SecProbe.io

July 31 , 2013

Via E -mail
Mr. Randal J. Freitag
Executive Vice President  and Chief Financial Officer
Lincoln National Corporation
150 N. Radnor Chester Road, Suite A305
Radnor, Pennsylvania    19087

Re:   Lincoln National Corporation
Form 10 -K for the Fis cal Year Ended December 31, 2012
Filed March 1 , 2013
File No. 001-06028

Dear Mr.  Freitag :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document.  In our comment s, we ask
you to provide us with information so we may better understand your dis closures.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response .  If you  do not
believe a comment applies to your facts and circumstances, please tell us  why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
responses to our comments.

After reviewing the information you provide in response to these comments , we may
have  additional comments  and/or reque st that you amend your filing.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Reinsurance, page 97

1. Please provide us the following information regarding your reinsurance counterparty risk :
 The factors considered, manner and frequency in which you monitor  the
concentration and financial strength ratings of y our principal reinsurers , with
explanation as to the ratings ;
 The nature and general terms of collateral arrangements with your reinsurers; and
 The name, rating and r ecoverable  amount  at December 31, 2012 for each of your
principal reinsurers.

Mr. Randal J. Freitag
Lincoln National Corporation
 July 31 , 2013
 Page 2

Liquidity  and Capital Resources, page 98

2. You disclose that changes in equity markets could affect the capital position of your
captive reinsurance subsidiaries and that you could decide to reallocate available capital
between your insurance subsidiaries and captives.  You state that you analyze t he use of
your existing captive reinsurance structures, as well as additional third -party reinsurance
arrangements, and  your current hedging strategies relative to managing the  effects of
equity markets and interest rates on the statutory reserves, statuto ry capital and the
dividend capacity of your life insurance subsidiaries.  Please tell us:
 The nature and the business purpose of transactions with captives. Explain whether
and if so, how you reinsure with these captives including whether, and if so, to what
extent, captives assume reinsurance from third parties to whom you ceded policies.
 The amount of captives’ obligations and the nature and amount of assets, guarantees,
letters of credit or promises that secure the captives’ obligations.  Tell us the na ture
and amount of  the parent holding company’s assets, guarantees, letters of credit or
promises  securing the captives’ obligations.
 The effects in your GAAP consolidated financial statements of transacting with
captives directly and, if applicable, indir ectly through third parties.
 Your consideration of disclosing the risks of employing your captives strategy.
 Any uncertainties associated with the continued use of this strategy and the expected
effects on your financial position and results of operati ons if you discontinue this
strategy.

Notes to Consolidated Financial Statements

Note 1:  Nature of Operations, Basis of Presentation and Summary of Significant Accounting
Policies
Summary of Significant Accounting Policies
Realized Gain (Loss), page 1 33

3. You disclose that realized gain (loss) is recognized in net income, net of associated
amortization of DAC, VOBA, DSI and DFEL.  Please tell us why it is appropriate to
reflect a portion of the amortization of those assets against realized gains/losses and
reference for us the authoritative literature you rely upon to support your accounting.  In
your response, tell us your consideration of ASC 944 -30-45-2 which specifically requires
the amortization  of deferred sales inducement assets to be charged as a  component of
benefits expense.

Note 20:  Statutory Information and Restrictions, page 185
4. Although you disclose on page 14 and elsewhere that your insurance subsidiaries
currently exceed the “company action level,” please provide us proposed revised
disclosure to be included in future periodic reports that  discloses the amount of statutory
capital and surplus necessary to satisfy regulatory requirements if significant in relation

Mr. Randal J. Freitag
Lincoln National Corporation
 July 31 , 2013
 Page 3

 to actual statutory capital and surplus, as required under ASC 944 -505-50-1b.  If not
significant, please clarify in the disclosure

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from takin g any action with respect to the  filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States .

You may contact Ibolya Ignat , Staff Accountant, at (202) 551 -3656 or Mark Brunhofer,
Senior Staff Accountant, at (202) 551 -3638  if you have questions regarding the comment s. In
this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

        /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant