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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2004.

For the transition period from                      to                     .

Commission File Number 1-6028

LINCOLN NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (215) 448-1400

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2004, based upon the closing price of the common stock as reported by the NASDAQ* National Market on such date, was approximately

$8.3 billion

As of February 28, 2005, 174,345,429 shares of common stock of the registrant were outstanding.

Documents Incorporated by Reference:

Selected portions of the Proxy Statement for the Annual Meeting of Shareholders, scheduled for May 12, 2005 have been incorporated by reference into Part III of this Form 10-K.

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Lincoln National Corporation

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PART I

The “Business” section and other parts of this Form 10-K contain forward-looking statements that involve inherent risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, and containing words such as “believes,” “estimates,” “anticipates,” “expects” or similar words are forward-looking statements. Our actual results may differ materially from the projected results discussed in the forward-looking statements. Factors that could cause such differences include, but are not limited to, those discussed in “Risk Factors” beginning on page 24 and in the “Cautionary Statements” in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”).

Item 1. Business

OVERVIEW

Lincoln National Corporation (“LNC” which also may be referred to as “we” or “our” or “us”) is a holding company, which operates multiple insurance and investment management businesses through subsidiary companies. LNC was organized under the laws of the state of Indiana in 1968, and maintains its principal executive offices in Philadelphia, Pennsylvania. “Lincoln Financial Group” is the marketing name for LNC and its subsidiary companies. At December 31, 2004, LNC had consolidated assets of $116.2 billion and consolidated shareholders’ equity of $6.2 billion.

Through our business segments, we sell a wide range of wealth protection and accumulation products. These products include fixed annuities, variable annuities, universal life insurance, variable universal life insurance, term life insurance, other individual insurance coverages, retail mutual funds, “529” college savings plans and managed accounts. We have four business segments: 1) Lincoln Retirement, 2) Life Insurance, 3) Investment Management and 4) Lincoln UK. We also have an “Other Operations” category that includes the financial data for the operations of Lincoln Financial Advisors (“LFA”) and Lincoln Financial Distributors (“LFD”), our retail and wholesale distributors, and for operations that are not directly related to the business segments, unallocated corporate items (such as, corporate investment income and interest expense on short-term and long-term borrowings), and the historical results of the former Reinsurance segment, which was sold to Swiss Re in the fourth quarter of 2001, along with the ongoing amortization of deferred gain on the indemnity reinsurance portion of the transaction with Swiss Re. Prior to the first quarter of 2001, our wholesaling efforts were conducted separately within the Lincoln Retirement, Life Insurance and Investment Management segments. Beginning with the first quarter of 2001, LFD’s results were reported within Other Operations.

Financial information in the tables that follow is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”), unless otherwise indicated. Certain reclassifications have been made to prior periods’ financial information to conform to the 2004 presentation. Note 10 to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, provides revenues, income (loss) from operations and assets attributable to each of our business segments and Other Operations as well as revenues derived inside and outside the U.S. for the last three fiscal years.

Our revenues by segment for each of the last three fiscal years were as follows:

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Acquisitions and Divestitures

On September 24, 2004, we completed the sale of our London-based international investment unit, Delaware International Advisors Ltd. (“DIAL”), to a newly-formed company associated with DIAL’s management and a private-equity firm. At closing, we received $180.9 million in cash and relief of certain obligations of approximately $19 million. We had an after-tax gain from the transaction of $46.1 million. DIAL, which has since been renamed Mondrian, continues to provide sub-advisory services with respect to certain international asset classes for our Investment Management segment and LNC.

On August 30, 2002, we acquired The Administrative Management Group, Inc. (“AMG”), an employee benefits record keeping firm for $21.6 million in cash. Contingent payments up to an additional $14 million may be paid over a period of 4 years (2003-2006) if certain criteria are met. AMG, a strategic partner of the Lincoln Retirement segment for several years, provides record keeping services for the Lincoln Alliance Program along with approximately 200 other clients nationwide.

On December 7, 2001, Swiss Re acquired our reinsurance operation for $2.0 billion. As part of the transaction, we retained the capital supporting the reinsurance operation. The transaction involved a series of indemnity reinsurance transactions combined with the sale of certain stock companies that comprised our reinsurance operation. During 2002, we exercised a contractual right to “put” our interest in a subsidiary company containing our disability income reinsurance business to Swiss Re for $10 million. The $10 million sale price was approximately equal to our book basis in the subsidiary.

For further information about acquisitions and divestitures, see “Acquisitions and Divestitures” in the MD&A.

Branding

Branding is a key element of our strategy. Our branding efforts are focused on two primary target audiences: financial intermediaries where we work to build brand familiarity and very affluent consumers (top 11% of the population) where we work to build name awareness.

In 2004, we continued to build our brand on a national basis through an integrated package of consumer print and television, trade print and Internet advertising; sponsorships; and promotional events. As a result, in 2004, we believe that our awareness among our financial intermediary and targeted-consumer audiences increased significantly.

BUSINESS SEGMENTS AND OTHER OPERATIONS

Lincoln Retirement

Overview

The Lincoln Retirement segment, with principal operations in Fort Wayne, Indiana, and Hartford, Connecticut, and additional operations in Portland, Maine, and Arlington Heights, Illinois, provides tax-deferred investment growth and lifetime income opportunities for its clients by offering fixed and variable annuities. There are two lines of business within this segment, individual annuities and employer-sponsored markets. Capitalizing on a broad product portfolio and a strong and diverse distribution network, Lincoln Retirement is a leader in both the individual and employer-sponsored annuity markets. According to Variable Annuity Research and Data Services, (“VARDS”), LNC ranked 6^th in assets and 7^th in individual variable annuity sales for the year ended December 31, 2004 in the United States.

The individual annuities line of business offers non-qualified and qualified fixed and variable annuities to individuals. Annuities are attractive because they provide tax-deferred growth in the underlying principal,

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thereby deferring the tax consequences of the growth in value until withdrawals are made from the accumulation values, often at lower tax rates occurring during retirement. In addition to favorable tax treatment, annuities are unique in that retirees can select a variety of payout alternatives to help provide an income flow for life. The individual annuities market has seen an increase in competition along with new product types and promotion. The guarantee features (living and death benefits) offered within an annuity are not found in any other investment vehicle, and we believe, make annuities attractive even in times of economic uncertainty.

The employer-sponsored annuities line of business offers fixed and variable annuities along with a turnkey retirement program (fixed annuities and mutual funds, record-keeping, employee education and compliance) to targeted markets. The key market segments of the employer-sponsored annuities business are: healthcare, public/governmental, education, corporate and not-for-profits. Within these segments, we target those markets that offer the most favorable demographics, distribution synergies and current and potential market share.

Products

In general, an annuity is a contract between an insurance company and an individual or group in which the insurance company, after receipt of one or more contributions, agrees to pay an amount of money either in one lump sum or on a periodic basis (i.e., annually, semi-annually, quarterly or monthly), beginning on a certain date and continuing for a period of time as specified in the contract. Such payments can begin the month after the deposit is received (referred to as an immediate annuity) or at a future date in time (referred to as a deferred annuity). This retirement vehicle helps protect an individual from outliving his money and can be either a fixed annuity or a variable annuity.

The Lincoln Retirement segment’s deposits for the periods indicated were as follows:

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Variable Annuity

A variable annuity provides the contractholder the ability to direct the investment of deposits into one or more sub-accounts offered by the product. The value of the contractholder’s account varies with the performance of the underlying sub-accounts chosen by the contractholder. The underlying assets of the sub-accounts are managed within a special insurance series of funds, similar to mutual funds. The contractholder’s return is tied to the performance of the segregated assets underlying the variable annuity, i.e., the contractholder bears the investment risk associated with these investments, except for the impact of guaranteed benefit features. Account values of variable annuities were $53.0 billion, $45.6 billion and $37.1 billion for the years ended December 31, 2004, 2003 and 2002, including the fixed portions of variable accounts of $9.7 billion, $9.8 billion and $9.6 billion, respectively.

We charge mortality and expense assessments on variable annuity accounts to cover insurance and administrative charges. These assessments are built into accumulation unit values, which when multiplied by the number of units owned for any sub-account equals the contractholder’s account value for that sub-account. Some products feature decreasing fee schedules based on account value break points. The fees that we earn from these policies are reported as insurance fees on the income statement. In addition, for some contracts, we collect surrender charges that range from 0% to 10% of withdrawals—generally higher during the early years of a contract—when contractholders surrender their contracts during the surrender charge period of their contract. Our individual variable annuity products have a maximum surrender charge period of ten years.

We offer A-share, B-share, C-share, L-share and bonus variable annuities. The differences in A, B, C and L-shares relate to the sales charge and fee structure associated with the contract.

Our variable annuity products are offered to both individuals and the employer-sponsored market under a variety of names: American Legacy^®, Lincoln Choice Plus^sm, and Multi-Fund^®. Certain of our variable annuity products offer features, such as a guaranteed minimum death benefit (“GMDB”), a guaranteed minimum withdrawal benefit (“GMWB”) and a combination of such benefits. Most of our variable annuity products also offer the choice of a fixed option that provides for guaranteed interest credited to the account value.

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The separate account choices for our variable annuities cover diverse asset classes with varying levels of risk and include both equity funds and fixed income funds. The Multi-Fund^® Variable Annuity product line offers up to 36 fund choices from 11 well-known advisors, including American Funds Insurance Series^sm, Delaware Investments^sm, and Scudder Investments. The Lincoln Choice Plus^sm Variable Annuity, an individual multi-manager product line, has fund offerings from 12 fund families, also including, among the largest, American Funds Insurance Series^sm and Delaware Investments^sm. Our Alliance Program, which is for the employer-sponsored market, has many mutual fund choices available plus a fixed account. This product is customized for each employer.

Our American Legacy Variable Annuity, a premier single manager individual and group variable annuity product line, offers 13 mutual fund choices from American Funds Insurance Series^sm. American Legacy Variable Annuity accounted for 30%, 17% and 15% of variable annuity deposits in 2004, 2003 and 2002, respectively. In addition, the American Legacy Variable Annuity product line represented approximately 36%, 35% and 31% of our total gross annuity account values at December 31, 2004, 2003 and 2002, respectively.

As stated above, certain of our variable annuities offer a GMDB feature. Approximately, 84%, 83% and 77% of variable annuity account values at December 31, 2004, 2003 and 2002, respectively, had a GMDB feature. For a GMDB, we generally pay, upon death, the current value, the highest value on a contract anniversary through age 80 (also referred to as the “high water mark”) or the amount invested, whichever is greatest, adjusted for contribution and withdrawals, as provided by the contract.

In June 2003, we introduced the GMWB feature through the introduction of the Principal Security benefit rider, which was enhanced and renamed the Lincoln Smart Security^SM Advantage benefit in 2004. This GMWB feature offers the contractholder a guarantee equal to the initial deposit (or contract value, if elected after issue), adjusted for any subsequent purchase payments or withdrawals. There is a one-year and five-year step-up option, which allows an owner to step up the guarantee amount either one-year or five-years after the election of this benefit. To receive the full amount of the guarantee, annual withdrawals are limited to either 5% of the guaranteed amount for the one-year step-up or 7% of the guaranteed amount for the five-year step-up. Withdrawals in excess of the applicable maximum in any contract year are assessed any applicable surrender charges, and the guaranteed amount is recalculated. The charge for this benefit with the one-year step-up is 0.65% annually of the guaranteed amount (less withdrawals) and 0.45% annually of the guaranteed amount (less withdrawals) for the five-year step-up, both assessed on a quarterly basis. The charge may be waived under certain circumstances. The benefit may also be cancelled at any time five years after election or step up of the guaranteed amount. If cancelled, the benefit may be re-elected after one year, if the benefit is still offered. The Lincoln Smart Security^SM Advantage is available on new and existing variable annuity contracts for most of our individual variable annuity products. The Lincoln Smart Security^SM Advantage benefit has been very well received in the variable annuity marketplace. Approximately, 8% and 2% of variable annuity account values at the end of 2004 and 2003, respectively, had elected a GMWB feature.

To mitigate the increased risks associated with GMDBs and GMWBs, we developed a dynamic hedging program. The customized dynamic hedging program uses equity and interest rate futures positions as well as equity-based options depending upon the risks underlying the guarantees. Our program is designed to offset both positive and negative changes in the carrying value of the guarantees. However, while we actively manage these hedge positions, the hedge positions may not be effective to exactly offset the changes in the carrying value to the guarantees due to, among other things, the time lag between changes in their values and corresponding changes in the hedge positions, extreme swings in the equity markets, policyholder behavior, and divergence between the performance of the underlying funds and hedging indices. For more information on our hedging program, see “Critical Accounting Policies—Insurance and Investment Contract Obligations” of the MD&A. For information regarding risks related to GMDBs and GMWBs, see “Risk Factors” below.

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We offer other product features including the Income4Life^® Solution and i4LIFE^® Advantage. The Income4Life^® and i4LIFE^® features, on which we have received a U.S. patent, allow variable annuity contractholders access and control during the income distribution phase of their contract. This added flexibility allows the contractholder to access the account value for transfers, additional withdrawals and other service features like portfolio rebalancing.

Fixed Annuity

A fixed annuity preserves the principal value of the contract while guaranteeing a minimum interest rate to be credited to the accumulation value. LNC offers both single and flexible premium fixed deferred annuities to the individual annuities market. Single premium fixed deferred annuities are contracts that allow only a single contribution to be made. Flexible premium fixed deferred annuities are contracts that allow multiple contributions on either a scheduled or non-scheduled basis. With fixed deferred annuities, the contractholder has the right to surrender the contract and receive the current accumulation value less any applicable surrender charge and, if applicable, a market value adjustment (MVA). Also, certain fixed annuity products allow for a window period between the end of the fixed guarantee period and the start of the subsequent guarantee period during which the account holder can withdraw their funds without incurring a surrender charge.

Fixed annuity contributions are invested in our general account. We bear the investment risk for fixed annuity contracts. To protect from premature withdrawals, we impose surrender charges. Surrender charges are typically applicable during the early years of the annuity contract, with a declining level of surrender charges over time. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line and what we credit to our fixed annuity contractholders’ accounts. Account values of fixed annuities were $11.8 billion, $11.4 billion and $10.5 billion at December 31, 2004, 2003 and 2002. Approximately $5.7 billion, $5.6 billion and $5.3 billion of fixed annuity account values at December 31, 2004, 2003 and 2002, respectively, were still within the surrender charge period.

LNC’s fixed annuity product offerings include the Lincoln Select and ChoicePlus Fixed Annuities, StepThree^® and the StepFive^®, AccelaRate and ChoiceGuarantee^® Fixed Annuities. These products allow an individual to select a specific guaranteed period typically ranging from one to ten years. If the contract stays in force for the entire guarantee period, then the contract will earn the specified rate of interest for the full period. If the contract is surrendered during the guarantee period, both a surrender charge and an MVA may be applied. The MVA feature increases or decreases the cash surrender value of the annuity based on a decrease or increase in interest rates. Contract-holders participate in gains when the contract is surrendered in a falling interest rate market, and LNC is protected from losses up to a cap when the contract is surrendered in a rising interest rate market. Fixed annuities with an MVA feature constituted 21%, 19% and 18% of total fixed annuity account values at the end of 2004, 2003 and 2002, respectively.

Distribution

The Lincoln Retirement segment distributes all its individual fixed and variable annuity products through LFD, our wholesaling distribution organization. LFD’s distribution channels give the Retirement segment access to its target markets. LFD distributes the Lincoln Retirement segment’s products to a large number of financial intermediaries. The financial intermediaries include wire/regional firms, independent financial planners, financial institutions, managing general agents and corporate specialty markets.

Of the Lincoln Retirement segment products LFD distributes, approximately 23% are distributed to LFA, which as a client of LFD, offers our variable and fixed annuities to retail customers through its planners in offices across the United States. This includes those sold by its Fringe Benefit Division, which offers our MultiFund Variable Annuity product line in both the individual and employer-sponsored annuities markets and the Alliance Program in the employer-sponsored annuities market.

Competition

The annuities market is very competitive and consists of many companies, with no one company dominating the market for all products. The Lincoln Retirement segment competes with numerous other insurance

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companies. The main factors upon which entities in this market compete are wholesaling, investment performance, cost, product features, speed to market, brand recognition, financial strength ratings, distribution channel access, crediting rates and client service.

Lincoln Retirement believes that its high service levels help it to compete in the annuities market. Lincoln Retirement has a call center staffed with more than 100 representatives. It tracks the amount of time in which calls to the center are answered as well as the average response time to customer queries. Further, Lincoln Retirement tracks the turnaround time for various customer services such as processing of applications.

The Lincoln Retirement segment attempts to design products that meet the needs of clients in its markets. The speed in which Lincoln Retirement’s products reach the market is a competitive advantage. Generally, from concept of the product to launch, it takes us six to nine months. Over the last five years, the Lincoln Retirement segment has brought several new products and product features to market in response to the evolving nature of the annuities market.

Life Insurance

Overview

The Life Insurance segment, with principal operations in Hartford, Connecticut and additional operations in Fort Wayne, Indiana and Schaumburg, Illinois, focuses on the creation and protection of wealth for its clients through the manufacture of life insurance products. The Life Insurance segment offers both single and survivorship versions of universal life (“UL”), variable universal life (“VUL”), and interest-sensitive whole life (“ISWL”), as well as corporate owned universal and variable universal life insurance (“COLI”) and term insurance. The segment also offers a linked-benefit product, MoneyGuard^sm, which is a universal life insurance policy linked with riders that provide for long-term care costs.

The life insurance operation primarily targets the affluent market, defined as households with at least $1,000,000 of investable net worth. The average face amount for LNC (excluding term, COLI cases covering 200 or more lives, and MoneyGuard^sm) was $1.3 million for those sold in 2004, and average first year premiums paid per policy sold were approximately $29,600 for the same period.

Products

The Life Insurance segment sells interest/market-sensitive products (UL, VUL, ISWL, COLI) and term products. The Life Insurance segment’s first-year premiums (excluding internal replacement premiums) for the prior three years were as follows:

Due to some seasonality in Retail sales, we generally see more sales in the second half of the year than in the first half of the year. Approximately 48%, 43%, and 43% of total Retail sales were in the first half of 2004, 2003, and 2002, with the remainder occurring in the second half of the year for the same periods.

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In addition, the following table shows life policies’ face amount in-force.

Mortality margins, investment margins (through spreads or fees), net expenses (expenses incurred to manage the business less expense charges assessed to the policy holder to cover the costs of administering the policy and for sales related expenses) and surrender fees drive life insurance profits. Mortality margins represent the difference between amounts charged to the customer to cover the mortality risk and the actual cost of reinsurance and death benefits paid. Mortality charges are either specifically deducted from the contract holder’s policy account value (i.e., cost of insurance assessments or “COI’s”) or embedded in the premiums charged to the customer. In either case, these amounts are a function of the rates priced into the product and level of insurance in-force (less reserves previously set aside to fund benefits). Insurance in-force, in turn, is driven by sales, persistency and mortality experience.

Similar to the annuity product classifications described above, life products can be classified as “fixed” or “variable” contracts. This classification describes whether the policyholder or we bear the investment risk of the assets supporting the policy. This also determines the manner in which we earn investment margin profits from these products, either as investment spreads for fixed products or as asset-based fees charged for variable products.

We offer four categories of life insurance products consisting of:

Fixed Life Insurance (primarily UL and ISWL (excluding COLI)): Fixed life insurance products provide life insurance with account (cash) values that earn rates of return based on company-declared interest rates. Policyholder account values are invested in our general account investment portfolio, so we bear the risk of investment performance.

In a UL contract, policyholders are provided with the flexibility in the timing and amount of premium payments and the amount of death benefit, provided there is sufficient account value to cover all policy charges for mortality and expenses for the coming period. Under certain policyholder options and market conditions, the death benefit amount may increase or decrease. Premiums received on a UL product, net of expense loads and charges, are added to the policyholder’s account value. The client has access to their account value (or a portion thereof) through contractual liquidity features such as loans, partial withdrawals and full surrenders. Loans and withdrawals reduce the death benefit amount, are limited to certain contractual maximums (some of which are required under state law) and interest is charged on all loans. Our UL contracts assess surrender charges against the policies’ account values for full or partial face amount surrenders that occur during the contractual surrender charge period. Depending on the product selected, surrender charge periods can range from 10 to 20 years.

ISWL contracts have fixed premiums and guaranteed minimum cash values. Excess interest, mortality and expense credits are credited to policyholders based upon current expectations as to mortality experience, earned interest rates and expense factors. These credits are declared at the beginning of the calendar year and are paid at the end of the policy year. Credits are used to purchase units of paid-up insurance, purchase term insurance or reduce premium outlay. Policy loans are available at a variable interest rate.

We manage investment margins (i.e., the difference between the rate the portfolio earns compared to the rate that is credited to the customer) by seeking to maximize current yields, in line with asset/liability and risk

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management targets, while crediting a competitive rate to the customer. Crediting rates are typically subject to guaranteed minimums specified in the underlying life insurance contract. Fixed life account values (excluding VUL and COLI) were $11.0 billion, $10.5 billion and $9.9 billion at December 31, 2004, 2003 and 2002, respectively.

Variable Universal Life Insurance (VUL) (excluding COLI): VUL products are UL products that provide a return on account values linked to an underlying investment portfolio of sub-accounts offered by the product. The value of the policyholder’s account varies with the performance of the sub-accounts chosen by the policyholder. The underlying assets of the sub-accounts are managed within a special insurance series of funds. Premiums, net of expense loads and charges for mortality and expenses, received on VUL products are invested in the policyholder’s investment option selection. As the return on the investment portfolio increases or decreases, the account value of the variable universal life policy will increase or decrease. As with fixed UL products, policyholders have access, within contractual maximums, to account values through loans, withdrawals and surrenders. Surrender charges are assessed during the surrender charge period (generally ranging from 15 to 20 years depending on product). The investment choices we offer to VUL products are the same, in most cases, as the investment choices offered in our individual variable annuity contracts.

In addition, VUL products offer a fixed account option that is managed by LNC. Investment risk is borne by the customer on all but the fixed account option. We charge fees for mortality costs and administrative expenses, as well as asset based investment management fees. VUL account values (excluding COLI) were $2.2 billion, $2.0 billion and $1.5 billion at December 31, 2004, 2003 and 2002, respectively.

Term Life Insurance: Term life insurance provides a fixed death benefit for a scheduled period of time. It usually does not offer cash values. Scheduled policy premiums are required to be paid annually (on a monthly or annual basis).

Corporate Owned Life Insurance (COLI): COLI is typically purchased by corporations on the lives of its employees, with the corporation or a trust sponsored by the corporation named as a beneficiary under the policy, for the purpose of funding non-qualified deferred compensation plans. LNC offers a portfolio of both fixed UL and VUL COLI products sold primarily through specialty brokers. COLI account values were $1.1 billion, $1.0 billion and $0.7 billion as of December 31, 2004, 2003 and 2002.

As mentioned previously, we offer survivorship versions of our non-COLI UL, VUL, ISWL and MoneyGuard products. These products insure two lives with a single policy and pay death benefits upon the second death.

The Life Insurance segment has continued to develop products that meet the changing needs of its target affluent market. In 2004, the segment focused its efforts on maintaining the series of products with the Lapse Protection Rider (“LPR”). The LPR, originally introduced in 1998, is a secondary guarantee that promises to keep a policy in force, even if the base policy account value is zero, as long as the No Lapse Value (“NLV”) of the policy remains positive. The NLV is a reference value, calculated in a manner similar to the base policy account value, but using different assumptions as to expense charges, COI charges, and credited interest. The assumptions for the NLV calculation are listed in the contract. As long as the policyholder funds the policy to a level that keeps this calculated NLV positive, the death benefit will be guaranteed. The NLV has no actual monetary value to the policyholder; it is only a calculated value used to determine whether or not the policy will lapse should the base policy account value be less than zero.

Unlike other guaranteed death benefit designs, the LPR maintains the flexibility of a traditional UL policy, which allows a policyholder to take loans or withdrawals. Although loans and withdrawal are likely to shorten the time period of the guaranteed death benefit, it is not automatically or completely forfeited, as is sometimes the case with other death benefit guarantee designs. The length of the guarantee may be increased at any time through additional excess premium deposits.

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In order to address increased competition in the market for these products, an updated survivorship version of the product, Lincoln SUL^LPR 6 was released in July 2004. In October 2004, a new single life version, Lincoln UL^LPR 6 was announced. The UL ^LPR 6 product contains a new structure for underwriting classes, which we believe will allow for more competitive pricing.

In May 2004, we announced a new single life VUL product called Lincoln VUL^ONE. This product combines the lapse protection of universal life with the upside potential of a traditional variable universal life product. VUL^ONE gives clients the flexibility to choose the appropriate balance between protection and market risk that meets their individual needs.

Distribution

Lincoln’s Life Insurance segment products are sold through LFD. LFD is our wholesaling distribution organization, which provides the Life Insurance segment with access to financial intermediaries in the following primary distribution channels—wire/regional firms, independent planner firms, financial institutions, managing general agents and corporate specialty markets.

Competition

The life insurance industry is very competitive and consists of many companies with no one company dominating the market for all products. At the end of 2003, the latest year for which data is available, there were approximately 1,123 life insurance companies in the United States.

The Life Insurance segment designs products specifically for the high net-worth and affluent markets. In addition to the growth opportunity offered by its target market, our product breadth, design innovation, competitiveness, speed to market, customer service and extensive distribution network all contribute to the strength of the Life Insurance segment. On average, the development of products takes approximately five to seven months. Over the past five years, the Life Insurance segment averaged approximately nine major product upgrades and/or new features per year, including important VUL, UL, Term and COLI product enhancements and new riders in 2004. With respect to customer service, the Life Insurance segment has a service center staffed with 150 representatives. Management tracks the speed, accuracy and responsiveness of service to customers’ calls and transaction requests. Further, the Life Insurance segment tracks the turnaround time and quality for various client services such as processing of applications.

Underwriting

In the context of life insurance, underwriting is the process of evaluating medical and non-medical information about an individual and determining the effect these factors statistically have on life expectancy or mortality. This process of evaluation is often referred to as risk classification. Of course, no one can accurately predict how long any individual will live, but certain risk factors can affect life expectancy and are evaluated during the underwriting process.

Claims Administration

Claims services are delivered to customers from the Hartford, Connecticut home office. Claims examiners are assigned to each claim notification based on coverage amount, type of claim and the experience of the examiner. Claims meeting certain criteria are referred to senior claim examiners. A formal quality assurance program is carried out to ensure the consistency and effectiveness of claims examining activities. A network of in-house legal counsel, compliance officers, medical personnel and an anti-fraud investigative unit also support claim examiners. A special claims unit has also been established in the Hartford, Connecticut claims department to focus on more complex specialized matters such as MoneyGuard^sm long-term care claims, claims incurred during the contestable period, beneficiary disputes, litigated claims, and to effectively deal with the few invalid claims that are encountered.

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The Life Insurance segment maintains a centralized claim service center in order to minimize the volume of clerical and repetitive administrative demands on its claims examiners, while providing convenient service to policy owners and beneficiaries. A centralized call center is also located in the claim service center to provide for consistent, timely and comprehensive responses to customer requests and inquiries.

Investment Management

Overview

The Investment Management segment, with principal operations in Philadelphia, Pennsylvania, provides investment products and services to both individual and institutional investors through Delaware Management Holdings, Inc. and its affiliates, also referred to as “Delaware.” Delaware offers a broad line of mutual funds, retirement plan services and other investment products, including managed accounts and “529” college savings plans for Hawaii and Pennsylvania, to retail investors.

Delaware also offers investment advisory services and products to institutional clients, which primarily include public and private pension and retirement funds, foundations, endowment funds and trusts, and may include mutual funds offered by non-Delaware entities for which Delaware acts as a sub-advisor. At December 31, 2004, Delaware serves as investment advisor to approximately 200 institutional accounts, acts as investment manager and performs additional services for approximately 92 open-end funds and for 10 closed-end funds. The Investment Management segment also provides investment advisory services for our corporate and general insurance portfolios, including separate accounts and mutual funds, and acts as investment advisor to collateralized debt obligations.

Products

Investment Management products include U.S. and international equity and fixed-income retail mutual funds, institutional separate accounts, institutional mutual funds, managed accounts, “529” college savings plans, and retirement plans and services, as well as administration services for some of these products.

The Investment Management segment’s assets under management (including assets under administration) were as follows:

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Retail Products and Services

The Investment Management segment offers various retail products including mutual funds to individual investors, as well as investment services to high net worth and small institutional investors through managed accounts. The segment also provides investment management and account administration services for 401(k) variable annuity products and “529” college savings plans.

The following table provides a summary of retail assets under management for each product:

As of December 31, 2004, the Investment Management segment, through Delaware, offered 80 retail mutual funds to suit an array of investment needs. Delaware’s mutual funds are grouped by asset class, with each investment management team focused on a specific investment discipline. This structure of distinct investment teams allows for a style-specific research effort tailored for each asset class. The mutual funds are owned by the shareholders of those funds and not by Delaware. Delaware manages the funds. Accordingly, the mutual fund assets and liabilities, as well as related investment returns, are not reflected in our Consolidated Financial Statements. Instead, Delaware earns fees for providing the management and other services to the funds.

Delaware manages open-end and closed-end funds. An open-end mutual fund does not have a fixed number of shares and will normally offer as many shares as investors are willing to buy. Investors sell their shares by requesting the fund to redeem them. The open-end funds are available with various pricing structures, such as A-class with a front end sales charge, B-class and C-class with a contingent deferred sales charge as well as R-class and Institutional class, which are sold without a front end or contingent deferred sales charge and are designed for certain retirement plans. A, B, C and R classes are generally subject to Rule 12b-1 fees. A closed-end fund offers a fixed number of shares and is usually sold through a brokerage firm. After the initial offering, shares normally trade on a major stock exchange.

A managed account is provided to investors through relationships with broker-dealer sponsored programs. The 401(k) variable annuity products provide the contractholder the ability to direct the investment of deposits into one or more investment options offered by the product.

In addition, Delaware has offered “529” college savings plans since 2002, when Delaware launched programs for the state of Hawaii and the Commonwealth of Pennsylvania. A 529 plan is an investment plan operated by a state that is designed to help families save for future college costs. Earnings on the assets invested in 529 plans grow on a tax-deferred basis, and until December 31, 2010 (unless extended by Congress), amounts withdrawn from the plans to pay qualified college expenses are not taxed. Pennsylvania has both an investment plan and a pre-paid tuition plan. Delaware manages the investment plan and provides administration services to the pre-paid tuition plan. Hawaii’s program has an investment plan only. Delaware’s investment plan type 529 products primarily employ risk-based and age-based asset allocation models that enable college-savers to diversify their assets across all major investment styles.

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The Investment Management segment also offers defined contribution retirement products. The Lincoln Director^SM (“Director”) is a defined contribution retirement plan solution available to businesses of all sizes, including small- and medium-sized companies. Funded through a Lincoln National Life Insurance Company (“LNL”) group variable annuity contract, the Director product offers participants 54 investment options from 13 fund families. Director is offered with fully bundled recordkeeping services, but can also be record-kept by third-party retirement administrators. The Investment Management segment earns advisory fees, investment income and surrender charges from this product.

The Investment Management segment also offers a mutual fund-based retirement product. In 2004, the recordkeeping portion of this business was outsourced to third parties. This transition was completed in October 2004. Delaware also offers its mutual funds directly on an investment only basis to plans and other record-keeping platforms.

Institutional Products and Services

For institutional clients, the Investment Management segment offers Delaware Pooled-Trust and institutional separate accounts. Delaware Pooled Trust is a registered investment company offering a series of mutual funds managed in styles that are similar to institutional separate account offerings and best suited for smaller to medium-sized institutional investment mandates. Delaware Pooled Trusts’ minimum initial investment is typically $1 million. The funds included in Delaware Pooled Trust are offered without a sales charge directly through Delaware’s institutional marketing and client services group.

The Investment Management segment provides investment advisory services through separately managed accounts to a broad range of institutional clients, such as corporate and public retirement plans, endowments and foundations, nuclear decommissioning trusts, sub-advisory clients and Taft-Hartley plans, among others. Included among sub-advisory clients are mutual funds and other commingled vehicles offered by institutional parties. Most clients utilize individually managed separate accounts, which means clients have the opportunity to customize the management of their portfolio by including or excluding certain types of securities, sectors or segments within a given asset class. Because of their individually managed nature, these separate accounts are best suited for larger investment mandates. Currently, the minimum account size is typically $10 million for U.S. investments. The Investment Management segment also provides investment management services for Lincoln’s general account assets for which it earns advisory revenue.

Distribution

The businesses in the Investment Management segment deliver their broad range of products through multiple distribution channels, enabling them to reach an expanding community of retail and institutional investors. Investment Management distributes retail mutual funds, managed accounts, “529” college savings plans and retirement products through intermediaries, which are serviced by the LFD wholesaling distribution network. Delaware Distributors, L.P. is the principal underwriter for the Delaware mutual funds and serves as a liaison between the funds and LFD.

Delaware’s institutional marketing group, working closely with manager selection consultants, markets substantially all of the institutional products.

Competition

The Investment Management segment primarily competes with mutual fund complexes that are broker sold, and other asset managers offering managed accounts, institutional accounts and sub-advisory services, and, with respect to the Lincoln Director^SM, other insurance companies. Competitive factors impacting the Investment Management segment include investment performance, breadth of investment styles offered, distribution capabilities and customer service.

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Investment performance is a key driver of the Investment Management segment’s ability to attract new sales, retain existing assets and improve net flows. The following table summarizes the performance of institutional and managed accounts relative to their respective benchmarks for the one-, three- and five-year periods ending December 31, 2004.

Delaware closely monitors the relative performance of individual funds. Fund performance is compared to a benchmark group of peer funds that have similar investment characteristics and objectives. Performance in various key categories, as reported to Lipper, one of the leading providers of mutual fund research, is used by Delaware in measuring its funds’ performance. The following table summarizes the performance for the 25 largest and for all of the mutual funds in the Delaware Investment’s family of funds for the one-, three- and five-year periods ended on December 31, 2004.

Service is an important aspect of the Investment Management segment’s strategy. As an organization, Delaware has remained focused on clients. Delaware’s mutual fund service excellence was recognized in 2003, 2001 and 2000 when Delaware won the DALBAR crystal pyramid award for customer service excellence in main office operations. DALBAR is an independent organization, which measures, among other things, service quality in the financial services industry.

Lincoln UK

Lincoln UK is headquartered in Barnwood, Gloucester, England, and is licensed to do business throughout the United Kingdom (“UK”). Lincoln UK is primarily focused on protecting and enhancing the value of its existing customer base. The segment accepts new deposits on the existing block of business and markets a limited range of new products.

Lincoln UK’s product portfolio principally consists of unit-linked life and pension products, which are similar to U.S. produced variable life and annuity products, where the risk associated with the underlying investments are borne by the policyholders. These products have largely been issued to individuals, and benefits, premium levels and charges can often be varied within limits. Due to the timing of the receipt of National Insurance rebates from the U.K. Government, Lincoln UK, as in 2004, expects that earnings will be approximately 20% higher in the second half of 2005 than in the first half of 2005. These rebates are paid automatically each year to eligible policyholders who have chosen to contract out of the State Second Pension through a Lincoln personal pension arrangement. In 2004, the total rebates received amounted to $68.6 million. These rebates are reported as deposits and as such only the fees earned by Lincoln UK are reported as revenue.

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The Lincoln UK segment’s revenues were as follows:

Our subsidiary in the UK has its balance sheets and income statements translated at the current spot exchange rate as of the year-end and average spot exchange rate for the year, respectively. From time to time, LNC will hedge its exposure to foreign currency as it relates to its net investment in Lincoln UK.

Lincoln UK has an agreement to outsource its customer service and policy administration functions to Capita Life & Pension Services Limited, a subsidiary of Capita Group Plc. The purpose of the outsourcing is to reduce the operational risk and variability of future costs associated with administering the business by taking advantage of Capita’s proven expertise in providing outsourcing solutions to a variety of industries including general insurance companies. The relationship through 2004 has provided the segment with results in line with expectations.

Other Operations

“Other Operations” include the financial data for the operations of LFA and LFD, and for operations that are not directly related to the business segments, unallocated corporate items (such as corporate investment income and interest expense on short-term and long-term borrowings), along with the ongoing amortization of deferred gain on the indemnity reinsurance portion of the transaction with Swiss Re.

Revenues from Other Operations were as follows:

As stated above, LFD, with principal operations in Philadelphia, Pennsylvania, is our wholesaling arm, which distributes our life insurance, annuities and investment products to a large number of financial intermediaries. LFD was formed in 2000 to be the single distribution entity for all of our retail products. Through its customer-focused relationships with financial intermediaries, we believe that LFD’s distribution channels give us access to our target markets, while also providing us with market information so that we can tailor our products to the needs of our target markets. At December 31, 2004, LFD consists of approximately 124 internal and 238 external wholesalers compared to 104 internal and 183 external wholesalers at December 31, 2003. Both the internal and external wholesalers are LFD employees. LFD is organized to penetrate multiple distribution channels including the wire/regional, the independent planner, the financial institutions, the managing general agent, and the corporate specialty markets channels.

LFA, with principal operations in Fort Wayne, Indiana, is a retail broker/dealer and financial planning firm that offers a full range of financial and estate planning services. LFA, through its nearly 2,480 agents and registered brokers in 68 offices, offers our annuities, 401(k) plans, pensions, universal and variable universal life

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insurance and other wealth accumulation and protection products and services. LFA is the top sales channel for LNL products. In addition, LFA is structured with an open-architecture system, which means LFA’s planners also offer products from non-LNC companies. In January 2005, LFA changed its compensation structure for its planners. Although we believe that the new structure will be beneficial to us, if a significant number of financial advisors terminate their affiliation with us, it could have a negative impact on our sales and ability to retain existing in-force business.

REINSURANCE

We follow the industry practice of reinsuring a portion of our life insurance and annuity risks with unaffiliated reinsurers. In a reinsurance transaction, a reinsurer agrees to indemnify another insurer for part or all of its liability under a policy or policies it has issued for an agreed upon premium. We use reinsurance to protect our insurance subsidiaries against the severity of losses on individual claims and unusually serious occurrences in which a number of claims produce an aggregate extraordinary loss. Although reinsurance does not discharge the insurance subsidiaries from their primary liabilities to their policyholders for losses insured under the insurance policies, it does make the assuming reinsurer liable to the insurance subsidiaries for the reinsured portion of the risk.

We reinsure approximately 85% to 90% of the mortality risk on newly issued life insurance contracts. Our policy is to retain no more than $5.0 million on a single insured life issued on fixed and variable universal life insurance contracts. Additionally, the retention per single insured life for term life insurance and for Corporate Owned Life Insurance (COLI) is $1 million and $2 million, respectively. With respect to annuities, we have previously reinsured a portion of our fixed annuity business, but beginning in 2004, we have retained the full risk on newly issued contracts.

For more information regarding reinsurance see, Note 8 to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K and “Reinsurance” in the MD&A. For risks involving reinsurance, see “Risk Factors” below.

RESERVES

The applicable insurance laws under which insurance companies operate require that they report, as liabilities, policy reserves to meet future obligations on their outstanding policies. These reserves are the amounts that, with the additional premiums to be received and interest thereon compounded annually at certain assumed rates, are calculated to be sufficient to meet the various policy and contract obligations as they mature. These laws specify that the reserves shall not be less than reserves calculated using certain specified mortality and morbidity tables, interest rates, and methods of valuation.

The reserves reported in our financial statements contained herein are calculated based on GAAP and differ from those specified by the laws of the various states and carried in the statutory financial statements of the life insurance subsidiaries. These differences arise from the use of mortality and morbidity tables, interest, persistency and other assumptions which are believed to be more representative of the expected experience for these policies than those required for statutory accounting purposes and from differences in actuarial reserving methods. See “Regulatory” below for information on proposed regulations that may impact the amount of statutory reserves necessary to support our current insurance liabilities.

The assumptions on which reserves are based are intended to represent an estimation of experience for the period that policy benefits are payable. If actual experience is not less favorable than the reserve assumptions, then reserves should be adequate to provide for future benefits and expenses. If experience is less favorable than the reserve assumptions, additional reserves may be required. The key experience assumptions include mortality rates, policy persistency and interest rates. We periodically review our experience and update our policy reserves for new issues and reserve for all claims incurred, as we believe appropriate.

For risks related to reserves, see “Risk Factors” below.

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INVESTMENTS

An important component of our financial results is the return on invested assets. Our investment strategy is to balance the need for current income with prudent risk management, with an emphasis on generating sufficient current income to meet our obligations. This approach requires the evaluation of risk and expected return of each asset class utilized, while still meeting our income objectives. This approach also permits us to be more effective in our asset-liability management, since decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities. Investments by our insurance subsidiaries must comply with the insurance laws and regulations of the states of domicile.

We do not use derivatives for speculative purposes. Derivatives are used for hedging purposes and income generation. Hedging strategies are employed for a number of reasons including, but not limited to, hedging certain portions of our exposure to changes in our GMDB/GMWB liabilities, interest rate fluctuations, the widening of bond yield spreads over comparable maturity U.S. Government obligations, and credit, foreign exchange and equity risks. Income generation strategies include credit default swaps through replication synthetic asset transactions (RSATs). These derivatives synthetically create exposure in the general account to corporate debt, similar to investing in the credit markets. Our investment portfolio does not contain any significant concentrations in single issuers. In addition, we do not have a significant concentration of investments in any single industry segment; no single segment comprises more than 10% of invested assets at December 31, 2004.

For additional information on our investments, including carrying values by category, quality ratings and net investment income, see “ Consolidated Investments” in the MD&A, as well as Notes 1 and 3 to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.

RATINGS

Nationally recognized ratings agencies rate the financial strength of our principal insurance subsidiaries and the debt of LNC. Ratings are not recommendations to buy our securities.

Rating agencies rate insurance companies based on financial strength and the ability to pay claims, factors more relevant to policyholders than investors. We believe that the ratings assigned by nationally recognized, independent rating agencies are material to our operations. There may be other rating agencies that also rate our securities, which we do not disclose in our reports.

Insurer Financial Strength Ratings

The insurer financial strength rating scales of A.M. Best, Fitch Ratings (“Fitch”), Standard & Poor’s (“S&P”) and Moody’s Investors Service (“Moody’s”) are characterized as follows:

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As of February 28, 2005, the financial strength ratings of our principal insurance subsidiaries, as published by the principal rating agencies that rate our securities, or us, are as follows:

All of the above ratings have a stable outlook.

A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our competitive position in the insurance industry and make it more difficult for us to market our products as potential customers may select companies with higher financial strength ratings.

Debt Ratings

The long-term credit rating scales of A.M. Best, Fitch Ratings, S&P and Moody’s are characterized as follows:

As of February 28, 2005, our long-term credit ratings, as published by the principal rating agencies that rate our long-term credit, are as follows:

The short-term credit rating scales of A.M. Best, Fitch Ratings, S&P and Moody’s are characterized as follows:

As of February 28, 2005, our short-term credit ratings, as published by the principal rating agencies that rate our short-term credit, are as follows:

A downgrade of our debt ratings could affect our ability to raise additional debt with terms and conditions similar to our current debt, and accordingly, likely increase our cost of capital. In addition, a downgrade of these

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ratings could make it more difficult to raise capital to refinance any maturing debt obligations, to support business growth at our insurance subsidiaries and to maintain or improve the current financial strength ratings of our principal insurance subsidiaries described above.

All of our ratings are subject to revision or withdrawal at any time by the rating agencies, and therefore, no assurance can be given that our principal insurance subsidiaries or that LNC can maintain these ratings. Each rating should be evaluated independently of any other rating.

REGULATORY

General

Our insurance subsidiaries, like other insurance companies, are subject to regulation and supervision by the states, territories and countries in which they are licensed to do business. The extent of such regulation varies, but generally has its source in statutes that delegate regulatory, supervisory and administrative authority to supervisory agencies. In the United States, this power is vested in state insurance departments.

In supervising and regulating insurance companies, state insurance departments, charged primarily with protecting policyholders and the public rather than investors, enjoy broad authority and discretion in applying applicable insurance laws and regulation for that purpose. Two of our principal insurance subsidiaries, LNL and First Penn-Pacific Life Insurance Company (“First Penn”), are domiciled in Indiana, and the other, Lincoln Life & Annuity Company of New York (“LLANY”), is domiciled in New York. The insurance departments of those states exercise principal regulatory jurisdiction over them. The extent of regulation by the states varies, but in general, most jurisdictions have laws and regulations governing standards of solvency, adequacy of reserves, reinsurance, capital adequacy, licensing of companies and agents to transact business, prescribing and approving policy forms, regulating premium rates for some lines of business, prescribing the form and content of financial statements and reports, regulating the type and amount of investments permitted and standards of business conduct.

As a result of being an accredited reinsurer in New York, LNL is also an authorized insurer in the state of New York. As such, LNL is subject to the regulatory requirements imposed by New York on authorized insurers. One such requirement is that LNL must report to New York its reserves based on New York reserving regulations, which are generally more conservative than those of Indiana. As a recent example, on December 29, 2004, the New York State Insurance Department promulgated, as an emergency measure, amendments to its regulations governing the valuation of life insurance reserves for New York authorized insurers issuing certain life insurance policies. Specifically, the amendments apply to life insurance policies providing secondary guarantees, such as policies with our LPR (as discussed above), that allow those policies to remain in force at the original schedule of benefits, even if the policy’s cash value is depleted, as long as the contractual requirements to maintain the secondary guarantee are satisfied. The amendments apply retroactively to policies issued on or after January 1, 2003. We do not currently expect these changes to affect LNL’s ability to continue as an authorized insurer in New York. However, as discussed further below under “—Restrictions on Subsidiaries’ Dividends and Other Payments,” if New York requires us to maintain a higher level of capital to remain an authorized insurer in New York, these requirements may constrain LNL’s ability to pay dividends to LNC.

State insurance departments in jurisdictions in which our insurance subsidiaries do business conduct periodic examinations of their respective operations and accounts and require the filing of annual and other reports relating to their financial condition. We are not currently undergoing any periodic examination. State insurance laws and regulations also include numerous provisions governing the marketplace activities of insurers, including provisions governing the form and content of disclosure to consumers, illustrations, advertising, sales practices and complaint handling. State regulatory authorities generally enforce these provisions through periodic market conduct examinations.

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The U.S. federal government does not directly regulate the insurance industry; however, federal initiatives from time to time can impact the insurance industry. In June 2001, the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) was enacted. EGTRRA contains provisions that will, over time, significantly lower individual tax rates. This will have the effect of reducing the benefits of tax deferral on the inside build-up of annuities and life insurance products. EGTRRA also includes provisions that will eliminate, over time, the estate, gift and generation-skipping taxes and partially eliminates the step-up in basis rule applicable to property held in a decedent’s estate. Some of these changes might hinder our sales and result in the increased surrender of insurance and annuity products. Many of these provisions expire in 2010, unless extended.

In May 2003, the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “2003 Act”) was enacted. Individual taxpayers are the principal beneficiaries of the 2003 Act, which includes an acceleration of certain of the income tax rate reductions enacted originally under EGTRRA, as well as capital gains and dividend tax rate reductions. Although most of these rate reductions expire after 2008 or later, these reductions have the effect of reducing the benefits of tax deferral on the build-up of value of annuities and life insurance products. Like the EGTRRA changes, the 2003 Act changes may hinder our sales and result in increased surrender of insurance and annuity products.

The Bush Administration has proposed that many of the foregoing rate reductions be made permanent, as well as several tax-favored savings initiatives that, if enacted by Congress, could also adversely affect the sale of our annuity, life and tax-qualified retirement products and increase the surrender of such products. However, we expect that the income for life guarantee provided within an annuity and features like our GMWB will continue to be viewed as significant benefits and may offset the adverse effect of EGTRRA and the 2003 Act.

On October 22, 2004, President Bush signed into law the American Jobs Creation Act of 2004 (“AJCA”). Among its various provisions, the AJCA includes a provision that temporarily suspends current rules that impose an income tax on a stock life insurance company for distributions to its shareholders from its policyholder surplus account. It also reverses the order in which distributions are charged against a company’s various accounts, such that distributions will first be treated as coming from the policyholder surplus account and then the shareholders surplus account. We currently believe that our dividend activity will be sufficient to eliminate our insurance subsidiaries’ policyholder surplus accounts before the end of the suspension period. The provision is effective for taxable years beginning after December 31, 2004 and ending before January 1, 2007.

In December 2004, bills were introduced in Congress to provide tax incentives designed to encourage individuals to invest their after-tax income in retirement vehicles, such as annuities, that provide guaranteed lifetime income. Under the proposal, individuals would not pay federal taxes on one-half of the income generated by annuities that make lifetime payments up to an annual limit of $20,000. If this bill is enacted into law, we believe that it would have a favorable impact on our annuity business.

In addition, the AJCA includes provisions affecting non-qualified deferred compensation plans that may make such plans more complicated for employers depending on final tax rules and regulations. Because our COLI products are often used to support such deferred compensation liabilities, the AJCA may constrain sales of our COLI products. Although the COLI legislation proposed in 2004 was not signed into law and new COLI legislation has not yet been proposed, if such legislation is signed into law, it is expected to provide more certainty in the COLI market, and therefore, is not expected to have a detrimental effect on COLI markets in which we participate.

In addition, LFA and LFD as well as our variable annuities and variable life insurance products are subject to regulation and supervision by the SEC and the National Association of Securities Dealers (“NASD”). Our Investment Management segment, like other investment management groups, is subject to regulation and supervision by the SEC, NASD, Municipal Securities Rulemaking Board (“MSRB”), the Pennsylvania Department of Banking and jurisdictions of the states, territories and foreign countries in which they are licensed to do business. Lincoln U.K. is subject to regulation by the Financial Services Authority (“FSA”) in the U.K.

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Some of our separate accounts as well as mutual funds that we sponsor, in addition to being registered under the Securities Act of 1933, are registered as investment companies under the Investment Company Act of 1940, and the shares of certain of these entities are qualified for sale in some or all states and the District of Columbia. We also have several subsidiaries that are registered as broker-dealers under the Securities Exchange Act of 1934 (“Exchange Act”) and are subject to federal and state regulation, including but not limited to the NASD’s net capital rules. In addition, we have several subsidiaries that are investment advisors registered under the Investment Advisers Act of 1940. LFA’s agents and our employees, insofar as they are involved in the sale or marketing of products that are securities, are subject to the Exchange Act and to examination requirements and regulation by the SEC, the NASD and state securities commissioners. Regulation also extends to various LNC entities that employ or control those individuals. The SEC and other governmental agencies and self-regulatory organizations, as well as state securities commissions in the U.S., have the power to conduct administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or suspension, termination or limitation of the activities of the regulated entity or its employees.

Federal and state regulators are devoting substantial attention to the mutual fund and variable annuity businesses. As a result of publicity relating to widespread perceptions of industry abuses, there have been numerous proposals for legislative and regulatory reforms, addressing issues which include, but are not limited to, the need for increased mutual fund governance and compliance practices, late trading, suitability of variable annuity products, directed brokerage and soft dollars, and new disclosure requirements concerning commission breakpoints, revenue sharing, shelf space, advisory fees, market timing, portfolio pricing, information about portfolio managers and other issues. It is difficult to predict at this time whether changes resulting from new laws and regulations will affect the industries or our asset management businesses, and, if so, to what degree.

Insurance Holding Company Regulation

LNC and its insurance subsidiaries are subject to regulation pursuant to the insurance holding company laws of the states of Indiana and New York. These insurance holding company laws generally require an insurance holding company and insurers that are members of such insurance holding company’s system to register with the insurance department authorities, to file with it certain reports disclosing information including their capital structure, ownership, management, financial condition, certain intercompany transactions, including material transfers of assets and intercompany business agreements, and to report material changes in that information. These laws also require that intercompany transactions be fair and reasonable and, under certain circumstances, prior approval of the insurance departments must be received before entering into an intercompany transaction. Further, these laws require that an insurer’s policyholders’ surplus following any dividends or distributions to shareholder affiliates be reasonable in relation to the insurer’s outstanding liabilities and adequate for its financial needs.

In general, under state holding company regulations, no person may acquire, directly or indirectly, a controlling interest in our capital stock unless such person, corporation or other entity has obtained prior approval from the applicable insurance commissioner for such acquisition of control. Pursuant to such laws, in general, any person acquiring, controlling or holding the power to vote, directly or indirectly, ten percent or more of the voting securities of an insurance company, is presumed to have “control” of such company. This presumption may be rebutted by a showing that control does not exist in fact. The insurance commissioner, however, may find that “control” exists in circumstances in which a person owns or controls a smaller amount of voting securities. To obtain approval from the insurance commissioner of any acquisition of control of an insurance company, the proposed acquirer must file with the applicable commissioner an application containing information regarding: the identity and background of the acquirer and its affiliates; the nature, source and amount of funds to be used to carry out the acquisition; the financial statements of the acquirer and its affiliates; any potential plans for disposition of the securities or business of the insurer; the number and type of securities to be acquired; any contracts with respect to the securities to be acquired; any agreements with broker-dealers; and other matters.

Other jurisdictions in which our insurance subsidiaries are licensed to transact business may have similar or additional requirements for prior approval of any acquisition of control of an insurance or reinsurance company

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licensed or authorized to transact business in those jurisdictions. Additional requirements in those jurisdictions may include re-licensing or subsequent approval for renewal of existing licenses upon an acquisition of control. As further described below, laws that govern the holding company structure also govern payment of dividends to us by our insurance subsidiaries.

Restrictions on Subsidiaries’ Dividends and Other Payments

We are a holding company that transacts substantially all of our business directly and indirectly through subsidiaries. Our primary assets are the stock of our operating subsidiaries. Our ability to meet our obligations on our outstanding debt and to pay dividends and our general and administrative expenses depends on the surplus and earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us.

Under Indiana laws and regulations, our Indiana insurance subsidiaries, including our primary insurance subsidiary, LNL, may pay dividends to LNC only from earned surplus and must receive prior approval of the Indiana Insurance Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding twelve consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of (i) 10% of the insurer’s policyholders’ surplus, as shown on its last annual statement on file with the Indiana Insurance Commissioner or (ii) the insurer’s statutory net gain for the previous twelve months, but in no event to exceed statutory earned surplus. Indiana law gives the Indiana Insurance Commissioner broad discretion to disapprove requests for dividends in excess of these limits.

As stated above, LNL is also an authorized insurer in the state of New York. As a result, it is also subject to the regulatory requirements that the state of New York imposes upon authorized insurers. These regulations include reserve requirements, which differ from Indiana’s requirements. The New York regulations require LNL to report more reserves to the state of New York. As a result, the level of statutory surplus that LNL reports to New York is less than the statutory surplus reported to Indiana and the National Association of Insurance Commissioners (“NAIC”). If New York requires us to maintain a higher level of capital to remain an authorized insurer in New York, LNL’s ability to pay dividends to LNC could be constrained. However, we do not expect the recent amendments to constrain LNL’s ability to pay dividends during 2005. For further information on the ability of our subsidiaries to pay dividends to us, see “Review of Consolidated Financial Position” in the MD&A.

Indiana law also provides that following the payment of any dividend, the insurer’s policyholders’ surplus must be reasonable in relation to its outstanding liabilities and adequate for its financial needs, and permits the Indiana Insurance Commissioner to bring an action to rescind a dividend which violates these standards. In the event that the Indiana Insurance Commissioner determines that the policyholders’ surplus of one subsidiary is inadequate, the Commissioner could use his or her broad discretionary authority to seek to require us to apply payments received from another subsidiary for the benefit of that insurance subsidiary. For information regarding dividends paid to us during 2004 from our insurance subsidiaries, see “Review of Consolidated Financial Condition—Sources of Liquidity and Cash Flow” in our MD&A.

Lincoln UK’s insurance subsidiaries are regulated by the UK Financial Services Authority (“FSA”) and are subject to capital requirements as defined by the U.K. Required Minimum Solvency Margin (RMSM). Lincoln UK targets maintaining approximately 1.5 to 2.0 times the required capital as prescribed by the regulatory margin. Effective January 1, 2005, all insurance companies operating in the U.K have to complete a risk-based capital assessment to demonstrate to the FSA that they hold sufficient capital to cover their risks. Risk-based capital requirements in the U.K. are different than the NAIC risk-based capital (“RBC”). As is the case with regulated insurance companies in the U.S., changes to regulatory capital requirements could impact the dividend capacity of our U.K. insurance subsidiaries and cash flow to the holding company.

Risk-Based Capital

The NAIC has adopted risk-based capital requirements for life insurance companies to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks such as asset quality, asset

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and liability matching, loss reserve adequacy and other business factors. Under RBC requirements, regulatory compliance is determined by the ratio of a company’s total adjusted capital, as defined by the NAIC, to its authorized control level of RBC (known as the RBC ratio), also as defined by the NAIC.

Four levels of regulatory attention may be triggered if the RBC ratio is insufficient:

At December 31, 2004, the RBC ratios of LNL, First Penn and LLANY reported to their respective states of domicile and the NAIC were 338%, 452% and 789%, respectively.

We believe that we will be able to maintain the RBC ratios of our insurance subsidiaries in excess of “Company action level” through prudent underwriting, claims handling, investing and capital management. However, no assurances can be given that developments affecting the insurance subsidiaries, many of which could be outside of our control, including but not limited to changes in the regulatory environment, including changes to the manner in which the RBC ratio is calculated, economic conditions and competitive conditions in the jurisdictions in which we write business, will not cause the RBC ratios to fall below required levels resulting in a corresponding regulatory response.

For example, the New York State Insurance Department reserve requirements, including the recent amendments mentioned above governing New York authorized insurers, will have a negative effect on LNL’s capital and surplus levels reported to the New York State Insurance Department. However, we believe that we will be able to maintain such levels of capital and surplus reported to New York that LNL will remain an authorized insurer. Furthermore, the NAIC recently proposed amendments to Actuarial Guideline 38—Application of the Valuation of Life Insurance Policies Model Regulation (“AG38”). AG38 was effective for UL policies sold beginning in 2003 and revised the method used to calculate statutory reserves for UL policies with secondary guarantees, such as are established under our LPR.

The NAIC and the Life and Health Actuarial Task Force are also considering new requirements for calculating the RBC and reserves in connection with variable annuity products with death and living benefit guarantees. There are still significant issues outstanding that make it difficult for us to evaluate the effect of the proposed requirements on the statutory capital and surplus of our insurance subsidiaries. However, the adoption of the new requirements, potentially effective beginning with financial statements as of December 31, 2005, may require significant increases in required surplus and statutory reserves supporting variable annuities. If so, the new requirements would have the effect of lowering the RBC ratios of our insurance subsidiaries.

EMPLOYEES

As of December 31, 2004, we had a total of 5,441 employees. None of our employees are represented by a labor union, and we are not a party to any collective bargaining agreements. We consider our employee relations to be good.

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AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including LNC, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

We also make available, free of charge, on or through our Internet website (http://www.lfg.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

RISK FACTORS

If future policy benefits and claims exceed our insurance and annuity premiums and reserves, our financial results would be adversely affected.

Our reserves for future policy benefits and claims may prove to be inadequate. We establish and carry, as a liability, reserves based on estimates by actuaries of how much we will need to pay for future benefits and claims. For our life insurance and annuity products, we calculate these reserves based on many assumptions and estimates, including estimated premiums we will receive over the assumed life of the policy, the timing of the event covered by the insurance policy, the amount of benefits or claims to be paid and the investment returns on the assets we purchase with the premiums we receive. The assumptions and estimates we use in connection with establishing and carrying our reserves are inherently uncertain. Accordingly, we cannot determine with precision the ultimate amounts that we will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level we assume prior to payment of benefits or claims. If our actual experience is different from our assumptions or estimates, our reserves may prove to be inadequate in relation to our estimated future benefits and claims. As a result, we would incur a charge to our earnings in the quarter in which we increase our reserves.

Because the equity markets impact our profitability, equity market declines may also negatively affect our business and profitability.

Our profitability has benefited from strong equity markets in 2003 and 2004. The fee revenue that we earn on equity-based variable annuities, unit-linked accounts, variable universal life insurance policies and investment advisory business, is based upon account values. Because strong equity markets result in higher account values, strong equity markets positively affect our net income through increased fee revenue. In addition, the increased fee revenue resulting from strong equity markets increases the expected gross profits (“EGPs”) from variable insurance products. As a result, the higher EGPs may result in lower net amortized costs related to deferred acquisition costs (“DAC”), deferred sales inducements (“DSI”), the present value of in-force business (“PVIF”) acquired expenses and deferred front-end sales loads (“DFEL”) associated with those products. For more information on DAC, DSI, PVIF and DFEL amortization, see “Critical Accounting Policies” in the MD&A. Finally, the amount of reserves related to the guaranteed minimum death benefits for variable annuities is tied to the difference between the value of the underlying accounts and the guaranteed death benefit, which is affected by the equity markets. Accordingly, strong equity markets will decrease the amount of GMDB reserves that we carry.

Conversely, a weakening of the equity markets results in lower fee income and, depending upon the significance of the drop in the equity markets, may result in higher net expenses associated with DAC, DSI, PVIF and DFEL. Both lower fee income and higher net expenses may have a material adverse effect on our results of

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operations and capital resources. Furthermore, a decrease in the equity markets will increase the net amount at risk under the guaranteed minimum death benefit, which has the effect of increasing the amount of GMDB reserves that we carry. As a result, if such reserves are not reasonable in relation to our expected liabilities for GMDBs, we may have to increase the level of the GMDB reserves. Such an increase in reserves would result in a charge to our earnings in the quarter in which we increase our reserves to bring them within a reasonable range of our estimated future liabilities related to the GMDB guarantees.

Because the profitability of our fixed annuity and interest-sensitive whole life, universal life and fixed portion of variable universal life insurance business depends in part on interest rate spreads, interest rate fluctuations could negatively affect our profitability.

Changes in interest rates may reduce both our profitability from spread businesses and our return on invested capital. Some of our products, principally fixed annuities and interest-sensitive whole life, universal life and the fixed portion of variable universal life insurance, expose us to the risk that changes in interest rates will reduce our “spread”, or the difference between the amounts that we are required to pay under the contracts and the amounts we are able to earn on our general account investments intended to support our obligations under the contracts. Declines in our spread from these products could have a material adverse effect on our businesses or results of operations.

In periods of increasing interest rates, we may not be able to replace the assets in our general account with higher yielding assets needed to fund the higher crediting rates necessary to keep our interest sensitive products competitive. We therefore may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts and related assets. In periods of declining interest rates, we have to reinvest the cash we receive as interest or return of principal on our investments in lower yielding instruments then available. Moreover, borrowers may prepay fixed-income securities, commercial mortgages and mortgage-backed securities in our general account in order to borrow at lower market rates, which exacerbates this risk. Because we are entitled to reset the interest rates on our fixed rate annuities only at limited, pre-established intervals, and since many of our policies have guaranteed minimum interest or crediting rates, our spreads could decrease and potentially become negative.

Increases in interest rates may cause increased surrenders and withdrawals of insurance products. In periods of increasing interest rates, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may increase as policyholders seek to buy products with perceived higher returns. This process may lead to a flow of cash out of our businesses. These outflows may require investment assets to be sold at a time when the prices of those assets are lower because of the increase in market interest rates, which may result in realized investment losses. A sudden demand among consumers to change product types or withdraw funds could lead us to sell assets at a loss to meet the demand for funds. In addition, unanticipated withdrawals and terminations also may require us to accelerate the amortization of DAC. This would increase our current expenses.

A downgrade in our claims-paying 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.

Nationally recognized rating agencies rate the financial strength of our principal insurance subsidiaries and the debt of LNC. Ratings are not recommendations to buy our securities. Please see “Ratings” beginning on page 17 for a complete description of our ratings.

Our claims-paying ratings, which are intended to measure our ability to meet policyholder obligations, are an important factor affecting public confidence in most of our products and, as a result, our competitiveness. The interest rates we pay on our borrowings are largely dependent on our credit ratings. Each of the rating agencies reviews its ratings periodically, and our current ratings may not be maintained in the future. A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our competitive position in the insurance industry and make it more difficult for us to market our products as potential customers may select

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companies with higher financial strength ratings. This could lead to a decrease in fees as outflows of assets increase, and therefore, result in lower fee income. Furthermore, sales of assets to meet customer withdrawal demands could also result in losses, depending on market conditions. A downgrade of our debt ratings could affect our ability to raise additional debt with terms and conditions similar to our current debt, and accordingly, likely increase our cost of capital. In addition, a downgrade of these ratings could make it more difficult to raise capital to refinance any maturing debt obligations, to support business growth at our insurance subsidiaries and to maintain or improve the current financial strength ratings of our principal insurance subsidiaries described above.

A drop in the rankings of the mutual funds that we manage as well as a loss of key portfolio managers could result in lower advisory fees.

While mutual funds are not rated, per se, many industry periodicals and services, such as Lipper, provide rankings of mutual fund performance. Under “—Investment Management,” we have disclosed the number of our 25 largest retail mutual funds (based on assets under management), as well as all of our retail mutual funds, that rank in the top half of their Lipper category for the one-, three- and five-year periods ended December 31, 2004. These rankings often have an impact on the decisions of customers regarding which mutual funds to invest in. If the rankings of the mutual funds for which we provide advisory services decrease materially, the funds’ assets may decrease as customers leave for funds with higher performance rankings. Similarly, a loss of our key portfolio managers who manage mutual fund investments could result in poorer fund performance, as well as customers leaving these mutual funds for new mutual funds managed by the portfolio managers. Any loss of fund assets would decrease the advisory fees that we earn from such mutual funds, which are generally tied to the amount of fund assets and performance. This would have an adverse effect on our results of operations.

Our businesses are heavily regulated and changes in regulation may reduce our profitability.

Our insurance subsidiaries are subject to extensive supervision and regulation in the states in which we do business. The supervision and regulation relate to numerous aspects of our business and financial condition. The primary purpose of the supervision and regulation is the protection of our insurance policyholders, and not our investors. The extent of regulation varies, but generally is governed by state statutes. These statutes delegate regulatory, supervisory and administrative authority to state insurance departments. This system of supervision and regulation covers, among other things:

The regulations of the state insurance departments may affect the cost or demand for our products and may impede us from taking actions we might wish to take to increase our profitability. For example, on December 29, 2004, the New York State Insurance Department promulgated, as an emergency measure, amendments to its regulations governing the valuation of life insurance reserves for New York authorized insurers issuing certain

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life insurance policies. Specifically, the amendments apply to life insurance policies providing secondary guarantees, such as policies with our LPR (as discussed above), that allow those policies to remain in force at the original schedule of benefits, even if the policy’s cash value is depleted, as long as the contractual requirements to maintain the secondary guarantee are satisfied. The amendments apply retroactively to policies issued on or after January 1, 2003. We do not currently expect these changes to affect LNL’s ability to continue as an accredited reinsurer in New York. However, although we continue to examine various alternatives to mitigate the impact of New York’s statutory reserve requirements, they may constrain LNL’s ability to pay dividends to LNC and may result in an increase in the cost of LPR products.

Further, we may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of the laws and regulations, which may change from time to time. Also, regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or impose substantial fines. Further, insurance regulatory authorities have relatively broad discretion to issue orders of supervision, which permit such authorities to supervise the business and operations of an insurance company. As of December 31, 2004, no state insurance regulatory authority had imposed on us any substantial fines or revoked or suspended any of our licenses to conduct insurance business in any state or issued an order of supervision with respect to our insurance subsidiaries, which would have a material adverse effect on our results of operations or financial condition.

In addition, LFA and LFD as well as our variable annuities and variable life insurance products are subject to regulation and supervision by the SEC and the NASD. Our Investment Management segment, like other investment management groups, is subject to regulation and supervision by the SEC, NASD, MSRB, the Pennsylvania Department of Banking and jurisdictions of the states, territories and foreign countries in which they are licensed to do business. Lincoln U.K. is subject to regulation by the Financial Services Authority (“FSA”) in the U.K. These laws and regulations generally grant supervisory agencies and self-regulatory organizations broad administrative powers, including the power to limit or restrict the subsidiaries from carrying on their businesses in the event that they fail to comply with such laws and regulations.

Many of the foregoing regulatory or governmental bodies have the authority to review our products and business practices and those of our agents and employees. In recent years, there has been increased scrutiny of our businesses by these bodies, which has included more extensive examinations, regular “sweep” inquiries and more detailed review of disclosure documents. These regulatory or governmental bodies may bring regulatory or other legal actions against us if, in their view, our practices, or those of our agents or employees, are improper. These actions can result in substantial fines, penalties or prohibitions or restrictions on our business activities and could have a material adverse effect on our business, results of operations or financial condition.

For further information on regulatory matters relating to us, see “Regulatory Matters” above.

Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm our businesses.

There continues to be a significant amount of federal and state regulatory activity in the industry relating to numerous issues including market timing and late trading of mutual funds and variable annuity products and broker-dealer access agreements. Like others in the industry, we have received related inquiries including requests for information and/or subpoenas from various authorities including the SEC, NASD, the New York Attorney General and other authorities. We are in the process of responding to these inquiries and continue to cooperate fully with such authorities. In addition, we are, and in the future may be, subject to legal actions in the ordinary course of our insurance and investment management operations, both domestically and internationally. Pending legal actions include proceedings relating to aspects of our businesses and operations that are specific to us, and proceedings that are typical of the businesses in which we operate. Some of these proceedings have been brought on behalf of various alleged classes of complainants. In certain of these matters, the plaintiffs are seeking

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large and/or indeterminate amounts, including punitive or exemplary damages. Substantial legal liability in these or future legal or regulatory actions could have a material financial effect or cause significant harm to our reputation, which in turn could materially harm our business prospects.

Changes in federal income tax law could make some of our products less attractive to consumers and increase our tax costs.

The Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) as well as the Jobs and Growth Tax Relief Reconciliation Act of 2003 contain provisions that will, over time, significantly lower individual tax rates. This will have the effect of reducing the benefits of deferral on the build-up of value of annuities and life insurance products. EGTRRA also includes provisions that will eliminate, over time, the estate, gift and generation-skipping taxes and partially eliminate the step-up in basis rule applicable to property held in a decedent’s estate. Many of these provisions expire in 2008 and 2010, unless extended. The Bush Administration has proposed that many of the foregoing rate reductions be made permanent, as well as several tax-favored savings initiatives, such as the elimination of the estate tax, that, if enacted by Congress, could also adversely affect the sale of our annuity, life and tax-qualified retirement products and increase the surrender of such products. Although we cannot predict the overall effect on the sales of our products of the tax law changes included in these Acts, some of these changes might hinder our sales and result in the increased surrender of insurance products.

Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our businesses or result in losses.

We have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective. Many of our methods of managing risk and exposures are based upon our use of observed historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than the historical measures indicate. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective.

Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations and pay future dividends.

We are a holding company, and we have no direct operations. Our principal asset is the capital stock of our insurance and investment management subsidiaries. Our ability to meet our obligations for payment of interest and principal on outstanding debt obligations and to pay dividends to shareholders and corporate expenses depends upon the surplus and earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us. Payments of dividends and advances or repayment of funds to us by our subsidiaries are restricted by the applicable laws of their respective jurisdictions, including laws establishing minimum solvency and liquidity thresholds. Changes in these laws, such as New York State amendments to its statutory reserve requirements, can constrain the ability of our subsidiaries to pay dividends or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt obligations and corporate expenses.

We face a risk of non-collectibility of reinsurance, which could materially affect our results of operations.

We follow the insurance practice of reinsuring with other insurance and reinsurance companies a portion of the risks under the policies written by our insurance subsidiaries (known as ceding). At the end of 2004, we have

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ceded approximately $236.9 billion of life insurance in-force to reinsurers for reinsurance protection. Although reinsurance does not discharge our subsidiaries from their primary obligation to pay policyholders for losses insured under the policies we issue, reinsurance does make the assuming reinsurer liable to the insurance subsidiaries for the reinsured portion of the risk. As of December 31, 2004, we had $7.1 billion of reinsurance receivables from reinsurers for paid and unpaid losses, for which they are obligated to reimburse us under our reinsurance contracts. Of this amount, $4.4 billion, at December 31, 2004, is due from Swiss Re and relates to the sale of our reinsurance business to Swiss Re in 2001 through an indemnity reinsurance agreement. During 2004, Swiss Re funded a trust for $2.0 billion to support this business. In addition, should Swiss Re Life & Health America Inc. (“SRLHA”) financial strength ratings drop below either S&P AA- or AM Best A or their NAIC risk based capital ratio fall below 250%, assets equal to the reserves supporting business reinsured must be placed into a trust according to pre-established asset quality guidelines. Furthermore, approximately $1.6 billion of the Swiss Re treaties are funds-withheld structures where we have a right of offset on assets backing the reinsurance receivables. For more information on the Swiss Re transaction, see “Overview—Acquisitions and Divestitures” above. The balance of the reinsurance is due from a diverse group of reinsurers. The collectibility of reinsurance is largely a function of the solvency of the individual reinsurers. We perform annual credit reviews on our reinsurers, focusing on, among other things, financial capacity, stability, trends and commitment to the reinsurance business. We also require assets in trust, letters of credit or other acceptable collateral to support balances due from reinsurers not authorized to transact business in the applicable jurisdictions. Despite these measures, a reinsurer’s insolvency, inability or unwillingness to make payments under the terms of a reinsurance contract, especially Swiss Re, could have a material adverse effect on our results of operations and financial condition.

Significant adverse mortality experience may result in the loss of, or higher prices for, reinsurance.

We reinsure approximately 85% to 90% of the mortality risk on newly issued life insurance contracts. Our current policy is to retain no more than $5.0 million on a single insured life issued on fixed and variable universal life insurance contracts. Additionally, the retention per single insured life for term life insurance and for Corporate Owned Life Insurance (COLI) is $1 million and $2 million, respectively. These retention limits are reviewed regularly for continued appropriateness and may be changed in the future. If we were to experience significant adverse mortality experience, this would be passed to our reinsurers. As a result, some or all of our reinsurers may not renew our reinsurance or may significantly raise reinsurance premiums. If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would either have to be willing to accept an increase in our net exposures or revise our pricing to reflect higher reinsurance premiums. If this were to occur, we may be exposed to reduced profitability and cash flow strain or we may not be able to price new business at competitive rates.

We may be unable to attract and retain sales representatives and other employees, particularly financial advisors.

We compete to attract and retain financial advisors, portfolio managers and other employees, as well as independent distributors of our products. Intense competition exists for persons and independent distributors with demonstrated ability. We compete with other financial institutions primarily on the basis of our products, compensation, support services and financial position. Sales in our businesses and our results of operations and financial condition could be materially adversely affected if we are unsuccessful in attracting and retaining financial advisors, portfolio managers and other employees, as well as independent distributors of our products. For example, in 2005, we are changing the compensation structure for LFA’s financial advisors. Although we believe the new compensation structure will benefit us, our policyholders and our planners, if a significant number of financial advisors terminate their affiliation with us, it could have a negative impact on our sales and ability to retain existing in-force business.

Our sales representatives are not captive and may sell products of our competitors.

We sell our annuity and life insurance products through independent sales representatives. These representatives are not captive, which means they may also sell our competitors’ products. If our competitors

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offer products that are more attractive than ours, or pay higher commission rates to the sales representatives than we do, these representatives may concentrate their efforts in selling our competitors’ products instead of ours.

Intense competition could negatively affect our ability to maintain or increase our profitability.

Our businesses are intensely competitive. We compete based on a number of factors including name recognition, service, the quality of investment advice, investment performance, product features, price, perceived financial strength, and claims-paying and credit ratings. Our competitors include insurers, broker-dealers, financial advisors, asset managers and other financial institutions. A number of our business units face competitors that have greater market share, offer a broader range of products or have higher claims-paying or credit ratings than we do.

In recent years, there has been substantial consolidation and convergence among companies in the financial services industry resulting in increased competition from large, well-capitalized financial services firms. Many of these firms also have been able to increase their distribution systems through mergers or contractual arrangements. Furthermore, larger competitors may have lower operating costs and an ability to absorb greater risk while maintaining their financial strength ratings, thereby allowing them to price their products more competitively. We expect consolidation to continue and perhaps accelerate in the future, thereby increasing competitive pressure on us.

Losses due to defaults by others could reduce our profitability or negatively affect the value of our investments.

Third parties that owe us money, securities or other assets may not pay or perform their obligations. These parties include the issuers whose securities we hold, borrowers under the mortgage loans we make, customers, trading counterparties, counterparties under swaps and other derivative contracts, reinsurers and other financial intermediaries. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure, corporate governance issues or other reasons. A downturn in the U.S. and other economies could result in increased impairments.

Item 2. Properties

LNC and the various operating businesses own or lease approximately 2.5 million square feet of office space. The governance group for LNC, the Investment Management segment, LFD and LFA lease 0.4 million square feet of office space in Philadelphia, Pennsylvania. The operating units in the Fort Wayne, Indiana area lease 0.8 million square feet. Also, businesses operating in the Chicago, Illinois metro area; Hartford, Connecticut and the United Kingdom own or lease another 0.4 million square feet of office space. An additional 1.0 million square feet of office space is owned or leased in other U.S. cities for branch offices and other operations. As provided in Note 8 to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, the rental expense on operating leases for office space and equipment totaled $66.3 million for 2004. Office space rent expense accounts for $61.4 million of this total. This discussion regarding properties does not include information on investment properties.

Item 3. Legal Proceedings

LNC and its subsidiaries are involved in various pending or threatened legal proceedings, including purported class actions, arising from the conduct of business. In some instances, these proceedings include claims for unspecified or substantial punitive damages and similar types of relief in addition to amounts for alleged contractual liability or requests for equitable relief. After consultation with legal counsel and a review of available facts, it is management’s opinion that these proceedings ultimately will be resolved without materially affecting the consolidated financial position of LNC. See Note 8 to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for additional information.

Item 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of 2004, no matters were submitted to security holders for a vote.

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Executive Officers of the Registrant

Executive Officers of the Registrant as of February 28, 2005 were as follows:

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)    Stock Market and Dividend Information

The dividend on our common stock is declared each quarter by our Board of Directors. In determining dividends, the Board takes into consideration items such as our financial condition, including current and expected earnings, projected cash flows and anticipated financing needs. For potential restrictions on our ability to pay dividends, see “Item 7—MD&A—Review of Consolidated Financial Condition” and Note 8 to the Consolidated Financial Statements. The range of market prices and cash dividends declared by calendar quarter for the past two years are as follows:

Note: At December 31, 2004, the number of shareholders of record of LNC’s common stock was 9,706.

Exchanges: New York, Chicago and Pacific.

Stock Exchange Symbol: LNC

(b)    Not Applicable

(c)    Issuer Purchases of Equity Securities

The following table summarizes purchases of equity securities by the issuer during the quarter ended December 31, 2004:

(d)    Information on Equity Compensation Plans is in Item 12.

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Item 6. Selected Financial Data