Filed Pursuant to Rule 424(b)(5)
Registration No. 333-220731
PROSPECTUS SUPPLEMENT
(To prospectus dated September 29, 2017)
Lincoln National Corporation
$500,000,000 3.400% Senior Notes due January 15, 2031
$300,000,000 4.375% Senior Notes due June 15, 2050
We are offering $500,000,000 aggregate
principal amount of our 3.400% Senior Notes due January 15, 2031 (the 2031 notes) and $300,000,000 aggregate principal amount of our 4.375% Senior Notes due June 15, 2050 (the 2050 notes and, together with the 2031
notes, the notes). Interest on the notes will accrue from May 15, 2020. The 2031 notes will bear interest at a rate of 3.400% per year and will mature on January 15, 2031. The 2050 notes will bear interest at a rate of 4.375%
per year and will mature on June 15, 2050.
We will pay interest on the 2031 notes semi-annually in arrears on each January 15
and July 15, commencing on July 15, 2020. We will pay interest on the 2050 notes semi-annually in arrears on each June 15 and December 15, commencing on December 15, 2020.
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof, will be our senior unsecured
obligations and will rank equally in right of payment with all of our other existing and future unsecured unsubordinated indebtedness.
We
may, at our option, redeem the notes of each series, in whole or in part, at any time and from time to time, at the redemption prices described in Description of NotesOptional Redemption of the Notes.
The notes are not savings accounts, deposits or other obligations of a bank or non-bank subsidiary of
Lincoln National Corporation. They are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The
notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Investing in the notes
involves risks. See Risk Factors beginning on page S-5 of this prospectus supplement and in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are
incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission (the SEC) nor
any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price to
public(1)
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Underwriting
discounts
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Proceeds to
us, before
expenses
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Per 2031 note
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99.781
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%
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0.650
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%
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99.131
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%
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2031 notes total
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$
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498,905,000
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$
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3,250,000
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$
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495,655,000
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Per 2050 note
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99.912
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%
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0.875
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%
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99.037
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%
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2050 notes total
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$
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299,736,000
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$
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2,625,000
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$
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297,111,000
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Total
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$
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798,641,000
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$
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5,875,000
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$
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792,766,000
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(1)
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Plus accrued interest, if any, on the notes from and including May 15, 2020, if settlement occurs after
that date.
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The underwriters expect to deliver the notes in book-entry form only, through the facilities of The
Depository Trust Company, Clearstream Bank, société anonyme or Euroclear Bank S.A./N.V., as the case may be, on or about May 15, 2020 against payment therefor in immediately available funds.
Joint Book-Running Managers
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BNP PARIBAS
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Citigroup
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Goldman Sachs & Co. LLC
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PNC Capital Markets LLC
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TD Securities
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Barclays
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Deutsche Bank Securities
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May 8, 2020