collect all of the contractual cash flows.

Although realization is not assured, management believes it is more likely than not that the deferred tax assets, will be realized.

For risks related to establishing a valuation allowance against our deferred tax assets, see “Part I – Item 1A. Risk Factors – Assumptions and Estimates – We may be required to recognize an impairment of our goodwill or to establish a valuation allowance against our deferred tax assets” in our 2023 Form 10-K.

For additional information on income taxes, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Income Taxes” and Note 23 in our 2023 Form 10-K and Note 18 herein.

### RESULTS OF CONSOLIDATED OPERATIONS

Details underlying the consolidated results (in millions) were as follows:

| Net Income (Loss) Income (loss) from operations: | For the Three Months Ended September 30, 2024 | 2023 (1) | For the Nine Months Ended September 30, 2024 | 2023 (1) |
| --- | ---: | ---: | ---: | ---: |
| Annuities | $301 | $248 | $857 | $794 |
| Life Insurance | 22 | (173) | (48) | (153) |
| Group Protection | 109 | 68 | 318 | 247 |
| Retirement Plan Services | 44 | 43 | 120 | 133 |
| Other Operations | (84) | (102) | (276) | (293) |
| Net annuity product features, pre-tax | (381) | 1,322 | 1,319 | 1,076 |
| Net life insurance product features, pre-tax | (125) | 108 | (253) | (168) |
| Credit loss-related adjustments, pre-tax | (88) | (27) | (124) | (53) |
| Investment gains (losses), pre-tax (2) | (105) | (400) | (416) | (1,126) |
| Changes in the fair value of reinsurance-related |  |  |  |  |
| embedded derivatives, trading securities and |  |  |  |  |
| certain mortgage loans, pre-tax (3) | (446) | (29) | (51) | (27) |
| Gains (losses) on other non-financial assets – sale of |  |  |  |  |
| subsidiaries/businesses, pre-tax (4) | (2) | – | 582 | – |
| Other items, pre-tax (5) (6) (7) (8) | (19) | (12) | (238) | (23) |
| Income tax benefit (expense) related to the |  |  |  |  |
| above pre-tax items | 246 | (193) | (202) | 76 |
| Net income (loss) | $(528) | $853 | $1,588 | $483 |

(1) The prior period presentation has been recast to conform to the revised definition of income (loss) from operations. See Note 16 for additional information.

(2) The three and nine months ended September 30, 2023, include impairments of certain fixed maturity AFS securities in an unrealized loss position, resulting from the Company’s intent to sell these securities as part of the fourth quarter 2023 reinsurance transaction. See Notes 3 and 7 for additional information.

(3) Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. The coinsurance with funds withheld investment portfolio includes fixed maturity securities classified as AFS with changes in fair value recorded in OCI. Since the corresponding and offsetting changes in fair value of the embedded derivative related to the coinsurance with funds withheld investment portfolio are recorded in realized gain (loss), volatility can occur within net income (loss). See Note 7 for more information.

(4) For information on the sale of our wealth management business, including the statutory capital benefit, see Note 1.

(5) Includes certain legal accruals of $(12) million in the third quarter of 2023 and $(114) million primarily related to the settlement of cost of insurance litigation in the first quarter of 2024.

(6) Includes severance expense related to initiatives that realign the workforce of $(3) million, $(3) million, $(49) million, $(7) million and $(16) million in the first quarter of 2023, second quarter of 2023, first quarter of 2024, second quarter of 2024 and third quarter of 2024, respectively.

(7) Includes transaction and integration costs related to mergers, acquisitions and divestitures of $(9) million, $(1) million, $(10) million, $(27) million and $(2) million for the second quarter of 2023, third quarter of 2023, first quarter of 2024, second quarter of 2024 and third quarter of 2024, respectively.

(8) Includes deferred compensation mark-to-market adjustment of $12 million, $(8) million, $1 million, $(13) million, $1 million and $(1) million in the first quarter of 2023, second quarter of 2023, third quarter of 2023, first quarter of 2024, second quarter of 2024 and third quarter of 2024, respectively.

#### Comparison of the Three Months Ended September 30, 2024 to 2023

Net income decreased due primarily to the following:

- Loss in net annuity product features in 2024 compared to gain in 2023 driven by unfavorable changes in interest rates in 2024 compared to favorable changes in 2023, partially offset by favorable changes in equity markets in 2024 compared to unfavorable changes in 2023, driving MRB-related impacts, partially offset by favorable changes in the fair value of GLB hedge instruments in 2024 compared to unfavorable changes in 2023 attributable to the impact of capital markets.
- Unfavorable changes in the fair value of reinsurance-related embedded derivatives, trading securities and certain mortgage loans driven by the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction.
- Loss in net life insurance product features in 2024 compared to gain in 2023 driven by mark-to-market losses on hedges associated with VUL products.
- Higher credit loss-related adjustments on our mortgage loans on real estate and fixed maturity AFS securities.

The decrease in net income was partially offset by the following:

- Favorable impact from our annual assumption review in 2024 compared to unfavorable impact in 2023.
- Lower investment losses driven by intent to sell impairment in 2023 on fixed maturity AFS securities as part of the fourth quarter 2023 reinsurance transaction.
- Growth in average account balances and improvement in our total loss ratio in our Group Protection segment.

#### Comparison of the Nine Months Ended September 30, 2024 to 2023

Net income increased due primarily to the following:

- Lower investment losses driven by intent to sell impairment in 2023 on fixed maturity AFS securities as part of the fourth quarter 2023 reinsurance transaction.
- Gain on other non-financial assets due to the sale of our wealth management business in the second quarter of 2024.
- Favorable impact from our annual assumption review in 2024 compared to unfavorable impact in 2023.
- Growth in average account balances and improvement in our total loss ratio in our Group Protection segment.

The increase in net income was partially offset by the following:

- Higher expenses in other items driven by a legal accrual in the first quarter of 2024, severance expense related to initiatives that realign the workforce and transaction costs related to the sale of our wealth management business in the second quarter of 2024.
- Higher loss in net life insurance product features driven by mark-to-market losses on hedges associated with VUL products.
- Higher credit loss-related adjustments on our mortgage loans on real estate and fixed maturity AFS securities.

See “Summary of Critical Accounting Estimates – Annual Assumption Review” above for information on the impacts from our annual assumption review.

### RESULTS OF ANNUITIES

Details underlying the results for Annuities (in millions) were as follows:

| Operating Revenues | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Insurance premiums (1) | $38 | $24 | $98 | $116 |
| Fee income | 601 | 557 | 1,769 | 1,644 |
| Net investment income | 442 | 451 | 1,297 | 1,309 |
| Other revenues (2) | 114 | 165 | 509 | 459 |
| Total operating revenues | 1,195 | 1,197 | 3,673 | 3,528 |
| **Operating Expenses** |  |  |  |  |
| Benefits (1) | 38 | 45 | 102 | 177 |
| Interest credited | 399 | 330 | 1,129 | 914 |
| Policyholder liability remeasurement (gain) loss | – | 19 | 3 | 17 |
| Commissions and other expenses | 399 | 521 | 1,411 | 1,528 |
| Total operating expenses | 836 | 915 | 2,645 | 2,636 |
| Income (loss) from operations before taxes | 359 | 282 | 1,028 | 892 |
| Federal income tax expense (benefit) | 58 | 34 | 171 | 98 |
| Income (loss) from operations | $301 | $248 | $857 | $794 |

(1) Insurance premiums include primarily our income annuities that have a corresponding offset in benefits. Benefits include primarily changes in income annuity reserves driven by insurance premiums.

(2) Consists primarily of revenues attributable to broker-dealer services, which are subject to market volatility and have a comparable offset in commissions and other expenses; and the net settlement related to certain reinsurance transactions, which has a corresponding offset in net investment income and interest credited. On May 6, 2024, we closed the previously announced sale of our wealth management business. See Note 1 for more information.

#### Comparison of the Three and Nine Months Ended September 30, 2024 to 2023

Income from operations for this segment increased due primarily to the following:

- Higher fee income driven by higher average daily variable account balances.
- Lower policyholder liability remeasurement loss driven by the impact from our annual assumption review.

The increase in income from operations was partially offset by the following:

- Lower net investment income, net of interest credited, which more than offset impacts from higher average fixed account balances and improving portfolio yields from the current interest rate environment. The lower net investment income, net of interest credited, was experienced in certain reinsured portfolios that have a corresponding increase in other revenues and decrease in benefits.
- Higher commissions and other expenses, net of broker-dealer expenses, driven by higher trail commissions resulting from higher average daily variable account balances.

The increase in income from operations for the nine months ended September 30, 2024, was also partially offset by following:

- Higher federal income tax expense due to the separate account dividends-received deduction in the first quarter of 2024.
- Higher commissions and other expenses due to higher broker-dealer expenses in the first quarter of 2024 as a result of a balance sheet true-up in preparation for the close of the sale of the wealth management business.

See “Summary of Critical Accounting Estimates – Annual Assumption Review” above for information on the impacts from our annual assumption review.

#### Additional Information

New deposits are an important component of net flows and key to our efforts to grow our business. Although deposits do not significantly affect current period income from operations, they can significantly impact future income from operations.

The other component of net flows relates to the retention of new business and account balances. An important measure of retention is the reduction in account balances caused by full surrenders, deaths and other contract benefits. These outflows as a percentage of average gross account balances were 11% for the three and nine months ended September 30, 2024, and 9% for the corresponding periods in 2023.

Our fixed annuities and registered index-linked annuities (“RILA”) have discretionary fixed and indexed crediting rates that reset on an annual or periodic basis and may be subject to surrender charges. Our ability to retain these annuities will be subject to current competitive conditions at the time crediting rates for these products reset. We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and interest rate risk, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment” in our 2023 Form 10-K.

### Fee Income

Details underlying fee income (in millions) were as follows:

| Fee Income | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Mortality, expense and other assessments (1) | $586 | $543 | $1,718 | $1,607 |
| Surrender charges | 14 | 12 | 46 | 32 |
| DFEL: |  |  |  |  |
| Deferrals | (5) | (5) | (14) | (15) |
| Amortization | 6 | 7 | 19 | 20 |
| Total fee income | $601 | $557 | $1,769 | $1,644 |

(1) Presented net of GLB and GDB hedge allowance.

We charge policyholders mortality and expense assessments on variable annuity accounts to cover insurance and administrative expenses. These assessments are a function of the rates priced into the product and the average daily variable account balances. Average daily variable account balances are driven by net flows and variable fund returns. Charges on GLB riders are assessed based on a contractual rate that is applied either to the account balance or the guaranteed amount. We allocate a portion of these fees to support the cost of hedging GLB and GDB riders. For more information, see Note 16. We may collect surrender charges when our fixed and variable annuity policyholders surrender their contracts during the surrender charge period to protect us from premature withdrawals.

### Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

| Net Investment Income Fixed maturity AFS securities, mortgage loans on real | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| estate and other, net of investment expenses | $397 | $416 | $1,175 | $1,206 |
| Commercial mortgage loan prepayment and bond |  |  |  |  |
| make-whole premiums (1) | – | – | 1 | 1 |
| Surplus investments (2) | 45 | 34 | 112 | 99 |
| Net investment income pertaining to broker-dealer services | – | 1 | 9 | 3 |
| Total net investment income | $442 | $451 | $1,297 | $1,309 |
| **Interest Credited** |  |  |  |  |
| Amount provided to policyholders | $396 | $328 | $1,120 | $906 |
| DSI deferrals | – | (2) | (1) | (3) |
| Interest credited before DSI amortization | 396 | 326 | 1,119 | 903 |
| DSI amortization | 3 | 4 | 10 | 11 |
| Total interest credited | $399 | $330 | $1,129 | $914 |

(1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments.

A portion of our investment income earned is credited to the policyholders of our deferred fixed annuity products, including the fixed portion of variable annuity contracts. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our fixed annuity policyholders’ accounts, including the fixed portion of variable annuity contracts. Changes in commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends.

### Account Balances

Details underlying account balances (dollars in millions) were as follows:

| Variable Annuity Account Balance Information (1) | As of or For the Three Months Ended September 30, 2024 | 2023 | As of or For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Variable annuity deposits | $1,076 | $769 | $3,002 | $2,137 |
| Variable annuity net flows | (2,509) | (1,718) | (7,189) | (5,265) |
| Variable annuity account balances | 120,469 | 105,193 | 120,469 | 105,193 |
| Average daily variable annuity account balances | 117,913 | 109,765 | 116,270 | 108,840 |
| Average daily S&P 500® Index (2) | 5,546 | 4,456 | 5,266 | 4,222 |
| **Fixed Annuity Account Balance Information (3)** |  |  |  |  |
| Fixed annuity deposits | $2,307 | $1,968 | $7,054 | $6,324 |
| Fixed annuity net flows | 872 | 845 | 2,605 | 2,953 |
| Fixed annuity account balances (4) | 44,688 | 41,458 | 44,688 | 41,458 |
| Average fixed annuity account balances (4) | 43,767 | 41,547 | 41,975 | 39,773 |

(1) Excludes the fixed portion of variable annuities.

(2) We generally use the S&P 500 Index as a benchmark for the performance of our variable account balances. The account balances of our variable annuity contracts are invested by our policyholders in a variety of investment options including, but not limited to, domestic and international equity securities and fixed income, which do not necessarily align with S&P 500 Index performance.

(3) Includes the fixed portion of variable annuities and RILA.

(4) Net of reinsurance.

For more information on account balances, see Notes 9 and 10.

### Commissions and Other Expenses

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

| Commissions and Other Expenses Commissions: | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Deferrable | $109 | $86 | $294 | $259 |
| Non-deferrable | 176 | 152 | 514 | 460 |
| General and administrative expenses | 122 | 124 | 358 | 353 |
| Expenses associated with reserve financing |  |  |  |  |
| and LOC expenses | 5 | 3 | 15 | 9 |
| Taxes, licenses and fees | 9 | 14 | 32 | 31 |
| Total expenses incurred, excluding broker-dealer | 421 | 379 | 1,213 | 1,112 |
| DAC deferrals | (129) | (102) | (342) | (300) |
| Total pre-broker-dealer expenses incurred, |  |  |  |  |
| excluding amortization | 292 | 277 | 871 | 812 |
| DAC, VOBA and other amortization: |  |  |  |  |
| Amortization | 109 | 111 | 322 | 326 |
| Impact from annual assumption review | (2) | (2) | (2) | (2) |
| Broker-dealer expenses incurred | – | 135 | 220 | 392 |
| Total commissions and other expenses | $399 | $521 | $1,411 | $1,528 |

| DAC Deferrals |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| As a percentage of sales/deposits | 3.8% | 3.7% | 3.4% | 3.5% |

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain types of commissions, such as trail commissions that are based on account balances, are expensed as incurred rather than deferred and amortized. Broker-dealer expenses that vary with and are related to sales are expensed as incurred and not deferred and amortized. Fluctuations in these expenses correspond with fluctuations in other revenues.

### RESULTS OF LIFE INSURANCE

Details underlying the results for Life Insurance (in millions) were as follows:

| Operating Revenues | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Insurance premiums (1) | $286 | $289 | $866 | $867 |
| Fee income | 672 | 739 | 2,021 | 2,269 |
| Net investment income | 597 | 689 | 1,710 | 2,083 |
| Operating realized gain (loss) | (2) | (2) | (5) | (5) |
| Other revenues | 36 | 8 | 48 | 27 |
| Total operating revenues | 1,589 | 1,723 | 4,640 | 5,241 |
| **Operating Expenses** |  |  |  |  |
| Benefits | 895 | 1,129 | 2,769 | 3,354 |
| Interest credited | 302 | 325 | 894 | 978 |
| Policyholder liability remeasurement (gain) loss | 42 | 183 | 117 | 183 |
| Commissions and other expenses | 329 | 315 | 939 | 943 |
| Total operating expenses | 1,568 | 1,952 | 4,719 | 5,458 |
| Income (loss) from operations before taxes | 21 | (229) | (79) | (217) |
| Federal income tax expense (benefit) | (1) | (56) | (31) | (64) |
| Income (loss) from operations | $22 | $(173) | $(48) | $(153) |

(1) Includes term insurance premiums, which have a corresponding partial offset in benefits for changes in reserves.

#### Comparison of the Three Months Ended September 30, 2024 to 2023

Income from operations for this segment increased due primarily to the following:

- Lower benefits and policyholder liability remeasurement loss driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction and the impact from our annual assumption review.
- Higher other revenues driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction.

The increase in income from operations was partially offset by the following:

- Lower net investment income, net of interest credited, driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction, partially offset by higher investment income on alternative investments.
- Lower fee income driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction.
- Higher commissions and other expenses driven by the impact of the amortization of deferred loss recognized as part of the fourth quarter 2023 reinsurance transaction, partially offset by expense management.

#### Comparison of the Nine Months Ended September 30, 2024 to 2023

Loss from operations for this segment decreased due primarily to the following:

- Lower benefits and policyholder liability remeasurement loss driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction and the impact from our annual assumption review.
- Higher other revenues driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction.

The decrease in loss from operations was partially offset by the following:

- Lower net investment income, net of interest credited, driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction, partially offset by higher investment income on alternative investments.
- Lower fee income driven by the run-rate impact of the fourth quarter 2023 reinsurance transaction.

For more information on the fourth quarter 2023 reinsurance transaction, see “Additional Information” below.

See “Critical Accounting Policies and Estimates – Annual Assumption Review” above for information on the impacts from our annual assumption review.

#### Additional Information

Effective October 1, 2023, we entered into reinsurance agreements with Fortitude Reinsurance Company Ltd. to reinsure liabilities under certain blocks of in-force UL with secondary guarantees (“ULSG”) and *MoneyGuard®.* We expect an ongoing unfavorable impact to operating results in future quarters of approximately $25 million to $30 million per quarter as a result of this reinsurance transaction. See Note 7 for more information on the transaction, which improved our capital position and is expected to be accretive to ongoing free cash flow.

For information on interest rate spreads and interest rate risk, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment” in our 2023 Form 10-K.

### Insurance Premiums

Insurance premiums relate to traditional products and are a function of the rates priced into the product and insurance in force. Insurance in force, in turn, is driven by sales, persistency and mortality claims.

### Fee Income

Details underlying fee income, sales, net flows, account balances and in-force face amount (in millions) were as follows:

| Fee Income | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Cost of insurance assessments | $520 | $558 | $1,572 | $1,734 |
| Expense assessments | 355 | 379 | 1,041 | 1,119 |
| Surrender charges | 6 | 7 | 23 | 22 |
| DFEL: |  |  |  |  |
| Deferrals | (281) | (272) | (826) | (799) |
| Amortization | 73 | 67 | 212 | 193 |
| Impact from annual assumption review | (1) | – | (1) | – |
| Total fee income | $672 | $739 | $2,021 | $2,269 |

90

| Sales by Product | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| IUL/UL | $32 | $23 | $75 | $85 |
| MoneyGuard® | 35 | 27 | 93 | 71 |
| VUL | 22 | 29 | 64 | 93 |
| Term | 15 | 23 | 52 | 79 |
| Executive Benefits | 18 | 42 | 35 | 69 |
| Total sales | $122 | $144 | $319 | $397 |
| **Net Flows** |  |  |  |  |
| Deposits | $1,262 | $1,272 | $3,699 | $3,927 |
| Withdrawals and deaths | (524) | (451) | (1,469) | (1,322) |
| Net flows | $738 | $821 | $2,230 | $2,605 |
| **Policyholder Assessments** | $1,377 | $1,362 | $4,125 | $4,087 |

| Account Balances (1) | As of September 30, 2024 2023 |  |
| --- | ---: | --- |
| General account | $21,391 $31,714 |  |
| Separate account | 23,328 18,010 |  |
| Total account balances | $44,719 $49,724 |  |
| **In-Force Face Amount** |  |  |
| UL and other | $364,766 $364,586 |  |
| Term insurance | 717,071 721,927 |  |
| Total in-force face amount | $1,081,837 $1,086,513 |  |
|  | **For the Three Months Ended September 30,** | **For the Nine Months Ended September 30,** |
|  | **2024** **2023** | **2024** **2023** |
| **Average General Account Balances (1)** | $21,386 $31,823 | $21,392 $31,955 |

(1) Net of reinsurance ceded.

Fee income relates only to interest-sensitive products and includes cost of insurance assessments, expense assessments and surrender charges. Both cost of insurance and expense assessments can have deferrals and amortization related to deferred front-end loads (“DFEL”). Cost of insurance and expense assessments are deducted from our policyholders’ account balances. These amounts are a function of the rates priced into the product and premiums received, face amount in force and account balances.

Sales are not recorded as a component of revenues (other than for traditional products) and do not have a significant effect on current quarter income from operations but are indicators of future profitability. Generally, we have higher sales during the second half of the year with the fourth quarter being our strongest.

Sales in the table above and as discussed above were reported as follows:

- UL, IUL and VUL – first-year commissionable premiums plus 5% of excess premiums received;
- *MoneyGuard®* linked-benefit products – *MoneyGuard* (UL), 15% of total expected premium deposits, and *MoneyGuard Market Advantage*SM (VUL), 150% of commissionable premiums;
- Executive Benefits – insurance and corporate-owned UL and VUL, first-year commissionable premiums plus 5% of excess premium received, and single premium bank-owned UL and VUL, 15% of single premium deposits; and
- Term – 100% of annualized first-year premiums.

We monitor the business environment, including but not limited to the regulatory and interest rate environments, and make changes to our product offerings and in-force products as needed, and as permitted under the terms of the policies, to sustain the future profitability of our segment.

### Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

| Net Investment Income Fixed maturity AFS securities, mortgage loans on real estate | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| and other, net of investment expenses | $459 | $603 | $1,393 | $1,797 |
| Commercial mortgage loan prepayment and bond |  |  |  |  |
| make-whole premiums (1) | 4 | – | 6 | 3 |
| Alternative investments (2) | 92 | 45 | 198 | 159 |
| Surplus investments (3) | 42 | 41 | 113 | 124 |
| Total net investment income | $597 | $689 | $1,710 | $2,083 |
| **Interest Credited** | $302 | $325 | $894 | $978 |

(1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) See “Consolidated Investments – Alternative Investments” below for additional information.

(3) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities.

A portion of the investment income earned for this segment is credited to policyholder accounts. Statutory reserves will typically grow at a faster rate than account balances because of reserve requirements. Investments allocated to this segment are based upon the statutory reserve liabilities and are affected by various reserve adjustments, including financing transactions providing relief from reserve requirements. These financing transactions lead to a transfer of investments from this segment to Other Operations. We expect to earn a spread between what we earn on the underlying general account investments and what we credit to our policyholders’ accounts. Investment income partially offsets the earnings effect of the associated growth of our policy reserves. Commercial mortgage loan prepayments and bond make-whole premiums and investment income on alternative investments can vary significantly from period to period due to a number of factors, and, therefore, may contribute to investment income results that are not indicative of the underlying trends.

### Benefits and Policyholder Remeasurement (Gain) Loss

Details underlying benefits and policyholder remeasurement (gain) loss (dollars in millions) were as follows:

| Benefits and Policyholder Remeasurement (Gain) Loss | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Death claims direct and assumed | $1,437 | $1,311 | $4,420 | $4,100 |
| Death claims ceded | (662) | (500) | (2,028) | (1,604) |
| Reserves released on death | (137) | (158) | (445) | (470) |
| Net death benefits | 638 | 653 | 1,947 | 2,026 |
| Change in secondary guarantee life insurance product |  |  |  |  |
| reserves: |  |  |  |  |
| Change in reserves | 100 | 204 | 291 | 593 |
| Impact from annual assumption review | 20 | 172 | 20 | 172 |
| Change in MoneyGuard® reserves: |  |  |  |  |
| Change in reserves | 149 | 143 | 419 | 392 |
| Impact from annual assumption review | 53 | 37 | 53 | 37 |
| Change in traditional product reserves: |  |  |  |  |
| Change in reserves | 29 | 47 | 117 | 164 |
| Impact from annual assumption review | (84) | (11) | (84) | (11) |
| Other benefits (1) | 32 | 67 | 123 | 164 |
| Total benefits and policyholder remeasurement |  |  |  |  |
| (gain) loss | $937 | $1,312 | $2,886 | $3,537 |
| Death claims per $1,000 of in-force | 2.36 | 2.41 | 2.39 | 2.50 |

(1) Includes primarily long-term care claims and life surrender benefits.

Benefits for this segment include claims incurred during the period in excess of the associated reserves for its interest-sensitive and traditional products. In addition, benefits include the change in secondary guarantee, linked-benefit and term life insurance product reserves. These reserves are affected by changes in expected future trends of assessments and benefits causing remeasurements. Generally, we experience higher mortality in the first quarter of the year due to the seasonality of claims.

### Commissions and Other Expenses

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

| Commissions and Other Expenses | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Commissions | $120 | $129 | $346 | $421 |
| General and administrative expenses | 138 | 154 | 421 | 457 |
| Expenses associated with reserve financing | 25 | 25 | 72 | 76 |
| Taxes, licenses and fees | 35 | 36 | 103 | 114 |
| Total expenses incurred | 318 | 344 | 942 | 1,068 |
| DAC and VOBA deferrals | (140) | (152) | (406) | (496) |
| Total expenses recognized before amortization | 178 | 192 | 536 | 572 |
| DAC and VOBA amortization | 126 | 122 | 376 | 368 |
| Amortization of deferred loss on business sold |  |  |  |  |
| through reinsurance (1) | 24 | – | 24 | – |
| Other intangible amortization | 1 | 1 | 3 | 3 |
| Total commissions and other expenses | $329 | $315 | $939 | $943 |
| **DAC and VOBA Deferrals** |  |  |  |  |
| As a percentage of sales | 114.8% | 105.6% | 127.3% | 124.9% |

(1) The amortization of deferred loss on business sold through reinsurance pertains to the fourth quarter 2023 reinsurance transaction. See Notes 1 and 7 for additional information.

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable. For our interest-sensitive and traditional products, deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances.

### RESULTS OF GROUP PROTECTION

Details underlying the results for Group Protection (in millions) were as follows:

| Operating Revenues | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Insurance premiums | $1,288 | $1,251 | $3,871 | $3,765 |
| Net investment income | 87 | 84 | 261 | 254 |
| Other revenues (1) | 57 | 53 | 167 | 157 |
| Total operating revenues | 1,432 | 1,388 | 4,299 | 4,176 |
| **Operating Expenses** |  |  |  |  |
| Benefits | 1,007 | 979 | 3,069 | 3,036 |
| Interest credited | 1 | 1 | 3 | 4 |
| Policyholder liability remeasurement (gain) loss | (88) | (39) | (279) | (260) |
| Commissions and other expenses | 375 | 361 | 1,103 | 1,083 |
| Total operating expenses | 1,295 | 1,302 | 3,896 | 3,863 |
| Income (loss) from operations before taxes | 137 | 86 | 403 | 313 |
| Federal income tax expense (benefit) | 28 | 18 | 85 | 66 |
| Income (loss) from operations | $109 | $68 | $318 | $247 |

(1) Consists of revenue from third parties for administrative services performed, which has a corresponding partial offset in commissions and other expenses.

| Income (Loss) from Operations by Product Line | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Life | $37 | $8 | $56 | $28 |
| Disability | 75 | 64 | 269 | 228 |
| Dental | (3) | (4) | (7) | (9) |
| Income (loss) from operations | $109 | $68 | $318 | $247 |

#### Comparison of the Three Months Ended September 30, 2024 to 2023

Income from operations for this segment increased due primarily to the following:

- Higher insurance premiums due to growth in business in force.
- Lower benefits, net of policyholder liability remeasurement gain, driven by more favorable reported incidence and claim terminations than assumed in our disability business and lower incidence in our life business, partially offset by the impact from our annual assumption review and the timing of the recognition of an annual experience refund in our disability business.

The increase in income from operations was partially offset by higher commissions and other expenses driven by incentive compensation as a result of production performance.

#### Comparison of the Nine Months Ended September 30, 2024 to 2023

Income from operations for this segment increased due primarily to higher insurance premiums due to growth in business in force.

The increase in income from operations was partially offset by the following:

- Higher commissions and other expenses due to incentive compensation as a result of production performance.
- Higher benefits, net of policyholder liability remeasurement gain, driven by growth in business in force and the impact from our annual assumption review, partially offset by more favorable reported incidence and claim terminations than assumed in our disability business.

See “Critical Accounting Policies and Estimates – Annual Assumption Review” for information on the impacts from our annual assumption review.

#### Additional Information

For information about the effect of the loss ratio sensitivity on our income (loss) from operations, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Group Protection – Additional Information” in our 2023 Form 10-K.

For information on the effects of current interest rates on our long-term disability claim reserves, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Effect of Interest Rate Sensitivity” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” in our 2023 Form 10-K.

### Insurance Premiums

Details underlying insurance premiums (in millions) were as follows:

| Insurance Premiums by Product Line | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Life | $505 | $487 | $1,504 | $1,452 |
| Disability | 739 | 719 | 2,229 | 2,175 |
| Dental | 44 | 45 | 138 | 138 |
| Total insurance premiums | $1,288 | $1,251 | $3,871 | $3,765 |
| **Sales by Product Line** |  |  |  |  |
| Life | 42 | 30 | $208 | $167 |
| Disability | 36 | 32 | 161 | 107 |
| Dental | 6 | 9 | 20 | 21 |
| Total sales | $84 | $71 | $389 | $295 |

Premiums are a function of the rates priced into the product and our business in force. Business in force, in turn, is driven by sales and persistency experience.

Sales relate to new policyholders and new coverages sold to existing policyholders. We believe that the trend in sales is an important indicator of development of business in force over time. Sales in the table above are the combined annualized premiums for our products. Generally, we have higher sales during the fourth quarter of the year.

### Net Investment Income

We use our investment income to offset the earnings effect of the associated build of our reserves, which are a function of our insurance premiums and the yields on our investments. Details underlying net investment income (in millions) were as follows:

| Net Investment Income Fixed maturity AFS securities, mortgage loans on real estate | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| and other, net of investment expenses | $65 | $66 | $203 | $200 |
| Commercial mortgage loan prepayment and bond |  |  |  |  |
| make-whole premiums (1) | 1 | – | 1 | 1 |
| Surplus investments (2) | 21 | 18 | 57 | 53 |
| Total net investment income | $87 | $84 | $261 | $254 |

(1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments.

### Benefits, Interest Credited and Policyholder Liability Remeasurement (Gain) Loss

Details underlying benefits, interest credited, policyholder liability remeasurement (gain) loss (in millions) and loss ratios by product line were as follows:

| Benefits, Interest Credited and Policyholder Liability Remeasurement (Gain) Loss by Product Line | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Life | $343 | $374 | $1,102 | $1,107 |
| Disability | 541 | 533 | 1,584 | 1,568 |
| Dental | 36 | 34 | 107 | 105 |
| Total benefits, interest credited and policyholder |  |  |  |  |
| liability remeasurement (gain) loss | $920 | $941 | $2,793 | $2,780 |
| **Loss Ratios by Product Line** |  |  |  |  |
| Life | 68.1% | 76.8% | 73.2% | 76.3% |
| Disability | 73.2% | 74.1% | 71.1% | 72.1% |
| Dental | 79.0% | 75.9% | 78.1% | 76.4% |
| Total | 71.4% | 75.2% | 72.2% | 73.8% |

Generally, we experience higher mortality in the first quarter of the year and higher disability claims in the fourth quarter of the year due to the seasonality of claims. For additional information on our loss ratios, see “Additional Information” above.

### Commissions and Other Expenses

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

| Commissions and Other Expenses | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Commissions | $114 | $109 | $336 | $327 |
| General and administrative expenses | 220 | 212 | 656 | 635 |
| Taxes, licenses and fees | 35 | 33 | 106 | 102 |
| Total expenses incurred | 369 | 354 | 1,098 | 1,064 |
| DAC deferrals | (30) | (26) | (101) | (79) |
| Total expenses recognized before amortization | 339 | 328 | 997 | 985 |
| DAC and other intangible amortization | 36 | 33 | 106 | 98 |
| Total commissions and other expenses | $375 | $361 | $1,103 | $1,083 |

| DAC Deferrals |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| As a percentage of insurance premiums | 2.3% | 2.1% | 2.6% | 2.1% |

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain broker commissions that vary with and are related to paid premiums are expensed as incurred rather than deferred and amortized.

### RESULTS OF RETIREMENT PLAN SERVICES

Details underlying the results for Retirement Plan Services (in millions) were as follows:

| Operating Revenues | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Fee income | $74 | $66 | $216 | $195 |
| Net investment income | 253 | 251 | 744 | 765 |
| Other revenues (1) | 8 | 10 | 24 | 28 |
| Total operating revenues | 335 | 327 | 984 | 988 |
| **Operating Expenses** |  |  |  |  |
| Interest credited | 170 | 165 | 505 | 501 |
| Commissions and other expenses | 116 | 112 | 342 | 330 |
| Total operating expenses | 286 | 277 | 847 | 831 |
| Income (loss) from operations before taxes | 49 | 50 | 137 | 157 |
| Federal income tax expense (benefit) | 5 | 7 | 17 | 24 |
| Income (loss) from operations | $44 | $43 | $120 | $133 |

(1) Consists primarily of mutual fund account program revenues from mid to large employers.

#### Comparison of the Three Months Ended September 30, 2024 to 2023

Income from operations for this segment modestly increased due primarily to the following:

- Higher fee income driven by higher average daily variable account balances.
- Lower federal income tax expense due to favorable tax return true-ups.

The increase in income from operations was partially offset by the following:

- Higher commissions and other expenses driven by higher trail commissions resulting from higher average daily variable account balances.
- Lower net investment income, net of interest credited, driven by an increase in crediting rates.

#### Comparison of the Nine Months Ended September 30, 2024 to 2023

Income from operations for this segment decreased due primarily to the following:

- Lower net investment income, net of interest credited, driven by lower average fixed account balances and an increase in crediting rates.
- Higher commissions and other expenses driven by higher trail commissions resulting from higher average daily variable account balances.

The decrease in income from operations was partially offset by higher fee income driven by higher average daily variable account balances.

#### Additional Information

Net flows in this business fluctuate based on the timing of larger plans being implemented and terminating over the course of the year.

New deposits are an important component of net flows and key to our efforts to grow our business. Although deposits do not significantly affect current period income from operations, they can significantly impact future income from operations. The other component of net flows relates to the retention of the business. An important measure of retention is the reduction in account balances caused by plan sponsor terminations and participant withdrawals. These outflows as a percentage of average account balances were 13% for the three and nine months ended September 30, 2024, and 12% for the corresponding periods in 2023.

Our net flows are negatively affected by the continued net outflows from our oldest blocks of annuities business (as presented on our Net Flows By Market table below as “*Multi-Fund®* and other”), which are among our higher margin product lines in this segment, due to the fact that they are mature blocks with low distribution and servicing costs. The proportion of these products to our total account balances was 13% and 16% as of September 30, 2024 and 2023, respectively. Due to this overall shift in business mix toward products with lower returns, new deposit production continues to be necessary to maintain earnings at current levels.

Our fixed annuity business includes products with discretionary and index-based crediting rates that are reset on either a quarterly or semi-annual basis. Our ability to retain quarterly or semi-annual reset annuities will be subject to current competitive conditions at the time crediting rates for these products reset. We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows into or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and interest rate risk, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2023 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment” in our 2023 Form 10-K.

### Fee Income

Details underlying fee income (in millions) were as follows:

| Fee Income | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Annuity expense assessments | $54 | $49 | $158 | $142 |
| Mutual fund fees | 19 | 16 | 56 | 52 |
| Total expense assessments | 73 | 65 | 214 | 194 |
| Surrender charges | 1 | 1 | 2 | 1 |
| Total fee income | $74 | $66 | $216 | $195 |

Our fee income is primarily composed of expense assessments that we charge to cover insurance and administrative expenses, and mutual fund fees earned for services we provide to our mutual fund programs. Fee income is primarily based on average account balances, both fixed and variable, which are driven by net flows and the equity markets. Fee income is also driven by non-account balance-related items such as participant counts. We may collect surrender charges when our fixed and variable annuity policyholders surrender their contracts during the surrender charge period to protect us from premature withdrawals.

### Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

| Net Investment Income Fixed maturity AFS securities, mortgage loans on real estate | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| and other, net of investment expenses | $231 | $231 | $686 | $707 |
| Commercial mortgage loan prepayment and |  |  |  |  |
| bond make-whole premiums (1) | – | – | 1 | 1 |
| Surplus investments (2) | 22 | 20 | 57 | 57 |
| Total net investment income | $253 | $251 | $744 | $765 |
| **Interest Credited** | $170 | $165 | $505 | $501 |

(1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments.

A portion of our investment income earned is credited to the policyholders of our fixed annuity products, including the fixed portion of variable annuity contracts. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our fixed annuity policyholders’ accounts, including the fixed portion of variable annuity contracts. Commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends.

### Account Balances

Details underlying account balances (dollars in millions) were as follows:

| Variable Account Balance Information (1) | As of or For the Three Months Ended September 30, 2024 | 2023 | As of or For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Variable annuity deposits | $633 | $476 | $1,688 | $1,655 |
| Variable annuity net flows | (233) | (192) | (680) | (129) |
| Variable annuity account balances | 21,985 | 17,908 | 21,985 | 17,908 |
| Average daily variable annuity account balances | 21,272 | 18,686 | 20,688 | 18,097 |
| Average daily S&P 500® Index (2) | 5,546 | 4,456 | 5,266 | 4,222 |
| **Fixed Account Balance Information (3)** |  |  |  |  |
| Fixed annuity deposits | $944 | $709 | $2,580 | $2,026 |
| Fixed annuity net flows | (151) | (459) | (790) | (1,236) |
| Fixed annuity account balances | 23,727 | 24,099 | 23,727 | 24,099 |
| Average fixed account balances | 23,604 | 24,268 | 23,605 | 24,711 |
| **Mutual Fund Account Balance Information** |  |  |  |  |
| Mutual fund deposits | $2,603 | $1,515 | $6,997 | $5,125 |
| Mutual fund net flows | 1,035 | 379 | 2,315 | 1,829 |
| Mutual fund account balances (4) | 68,084 | 51,926 | 68,084 | 51,926 |

(1) Excludes the fixed portion of variable annuities.

(2) We generally use the S&P 500 Index as a benchmark for the performance of our variable account balances. The account balances of our variable annuity contracts are invested by our policyholders in a variety of investment options including, but not limited to, domestic and international equity securities and fixed income, which do not necessarily align with the S&P 500 Index performance.

(3) Includes the fixed portion of variable annuities.

(4) Mutual funds are not included in the separate accounts reported on the Consolidated Balance Sheets as we do not have any ownership interest in them.

| Net Flows By Market | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Small market | $11 | $21 | $22 | $267 |
| Mid – large market | 1,069 | 83 | 2,122 | 1,202 |
| Multi-Fund® and other | (429) | (376) | (1,299) | (1,005) |
| Total net flows | $651 | $(272) | $845 | $464 |

For more information on account balances, see Notes 9 and 10.

### Commissions and Other Expenses

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

| Commissions and Other Expenses Commissions: | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Deferrable | $1 | $1 | $4 | $3 |
| Non-deferrable | 27 | 21 | 72 | 62 |
| General and administrative expenses | 85 | 86 | 253 | 253 |
| Taxes, licenses and fees | 3 | 4 | 14 | 14 |
| Total expenses incurred | 116 | 112 | 343 | 332 |
| DAC deferrals | (5) | (5) | (15) | (15) |
| Total expenses recognized before amortization | 111 | 107 | 328 | 317 |
| DAC amortization | 5 | 5 | 14 | 13 |
| Total commissions and other expenses | $116 | $112 | $342 | $330 |
| **DAC Deferrals** |  |  |  |  |
| As a percentage of annuity sales/deposits | 0.3% | 0.4% | 0.4% | 0.4% |

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain types of commissions, such as trail commissions that are based on account balances, are expensed as incurred rather than deferred and amortized. Distribution expenses associated with the sale of mutual fund products are expensed as incurred.

### RESULTS OF OTHER OPERATIONS

Details underlying the results for Other Operations (in millions) were as follows:

| Operating Revenues | For the Three Months Ended September 30, 2024 | 2023 (1) | For the Nine Months Ended September 30, 2024 | 2023 (1) |
| --- | ---: | ---: | ---: | ---: |
| Insurance premiums (2) | $1 | $1 | $4 | $8 |
| Net investment income (3) | 34 | 37 | 77 | 110 |
| Other revenues (4) | 17 | – | 37 | 9 |
| Total operating revenues | 52 | 38 | 118 | 127 |
| **Operating Expenses** |  |  |  |  |
| Benefits | (3) | 17 | 10 | 53 |
| Interest credited | 8 | 9 | 26 | 27 |
| Policyholder liability remeasurement (gain) loss | – | (5) | – | (3) |
| Other expenses | 66 | 65 | 177 | 172 |
| Interest and debt expense | 86 | 84 | 253 | 250 |
| Total operating expenses | 157 | 170 | 466 | 499 |
| Income (loss) from operations before taxes | (105) | (132) | (348) | (372) |
| Federal income tax expense (benefit) | (21) | (30) | (72) | (79) |
| Income (loss) from operations | $(84) | $(102) | $(276) | $(293) |

(1) Prior period amounts have been recast to conform to our revised definition of income (loss) from operations. See Note 16 for additional information.

(2) Includes our disability income business, which has a corresponding offset in benefits for changes in reserves.

(3) Includes our institutional pension business, which has a corresponding offset in premiums and benefits for changes in reserves.

(4) Includes certain third-party advisory fees, which has a partial offset in other expenses.

#### Comparison of the Three Months Ended September 30, 2024 to 2023

Loss from operations for Other Operations decreased due primarily to higher other revenues due to the effect of market fluctuations on assets held as part of certain compensation plans, which increased during the three months ended September 30, 2024, compared to a decrease during the corresponding period in 2023.

#### Comparison of the Nine Months Ended September 30, 2024 to 2023

Loss from operations for Other Operations decreased due primarily to higher other revenues due to the effect of market fluctuations on assets held as part of certain compensation plans, which increased during the three months ended September 30, 2024, compared to a less significant increase during the corresponding period in 2023. The decrease in loss from operations was partially offset by higher other expenses driven by higher costs pertaining to business operations.

### Net Investment Income and Interest Credited

We utilize an internal formula to determine the amount of capital that is allocated to our business segments. Investment income on capital in excess of the calculated amounts is reported in Other Operations. If our business segments require increases in statutory reserves, surplus or investments, the amount of excess capital that is retained by Other Operations would decrease and net investment income would be negatively affected.

Write-downs for impairments decrease the recorded value of investments owned by the business segments. These write-downs are not included in the income from operations of our business segments. When impairment occurs, assets are transferred to the business segments’ portfolios and will reduce the future net investment income for Other Operations. Statutory reserve adjustments for our business segments can also cause allocations of investments between the business segments and Other Operations.

The majority of our interest credited relates to our reinsurance operations sold to Swiss Re Life & Health America, Inc. (“Swiss Re”) in 2001. A substantial amount of the business was sold through indemnity reinsurance transactions, which is still recorded in the consolidated financial statements. The interest credited corresponds to investment income earnings on the assets we continue to hold for this business. There is no effect to income or loss in Other Operations or on a consolidated basis for these amounts because interest earned on the blocks that continue to be reinsured is passed through to Swiss Re in the form of interest credited.

### Benefits

Benefits are recognized when incurred for institutional pension products and disability income business.

### Other Expenses

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

| General and administrative expenses: | For the Three Months Ended September 30, 2024 | 2023 (1) | For the Nine Months Ended September 30, 2024 | 2023 (1) |
| --- | ---: | ---: | ---: | ---: |
| Legal | $2 | $(1) | $4 | $(4) |
| Branding | 9 | 10 | 32 | 34 |
| Other (2) | 56 | 58 | 151 | 149 |
| Total general and administrative expenses | 67 | 67 | 187 | 179 |
| Taxes, licenses and fees (3) | (1) | (1) | (9) | (5) |
| Other (4) | – | (1) | (1) | (2) |
| Total other expenses | $66 | $65 | $177 | $172 |

(1) Prior period amounts have been recast to conform to our revised definition of income (loss) from operations. See Note 16 for additional information.

(2) Includes expenses that are corporate in nature including charitable contributions and other expenses not allocated to our business segments.

(3) Includes state guaranty funds assessments to cover losses to policyholders of insolvent or rehabilitated insurance companies. Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states.

(4) Consists primarily of reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of letters of credit (“LOCs”).

### Interest and Debt Expense

Our current level of interest expense may not be indicative of the future due to, among other things, the timing of the use of cash, the availability of funds from our inter-company cash management program and the future cost of capital. For additional information on our financing activities, see “Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Debt” below.

### CONSOLIDATED INVESTMENTS

Details underlying our consolidated investment balances (in millions) were as follows:

| Investments | As of September 30, 2024 | As of December 31, 2023 | Percentage of Total Investments As of September 30, 2024 | As of December 31, 2023 |
| --- | ---: | ---: | ---: | ---: |
| Fixed maturity AFS securities | $90,682 | $88,738 | 68.9% | 71.4% |
| Trading securities | 2,206 | 2,359 | 1.7% | 1.9% |
| Equity securities | 293 | 306 | 0.2% | 0.2% |
| Mortgage loans on real estate | 20,856 | 18,963 | 15.8% | 15.3% |
| Policy loans | 2,510 | 2,476 | 1.9% | 2.0% |
| Derivative investments | 9,522 | 6,474 | 7.2% | 5.2% |
| Alternative investments | 3,720 | 3,377 | 2.8% | 2.7% |
| Other investments | 2,023 | 1,638 | 1.5% | 1.3% |
| Total investments | $131,812 | $124,331 | 100.0% | 100.0% |

### Investment Objective

Investments are an integral part of our operations. We follow a balanced approach to investing for both current income and prudent risk management, with an emphasis on generating sufficient current income, net of income tax, to meet our obligations to customers, as well as other general liabilities. This balanced approach requires the evaluation of expected return and risk of each asset class utilized, while still meeting our income objectives. This approach is important to our asset-liability management because decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities. For a discussion of our risk management process, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K.

### Investment Portfolio Composition and Diversification

Fundamental to our investment policy is diversification across asset classes. Our investment portfolio, excluding cash and invested cash, is composed of fixed maturity securities, mortgage loans on real estate, real estate (either wholly owned or in joint ventures) and other long-term investments. We purchase investments for our segmented portfolios that have yield, duration and other characteristics that take into account the liabilities of the products being supported.

We have the ability to maintain our investment holdings throughout credit cycles because of our capital position, the long-term nature of our liabilities and the matching of our portfolios of investment assets with the liabilities of our various products.

### Fixed Maturity and Equity Securities Portfolios

Fixed maturity securities consist of portfolios classified as AFS and trading. Details underlying our fixed maturity AFS securities by industry classification (in millions) are presented in the tables below. These tables agree in total with the presentation of fixed maturity AFS securities in Note 3; however, the categories below represent a more detailed breakout of the fixed maturity AFS portfolio. Therefore, the investment classifications listed below do not agree to the investment categories provided in Note 3.

| Fixed Maturity AFS Securities Industry corporate bonds: | As of September 30, 2024 Net% Amortized Cost (1) | Gross Unrealized Gains | Losses | Fair Value | Fair Value |
| --- | ---: | ---: | ---: | ---: | ---: |
| Financial services | $14,095 | $160 | $1,054 | $13,201 | 14.7% |
| Basic industry | 3,471 | 70 | 272 | 3,269 | 3.6% |
| Capital goods | 6,275 | 93 | 546 | 5,822 | 6.4% |
| Communications | 3,267 | 69 | 334 | 3,002 | 3.3% |
| Consumer cyclical | 5,918 | 82 | 442 | 5,558 | 6.1% |
| Consumer non-cyclical | 15,397 | 209 | 1,742 | 13,864 | 15.4% |
| Energy | 3,152 | 44 | 251 | 2,945 | 3.2% |
| Technology | 4,893 | 36 | 468 | 4,461 | 4.9% |
| Transportation | 3,517 | 52 | 277 | 3,292 | 3.6% |
| Industrial other | 2,442 | 15 | 361 | 2,096 | 2.3% |
| Utilities | 12,585 | 169 | 1,284 | 11,470 | 12.6% |
| Government-related entities | 1,408 | 36 | 190 | 1,254 | 1.4% |
| Collateralized mortgage and other obligations (“CMOs”): |  |  |  |  |  |
| Agency backed | 1,213 | 6 | 121 | 1,098 | 1.2% |
| Non-agency backed | 320 | 23 | 3 | 340 | 0.4% |
| Mortgage pass through securities (“MPTS”): |  |  |  |  |  |
| Agency backed | 469 | 7 | 32 | 444 | 0.5% |
| Commercial mortgage-backed securities (“CMBS”): |  |  |  |  |  |
| Non-agency backed | 1,766 | 12 | 135 | 1,643 | 1.8% |
| Asset-backed securities (“ABS”): |  |  |  |  |  |
| Collateralized loan obligations (“CLOs”) | 8,251 | 19 | 223 | 8,047 | 8.9% |
| Credit card | 123 | 6 | 1 | 128 | 0.1% |
| Home equity | 164 | 33 | – | 197 | 0.2% |
| Other | 5,120 | 68 | 116 | 5,072 | 5.6% |
| Municipals: |  |  |  |  |  |
| Taxable | 2,814 | 51 | 332 | 2,533 | 2.8% |
| Tax-exempt | 34 | 1 | 1 | 34 | 0.0% |
| Government: |  |  |  |  |  |
| United States | 416 | 7 | 25 | 398 | 0.4% |
| Foreign | 283 | 16 | 47 | 252 | 0.3% |
| Hybrid and redeemable preferred securities | 247 | 27 | 12 | 262 | 0.3% |
| Total fixed maturity AFS securities | 97,640 | 1,311 | 8,269 | 90,682 | 100.0% |
| **Trading Securities (2)** | 2,295 | 59 | 148 | 2,206 |  |
| **Equity Securities** | 309 | 7 | 23 | 293 |  |
| Total fixed maturity AFS, trading and equity securities | $100,244 | $1,377 | $8,440 | $93,181 |  |

107

| Fixed Maturity AFS Securities Industry corporate bonds: | As of December 31, 2023 Net% Amortized Cost (1) | Gross Unrealized Gains | Losses | Fair Value | Fair Value |
| --- | ---: | ---: | ---: | ---: | ---: |
| Financial services | $14,767 | $133 | $1,412 | $13,488 | 15.2% |
| Basic industry | 3,426 | 58 | 325 | 3,159 | 3.6% |
| Capital goods | 6,143 | 83 | 591 | 5,635 | 6.4% |
| Communications | 3,509 | 63 | 375 | 3,197 | 3.6% |
| Consumer cyclical | 5,660 | 60 | 495 | 5,225 | 5.9% |
| Consumer non-cyclical | 15,356 | 196 | 1,908 | 13,644 | 15.4% |
| Energy | 3,331 | 38 | 309 | 3,060 | 3.4% |
| Technology | 4,994 | 32 | 500 | 4,526 | 5.1% |
| Transportation | 3,487 | 35 | 317 | 3,205 | 3.6% |
| Industrial other | 2,296 | 7 | 370 | 1,933 | 2.2% |
| Utilities | 12,683 | 121 | 1,484 | 11,320 | 12.8% |
| Government-related entities | 1,425 | 26 | 186 | 1,265 | 1.4% |
| CMOs: |  |  |  |  |  |
| Agency backed | 1,245 | 8 | 149 | 1,104 | 1.2% |
| Non-agency backed | 332 | 19 | 10 | 341 | 0.4% |
| MPTS: |  |  |  |  |  |
| Agency backed | 365 | 1 | 38 | 328 | 0.4% |
| CMBS: |  |  |  |  |  |
| Agency backed | 2 | – | – | 2 | 0.0% |
| Non-agency backed | 1,620 | 5 | 203 | 1,422 | 1.6% |
| ABS: |  |  |  |  |  |
| CLOs | 8,452 | 9 | 389 | 8,072 | 9.1% |
| Credit card | 113 | 7 | 1 | 119 | 0.1% |
| Home equity | 175 | 28 | 2 | 201 | 0.2% |
| Other | 3,954 | 18 | 193 | 3,779 | 4.3% |
| Municipals: |  |  |  |  |  |
| Taxable | 3,072 | 100 | 415 | 2,757 | 3.1% |
| Tax-exempt | 34 | 1 | 2 | 33 | 0.0% |
| Government: |  |  |  |  |  |
| United States | 416 | 6 | 29 | 393 | 0.4% |
| Foreign | 314 | 16 | 47 | 283 | 0.3% |
| Hybrid and redeemable preferred securities | 243 | 21 | 17 | 247 | 0.3% |
| Total fixed maturity AFS securities | 97,414 | 1,091 | 9,767 | 88,738 | 100.0% |
| **Trading Securities (2)** | 2,515 | 55 | 211 | 2,359 |  |
| **Equity Securities** | 340 | 8 | 42 | 306 |  |
| Total fixed maturity AFS, trading and equity securities | $100,269 | $1,154 | $10,020 | $91,403 |  |

(1) Represents amortized cost, net of the allowance for credit losses.

(2) Certain of our trading securities support our reinsurance funds withheld and modified coinsurance agreements and the investment results are passed directly to the reinsurers. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Fixed Maturity and Equity Securities Portfolios – Trading Securities” in our 2023 Form 10-K for more information.

#### Fixed Maturity AFS Securities

In accordance with the fixed maturity AFS accounting guidance, we reflect stockholders’ equity as if unrealized gains and losses were actually recognized and consider all related accounting adjustments that would occur upon such a hypothetical recognition of unrealized gains and losses. Such related balance sheet effects include adjustments to future contract benefits, policyholder account balances and deferred income taxes. Adjustments to each of these balances are charged or credited to accumulated other comprehensive income (loss) (“AOCI”). For instance, deferred income tax balances are adjusted because unrealized gains or losses do not affect actual taxes currently paid.

The quality of our fixed maturity AFS securities portfolio, as measured at estimated fair value and by the percentage of fixed maturity AFS securities invested in various ratings categories, relative to the entire fixed maturity AFS security portfolio (in millions) was as follows:

| Rating Agency NAIC Equivalent Designation (1) Designation (1) Investment Grade Securities | As of September 30, 2024 Net Amortized Cost | Fair Value | % of Total | As of December 31, 2023 Net Amortized Cost | Fair Value | % of Total |
| ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| 1 AAA / AA / A | $57,657 | $53,249 | 58.7% | $56,557 | $51,234 | 57.7% |
| 2 BBB | 36,968 | 34,512 | 38.1% | 37,832 | 34,614 | 39.0% |
| Total investment grade securities | 94,625 | 87,761 | 96.8% | 94,389 | 85,848 | 96.7% |
| **Below Investment Grade Securities** |  |  |  |  |  |  |
| 3 BB | 1,074 | 1,035 | 1.1% | 1,176 | 1,090 | 1.2% |
| 4 B | 1,852 | 1,800 | 2.0% | 1,760 | 1,719 | 2.0% |
| 5 CCC and lower | 84 | 81 | 0.1% | 86 | 78 | 0.1% |
| 6 In or near default | 5 | 5 | 0.0% | 3 | 3 | 0.0% |
| Total below investment grade securities | 3,015 | 2,921 | 3.2% | 3,025 | 2,890 | 3.3% |
| Total fixed maturity AFS securities | $97,640 | $90,682 | 100.0% | $97,414 | $88,738 | 100.0% |

| Total securities below investment grade as a percentage of total |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| fixed maturity AFS securities | 3.1% | 3.2% | 3.1% | 3.3% |

(1) Based upon the rating designations determined and provided by the National Association of Insurance Commissioners (“NAIC”) or the major credit rating agencies (Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”)). For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings. The average credit quality was A- as of September 30, 2024.

Comparisons between the NAIC designations and rating agency designations are published by the NAIC. The NAIC assigns securities quality designations and uniform valuations, which are used by insurers when preparing their annual statements. The NAIC designations are similar to the rating agency designations of the Nationally Recognized Statistical Rating Organizations for marketable bonds. NAIC designations 1 and 2 include bonds generally considered investment grade (rated Baa3 or higher by Moody’s, or rated BBB- or higher by S&P and Fitch) by such ratings organizations. However, securities designated NAIC 1 and 2 could be deemed below investment grade by the rating agencies as a result of the current risk-based capital (“RBC”) rules for residential mortgage-backed securities (“RMBS”) and CMBS for statutory reporting. NAIC designations 3 through 6 include bonds generally considered below investment grade (rated Ba1 or lower by Moody’s, or rated BB+ or lower by S&P and Fitch).

As of September 30, 2024, and December 31, 2023, 97% of the total fixed maturity AFS securities in an unrealized loss position were investment grade. Our gross unrealized losses recognized in OCI on fixed maturity AFS securities as of September 30, 2024, decreased by $1.5 billion since December 31, 2023. For the nine months ended September 30, 2024, we recognized $204 million of gross losses on fixed maturity AFS securities, which were primarily related to portfolio rebalancing and sales that support our reinsurance funds withheld agreements where the investment results are passed directly to the reinsurers. For the nine months ended September 30, 2023, we recognized $119 million of gross losses on fixed maturity AFS securities, which were primarily related to sales driven by the regional banking crisis. For further information on our unrealized losses on fixed maturity AFS securities, see “Composition by Industry Categories of our Unrealized Losses on Fixed Maturity AFS Securities” below.

We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require a credit allowance. We do not believe the unrealized loss position as of September 30, 2024, required an impairment recognized in earnings as: (i) we did not intend to sell these fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis; and (iii) the difference in the fair value compared to the amortized cost was due to factors other than credit loss. This conclusion is consistent with our asset-liability management process. Management considered the following as part of the evaluation:

- The current economic environment and market conditions;
- Our business strategy and current business plans;
- The nature and type of security, including expected maturities and exposure to general credit, liquidity, market and interest rate risk;
- Our analysis of data from financial models and other internal and industry sources to evaluate the current effectiveness of our hedging and overall risk management strategies;
- The current and expected timing of contractual maturities of our assets and liabilities, expectations of prepayments on investments and expectations for surrenders and withdrawals of annuity contracts and life insurance policies;
- The capital risk limits approved by management; and
- Our current financial condition and liquidity demands.

We recognized $(14) million and $(40) million of credit loss benefit (expense) on our fixed maturity AFS securities for the three and nine months ended September 30, 2024, respectively, and $(1) million and $(17) million, respectively, for the corresponding periods in 2023. In order to determine the amount of credit loss, we calculated the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover. To determine the recoverability, we considered the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

- Historical and implied volatility of the security;
- The extent to which the fair value has been less than amortized cost;
- Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area;
- Failure, if any, of the issuer of the security to make scheduled payments; and
- Recoveries or additional declines in fair value subsequent to the balance sheet date.

For information on credit loss impairment on fixed maturity AFS securities, see Notes 1, 3 and 17 herein and Note 1 to the Consolidated Financial Statements in our 2023 Form 10-K.

As reported on the Consolidated Balance Sheets, we had $141.1 billion of liabilities for future obligations under insurance policies and contracts, net of amounts recoverable from reinsurers, which exceeded investments and cash and invested cash, which totaled $137.8 billion as of September 30, 2024. If it were necessary to liquidate fixed maturity AFS securities prior to maturity or call to meet cash flow needs, we would first look to those fixed maturity AFS securities that are in an unrealized gain position, which had a fair value of $26.9 billion as of September 30, 2024, rather than selling fixed maturity AFS securities in an unrealized loss position. The amount of cash that we have on hand at any point in time takes into account our liquidity needs in the future, other sources of cash, such as the maturities of investments, interest and dividends we earn on our investments and the ongoing cash flows from new and existing business. For additional information, see “Liquidity and Capital Resources” below.

As of September 30, 2024, and December 31, 2023, the estimated fair value for all private placement securities was $21.5 billion and $20.6 billion, respectively, representing 16% and 17% of total investments, respectively.

#### Mortgage-Backed Securities (Included in Fixed Maturity AFS and Trading Securities)

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Mortgage-Backed Securities” in our 2023 Form 10-K for a discussion of our mortgage-backed securities.

The market value of fixed maturity AFS and trading securities backed by subprime loans was $188 million and represented less than 1% of our total investment portfolio as of September 30, 2024. Fixed maturity AFS securities represented $180 million, or 96%, and trading securities represented $8 million, or 4%, of the subprime exposure as of September 30, 2024. The table below summarizes our investments in fixed maturity AFS securities backed by pools of residential mortgages (in millions) as of September 30, 2024:

| Type | Agency Net Amortized Cost | Fair Value | Prime Net Amortized Cost | Fair Value | Alt-A Net Amortized Cost | Fair Value | Subprime/ Option ARM (1) Net Amortized Cost | Fair Value | Total Net Amortized Cost | Fair Value |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| RMBS | $1,682 | $1,541 | $180 | $183 | $53 | $60 | $87 | $98 | $2,002 | $1,882 |
| ABS home equity | – | – | – | – | 12 | 20 | 152 | 177 | 164 | 197 |
| Total by type (2)(3) | $1,682 | $1,541 | $180 | $183 | $65 | $80 | $239 | $275 | $2,166 | $2,079 |
| **Rating** |  |  |  |  |  |  |  |  |  |  |
| AAA | $– | $– | $107 | $106 | $1 | $2 | $5 | $5 | $113 | $113 |
| AA | 1,682 | 1,541 | – | – | 1 | 1 | 11 | 11 | 1,694 | 1,553 |
| A | – | – | 21 | 21 | 1 | 1 | 2 | 1 | 24 | 23 |
| BBB | – | – | 8 | 9 | 1 | 1 | 9 | 10 | 18 | 20 |
| BB and below | – | – | 44 | 47 | 61 | 75 | 212 | 248 | 317 | 370 |
| Total by rating (2)(3)(4) | $1,682 | $1,541 | $180 | $183 | $65 | $80 | $239 | $275 | $2,166 | $2,079 |
| **Origination Year** |  |  |  |  |  |  |  |  |  |  |
| 2014 and prior | $358 | $351 | $51 | $54 | $65 | $80 | $239 | $275 | $713 | $760 |
| 2015 | 128 | 116 | 15 | 15 | – | – | – | – | 143 | 131 |
| 2016 | 379 | 325 | – | – | – | – | – | – | 379 | 325 |
| 2017 | 156 | 139 | – | – | – | – | – | – | 156 | 139 |
| 2018 | 143 | 136 | – | – | – | – | – | – | 143 | 136 |
| 2019 | 153 | 128 | – | – | – | – | – | – | 153 | 128 |
| 2020 | 88 | 80 | – | – | – | – | – | – | 88 | 80 |
| 2021 | 132 | 117 | 2 | 1 | – | – | – | – | 134 | 118 |
| 2022 | 101 | 103 | 56 | 56 | – | – | – | – | 157 | 159 |
| 2023 | 44 | 46 | 15 | 16 | – | – | – | – | 59 | 62 |
| 2024 | – | – | 41 | 41 | – | – | – | – | 41 | 41 |
| Total by origination year (2)(3) | $1,682 | $1,541 | $180 | $183 | $65 | $80 | $239 | $275 | $2,166 | $2,079 |

| Total fixed maturity AFS securities backed by pools of |  |  |
| --- | ---: | ---: |
| residential mortgages as a percentage of total fixed maturity AFS securities | 2.2% | 2.3% |
| Total prime, Alt-A and subprime/option ARM as a percentage of total fixed maturity AFS securities | 0.5% | 0.6% |

(1) Includes the net amortized cost and fair value of option adjustable rate mortgages (“ARM”) within RMBS, totaling $84 million and $95 million, respectively.

(2) Does not include the amortized cost of trading securities totaling $58 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $58 million in trading securities consisted of $46 million prime, $4 million Alt-A and $8 million subprime.

(3) Does not include the fair value of trading securities totaling $50 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $50 million in trading securities consisted of $39 million prime, $3 million Alt-A and $8 million subprime.

(4) Based upon the rating designations determined and provided by the major credit rating agencies (Fitch, Moody’s and S&P). For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings.

None of these investments included any direct investments in subprime lenders or mortgages. We are not aware of material exposure to subprime loans in our alternative investment portfolio.

The following summarizes our investments in fixed maturity AFS securities backed by pools of commercial mortgages (in millions) as of September 30, 2024:

| Type | Multiple Property Net Amortized Cost | Fair Value | Single Property Net Amortized Cost | Fair Value | Total Net Amortized Cost | Fair Value |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| CMBS (1)(2) | $1,648 | $1,530 | $118 | $113 | $1,766 | $1,643 |
| **Rating** |  |  |  |  |  |  |
| AAA | $1,069 | $1,010 | $50 | $49 | $1,119 | $1,059 |
| AA | 572 | 513 | 39 | 35 | 611 | 548 |
| A | 2 | 2 | 29 | 29 | 31 | 31 |
| BBB | – | – | – | – | – | – |
| BB and below | 5 | 5 | – | – | 5 | 5 |
| Total by rating (1)(2)(3) | $1,648 | $1,530 | $118 | $113 | $1,766 | $1,643 |
| **Origination Year** |  |  |  |  |  |  |
| 2014 and prior | $18 | $17 | $9 | $8 | $27 | $25 |
| 2015 | 22 | 21 | 3 | 3 | 25 | 24 |
| 2016 | 72 | 68 | 1 | 1 | 73 | 69 |
| 2017 | 191 | 185 | 8 | 7 | 199 | 192 |
| 2018 | 140 | 138 | – | – | 140 | 138 |
| 2019 | 322 | 300 | – | – | 322 | 300 |
| 2020 | 254 | 219 | 3 | 3 | 257 | 222 |
| 2021 | 258 | 216 | 28 | 25 | 286 | 241 |
| 2022 | 153 | 142 | 26 | 25 | 179 | 167 |
| 2023 | 108 | 111 | 14 | 15 | 122 | 126 |
| 2024 | 110 | 113 | 26 | 26 | 136 | 139 |
| Total by origination year (1)(2) | $1,648 | $1,530 | $118 | $113 | $1,766 | $1,643 |

| Total fixed maturity AFS securities backed by pools of |  |  |
| --- | ---: | ---: |
| commercial mortgages as a percentage of total fixed maturity AFS securities | 1.8% | 1.8% |

(1) Does not include the amortized cost of trading securities totaling $126 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $126 million in trading securities consisted of $77 million of multiple property CMBS and $49 million of single property CMBS.

(2) Does not include the fair value of trading securities totaling $110 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $110 million in trading securities consisted of $69 million of multiple property CMBS and $41 million of single property CMBS.

(3) Based upon the rating designations determined and provided by the major credit rating agencies (Fitch, Moody’s and S&P). For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings.

#### Composition by Industry Categories of our Unrealized Losses on Fixed Maturity AFS Securities

When considering unrealized gain and loss information, it is important to recognize that the information relates to the position of securities at a particular point in time and may not be indicative of the position of our investment portfolios subsequent to the balance sheet date. Further, because the timing of the recognition of realized investment gains and losses through the selection of which securities are sold is largely at management’s discretion, it is important to consider the information provided below within the context of the overall unrealized gain or loss position of our investment portfolios. These are important considerations that should be included in any evaluation of the potential effect of securities in an unrealized loss position on our future earnings. The composition by industry categories of all fixed maturity AFS securities in an unrealized loss position (in millions) as of September 30, 2024, was as follows:

|  | Net Amortized Cost | % Net Amortized Cost | Gross Unrealized Losses | % Gross Unrealized Losses | Fair Value | % Fair Value |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Healthcare | $5,633 | 7.8% | $952 | 11.5% | $4,681 | 7.3% |
| Electric | 6,486 | 9.0% | 855 | 10.3% | 5,631 | 8.8% |
| Technology | 3,835 | 5.3% | 469 | 5.7% | 3,366 | 5.3% |
| Food and beverage | 3,412 | 4.7% | 422 | 5.1% | 2,990 | 4.7% |
| Industrial – other | 2,059 | 2.9% | 368 | 4.5% | 1,691 | 2.7% |
| Local authorities | 2,054 | 2.8% | 338 | 4.1% | 1,716 | 2.7% |
| ABS | 6,885 | 9.5% | 328 | 4.0% | 6,557 | 10.3% |
| Banking | 4,534 | 6.3% | 309 | 3.7% | 4,225 | 6.6% |
| Diversified manufacturing | 2,084 | 2.9% | 233 | 2.8% | 1,851 | 2.9% |
| Pharmaceuticals | 2,071 | 2.9% | 221 | 2.7% | 1,850 | 2.9% |
| Natural gas | 1,494 | 2.1% | 213 | 2.6% | 1,281 | 2.0% |
| Retail | 1,479 | 2.1% | 194 | 2.3% | 1,285 | 2.0% |
| Brokerage asset management | 1,599 | 2.2% | 192 | 2.3% | 1,407 | 2.2% |
| Chemicals | 1,695 | 2.4% | 172 | 2.1% | 1,523 | 2.4% |
| Transportation services | 1,789 | 2.5% | 167 | 2.0% | 1,622 | 2.5% |
| Life insurance | 1,215 | 1.7% | 162 | 2.0% | 1,053 | 1.7% |
| Aerospace and defense | 1,227 | 1.7% | 156 | 1.9% | 1,071 | 1.7% |
| Property and casualty | 1,243 | 1.7% | 156 | 1.9% | 1,087 | 1.7% |
| Utility – other | 1,195 | 1.7% | 155 | 1.9% | 1,040 | 1.6% |
| Government sponsored | 483 | 0.7% | 136 | 1.6% | 347 | 0.5% |
| Non-agency CMBS | 1,370 | 1.9% | 134 | 1.6% | 1,236 | 1.9% |
| Consumer products | 990 | 1.4% | 124 | 1.5% | 866 | 1.4% |
| Midstream | 1,380 | 1.9% | 113 | 1.4% | 1,267 | 2.0% |
| Wirelines | 792 | 1.1% | 108 | 1.3% | 684 | 1.1% |
| Railroads | 820 | 1.1% | 105 | 1.3% | 715 | 1.1% |
| Industries with unrealized losses |  |  |  |  |  |  |
| less than $100 million | 14,258 | 19.7% | 1,487 | 17.9% | 12,771 | 20.0% |
| Total by industry | $72,082 | 100.0% | $8,269 | 100.0% | $63,813 | 100.0% |

| Total by industry as a percentage of |  |  |  |
| --- | ---: | ---: | ---: |
| total fixed maturity AFS securities | 73.8% | 100.0% | 70.4% |

113

### Mortgage Loans on Real Estate

The following tables summarize key information on mortgage loans on real estate (in millions):

| Credit Quality Indicator | As of September 30, 2024 Commercial | Residential | Total% |  |
| --- | ---: | ---: | ---: | ---: |
| Current | $17,738 | $3,190 | $20,928 | 99.6% |
| Delinquent (1) | 25 | 24 | 49 | 0.2% |
| Foreclosure | 12 | 37 | 49 | 0.2% |
| Total mortgage loans on real estate before allowance | 17,775 | 3,251 | 21,026 | 100.0% |
| Allowance for credit losses | (123) | (47) | (170) |  |
| Total mortgage loans on real estate | $17,652 | $3,204 | $20,856 |  |

| Credit Quality Indicator | As of December 31, 2023 Commercial | Residential | Total% |  |
| --- | ---: | ---: | ---: | ---: |
| Current | $17,273 | $1,742 | $19,015 | 99.7% |
| Delinquent (1) | – | 21 | 21 | 0.1% |
| Foreclosure | – | 41 | 41 | 0.2% |
| Total mortgage loans on real estate before allowance | 17,273 | 1,804 | 19,077 | 100.0% |
| Allowance for credit losses | (86) | (28) | (114) |  |
| Total mortgage loans on real estate | $17,187 | $1,776 | $18,963 |  |

(1) Includes certain mortgage loans on real estate that support our modified coinsurance agreements where the investment results are passed directly to the reinsurers. As of September 30, 2024, the fair value of such commercial mortgage loans on real estate that were in delinquent status was $21 million. As of December 31, 2023, there were no such mortgage loans in delinquent status.

As of September 30, 2024, there were specifically identified impaired commercial and residential mortgage loans with an aggregate carrying value of $47 million and $53 million, respectively, or less than 1% of total mortgage loans on real estate. As of December 31, 2023, there were specifically identified impaired commercial and residential mortgage loans with an aggregate carrying value of $2 million and $47 million, respectively, or less than 1% of total mortgage loans on real estate.

The total outstanding principal and interest on commercial mortgage loans that were two or more payments delinquent, excluding foreclosures, as of September 30, 2024, and December 31, 2023, was $34 million and less than $1 million, respectively, or less than 1% of total mortgage loans on real estate. The total outstanding principal and interest on residential mortgage loans that were three or more payments delinquent, excluding foreclosures, as of September 30, 2024, and December 31, 2023, was $24 million and $20 million, respectively, or less than 1% of total mortgage loans on real estate.

The carrying value of mortgage loans on real estate by business segment (in millions) was as follows:

| Segment | As of September 30, 2024 | As of December 31, 2023 |
| --- | ---: | ---: |
| Annuities | $8,423 | $7,362 |
| Life Insurance | 3,592 | 3,675 |
| Group Protection | 1,624 | 1,550 |
| Retirement Plan Services | 5,435 | 4,813 |
| Other Operations | 1,782 | 1,563 |
| Total mortgage loans on real estate | $20,856 | $18,963 |

114

The composition of commercial mortgage loans (in millions) by property type, geographic region and state is shown below as of September 30, 2024:

| Property Type | Carrying Value% |  | State | Carrying Value% |  |
| --- | ---: | ---: | --- | ---: | ---: |
| Apartment | $5,638 | 31.9% | CA | $4,667 | 26.3% |
| Industrial | 4,988 | 28.3% | TX | 1,690 | 9.6% |
| Office building | 3,210 | 18.2% | FL | 1,012 | 5.7% |
| Retail | 2,721 | 15.4% | NY | 912 | 5.2% |
| Other commercial | 808 | 4.6% | PA | 909 | 5.1% |
| Mixed use | 147 | 0.8% | AZ | 899 | 5.1% |
| Hotel/motel | 140 | 0.8% | WA | 701 | 4.0% |
| Total | $17,652 | 100.0% | MD | 673 | 3.8% |
| **Geographic Region** |  |  | GA | 669 | 3.8% |
| Pacific | 5,672 | 32.1% | TN | 529 | 3.0% |
| South Atlantic | 3,819 | 21.6% | NC | 527 | 3.0% |
| Middle Atlantic | 2,200 | 12.5% | VA | 422 | 2.4% |
| West South Central | 1,828 | 10.4% | NJ | 380 | 2.2% |
| Mountain | 1,520 | 8.6% | OH | 368 | 2.1% |
| East North Central | 1,134 | 6.4% | WI | 330 | 1.9% |
| East South Central | 653 | 3.7% | UT | 323 | 1.8% |
| West North Central | 447 | 2.5% | SC | 309 | 1.8% |
| New England | 349 | 2.0% | Non U.S. | 30 | 0.2% |
| Non U.S. | 30 | 0.2% | All other states | 2,302 | 13.0% |
| Total | $17,652 | 100.0% | Total | $17,652 | 100.0% |

The following table shows the principal amount (in millions) of our commercial and residential mortgage loans by year in which the principal is contractually obligated to be repaid:

| Principal Repayment Year | As of September 30, 2024 Commercial | Residential | Total% |  |
| --- | ---: | ---: | ---: | ---: |
| 2024 | $312 | $21 | $333 | 1.6% |
| 2025 | 1,042 | 332 | 1,374 | 6.5% |
| 2026 | 1,398 | 73 | 1,471 | 7.0% |
| 2027 | 1,877 | 38 | 1,915 | 9.1% |
| 2028 | 2,225 | 40 | 2,265 | 10.8% |
| 2029 and thereafter | 10,970 | 2,674 | 13,644 | 65.0% |
| Total | $17,824 | $3,178 | $21,002 | 100.0% |

See Note 3 for information regarding our loan-to-value and debt-service coverage ratios and our allowance for credit losses.

### Alternative Investments

Investment income (loss) on alternative investments by business segment (in millions) was as follows:

|  | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Annuities | $5 | $4 | $8 | $13 |
| Life Insurance | 92 | 44 | 198 | 158 |
| Group Protection | 1 | 2 | 3 | 7 |
| Retirement Plan Services | 2 | 2 | 4 | 7 |
| Other Operations | – | – | 1 | – |
| Total (1) | $100 | $52 | $214 | $185 |

(1) Includes net investment income on the alternative investments supporting the required statutory surplus of our insurance businesses.

As of September 30, 2024, and December 31, 2023, alternative investments included investments in 361 and 352 different partnerships, respectively, and the portfolio represented approximately 3% of total investments. The partnerships do not represent off-balance sheet financing and generally involve several third-party partners. Some of our partnerships contain capital calls, which require us to contribute capital upon notification by the general partner. These capital calls are contemplated during the initial investment decision and are planned for well in advance of the call date. The capital calls are not material in size and are not material to our liquidity. Alternative investments are accounted for using the equity method of accounting and are included in other investments on the Consolidated Balance Sheets.

### Net Investment Income

Details underlying net investment income (in millions) and our investment yield were as follows:

| Net Investment Income | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Fixed maturity AFS securities | $1,068 | $1,237 | $3,169 | $3,659 |
| Trading securities | 31 | 40 | 93 | 123 |
| Equity securities | 3 | 3 | 17 | 9 |
| Mortgage loans on real estate | 232 | 188 | 644 | 553 |
| Policy loans | 21 | 27 | 70 | 79 |
| Cash and invested cash | 59 | 39 | 138 | 100 |
| Commercial mortgage loan prepayment |  |  |  |  |
| and bond make-whole premiums (1) | 5 | 1 | 9 | 6 |
| Alternative investments (2) | 100 | 52 | 214 | 185 |
| Consent fees | – | – | – | 3 |
| Other investments | (33) | (14) | (14) | (24) |
| Investment income | 1,486 | 1,573 | 4,340 | 4,693 |
| Investment expense | (75) | (79) | (250) | (225) |
| Net investment income | $1,411 | $1,494 | $4,090 | $4,468 |

(1) See “Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.

(2) See “Alternative Investments” above for additional information.

| Interest Rate Yield Fixed maturity AFS securities, mortgage loans on | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| real estate and other, net of investment expenses | 4.05% | 4.08% | 4.03% | 4.05% |
| Commercial mortgage loan prepayment and |  |  |  |  |
| bond make-whole premiums | 0.01% | 0.00% | 0.01% | 0.01% |
| Alternative investments | 0.31% | 0.15% | 0.22% | 0.18% |
| Net investment income yield on invested assets | 4.37% | 4.23% | 4.26% | 4.24% |

We earn investment income on our general account assets supporting fixed annuity, term life, whole life, UL, interest-sensitive whole life and the fixed portion of retirement plan and VUL products. The profitability of our fixed annuity and life insurance products is affected by our ability to achieve target spreads, or margins, between the interest income earned on the general account assets and the interest credited to the policyholder on our average fixed account balances, including the fixed portion of variable. Net investment income and the interest rate yield table each include commercial mortgage loan prepayments and bond make-whole premiums, alternative investments and contingent interest and standby real estate equity commitments. These items can vary significantly from period to period due to a number of factors and, therefore, can provide results that are not indicative of the underlying trends.

### Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums

Prepayment and make-whole premiums are collected when borrowers elect to call or prepay their debt prior to the stated maturity. A prepayment or make-whole premium allows investors to attain the same yield as if the borrower made all scheduled interest payments until maturity. These premiums are designed to make investors indifferent to prepayment.

### LIQUIDITY AND CAPITAL RESOURCES

### Overview

#### Liquidity

Liquidity refers to our ability to generate adequate amounts of cash from our normal operations to meet cash requirements with a prudent margin of safety. Our ability to generate and maintain sufficient liquidity depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below.

When considering our liquidity, it is important to distinguish between the needs of our insurance subsidiaries and the needs of the holding company, LNC. As a holding company with no operations of its own, LNC is largely dependent upon the dividend capacity of its insurance and other subsidiaries as well as their ability to advance or repay funds to it through inter-company borrowing arrangements, which may be affected by factors influencing the subsidiaries’ capital position, as discussed further below. Based on the sources of liquidity available to us as discussed below, we currently expect to be able to meet the holding company’s ongoing cash needs.

#### Capital

Capital refers to our long-term financial resources to support the operations of our businesses, to fund long-term growth strategies and to support our operations during adverse conditions. Our ability to generate and maintain sufficient capital depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below.

Disruptions, uncertainty or volatility in the capital and credit markets may materially affect our business operations and results of operations and may adversely affect our subsidiaries’ capital position that may cause them to retain more capital, which may pressure their ability to pay dividends to LNC, which may lead us to take steps to preserve or raise additional capital. We believe we have appropriate capital to operate our business in accordance with our strategy. For more information, see “Subsidiaries’ Capital” below.

For factors that could cause actual results to differ materially from those set forth in this section and that could affect our expectations for liquidity and capital, see “Forward-Looking Statements – Cautionary Language” above, “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K and “Part II – Item 1A. Risk Factors” in our Second Quarter 2024 Form 10-Q.

### Consolidated Sources and Uses of Liquidity and Capital

Our primary sources of liquidity and capital are insurance premiums and fees, investment income, maturities and sales of investments, issuance of debt or other types of securities and policyholder deposits. We also have access to alternative sources of liquidity as discussed below. Our primary uses are to pay policy claims and benefits, to fund commissions and other general operating expenses, to purchase investments, to fund policy surrenders and withdrawals, to pay dividends to our common and preferred stockholders, to repurchase our common stock and to repay debt. Our operating activities provided (used) cash of $(2.2) billion and $(206) million for the nine months ended September 30, 2024 and 2023, respectively.

### Holding Company Sources and Uses of Liquidity and Capital

The primary sources of liquidity and capital at the holding company level are dividends, return of capital and interest payments from subsidiaries, augmented by holding company short-term investments, bank lines of credit and the ongoing availability of long-term public financing under an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units and depository shares. These sources support the general corporate needs of the holding company, including its common and preferred stock dividends, common stock repurchases, interest and debt service, funding of callable securities, acquisitions and investment in core businesses.

Details underlying the primary sources of the holding company’s liquidity (in millions) were as follows:

| Cash Dividends and Return of Capital from Subsidiaries | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| The Lincoln National Life Insurance Company | $125 | $105 | $320 | $365 |
| Lincoln Investment Management Company | 40 | – | 40 | – |
| Lincoln National Reinsurance Company (Barbados) Limited | 50 | 50 | 50 | 150 |
| Total cash dividends and return of capital from subsidiaries | $215 | $155 | $410 | $515 |
| **Interest from Subsidiaries** |  |  |  |  |
| Interest on inter-company notes | $40 | $39 | $117 | $111 |

The table above focuses on significant and recurring cash flow items and excludes the effects of certain financing activities, including the periodic issuance and retirement of debt, issuance of preferred stock, cash flows related to our inter-company cash management program and certain investing activities, including capital contributions to subsidiaries. These activities are discussed below. Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest effect on net cash flows at the holding company. Also excluded from this analysis is the modest amount of investment income on short-term investments of the holding company and employee stock exercise activity related to our stock-based incentive compensation plans. See “Part IV – Item 15(a)(2) Financial Statement Schedules – Schedule II – Condensed Financial Information of Registrant” in our 2023 Form 10-K for the holding company cash flow statement. For information regarding limits on the dividends that our insurance subsidiaries may pay without prior approval, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Restrictions on Subsidiaries’ Dividends” in our 2023 Form 10-K.

During the second quarter of 2024, The Lincoln National Life Insurance Company (“LNL”) made a $929 million extraordinary dividend in the form of investments to LNC for the purpose of the initial capitalization of LPINE. See “Introduction – Executive Summary” above and “Subsidiaries’ Capital” below for more information about LPINE.

#### Subsidiaries’ Capital

Our insurance subsidiaries must maintain certain regulatory capital levels. We utilize the RBC ratio as a primary measure of the capital adequacy of our insurance subsidiaries. The RBC ratio is an important factor in the determination of the credit and financial strength ratings of LNC and its subsidiaries, as a reduction in our insurance subsidiaries’ surplus will affect their RBC ratios and dividend-paying capacity. For additional information on RBC ratios, see “Part I – Item 1. Business – Regulatory – Insurance Regulation – Risk-Based Capital” in our 2023 Form 10-K.

Our insurance subsidiaries’ regulatory capital levels are affected by statutory accounting rules, which are subject to change by each applicable insurance regulator. For instance, our term products and UL products containing secondary guarantees subject to the NAIC RBC framework require reserves calculated pursuant to the Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline XXXVIII (“AG38”), respectively. Our insurance subsidiaries employ strategies to reduce the strain caused by XXX and AG38 by reinsuring the business to reinsurance captives or reinsurance subsidiaries. Our captive reinsurance and reinsurance subsidiaries provide a mechanism for financing a portion of the excess reserve amounts in a more efficient manner and free up capital the insurance subsidiaries can use for any number of purposes, including paying dividends to the holding company. We use long-dated LOCs and debt financing as well as other financing strategies to finance those reserves. Included in the LOCs issued as of September 30, 2024, was $1.7 billion of long-dated LOCs issued to support inter-company reinsurance agreements for UL products containing secondary guarantees. For information on the LOCs, see the credit facilities table in Note 14 in our 2023 Form 10-K. Our captive reinsurance and reinsurance subsidiaries have also issued long-term notes of $3.8 billion to finance a portion of the excess reserves associated with our term and UL products with secondary guarantees as of September 30, 2024; of this amount, $3.1 billion involve exposure to variable interest entities. For information on these long-term notes issued by our captive reinsurance and reinsurance subsidiaries, see Note 5 in our 2023 Form 10-K. We have also used the proceeds from senior note issuances of $875 million to execute long-term structured solutions primarily supporting reinsurance of UL products containing secondary guarantees. LOCs and related capital market solutions lower the capital effect of term products and UL products containing secondary guarantees.

Statutory reserves and RBC requirements for variable annuity guaranteed benefit riders and guaranteed benefits on VUL policies are sensitive to changes in the equity markets and interest rates and are affected by the level of account balances relative to the level of any guarantees, product design and reinsurance arrangements. As a result, the relationship between reserve changes and equity market performance is non-linear during any given reporting period. Our insurance subsidiaries cede a portion of the variable annuity guaranteed benefit riders to Lincoln National Reinsurance Company (Barbados) Limited (“LNBAR”) through a modified coinsurance agreement. Our variable annuity hedge program mitigates the risk to LNBAR from guaranteed benefit riders and continues to focus on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. LNL also uses a partial hedge that mitigates potential capital volatility from guaranteed benefits on VUL policies. Market conditions greatly influence the ultimate capital required due to its effect on the valuation of reserves and supporting derivatives. In December 2022, LNC issued a long-term note to a non-affiliated variable interest entity in exchange for notes of like principal and duration classified as AFS securities. LNC contributed the securities to LNBAR to address asset value volatility based on market conditions. Under the current terms of the note facility, the maximum permissible principal amount of the note is $1.5 billion, the full amount of which was outstanding as of September 30, 2024. There are no impacts to the LNC Consolidated Balance Sheets based on the set-off right provided in the note facility. For more information, see Note 5 in our 2023 Form 10-K.

Changes in equity markets may also affect the capital position of our insurance subsidiaries. We may decide to reallocate available capital among our insurance subsidiaries, including our captive reinsurance or reinsurance subsidiaries, which would result in different RBC ratios for our insurance subsidiaries. In addition, changes in the equity markets can affect the value of our variable annuity and variable universal life insurance separate accounts. When the market value of our separate account assets increases, the statutory surplus within our insurance subsidiaries also increases. Contrarily, when the market value of our separate account assets decreases, the statutory surplus within our insurance subsidiaries may also decrease, which will affect RBC ratios, and in the case of our separate account assets becoming less than the related product liabilities, we must allocate additional capital to fund the difference.

During the second quarter of 2024, LNC contributed $929 million of investments and $22 million in cash to LPINE, a wholly owned subsidiary of LNC and a licensed Bermuda-based life and annuity reinsurance company, in support of an inter-company reinsurance agreement with LNL. As a Class E insurer, LPINE is subject to the Bermuda Monetary Authority’s solvency and capital requirements. See “Introduction – Executive Summary” above for more information about LPINE.

LNC made capital contributions in cash to other subsidiaries of zero and $5 million for the three and nine months ended September 30, 2024, respectively, compared to zero and $5 million, respectively, for the corresponding periods in 2023.

On May 6, 2024, we closed the previously announced sale of all of the ownership interests in the subsidiaries of the Company that comprised the Company’s wealth management business operated through LFN to Osaic. We received $723 million in cash, and the sale provided approximately $650 million of statutory capital benefit that we primarily used to increase LNL’s RBC ratio. We also used a portion of the proceeds to reduce our leverage ratio. For more information on the sale of our wealth management business, see Note 1.

#### Debt

Although our subsidiaries currently generate adequate cash flow to meet the needs of our normal operations, periodically LNC may issue debt to maintain ratings and increase liquidity, as well as to fund internal growth, acquisitions and the retirement of its debt.

Details underlying our debt activities (in millions) for the nine months ended September 30, 2024, were as follows:

| Short-Term Debt | Beginning Balance | Issuance | Maturities, Repayments and Refinancing | Change in Fair Value Hedges | Other Changes (1) | Ending Balance |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Current maturities of long-term debt (2) | $250 | $– | $(100) | $– | $150 | $300 |
| **Long-Term Debt** |  |  |  |  |  |  |
| Senior notes | 4,491 | 350 | – | 11 | (313) | 4,539 |
| Term loans | – | – | – | – | 150 | 150 |
| Subordinated notes (3) | 995 | – | – | – | – | 995 |
| Capital securities (3) | 213 | – | – | – | – | 213 |
| Total long-term debt | $5,699 | $350 | $– | $11 | $(163) | $5,897 |

(1) Includes the non-cash reclassification of long-term debt to current maturities of long-term debt, accretion (amortization) of discounts and premiums, amortization of debt issuance costs and amortization of adjustments from discontinued hedges, as applicable.

(2) As of September 30, 2024, consisted of $300 million principal amount of our 3.35% Senior Notes due March 9, 2025.

(3) We use interest rate swaps to partially hedge the variability in rates.

On March 14, 2024, we completed the issuance and sale of $350 million aggregate principal amount of our 5.852% Senior Notes due 2034. We used a portion of the net proceeds to fund the repayments of $47 million of our term loan due December 3, 2024. We intend to use the remaining net proceeds from the offering to fund the repayment of the Company’s 3.35% Senior Notes due 2025 on or prior to their maturity, and possible repurchases of other of our outstanding debt securities, as well as to pay fees and expenses in respect of the foregoing.

During June 2024, we repaid $53 million of our term loan due December 3, 2024, using available cash to deleverage the balance sheet. On July 18, 2024, we refinanced this term loan into a $150 million term loan due July 16, 2027.

LNC made interest payments to service debt to third parties of $85 million and $231 million for the three and nine months ended September 30, 2024, respectively, compared to $63 million and $217 million, respectively, for the corresponding periods in 2023.

For additional information about our short-term and long-term debt and our credit facilities, see Note 14 in our 2023 Form 10-K.

#### Preferred Stock

Details underlying preferred stock dividends paid (in millions) were as follows:

|  | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Series C preferred stock dividends | $23 | $23 | $46 | $36 |
| Series D preferred stock dividends | 11 | 11 | 34 | 35 |
| Total preferred stock dividends | $34 | $34 | $80 | $71 |

For additional information on preferred stock, see Note 19 in our 2023 Form 10-K.

#### Return of Capital to Common Stockholders

One of our primary goals is to provide a return to our common stockholders through share price accretion, dividends and stock repurchases. In determining dividends, the Board of Directors takes into consideration items such as current and expected earnings, capital needs, rating agency considerations and requirements for financial flexibility. The amount and timing of share repurchases depends on key capital ratios, rating agency expectations, the generation of dividends from our subsidiaries and an evaluation of the costs and benefits associated with alternative uses of capital. For additional information regarding share repurchases, see “Part II – Item 2(c)” below.

Details underlying return of capital to common stockholders (in millions) were as follows:

|  | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Dividends to common stockholders | $77 | $76 | $229 | $229 |

### Alternative Sources of Liquidity

#### Inter-Company Cash Management Program

To promote effective short-term cash management strategies, we utilize an inter-company cash management program between LNC and participating subsidiaries under which each entity can lend to or borrow from the holding company to meet short-term borrowing needs. As of September 30, 2024, the holding company did not have an outstanding balance. Loans under the cash management program are permitted under applicable insurance laws subject to certain restrictions. For our Indiana-domiciled insurance subsidiary, the borrowing and lending limit is currently 3% of the insurance company’s admitted assets as of its most recent year end. For our New York-domiciled insurance subsidiary, it may borrow from LNC less than 2% of its admitted assets as of its most recent year end but may not lend any amounts to LNC.

#### Facility Agreement for Senior Notes Issuance

LNC entered into a facility agreement in 2020 with a Delaware trust that gives LNC the right over a 10-year period to issue, from time to time, up to $500 million of 2.330% Senior Notes to the trust in exchange for a corresponding amount of U.S. Treasury securities held by the trust. By agreeing to purchase the 2.330% Senior Notes in exchange for U.S. Treasury securities upon exercise of the issuance right, the trust will provide a source of liquid assets for the Company. The issuance right will be exercised automatically in full upon our failure to make certain payments to the trust, if the failure to pay is not cured within 30 days, or upon certain bankruptcy events involving LNC. We are also required to exercise the issuance right in full if our consolidated stockholders’ equity (excluding AOCI) falls below a minimum threshold (which was $2.75 billion as of September 30, 2024, and is subject to adjustment from time to time in certain cases) and upon certain other events described in the facility agreement. For additional information, see Note 14 in our 2023 Form 10-K.

#### Federal Home Loan Bank

Our primary insurance subsidiary, LNL, is a member of the Federal Home Loan Bank (“FHLB”) of Indianapolis (“FHLBI”). Membership allows LNL access to the FHLBI’s financial services, including the ability to obtain loans and to issue funding agreements as an alternative source of liquidity that are collateralized by qualifying mortgage-related assets, agency securities or U.S. Treasury securities. Borrowings under this facility are subject to the FHLBI’s discretion and require the availability of qualifying assets at LNL. As of September 30, 2024, LNL had an estimated maximum borrowing capacity of $7.0 billion under the FHLBI facility and maximum available borrowing based on qualifying assets of $5.0 billion. As of September 30, 2024, LNL had outstanding borrowings of $3.2 billion under this facility reported within payables for collateral on investments on the Consolidated Balance Sheets. Lincoln Life & Annuity Company of New York (“LLANY”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”) with an estimated maximum borrowing capacity of $750 million. Borrowings under this facility are subject to the FHLBNY’s discretion and require the availability of qualifying assets at LLANY. As of September 30, 2024, LLANY had no outstanding borrowings under this facility. For additional information, see “Payables for Collateral on Investments” in Note 3.

#### Repurchase Agreements and Securities Lending Programs

Our insurance and reinsurance subsidiaries had access to $2.75 billion of committed repurchase facilities, of which $25 million was utilized, as of September 30, 2024. Our insurance subsidiaries, by virtue of their general account fixed-income investment holdings, can also access liquidity through securities lending programs. As of September 30, 2024, our insurance subsidiaries had securities pledged under securities lending agreements with a carrying value of $185 million. The cash received in our securities lending programs is typically invested in cash and invested cash or fixed maturity AFS securities. For additional information, see “Payables for Collateral on Investments” in Note 3.

#### Collateral on Derivative Contracts

Our cash flows associated with collateral received from counterparties (when we are in a net collateral payable position) and posted with counterparties (when we are in a net collateral receivable position) change as the market value of the underlying derivative contract changes. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. As of September 30, 2024, we were in a net collateral payable position of $7.1 billion compared to $5.0 billion as of December 31, 2023. In the event of adverse changes in fair value of our derivative instruments, we may need to return collateral to counterparties or post collateral to counterparties. If we do not have sufficient high quality securities or cash to provide as collateral to counterparties, we have alternative sources of liquidity. In addition to the liquidity from repurchase agreements and FHLB facilities discussed above, we also have a $500 million liquidity facility that is contingent upon interest rates and the five-year revolving credit facility discussed in Note 14 in our 2023 Form 10-K. Alternative liquidity sources include uncommitted repurchase agreements and selling highly liquid assets in the general account. For additional information, see “Credit Risk” in Note 5.

### Ratings

#### Financial Strength Ratings

See “Part I – Item 1. Business – Financial Strength Ratings” in our 2023 Form 10-K for information on our financial strength ratings.

#### Credit Ratings

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Ratings” in our 2023 Form 10-K for information on our credit ratings.

If our current financial strength ratings or credit ratings were downgraded in the future, terms in our derivative agreements and/or certain repurchase agreements may be triggered, which could negatively affect overall liquidity. For the majority of our derivative counterparties, there is a termination event if the long-term credit ratings of LNC drop below BBB-/Baa3 (S&P/Moody’s) or if the financial strength ratings of LNL drop below BBB-/Baa3 (S&P/Moody’s). For certain repurchase agreements, there is a termination event if the long-term credit ratings of LNC drop below BBB-/Baa3 (S&P/Moody’s) or if the financial strength ratings of LNL drop below BBB+/Baa1 (S&P/Moody’s). In addition, contractual selling agreements with intermediaries could be negatively affected, which could have an adverse effect on overall sales of annuities, life insurance and investment products. See “Part I – Item 1A. Risk Factors – Covenants and Ratings – A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors” in our 2023 Form 10-K for more information.

## Market risk

As filed, 502 characters.

We analyze and manage the risks arising from market exposures of financial instruments, as well as other risks, in an integrated asset-liability management process that considers diversification. We have exposures to several market risks including interest rate risk, equity market risk, credit risk and, to a lesser extent, foreign currency exchange risk. For information on these market risks, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Form 10-K.

## Controls and procedures

As filed, 2,332 characters.

### Conclusions Regarding Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period required by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us and our consolidated subsidiaries required to be disclosed in our periodic reports under the Exchange Act.

### Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

## Risk factors

As filed, 792 characters.

In addition to the factors set forth in “Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements – Cautionary Language,” you should carefully consider the risks described under “Part I – Item 1A. Risk Factors” in our 2023 Form 10-K and “Part II – Item 1A. Risk Factors” in our Second Quarter 2024 Form 10-Q. Such risks and uncertainties are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially affected. In that case, the value of our securities could decline substantially.

Filed Oct 31, 2024.
Source: SEC EDGAR, the filing index for accession 0000059558-24-000065. Last ingested by Listed: Nov 6, 2026, 18:34 ET. No prices; not investment advice.