UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 22, 2023
Date of Report (Date of earliest event reported)
Lincoln National Corporation
(Exact name of registrant as specified in its charter)
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Indiana | 1-6028 | 35-1140070 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
150 N. Radnor Chester Road, Radnor, PA 19087
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (484) 583-1400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol(s) | | Name of each exchange
on which registered |
Common Stock | | LNC | | New York Stock Exchange |
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D | | LNC PRD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Lincoln National Corporation (the “Company”) is filing this Current Report on Form 8-K (“Form 8-K”) to update the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended by Amendment No. 1 on Form 10-K/A filed on March 30, 2023 (collectively, the “2022 Annual Report on Form 10-K”), for changes in accounting for long-duration contracts by insurance companies.
The Company adopted Accounting Standards Update 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”), effective January 1, 2023, with a transition date of January 1, 2021, using a modified retrospective approach, except for market risk benefits, for which the Company applied a full retrospective transition approach. The amendments of ASU 2018-12 updated the accounting and reporting requirements for long-duration contracts and certain investment contracts issued by insurance entities. The Company’s consolidated financial statements are presented under the new guidance for reporting periods beginning January 1, 2021.
Exhibit 99.1 filed with this Form 8-K and incorporated by reference into this Item 8.01 updates the following sections contained in the 2022 Annual Report on Form 10-K for the adoption of ASU 2018-12 for the years ended December 31, 2022 and 2021:
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 15. Exhibits, Financial Statements and Schedules
Except for the matter noted above, no other information in the 2022 Annual Report on Form 10-K is being updated in this Form 8-K for events or developments that occurred subsequent to the filing on February 16, 2023 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 or the filing of the Annual Report on Form 10-K/A on March 30, 2023.
This Form 8-K and Exhibit 99.1 should be read in conjunction with and as a supplement to information contained in the 2022 Annual Report on Form 10-K. For significant developments since the filing of the 2022 Annual Report on Form 10-K, refer to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and other relevant filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LINCOLN NATIONAL CORPORATION
By/s/ Christopher Neczypor
Name: Christopher Neczypor
Title:Executive Vice President and Chief Financial
Officer
Date: May 22, 2023
