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v3.25.2

Debt | 6 Months Ended
--- | ---
Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt Changes in debt (in millions) were as follows:
| For the Six Months Ended June 30,
| 2025
Balance as of beginning-of-year | $ | 6,156 |
Issuance of 2.330% Senior Notes, due 2030 | 500 |
Repayment of 3.35% Senior Notes, due 2025 | (300) |
Early extinguishment of senior notes: |
3.05% notes, due 2030 | (34) |
4.35% notes, due 2048 | (129) |
4.375% notes, due 2050 | (136) |
Early extinguishment of subordinated notes: |
Variable rate, due 2066 | (97) |
Variable rate, due 2067 | (97) |
Early extinguishment of capital securities: |
Variable rate, due 2066 | (21) |
Variable rate, due 2067 | (5) |
Unamortized premiums (discounts) | (80) |
Unamortized debt issuance costs | 1 |
Unamortized adjustments from discontinued hedges | (8) |
Fair value hedge on interest rate swap agreements | 17 |
Balance as of end-of-period | $ | 5,767 |
Details underlying the recognition of a gain (loss) on the early extinguishment of debt (in millions) reported within interest expense on our Consolidated Statements of Comprehensive Income (Loss) were as follows:
| For the Six
| Months Ended
| June 30,
| 2025
Principal balance outstanding prior to repurchase (1) | $ | 519 |
Unamortized debt issuance costs and discounts | (4) |
Amount paid to repurchase debt | (421) |
Gain (loss) on early extinguishment of debt, pre-tax | $ | 94 |
(1) In May 2025, pursuant to a tender offer, we repurchased $34 million of our 3.05% Senior Notes due 2030, $129 million of our 4.35% Senior Notes due 2048, $136 million of our 4.375% Senior Notes due 2050, $97 million of our Subordinated Notes due 2066, $97 million of our Subordinated Notes due 2067, $21 million of our Capital Securities due 2066 and $5 million of our Capital Securities due 2067. Facility Agreements for Senior Notes Issuances Trust I Facility Agreement On August 18, 2020, LNC entered into a 10-year facility agreement (the “Trust I Facility Agreement”) with Belrose Funding Trust, a Delaware statutory trust (“Trust I”), in connection with Trust I’s sale of $500 million of its Pre-Capitalized Trust Securities Redeemable August 15, 2030, (the “2030 P-Caps”) in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Trust I invested the proceeds from the sale of the 2030 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Trust I Eligible Assets”). The Trust I Facility Agreement provided LNC the right to issue to Trust I, and to require Trust I to purchase from LNC, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $500 million of LNC’s 2.330% Senior Notes due 2030 (the “2.330% Senior Notes”) in exchange for a corresponding amount of the Trust I Eligible Assets. In return, LNC paid Trust I a semi-annual facility fee at a rate of 1.691% per year (applied to the unexercised portion of the issuance right) and reimbursed Trust I for its expenses. On May 13, 2025, LNC exercised in full its issuance right under the Trust I Facility Agreement and on May 15, 2025, LNC issued $500 million aggregate principal amount of the 2.330% Senior Notes to Trust I in exchange for the Trust I Eligible Assets. In connection with the exercise of its issuance right, LNC waived its right to repurchase the 2.330% Senior Notes and directed the trustee of Trust I to dissolve Trust I and deliver the 2.330% Senior Notes to the beneficial holders of the 2030 P-Caps pro rata in respect of each 2030 P-Cap. On May 20, 2025, Trust I was dissolved and The Depository Trust Company distributed the 2.330% Senior Notes to the beneficial holders of the 2030 P-Caps pro rata in respect of each 2030 P-Cap. We recognized the 2.330% Senior Notes on our Consolidated Balance Sheets as of June 30, 2025, which reflects the $418 million fair value of the Trust I Eligible Assets received. The net proceeds from the issuance of the 2.330% Senior Notes and subsequent sale of the Trust I Eligible Assets were used to early extinguish long-term debt during the second quarter of 2025 pursuant to a tender offer. Trust II Facility Agreement On May 20, 2025, LNC entered into a 30-year facility agreement (the “Trust II Facility Agreement”) with Belrose Funding Trust II, a Delaware statutory trust (“Trust II”), in connection with Trust II’s sale of $1.0 billion of its Pre-Capitalized Trust Securities Redeemable May 15, 2055, (the “2055 P-Caps”) in a private placement pursuant to Rule 144A under the Securities Act. Trust II invested the proceeds from the sale of the 2055 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Trust II Eligible Assets”). The Trust II Facility Agreement provides LNC the right to issue to Trust II, and to require Trust II to purchase from LNC, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $1.0 billion of LNC’s 6.792% Senior Notes due 2055 (the “6.792% senior notes”) in exchange for a corresponding amount of the Trust II Eligible Assets. LNC may direct Trust II to grant all or a portion of the issuance right to one or more assignees (who are LNC’s consolidated subsidiaries or persons to whom LNC or any such consolidated subsidiary has an obligation or liability) (each, an “Issuance Right Assignee”) who may cause a corresponding portion of the 6.792% senior notes to be issued to Trust II and receive the corresponding Trust II Eligible Assets that would otherwise have been delivered to LNC pursuant to the exercise of the issuance right. The 6.792% senior notes will not be issued unless and until the issuance right is exercised. In return, LNC pays Trust II a semi-annual facility fee at a rate of 1.888% per year (applied to the unexercised portion of the issuance right) and reimburses Trust II for its expenses. The issuance right will be exercised automatically in full upon (1) LNC’s failure to make certain payments to Trust II, such as the facility fee or payments for Trust II’s expenses, or failure to purchase and pay for any defaulted Trust II Eligible Assets that LNC is required to purchase at their face amount from Trust II pursuant to the Trust II Facility Agreement, in each case if the failure is not cured within 30 days, or (2) certain bankruptcy events involving LNC. LNC is also required to exercise the issuance right in full if it reasonably believes that its consolidated stockholders’ equity (excluding AOCI and equity of noncontrolling interests attributable thereto) has fallen below a minimum threshold (which was $2.75 billion as of June 30, 2025, and is subject to adjustment from time to time in certain cases), if an event of default under the indenture governing the 6.792% senior notes has occurred or would have occurs, and upon certain other events described in the Trust II Facility Agreement. Prior to any involuntary exercise of the issuance right, LNC has the right to repurchase the 6.792% senior notes then outstanding and held by Trust II, in whole or in part, in exchange for principal and/or interest strips of U.S. Treasury securities, and may exercise or assign the issuance right with respect to the repurchased 6.792% senior notes at a later date. Additionally, LNC may redeem any outstanding 6.792% senior notes, in whole or in part, prior to their maturity. Prior to November 15, 2054, the redemption price will equal the greater of par and a make-whole redemption price. On or after November 15, 2054, any outstanding 6.792% senior notes may be redeemed at par.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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