SEC Company Response from LINCOLN NATIONAL CORP (LNC, LNC-PD) (CIK 0000059558) (LNC) — Jan 22, 2010
LINCOLN NATIONAL CORP (LNC, LNC-PD) (CIK 0000059558)
Date: Jan. 22, 2010 · CIK: 0000059558 · Accession: 0000059558-10-000028
AI Filing Summary & Sentiment
Reasoning
Letter
Securities and Exchange Commission Re: Lincoln National Corporation Form 8-K filed January 4, 2010 Form 8-K filed January 7, 2010 File No. 1-06028
Dear Mr. Riedler:
This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letters of January 12, 2010, concerning Lincoln National Corporation’s (“LNC” or the “Company”) Forms 8-K filed on January 4 and January 7, 2010. Our reply refers to the specific comments in the Staff’s letters. In responding to the Staff’s comments, we acknowledge the following:
·
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 taking 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.
The following are the Staff’s comments and our responses:
Form 8-K filed January 4,
1.
You disclose that certain of your subsidiaries entered into investment advisory agreements with Delaware Management Holdings, Inc. dated January 4, 2010, pursuant to which Delaware Management Holdings, Inc. will continue to manage the majority of the general account insurance assets of the subsidiaries. Please advise us whether you intend to file these investment advisory agreements with either your Form 10-K for the year ended December 31, 2009 or your Form 10-Q for the quarter ended March 31, 2010. If you do not intend to files these agreements, please provide us with an analysis that supports your conclusion that the agreements are not required to be filed.
Response:
We intend to file the investment advisory agreements between The Lincoln National Life Insurance Company (“LNL”) and the Lincoln Life & Annuity Co. of New York (“LLANY”), our wholly owned
Mr. Jeffrey Riedler
Page
Re: Lincoln National Corp.
subsidiaries, and Delaware Investments Advisors with our Form 10-K for the year ended December 31, 2009. At December 31, 2009, LNL and LLANY held approximately 95% of our invested assets. Accordingly, we do not believe the investment advisory agreements of our other subsidiaries to be material.
2.
You disclose that on December 31, 2009, certain of your subsidiaries entered into a Reimbursement Agreement with Credit Suisse AG. On the same date, Credit Suisse AG issued a $550 million 10-year letter of credit under this Reimbursement Agreement. Please advise us whether you intend to file the Reimbursement Agreement and letter of credit with your Form 10-K for the year ended December 31, 2009. If you do not intend to file these agreements, please provide us with an analysis that supports your conclusion that the agreements are not required to be filed.
Response:
We intend to file the Reimbursement Agreement, which includes the form of letter of credit as an exhibit, between our indirect wholly owned subsidiaries, Lincoln Reinsurance Company of Vermont I, and its direct parent, Lincoln Financial Holdings, LLC II with Credit Suisse AG, New York Branch with our Form 10-K for the year ended December 31, 2009. We do not intend to file the executed letter of credit, since it is identical to the exhibit contained in the Reimbursement Agreement, and therefore, does not include any additional material terms.
****
If you have any questions regarding our response, please contact me directly at (484) 583-1475.
Sincerely,
/s/
Charles A, Brawley, III
Show Raw Text
CORRESP
1
filename1.htm
lnccorresp.htm
Charles
A. Brawley, III
Vice
President, Associate General Counsel & Secretary
Lincoln
National Corporation
150 N.
Radnor Chester Road
Radnor,
PA 19087
Phone: 484-583-1475
Fax: 484-583-8135
charles.brawley@LFG.com
January
22, 2010
Mr. Jeffrey
Riedler
Assistant
Director
Securities
and Exchange Commission
100 F.
Street, N.E.
Washington,
D.C. 20549
Re: Lincoln
National Corporation
Form
8-K filed January 4, 2010
Form 8-K
filed January 7, 2010
File
No. 1-06028
Dear Mr.
Riedler:
This
letter is in response to the staff of the Division of Corporation Finance’s (the
“Staff”) letters of January 12, 2010, concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Forms 8-K filed on January 4 and January 7,
2010. Our reply refers to the specific comments in the Staff’s
letters. In responding to the Staff’s comments, we acknowledge the
following:
·
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 taking 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.
The
following are the Staff’s comments and our responses:
Form 8-K filed January 4,
2010
1.
You
disclose that certain of your subsidiaries entered into investment
advisory agreements with Delaware Management Holdings, Inc. dated January
4, 2010, pursuant to which Delaware Management Holdings, Inc. will
continue to manage the majority of the general account insurance assets of
the subsidiaries. Please advise us whether you intend to file
these investment advisory agreements with either your Form 10-K for the
year ended December 31, 2009 or your Form 10-Q for the quarter ended March
31, 2010. If you do not intend to files these agreements,
please provide us with an analysis that supports your conclusion that the
agreements are not required to be
filed.
Response:
We intend
to file the investment advisory agreements between The Lincoln National Life
Insurance Company (“LNL”) and the Lincoln Life & Annuity Co. of New York
(“LLANY”), our wholly owned
Mr.
Jeffrey Riedler
Page
2
Re: Lincoln
National Corp.
subsidiaries,
and Delaware Investments Advisors with our Form 10-K for the year ended
December 31, 2009. At December 31, 2009, LNL and LLANY held
approximately 95% of our invested assets. Accordingly, we do not
believe the investment advisory agreements of our other subsidiaries to be
material.
2.
You
disclose that on December 31, 2009, certain of your subsidiaries entered
into a Reimbursement Agreement with Credit Suisse AG. On the
same date, Credit Suisse AG issued a $550 million 10-year letter of credit
under this Reimbursement Agreement. Please advise us whether
you intend to file the Reimbursement Agreement and letter of credit with
your Form 10-K for the year ended December 31, 2009. If you do
not intend to file these agreements, please provide us with an analysis
that supports your conclusion that the agreements are not required to be
filed.
Response:
We intend
to file the Reimbursement Agreement, which includes the form of letter of credit
as an exhibit, between our indirect wholly owned subsidiaries, Lincoln
Reinsurance Company of Vermont I, and its direct parent, Lincoln Financial
Holdings, LLC II with Credit Suisse AG, New York Branch with our Form 10-K for
the year ended December 31, 2009. We do not intend to file the
executed letter of credit, since it is identical to the exhibit contained in the
Reimbursement Agreement, and therefore, does not include any additional material
terms.
****
If you
have any questions regarding our response, please contact me directly at (484)
583-1475.
Sincerely,
/s/
Charles A, Brawley, III
Charles
A. Brawley, III
Vice
President, Associate General Counsel & Secretary
cc: Frederick
J. Crawford, Executive Vice President & Chief Financial
Officer