Lincoln National Corporation (LNC)
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AGM 2015

May 21, 2015

William H. Cunningham
Chairman of the Board, Lincoln National Corporation

Good morning. I am Bill Cunningham, the Chairman of the Board of Lincoln National Corporation, and I will be chairing today's meeting. On behalf of the board, our management team, and employees, we're delighted that you have come to the 48th Annual Meeting of Shareholders of Lincoln National Corporation. I would also like to acknowledge those listening via webcast. I am pleased to convene the meeting. If you did not register or receive an agenda as you entered, would you please raise your hand? Has anyone been missed? The agenda sets forth the rules and procedures for today's meeting. As provided in the agenda, we will first conduct the formal business of the annual meeting as set forth in our notice of meeting and proxy statement and the notice of internet availability of those materials. After we adjourn the formal business of the meeting, Dennis R.

Glass, our President and Chief Executive Officer, will make a few remarks, after which there will be a question and answer period. At that time, we will invite you to ask questions on matters relating to the operations of Lincoln National Corporation. Today's meeting is being webcast and recorded. The audio recording of today's meeting will be available for replay through Monday, June 22nd, 2015. Should you need assistance during or after the meeting, please see one of the people at the registration desk. I would like to introduce the other members of our board of directors sitting in the audience today. Will each member please stand when your name is called? William J. Avery. Dennis R. Glass. George W. Henderson III. Eric G. Johnson. Gary C. Kelly. M. Leanne Lachman. Michael F. Mee. William Porter Payne. Patrick S. Pittard, and Isaiah Tidwell.

Will you please give our directors a hand? Representatives from our independent registered public accounting firm, Ernst & Young LLP, are also in the audience. Although they have declined to make a statement, they will be available to answer appropriate questions regarding the 2014 audit during the question and answer session later this morning. The Inspector of Elections for this meeting, Wells Fargo Shareholder Services, has in its possession an affidavit of mailing attesting to the mailing of the notice of meeting, proxy statement, proxy card, notice of internet availability, and annual report to shareholders. The Inspector of Elections has also reported that more than the majority of shares required for quorum, as specified in the bylaws, are present either in person or by proxy. Accordingly, a quorum is present. The meeting is in order to proceed.

I ask Charlie Brawley, Secretary of the Corporation, to serve as Secretary of this meeting. The list of shareholders entitled to notice of this annual meeting, as well as the minutes of our last annual meeting held May 22nd, 2014, are available for inspection by shareholders. As set forth in the meeting notice, there are three items to be voted on at this meeting. The first item to be considered today is the election of directors. The board has nominated George W. Henderson III, Eric G. Johnson, and M. Leanne Lachman, and Isaiah Tidwell as directors to serve for one-year terms to expire at the 2016 annual meeting or until their successors shall be elected and shall qualify. No other written notice of nomination was received by the Corporation Secretary in accordance with the bylaws. Mr. Brawley, do you have a motion relating to the election of directors?

Charles A. Brawley
Secretary of the Corporation, Lincoln National Corporation

Yes, Mr. Chairman. I move that Ms. Lachman and Mssrs. Henderson, Johnson, and Tidwell be nominated as members of the Board of Directors of Lincoln National Corporation for the term specified in the proxy statement.

William H. Cunningham
Chairman of the Board, Lincoln National Corporation

Is there a second? Second. The names of such persons have been placed in nomination, because the secretary has not received any notice of shareholder nominees, I declare the nominations are closed. The second item to be considered today is the ratification appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015. Mr. Brawley, do you have a motion relating to the ratification appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31st, 2015?

Charles A. Brawley
Secretary of the Corporation, Lincoln National Corporation

Yes, Mr. Chairman. I move that the ratification of the appointment of Ernst & Young be approved.

William H. Cunningham
Chairman of the Board, Lincoln National Corporation

Is there a second? Second. The last item to be considered today is a non-binding advisory resolution seeking approval of 2014 compensation for our named executive officers as described by the proxy statement. Mr. Brawley, would you introduce the motion?

Charles A. Brawley
Secretary of the Corporation, Lincoln National Corporation

Yes, Mr. Chairman. I move that the following resolution be adopted. Resolved that the shareholders approve the compensation of the executives of the company as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables regarding named executive officer compensation, and the accompanying narrative disclosure in the proxy statement for the 2015 annual meeting of shareholders.

William H. Cunningham
Chairman of the Board, Lincoln National Corporation

Is there a second? Second. Are there any questions relating specifically to the three items presented? Seeing no questions, let's proceed with voting. If you have already sent in your proxy, you do not have to take any further action as your proxy will be voted in the manner you directed. If you wish to vote in person, please raise your hand and keep it raised until the attendant has provided you a ballot. Remember, to vote at this meeting or change your vote, you must have been a shareholder of record on March 16th, 2015, or as a beneficial owner of such date with an appointment of an agent or proxy from the record owner. You should complete and sign the ballot. When you have marked and signed the ballot, please raise your hand so they may be collected. I see no one wishing to vote by ballot.

As there's no further business to come before the meeting, the polls will now close. Mr. Brawley, do you have the preliminary results of the voting?

Charles A. Brawley
Secretary of the Corporation, Lincoln National Corporation

Yes, Mr. Chairman. The Inspector of Elections has determined that based on the votes cast and received, that each of the directors has been elected. The appointment of Ernst & Young has been ratified, and the non-binding resolution approving the compensation of the named executive officers has been approved.

William H. Cunningham
Chairman of the Board, Lincoln National Corporation

Thank you. This now concludes the formal business of the meeting. I declare the meeting is adjourned. I would now like to turn to Dennis Glass, President and Chief Executive Officer of the Corporation, to give his remarks about the performance of the Corporation since our last annual meeting.

Dennis R. Glass
President and CEO, Lincoln National Corporation

Thank you, Mr. Chairman, and good morning, and thank you for joining us today at Lincoln National Corporation's 2015 Annual Meeting of Shareholders. A special thank you to those shareholders joining us here in the audience, as well as to everyone participating via webcast. We appreciate your interest and your investment in our company. I'm joined here today by our board of directors. On behalf of Lincoln's employees, I offer my sincere appreciation to each of you. Your hard work and dedication, coupled with your vast experience, results in endless contributions. You are great stewards for our shareholders, and thank you. Lastly, to my senior management team and the over 9,000 Lincoln employees, your tireless work effort continues to deliver innovative solutions to meet our customer needs and drive positive outcomes for all our key stakeholders.

As I continue my remarks, let me remind you that my comments may contain forward-looking statements and references to non-GAAP measures. Please refer to our earnings information in the IR section of our website for cautionary statements and GAAP reconciliation. Well, 2014 was another very good year for Lincoln, and our positive results continue to reward our shareholders. Let's look at our report card. Our share price closed yesterday above $59, which is up 22% since our shareholder meeting last year. Also of note is that our share price appreciation over the last three years, ending 2014, was up 197%, nearly doubling the 99% gain of our peer group. We also benefited shareholders by increasing our stock dividend this year by 25%, the fifth straight year that we have increased the dividend. We are proud our consistent results continue to a multi-year track record of rewarding our shareholders.

Our share price performance last year can be explained by our strong operating results as many key financial metrics reached record levels. Importantly, we remain optimistic as we look forward. In 2014, our operating earnings per share of $6.03 reached a record level, up 20% for the full year. Operating revenue of $13.7 billion reached a record level. Positive consolidated net flows in every quarter of 2014 and favorable equity markets drove assets under management to $218 billion, another record. Other notable items include operating return on equity, excluding AOCI, was 13%, up 100 basis points over the prior year. Book value per share, excluding AOCI, increased to $49, up 9%. Statutory capital as of year-end of nearly $9 billion was also a record amount. Our strong results are a testament of our unwavering focus on consistent improvement in key business strategies.

Looking forward, our positive momentum, coupled with our solid capital base, affords us the opportunity to advance these strategies further, which will drive long-term sustainable growth in our four business segments: Life Insurance, Annuities, Retirement Plan Services, and Group Protection. As a reminder, our core strategies center around the following: maximize our competitive advantage and distribution, maintain leading market positions while expanding into new markets, offer deep and innovative retail product solutions, target the fastest-growing industry segments, and actively manage our capital. While low interest rates and the evolving regulatory environment present some challenges and headline noise, we continue to focus on items we can control.

In fact, I believe we are in a strong position relative to our peers as we are not distracted by precarious runoff closed blocks, our 100% domestic footprint better protects us from global macro uncertainty and currency headwinds, and we are not in the crosshairs of dual regulation. Let me provide a bit more context on our key strategies. First, we will leverage our powerful distribution to maintain market-leading positions while expanding into new markets. Lincoln's distribution franchise remains our engine as retail, wholesale, and work site teams continue to deliver outstanding results. Over 63,000 producers chose to sell Lincoln products last year, and our consistent presence in key markets affords us the opportunity to further expand distribution partners, tilt our product mix when necessary, and methodically grow our sales. Next, we have and remain committed to a deep and innovative product portfolio.

All our products are priced for the low interest rate environment, and we are achieving very attractive returns on a diversified mix of business. We will continue to bring well-priced, innovative solutions to the market that respond to customer needs and drive long-term profitable growth to Lincoln. We are focused on markets where we see greater growth potential. Favorable shifts in demographics and the frame of traditional government and corporate safety nets creates attractive growth opportunities in select markets. We will capitalize on these opportunities with the mid-large government and healthcare market in RPS, employee paid products and Group Protection, and our Investor Advantage product in Annuities, as a few examples. Also, we remain steadfast in our commitment to reduce the amount of long-term guarantees in our sales mix and increase the amount of earnings derived from products that have mortality and morbidity-based risk.

We believe these two actions, when achieved over time, will improve our earnings and product risk profile and strengthen our share price. A recovery in earnings from Group Protection, which is the one area where we remain disappointed in our results, will aid in these initiatives. We are confident that we are taking the necessary actions in Group to restore profitability, including aggressive rate increases and integrating our new claim system. Capital generation and deployment remains key to our story as we continue to actively manage capital. In 2014, we repurchased $650 million of Lincoln stock, and as I noted upfront, increased our dividend by 25%. With a strong risk-based capital ratio and further capital generation, absent changes in market conditions, we see buybacks increasing in 2015 and remaining an important part of our story as we continue to see value in buying our stock.

Stock buybacks, combined with our focus on maintaining a competitive dividend, will and should continue to help create shareholder value. Let me close my comments today by again saying we remain optimistic about the outlook for Lincoln, and are confident our dedicated employees will drive further momentum in our key business strategies. Thank you again for your interest, and importantly, your investment in Lincoln. Now let me turn the meeting back over to Bill.

William H. Cunningham
Chairman of the Board, Lincoln National Corporation

Thank you very much. Are there any questions? We stand adjourned. Thank you for coming.