LINCOLN NATIONAL VARIABLE ANNUITY ACCT L GRP VAR ANNUITY I
497, 1997-05-07
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<PAGE>

                              VARIABLE ANNUITY I
 
                      STATEMENT OF ADDITIONAL INFORMATION
                                  MAY 1, 1997
 
                            GROUP ANNUITY CONTRACTS
                      FUNDED THROUGH THE SUB-ACCOUNTS OF
                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
                                      OF
                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Definitions................................................................   2
Determination of Accumulation Unit Values..................................   2
Determination of Variable Annuity Payments.................................   3
Performance Calculations...................................................   4
Tax Law Considerations.....................................................   9
Distribution of Contracts..................................................  12
Independent Auditors.......................................................  12
Financial Statements.......................................................  12
  Audited Financial Statements of Lincoln Life.............................
  Audited Financial Statements of Variable Investment Division.............
</TABLE>
 
This Statement of Additional Information (SAI) is not a prospectus. It should
be read in conjunction with the prospectus for the Group Annuity Contracts
(the "Contracts"), dated May 1, 1997.
 
A copy of the prospectus to which this SAI relates is available at no charge
by writing to Lincoln Life at Lincoln National Life Insurance Company, P.O.
Box 9740, Portland, Maine 04104; or by calling Lincoln Life at 1-800-341-0441.
 
SPECIAL NOTICE TO CONTRACTOWNERS ABOUT THIS YEAR'S LINCOLN LIFE FINANCIAL
STATEMENTS. Each year Lincoln Life is required by law to prepare financial
statements for different purposes. Two of the most important purposes are
filing with state insurance departments and for inclusion in the securities
registration statements for our variable products, like this one. In the past
we have interpreted the prevailing regulations as requiring presentation of
these statements according to two different sets of accounting principles--one
for the insurance regulators (known as Statutory Accounting Principles, or
STAP) and one for the SEC (known as Generally Accepted Accounting Principles,
or GAAP).
 
When we create two sets of financial statements for the same insurer it
requires nearly double the time commitment of our internal accounting staff,
and two separate audits by our independent auditors. In an effort to control
costs and eliminate duplication of effort, we have reviewed the SEC's
requirements for the mode of presentation of the insurer's financial
statements in this registration statement. As a result of our review, and on
advice of counsel, we shall now begin to use the STAP-basis statements (which
we call Statutory Statements) exclusively, both for the insurance regulators
and for our securities registration statements.
 
We believe that both Statutory and GAAP statements fairly present the
financial position of Lincoln Life for the periods indicated, in accordance
with those respective accounting principles. However, between the two there
are some important differences in accounting theory and financial statement
presentation. FOR THAT REASON, IN THIS TRANSITION YEAR WE INCLUDE HERE BOTH
STATUTORY AND GAAP STATEMENTS. This should permit you to evaluate the
financial position of Lincoln Life from both points of view, and should help
you understand the differences between Statutory and GAAP statements.
BEGINNING NEXT YEAR WE SHALL PRESENT ONLY THE STATUTORY STATEMENTS.
 
90021
<PAGE>

                                  DEFINITIONS
 
ANNUITY CONVERSION FACTOR: The factor applied to the Annuity Conversion Amount
in determining the dollar amount of an annuitant's annuity payments for
Guaranteed Annuities or the initial payment for Variable Annuities.
 
ANNUITY PAYMENT CALCULATION DATE: For Guaranteed Annuities, this is the first
day of a calendar month. For Variable Annuities, this is the Valuation Date
ten (10) business days prior to the first day of a calendar month.
 
ANNUITY UNIT: An accounting unit of measure that is used in calculating the
amounts of annuity payments to be made from a Sub-Account during the Annuity
Period.
 
ANNUITY UNIT VALUE: The dollar value of an Annuity Unit in a Sub-Account on
any Valuation Date.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
For the purpose of determining whether a given day is a business day, as that
term is defined in the prospectus, local business holidays may include
Veteran's Day (November 11), and a Monday preceding, or Friday following, a
day on which the New York Stock Exchange is not customarily open for business.
 
                   DETERMINATION OF ACCUMULATION UNIT VALUES
 
As described more fully in the prospectus, Contributions are allocated to the
Divisions in accordance with directions from the Employer. A Participant who
makes Contributions which are allocated to the Variable Investment Division is
credited with Accumulation Units. The following examples illustrate the method
by which Lincoln Life determines the Net Investment Factor (NIF) for the
current Valuation Period and the Accumulation Unit Value as of the end of the
current Valuation Period.
 
DETERMINATION OF NIF:
 
(a)   Assumed Fund net asset value as of the close of the New York Stock
      Exchange on June 1 = 10.45
 
(b)   Assumed Fund net asset value as of the close of the New York Stock
      Exchange on June 2 = 10.56 (no capital gains or dividend distributions
      or deductions for taxes)
 
(c)   The NIF for the current Valuation Period = (b) divided by (a) times (1 -
       annual M & E) to the 1/365th power
 
(d)   1.010526 X .999966 = 1.0104916
 
DETERMINATION OF ACCUMULATION UNIT VALUE:
 
The Accumulation Unit Value as of the end of the current Valuation Period is
determined by multiplying the NIF for the current Valuation Period by the
Accumulation Unit Value as of the end of the immediately preceding Valuation
Period.
 
(a)   Assumed Accumulation Unit Value as of the end of the immediately
      preceding Valuation Period = 11.125674.
 
(b)   Accumulation Unit Value as of the end of the current Valuation Period =
      11.125674 X 1.0104916 (NIF) = 11.2424.
 
The number of Accumulation Units which are credited to the Participant's
Account for each Sub-Account on each Valuation Date equals the amount of
Contributions allocated to the Sub-Account on each Valuation Date divided by
the Accumulation Unit Value rounded to four decimal places. For example,
 
(a)   Participant's assumed Contribution allocated to a Sub-Account on June 2
      = $150.
 
(b)   Number of Accumulation Units credited to Participant = $150 divided by
      11.2424 = 13.3423.
 
                                       2
<PAGE>
 
                  DETERMINATION OF VARIABLE ANNUITY PAYMENTS
 
As stated in the prospectus, the amount of each Variable Annuity payment will
vary depending on the investment experience of the selected Sub-Accounts.
 
The initial payment amount of the Annuitant's Variable Annuity for each Sub-
Account is determined by dividing his Annuity Conversion Amount in each Sub-
Account as of the initial Annuity Payment Calculation Date ("APCD") by the
Applicable Annuity Conversion Factor defined as follows:
 
The Annuity Conversion Factors which are used to determine the initial
payments are based on the 1983 Individual Annuity Mortality Table, set back
four (4) years, and an interest rate in an integral percentage ranging from
zero to six percent (0 to 6.00%) as selected by the Annuitant.
 
The amount of the Annuitant's subsequent Variable Annuity payment for each
Sub-Account is determined by:
 
(a)   Dividing the Annuitant's initial Variable Annuity payment amount by the
      Annuity Unit Value for that Sub-Account selected for his interest rate
      option as described above as of his initial APCD; and
 
(b)   Multiplying the resultant number of annuity units by the Annuity Unit
      Values for the Sub-Account selected for his interest rate option for his
      respective subsequent APCDs.
 
Each subsequent Annuity Unit Value for a Sub-Account for an interest rate
option is determined by:
 
      Dividing the Accumulation Unit Value for the Sub-Account as of
      subsequent APCD by the Accumulation Unit Value for the Sub-Account as of
      the immediately preceding APCD;
 
      Dividing the resultant factor by one (1.00) plus the interest rate
      option to the n/365 power where n is the number of days from the
      immediately preceding APCD to the subsequent APCD; and
 
      Multiplying this factor times the Annuity Unit Value as of the
      immediately preceding APCD.
 
               ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
 
<TABLE>
<S>                                                                                              <C>        
1.Annuity Unit Value as of immediately preceding Annuity Payment Calculation Date................$11.0000   
2.Accumlation Unit Value as of Annuity Payment Calculation Date..................................$20.0000   
3.Accumulation Unit Value as of immediately preceding Annuity Payment Calculation Date...........$19.0000   
4.Interest Rate.....................................................................................6.00%   
5.Interest Rate Factor (30 days)...................................................................1.0048   
6.Annuity Unit Value as of Annuity Payment Calculation Date =                                               
    1 times 2 divided by 3 divided by 5..........................................................$11.5236    
</TABLE>

                       ILLUSTRATION OF ANNUITY PAYMENTS

<TABLE>
<S>                                                                                           <C>        
 1.Annuity Conversion Amount as of Participant's initial Annuity Payment Calculation                     
  Date........................................................................................$100,000.00
 2.Assumed Annuity Conversion Factor per $1 of Monthly Income for an individual age 65                   
     selecting a Single Life Annuity with Assumed Interest Rate of 6%.............................$138.63
 3.Participant's initial Annuity Payment = 1 divided by 2.........................................$721.34 
 4.Assumed Annuity Unit Value as of Participant's initial Annuity Payment Calculation Date.......$11.5236
 5.Number of Annuity Units = 3 divided by 4.......................................................62.5968
 6.Assumed Annuity Unit Value as of Participant's second Annuity Payment Calculation Date........$11.9000
 7.Participant's second Annuity Payment = 5 times 6...............................................$744.90
</TABLE>
 
                                       3
<PAGE>

                           PERFORMANCE CALCULATIONS
 
STANDARD TOTAL RETURN CALCULATION
 
The Variable Investment Division may advertise average annual total return
information calculated according to a formula prescribed by the Securities and
Exchange Commission ("SEC"). Average annual total return shows the average
annual percentage increase, or decrease, in the value of a hypothetical
Contribution allocated to a Sub-Account from the beginning to the end of each
specified period of time. The SEC standardized version of this performance
information is based on an assumed Contribution of $1,000 allocated to a Sub-
Account at the beginning of each period and surrender or withdrawal of the
value of that amount at the end of each specified period, giving effect to any
CDSC and all other charges and fees applicable under the Contract. The effect
of the Annual Administration Charge for a period is determined by dividing the
total amount of such charges collected in the previous year by the total
average net assets of the accounts for the previous year, as of the previous
month ended; accounts include accounts available under Variable Annuity I of
Lincoln Life and under corresponding accounts of UNUM Life Insurance Company
of America, pending assumption reinsurance by Lincoln Life of Variable Annuity
I contracts issued through such corresponding accounts. This method of
calculating performance further assumes that (i) a $1,000 Contribution was
allocated to a Sub-Account and (ii) no transfers or additional payments were
made. Premium taxes are not included in the term "charges" for purposes of
this calculation. Average annual total return is calculated by finding the
average annual compounded rates of return of a hypothetical Contribution that
would compare the Accumulation Unit value on the first day of the specified
period to the ending redeemable value at the end of the period according to
the following formula:
 
  T = (ERV/C) 1/n - 1
 
Where T equals average annual total return, where ERV (the ending redeemable
value) is the value at the end of the applicable period of a hypothetical
Contribution of $1,000 made at the beginning of the applicable period, where C
equals a hypothetical Contribution of $1,000, and where n equals the number of
years.
 
NON-STANDARDIZED CALCULATION OF TOTAL RETURN PERFORMANCE
 
In addition to the standardized average annual total return information
described above, we may present total return information computed on bases
different from that standardized method. The Variable Investment Division may
present total return information computed on the same basis as the
standardized method except that charges deducted from the hypothetical
Contribution will not include any CDSC. Consistent with the long-term
investment and retirement objectives of the Contract, this total return
presentation assumes either (i) investment in the Contract continues beyond
the Accumulation Period and/or (ii) one or more of the conditions for Total or
Partial Withdrawal without incurring a CDSC are met. The Variable Investment
Division may also present total return information computed on the same basis
as the standardized method except that charges deducted from the hypothetical
Contribution will not include either the CDSC or the Annual Administration
Charge. The total return percentage under both of these non-standardized
methods will be higher than that resulting from the standardized method.
 
The Sub-Accounts also may present total return information calculated by
subtracting a Sub-Account's Accumulation Unit Value at the beginning of a
period from the Accumulation Unit Value of that Sub-Account at the end of the
period and dividing that difference (in that Sub-Account's Accumulation Unit
Value) by the Accumulation Unit Value of that Sub-Account at the beginning of
the period. This computation results in a total growth rate for the specified
period which we annualize in order to obtain the average annual percentage
change in the Accumulation Unit Value for the period used. This method of
calculating performance does not take into account CDSC, the Annual
Administration Charge and premium taxes, and assumes no transfers. Such
percentages would be lower if these charges were included in the calculation.
 
In addition, the Variable Investment Division may present actual aggregate
total return figures for various periods, reflecting the cumulative change in
value of an investment in the Variable Investment Division for the specified
period.
 
                                       4
<PAGE>
 
PERFORMANCE INFORMATION
 
The tables below provide performance information for each Sub-Account for
specified periods ending December 31, 1996. For the periods prior to the date
the Sub-Accounts commenced operations, performance information for the
Contracts will be calculated based on the performance of the fund portfolios
and the assumption that the Sub-Accounts were in existence for the same
periods as those indicated for the fund portfolios, with the level of Contract
charges that were in effect at the inception of the Sub-Accounts (this is
referred to as "hypothetical performance data"). This information does not
indicate or represent future performance.
 
TOTAL RETURN
 
Total returns quoted in sales literature or advertisements reflect all aspects
of a Sub-Account's return. Average annual returns are calculated by
determining the growth or decline in value of a hypothetical historical
investment in the Sub-Account over a stated period of time, and then
calculating the annually compounded percentage rate that would have produced
the same result if the rate of growth or decline had been constant over the
period. Contractholders and participants should recognize that average annual
returns represent averaged returns rather than actual year-to-year
performance.
 
The respective underlying funds in which the Sub-Accounts invest had
performance history prior to the Sub-Accounts' inception. Performance
information covering those periods reflects a hypothetical performance as if
the funds were part of the Variable Annuity Account L at that time, using the
charges applicable to the Contracts.
 
                                       5
<PAGE>
 
Table 1A below assumes a hypothetical investment of $1,000 at the beginning of
the period via the Sub-Account investing in the applicable fund and withdrawal
of the investment on 12/31/96. The rates thus reflect the mortality and
expense risk charge, the withdrawal charge and a pro rata portion of the
Annual Administrative Charge. Table 1B shows the cumulative total return on
the same basis.
 
TABLE 1A -- SUB-ACCOUNT STANDARDIZED "HYPOTHETICAL" AVERAGE ANNUAL TOTAL
RETURN
 
<TABLE>
<CAPTION>
                                                                      LIFE
                        FUND      1 YEAR   3 YEARS  5 YEARS  10 YEARS OF FUND
                        INCEPTION ENDING   ENDING   ENDING   ENDING   ENDING
                        DATE      12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
<S>                     <C>       <C>      <C>      <C>      <C>      <C>
Fidelity VIP II: Asset
 Manager                09/06/89     7.52    4.82     8.75      N/A     9.77
(Asset Manager)
Calvert Responsibly
Invested Balanced
Portfolio               09/02/86     5.66    8.98     7.96     9.71     8.98
(Socially Responsible)
American Century VP
 Balanced               05/01/91     5.25    7.76     4.30      N/A     7.86
(Balanced)
VIP Equity-Income       10/09/86     7.22   14.79    15.32    12.31    11.99
(Equity-Income)
Dreyfus Stock Index     09/29/89    14.96   15.66    12.01      N/A    11.71
(Index Account)
Fidelity VIP Growth     10/09/86     7.61   12.42    12.57    13.70    13.36
(Growth I)
American Century VP
Capital Appreciation    11/20/87   -10.34    4.25     3.76      N/A     9.25
(Growth II)
T. Rowe Price
International Stock
Portfolio               03/31/94     7.61     N/A      N/A      N/A     6.56
(International Stock)
Dreyfus Small Cap       08/31/90     9.38   14.15    33.13      N/A    46.00
(Small Cap)
</TABLE>
 
TABLE 1B -- SUB-ACCOUNT "HYPOTHETICAL" CUMULATIVE TOTAL RETURN
 
<TABLE>
<CAPTION>
                                                                                LIFE
                FUND               YEAR TO  1 YEAR   3 YEARS  5 YEARS  10 YEARS OF FUND
                INCEPTION QUARTER  DATE     ENDING   ENDING   ENDING   ENDING   ENDING
                DATE      12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
<S>             <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
Fidelity VIP
II: Asset
Manager         09/06/89     0.43     7.52     7.52   15.18     52.11      N/A    97.90
(Asset
Manager)
Calvert
Responsibly
Invested
Balanced
Portfolio       09/02/86    -1.90     5.66     5.66   29.42     46.67   152.58   143.30
(Socially
Responsible)
American
Century VP
Balanced        05/01/91    -1.81     5.25     5.25   25.11     23.41      N/A    53.58
(Balanced)
VIP Equity-
Income          10/09/86     0.97     7.22     7.22   51.27    103.95   219.14   218.56
(Equity-
Income)
Dreyfus Stock
Index           09/29/89     2.47    14.96    14.96   54.73     76.33      N/A   123.20
(Index)
Fidelity VIP
Growth          10/09/86    -3.37     7.61     7.61   42.06     80.77   261.19   260.90
(Growth I)
American
Century VP
Capital
Appreciation    11/20/87   -13.75   -10.34   -10.34   13.31     20.25      N/A   124.16
(Growth II)
T. Rowe Price
International
Stock
Portfolio       03/31/94    -0.89     7.61     7.61     N/A       N/A      N/A    19.15
(International
Stock)
Dreyfus Small
Cap             08/31/90    -2.95     9.38     9.38   48.74    318.20      N/A  1001.53
(Small Cap)
</TABLE>
 
                                       6
<PAGE>
 
Table 2A below shows annual average total return on the same assumptions as
Table 1A except that the value in the Sub-Account is not withdrawn at the end
of the period or is withdrawn to affect an annuity. Table 2B shows the
cumulative total return on the same basis. The rates of return shown below
reflect the mortality and expense risk charge and a pro rata portion of the
Annual Administrative Charge.
 
TABLE 2A -- SUB-ACCOUNT "HYPOTHETICAL" AVERAGE TOTAL RETURN ASSUMING NO
WITHDRAWAL
 
<TABLE>
<CAPTION>
                                                                      LIFE
                        FUND      1 YEAR   3 YEARS  5 YEARS  10 YEARS OF FUND
                        INCEPTION ENDING   ENDING   ENDING   ENDING   ENDING
                        DATE      12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
<S>                     <C>       <C>      <C>      <C>      <C>      <C>
Fidelity VIP II: Asset
 Manager                09/06/89   13.18     6.63     9.87      N/A    10.23
(Asset Manager)
Calvert Responsibly
 Invested Balanced
 Portfolio              09/02/86   11.22    10.86     9.07     9.71     8.98
(Socially Responsible)
American Century VP
 Balanced               05/01/91   10.79     9.61     5.37      N/A     8.84
(Balanced)
VIP Equity-Income       10/09/86   12.86    16.77    16.51    12.31    11.99
(Equity-Income)
Dreyfus Stock Index     09/29/89   21.01    17.66    13.17      N/A    12.18
(Index Account)
Fidelity VIP Growth     10/09/86   13.28    14.35    13.73    13.70    13.36
(Growth I)
American Century VP
 Capital Appreciation   11/20/87   -5.62     6.05     4.83      N/A     9.37
(Growth II)
T. Rowe Price
 International Stock
 Portfolio              03/31/94   13.27      N/A      N/A      N/A     8.56
(International Stock)
Dreyfus Small Cap       08/31/90   15.14    16.12    34.50      N/A    46.95
(Small Cap)
</TABLE>
 
TABLE 2B -- SUB-ACCOUNT "HYPOTHETICAL" CUMULATIVE TOTAL RETURN ASSUMING NO
WITHDRAWAL
 
<TABLE>
<CAPTION>
                FUND               YEAR TO  1 YEAR   3 YEARS  5 YEARS  10 YEARS LIFE OF FUND
                INCEPTION QUARTER  DATE     ENDING   ENDING   ENDING   ENDING   ENDING
                DATE      12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
<S>             <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
Fidelity VIP
II: Asset
Manager         09/06/89    5.72    13.18    13.18    21.24     60.12      N/A     104.02
(Asset
Manager)
Calvert
Responsibly
Invested
Balanced
Portfolio       09/02/86    3.27    11.22    11.22    36.23     54.39   152.58     143.30
(Socially
Responsible)
American
Century VP
Balanced        05/01/91    3.36    10.79    10.79    31.70     29.91      N/A      61.67
(Balanced)
VIP Equity-
Income          10/09/86    6.28    12.86    12.86    59.23    114.69   219.14     218.56
(Equity-
Income)
Dreyfus Stock
Index           09/29/89    7.86    21.01    21.01    62.87     85.61      N/A     130.10
(Index)
Fidelity VIP
Growth          10/09/86    1.72    13.28    13.28    49.54     90.28   261.19     260.90
(Growth I)
American
Century VP
Capital
Appreciation    11/20/87   -9.21    -5.62    -5.62    19.27     26.58      N/A     126.43
(Growth II)
T. Rowe Price
International
Stock
Portfolio       03/31/94    4.32    13.27    13.27      N/A       N/A      N/A      25.42
(International
Stock)
Dreyfus Small
Cap             08/31/90    2.16    15.14    15.14    56.57    340.21      N/A    1047.43
(Small Cap)
</TABLE>
 
                                       7
<PAGE>
 
Tables 3A and 3B show performance information on the same assumptions as
Tables 2A and 2B except that Tables 3A and 3B do not reflect deductions of the
pro rata portion of the Annual Administrative Charge because certain Contract
and Participants are not assessed such a charge.
 
TABLE 3A -- SUB-ACCOUNT "HYPOTHETICAL" AVERAGE ANNUAL TOTAL RETURN ASSUMING NO
WITHDRAWAL AND NO ANNUAL ADMINISTRATIVE CHARGE
 
<TABLE>
<CAPTION>
                                                                      LIFE
                        FUND      1 YEAR   3 YEARS  5 YEARS  10 YEARS OF FUND
                        INCEPTION ENDING   ENDING   ENDING   ENDING   ENDING
                        DATE      12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
<S>                     <C>       <C>      <C>      <C>      <C>      <C>
Fidelity VIP II: Asset
 Manager                09/06/89   13.24     6.69     9.94      N/A    10.37
(Asset Manager)
Calvert Responsibly
 Invested Balanced
 Portfolio              09/02/86   11.28    10.92     9.14     9.79     9.10
(Socially Responsible)
American Century VP
 Balanced               05/01/91   10.81     9.67     5.44      N/A     8.92
(Balanced)
VIP Equity-Income       10/09/86   12.92    16.84    16.58    12.39    12.08
(Equity-Income)
Dreyfus Stock Index     09/29/89   21.09    17.72    13.28      N/A    12.34
(Index Account)
Fidelity VIP Growth     10/09/86   13.35    14.42    13.79    13.78    13.45
(Growth I)
American Century VP
 Capital Appreciation   11/20/87   -5.43     6.15     4.91      N/A     9.50
(Growth II)
T. Rowe Price
 International Stock
 Portfolio              03/31/94   13.34      N/A      N/A      N/A     8.64
(International Stock)
Dreyfus Small Cap       08/31/90   15.22    16.19    34.58      N/A    47.09
(Small Cap)
</TABLE>
 
TABLE 3B -- SUB-ACCOUNT "HYPOTHETICAL" CUMULATIVE TOTAL RETURN ASSUMING NO
WITHDRAWAL AND NO ANNUAL ADMINISTRATIVE CHARGE
 
<TABLE>
<CAPTION>
                                                                                LIFE
                FUND               YEAR TO  1 YEAR   3 YEARS  5 YEARS  10 YEARS OF FUND
                INCEPTION QUARTER  DATE     ENDING   ENDING   ENDING   ENDING   ENDING
                DATE      12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
<S>             <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
Fidelity VIP
II: Asset
Manager         09/06/89    5.76    13.24    13.24    21.44     60.62      N/A   105.91
(Asset
 Manager)
Calvert
Responsibly
Invested
Balanced
Portfolio       09/02/86    3.31    11.28    11.28    36.46     54.86   154.52   145.99
(Socially
 Responsible)
American
Century VP
Balanced        05/01/91    3.40    10.81    10.81    31.92     30.35      N/A    62.41
(Balanced)
VIP Equity-
Income          10/09/86    6.32    12.92    12.92    59.50    115.35   221.61   221.09
(Equity-
 Income)
Dreyfus Stock
Index           09/29/89    7.91    21.09    21.09    63.13     86.54      N/A   132.78
(Index)
Fidelity VIP
Growth          10/09/86    1.75    13.35    13.35    49.79     90.81   263.78   263.71
(Growth I)
American
Century VP
Capital
Appreciation    11/20/87   -9.17    -5.43    -5.43    19.60     27.09      N/A   128.68
(Growth II)
T. Rowe Price
International
Stock
Portfolio       03/31/94    4.37    13.34    13.34      N/A       N/A      N/A    25.65
(International
 Stock)
Dreyfus Small
Cap             08/31/90    2.20    15.22    15.22    56.84    341.39      N/A  1054.84
(Small Cap)
</TABLE>
 
                                       8
<PAGE>
 
Table 4 below shows total return information on a calendar year basis using
the same assumptions as Tables 3A and 3B. The rates of return shown reflect
the mortality and expense risk charge. Similar to Tables 3A and 3B, Table 4
does not reflect deduction of the pro rata portion of the Annual
Administrative Charge because certain Contracts and Participants are not
assessed such a charge.
 
TABLE 4 -- SUB-ACCOUNT "HYPOTHETICAL" CALENDAR YEAR ANNUAL RETURN ASSUMING NO
WITHDRAWAL AND NO ANNUAL ADMINISTRATIVE CHARGE*
 
<TABLE>
<CAPTION>
                      1987  1988  1989   1990   1991  1992  1993  1994  1995  1996
<S>                   <C>   <C>   <C>   <C>    <C>    <C>   <C>   <C>   <C>   <C>
Asset Manager            na    na    na   5.45  21.11 10.53 19.60 -7.20 15.57 13.24
Socially Responsible   5.51 10.42 19.53   2.94  15.02  6.33  6.72 -4.39 28.24 11.28
Balanced                 na    na    na     na     na -7.17  6.38 -0.58 19.68 10.81
Equity-Income         -2.30 21.25 15.95 -16.29  29.88 15.50 16.89  5.80 33.49 12.92
Index                    na    na    na  -4.69  28.29  5.82  8.02 -0.32 35.16 21.09
Growth I               2.43 14.21 29.95 -12.78  43.78  8.00 17.94 -1.21 33.75 13.35
Growth II                na -3.41 27.17  -2.40  40.18 -2.52  8.99 -2.34 29.55 -5.43
International Stock      na    na    na     na     na    na    na    na  9.86 13.34
Small Cap                na    na    na     na 156.65 69.25 66.31  6.47 27.85 15.22
</TABLE>
 
*The above calendar-year returns assume a hypothetical investment of $1,000 on
January 1 of the first full calendar year that the underlying fund was in
existence. The returns assume that the money will be left on account until
retirement and thus no CDSC will be deducted. Returns are provided for years
before the fund was an available investment option under the contract. Returns
for those periods reflect a hypothetical return as if those funds were
available under the contract, and reflect the deduction of the mortality and
expense risk charge. The returns do not reflect deductions for the pro rata
portion of the Annual Administrative Charge or the CDSC.
 
  SEC regulations require that any product performance data be accompanied by
standardized performance data.
 
                            TAX LAW CONSIDERATIONS
 
RETIREMENT PROGRAMS:
 
Participants are urged to discuss the income taxes considerations of their
retirement plan with their tax advisors. In many situations special rules may
apply to the plans and/or to the participants. See the Prospectus for a more
complete discussion of tax considerations and for limitations on the following
discussion.
 
Contributions to retirement programs subject to Sections 401(a), 403(b), 408
and 457(b) may be excludable from a Participant's reportable gross income if
the Contributions do not exceed the limitations imposed under the Code.
Certain plans allow employees to make Elective Salary Deferral Contributions.
Certain Plans allow Employers to make Contributions. The information below is
a brief summary of some the important federal tax considerations that apply to
retirement plans. When there is a written Plan, often the Contribution limits,
withdrawal rights and other provisions of the Plan may be more restrictive
than those allowed by the Code.
 
                    Elective Salary Deferral Contributions:
 
For calendar year 1996 the maximum elective salary deferral contributions to a
401(k) Plan which is a type of 401(a) Plan is limited to $9,500; For a 403(b)
plan the limit is $9,500 unless the employee is a qualified employee; For an
Eligible 457 Plan the limit is $7,500. When an employee is covered by two or
more of these Plans, the elective salary deferral contribution limits for all
the Plans must be coordinated.
 
                Total Salary Deferral & Employer Contributions:
 
QUALIFIED RETIREMENT PLAN -- 401(a) PLAN
- ----------------------------------------
 
The Code limits the Contributions to a defined contribution 401(a) plan to the
lesser of $30,000 or 25% of compensation.
 
                                       9
<PAGE>
 
TAX SHELTERED ANNUITY PLAN -- 403(b) PLAN
- -----------------------------------------
 
Total contributions which include both salary deferral contributions and
employer contributions are also limited.
 
The combined limit is:
 
(a) the amount determined by multiplying 20 percent of the employee's
    includable compensation by the number of years of service, over
 
(b) the aggregate of the amount contributed by the employer for annuity
    contracts and excludable from the gross income of the employee for the
    prior taxable year.
 
Therefore, if the maximum exclusion allowance is less than $9,500 a year, the
employee's elective deferrals plus any other employer Contributions cannot
exceed this lesser amount.
 
Section 415 of the Code imposes limitations with respect to annual
contributions to all Section 403(b) programs, qualified plans and simplified
employee pensions maintained by the Employer. A Participant's annual
contributions to these programs and defined contribution plans generally
cannot exceed the lesser of $30,000 or 25 percent of the employee's
compensation. This amount is subject to the maximum exclusion allowance and
the salary deferral amount limitations.
 
ELIGIBLE 457 PLAN -- 457(b) PLAN
- --------------------------------
 
For a 457(b) plan the contribution limit is generally the lesser of $7,500 or
33% of the employee's compensation.
 
SECTION 457(f) PLANS
- --------------------
 
These are non-qualified deferred compensation arrangements between an Employer
and its employees. There are no stated limits in the Code regarding this type
of Plan.
 
INDIVIDUAL RETIREMENT ACCOUNT -- IRA OR 408 PLAN
- ------------------------------------------------
 
For IRA's, the maximum deductible contribution is the lesser of $2,000 or 100%
of taxable income. The $2,000 is increased to $4,000 when the IRA covers the
taxpayer and a non-working spouse.
 
TRANSFERS AND ROLLOVERS:
 
Participants who receive distributions from their 401(a) or 403(b) contract
may transfer the amount not representing employee contributions to an
Individual Retirement Account or Annuity (IRA) or another Section 401(a) or
403(b) program without including that amount in gross income for the taxable
year in which paid. Note 401(a) distributions may not be transferred to a
403(b) plan or vice versa. If the amount is paid directly to an acceptable
rollover account, Lincoln Life is not required to withhold any amount. In
order for the distribution to qualify for rollover, the distribution must be
made on account of the employee's death, after the employee attains age 59
1/2, on account of the employee's separation from service, or after the
employee has become disabled. The distribution cannot be part of a series of
substantially equal payments made over the life expectancy of the employee or
the joint life expectancies of the employee and his or her spouse or made for
a specified period of 10 years or more. The rollover must be made within sixty
days of the distribution to avoid taxation.
 
Pursuant to Revenue Ruling 90-24, a Participant, to the extent permitted by
any applicable Contract or Plan, may transfer funds between Section 403(b)
investment vehicles, including both Section 403(b)(1) annuity contracts and
Section 403(b)(7) custodial accounts. Any amount transferred must continue to
be subject to withdrawal restrictions at least as restrictive as that of the
transferring investment vehicle. Lincoln Life considers any total or partial
transfer from a Lincoln Life investment vehicle to a non-Lincoln Life
investment vehicle to be a withdrawal.
 
Once every twelve months a participant in an IRA may roll the money from one
IRA to another IRA.
 
 
                                      10
<PAGE>
 
The rollover rules are not available to Section 457 Plans; limited transfers
are permitted under Eligible 457 Plans. If the rollover amount is paid
directly to the Participant, the amount distributed may be subject to a 20%
federal tax withholding.
 
EXCISE TAX ON EARLY DISTRIBUTIONS:
 
Section 72(t) of the Code provides that any distribution made to a Participant
in a 401(a), 403(b) or 408 plan other than on account of the following events
will be subject to a 10 percent excise tax on the taxable amount distributed:
 
a) the employee has attained age 59 1/2;
 
b) the employee has died;
 
c) the employee is disabled;
 
d) the employee is 55 and has separated from service (Does not apply to
   IRA's).
 
Distributions which are received as a life annuity where payment is made at
least annually will not be subject to an excise tax. Certain amounts paid for
medical care may also not be subject to an excise tax.
 
MINIMUM DISTRIBUTION RULES:
 
The value in a contract under Sections 401(a), 403(b), 408 and Eligible 457
Plans are subject to the distribution rules provided in Section 401(a)(9) of
the Code. Generally, that section requires that an employee must begin
receiving distributions of his post-1986 balance by April 1 of the calendar
year following the calendar year in which the employee attains age 70 1/2.
Such distributions must not exceed the life expectancy of the employee or the
life expectancy of such employee and the designated beneficiary (as defined
under the plan). An employee who attained age 70 1/2 before January 1, 1988
must begin receiving distributions by April 1 of the calendar year following
the later of (a) the calendar year in which the employee attains age 70 1/2 or
(b) the calendar year in which the employee retires. There are special rules
for Section 403(b) Plans. Amounts contributed to an Eligible 457 contract must
be distributed not earlier than the earliest of: 1) calendar year in which the
Participant attains age 70 1/2, 2) the Participant separates from service with
the Employer, or 3) when the Participant has an unforeseen emergency. However,
in no event may the distribution begin any later than described in Sections
401(a)(9) and 457(d) of the Code.
 
Additionally, distribution of an employee's entire account balance (including
pre-1987 funds) must satisfy the minimum distribution incidental benefit
requirement. In general, this requires that death and other non-retirement
benefits payable under the above plans be incidental to the primary purpose of
the program which is to provide deferred compensation to the employee. A payee
is subject to a penalty for failing to receive the required minimum annual
distribution. Section 4974(a) of the Code provides that a payee will be
subject to a penalty equal to 50 percent of the amount by which the required
minimum distribution exceeds the actual amount distributed during the taxable
year.
 
Additional information on federal income taxation is included in the
prospectus.
 
                                      11
<PAGE>

                           DISTRIBUTION OF CONTRACTS
 
LNC Equity Sales Corporation ("LNC Equity"), an indirect subsidiary of Lincoln
National Corporation, is registered with the Securities and Exchange
Commission as a broker-dealer under the Securities Exchange Act of 1934 and is
a member of the National Association of Securities Dealers, Inc. LNC Equity is
the Variable Investment Division's principal underwriter and also enters into
selling agreements with other unaffiliated broker-dealers authorizing them to
offer the Contracts.
 
                             INDEPENDENT AUDITORS
 
The financial statements of the Lincoln National Variable Annuity Account L
and the consolidated financial statements and schedules of The Lincoln
National Life Insurance Company appearing in this SAI and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports also appearing elsewhere in this document and in the
Registration Statement. The financial statements and schedules audited by
Ernst & Young LLP have been included in this document in reliance on their
report given on their authority as experts in accounting and auditing.
 
                             FINANCIAL STATEMENTS
 
Financial statements for the Variable Investment Division and Lincoln Life
appear on the following pages. For more information about the financial
statements provided in this SAI, please see the cover page of this SAI.
 
                                      12

<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets
<TABLE> 
<CAPTION> 
                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>            <C> 
Assets
Investments:
  Securities available-for-sale, at fair value:
    Fixed maturity (cost:  1995-$18,852,837; 
      1994-$18,193,928)                             $20,414,785   $17,692,214
    Equity (cost:  1995-$480,261; 1994-$416,351)        598,435       456,333
  Mortgage loans on real estate                       3,147,783     2,795,914
  Real estate                                           746,023       679,512
  Policy loans                                          565,325       528,731
  Other investments                                     241,219       158,196
Total investments                                    25,713,570    22,310,900

Cash and invested cash                                  802,743       990,880
Property and equipment                                   53,830        54,989
Deferred acquisition costs                              953,834     1,736,526
Premiums and fees receivable                            117,634       123,494
Accrued investment income                               352,301       367,370
Assets held in separate accounts                     18,461,629    13,000,540
Federal income taxes                                         --       134,463
Amounts recoverable from reinsurers                   2,940,976     2,069,292
Goodwill                                                  5,149         3,385
Other assets                                            185,398       233,708
Total assets                                        $49,587,064   $41,025,547
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets (continued)
<TABLE> 
<CAPTION> 

                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>           <C>  
Liabilities and shareholder's equity
Liabilities:
  Policy liabilities and accruals:
    Future policy benefits, claims and 
      claims expenses                               $ 8,435,019   $ 7,540,772
    Unearned premiums                                    55,174        61,472
  Total policy liabilities and accruals               8,490,193     7,602,244

  Contractholder funds                               18,171,822    17,028,628
  Liabilities related to separate accounts           18,461,629    13,000,540
  Federal income taxes                                  166,430            --
  Short-term debt                                       124,783       153,656
  Long-term debt                                         40,827        54,794
  Other liabilities                                   1,412,534     1,264,730
Total liabilities                                    46,868,218    39,104,592

Shareholder's equity:
  Common stock, $2.50 par value: 
    Authorized, issued and outstanding 
      shares-10 million (owned by Lincoln 
      National Corporation)                              25,000        25,000
    Additional paid-in capital                          809,557       791,605
    Retained earnings                                 1,440,994     1,428,969
    Net unrealized gain (loss) on 
      securities available-for-sale                     443,295      (324,619)
Total shareholder's equity                            2,718,846     1,920,955
Total liabilities and shareholder's equity          $49,587,064   $41,025,547
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Income
<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
<S>                                      <C>          <C>          <C> 
Revenue:
  Insurance premiums                     $  846,873   $1,099,480   $1,972,630
  Insurance fees                            450,423      390,384      425,083
  Net investment income                   1,899,630    1,673,981    1,823,459
  Realized gain (loss) on investments       136,195     (138,522)      92,150
  Gain (loss) on sale of affiliates              --       68,954      (98,500)
  Other                                       3,405       20,946       35,781
Total revenue                             3,336,526    3,115,223    4,250,603

Benefits and expenses:
  Benefits and settlement expenses        2,122,616    2,194,047    3,033,139
  Underwriting, acquisition, 
    insurance and other expenses            764,346      660,363      881,703
  Interest expense                               67          615           96
Total benefits and expenses               2,887,029    2,855,025    3,914,938

Income before Federal income taxes 
  and cumulative effect of 
  accounting change                         449,497      260,198      335,665
Federal income taxes                        127,472       40,400      142,544
Income before cumulative 
  effect of accounting change               322,025      219,798      193,121
Cumulative effect of accounting
  change (postretirement benefits)               --           --       45,582
Net income                               $  322,025   $  219,798   $  147,539

Earnings per share:
  Income before cumulative 
    effect of accounting change          $    32.20   $    21.98   $    19.31
  Cumulative effect of accounting 
    change (postretirement benefits)             --           --        (4.56)
Net income                               $    32.20   $    21.98   $    14.75
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Shareholder's Equity

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Common stock-balance 
  at beginning and end of year           $   25,000   $   25,000   $   25,000

Additional paid-in capital:
  Balance at beginning of year              791,605      791,444      791,223
  Contribution from Lincoln 
    National Corporation                     17,952          161          221
  Balance at end of year                    809,557      791,605      791,444

Retained earnings:
  Balance at beginning of year            1,428,969    1,334,171    1,198,632
  Net income                                322,025      219,798      147,539
  Dividends declared                       (310,000)    (125,000)     (12,000)
  Balance at end of year                  1,440,994    1,428,969    1,334,171

Net unrealized gain (loss) on 
  securities available-for-sale:
    Balance at beginning of year           (324,619)     621,161       47,303
    Cumulative effect of 
      accounting change                          --           --      564,153
    Other change during the year            767,914     (945,780)       9,705
    Balance at end of year                  443,295     (324,619)     621,161
Total shareholder's equity
  at end of year                         $2,718,846   $1,920,955   $2,771,776

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Cash flows from operating activities
Net income                               $  322,025   $  219,798   $  147,539
Adjustments to reconcile net income
  to net cash provided
  by operating activities:
    Deferred acquisition costs              124,526     (171,063)     (92,183)
    Premiums and fees receivable              6,082       10,755       80,582
    Accrued investment income                15,069      (54,434)     (18,827)
    Policy liabilities and accruals         621,603      114,038      345,142
    Contractholder funds                  1,335,625    1,769,240    1,248,058
    Amounts recoverable from reinsurers    (883,425)    (884,388)    (700,622)
    Federal income taxes                     95,745        8,364     (130,308)
    Provisions for depreciation              39,089       38,870       41,516
    Amortization of discount and premium    (86,653)       7,928     (100,274)
    Realized loss (gain) on investments    (244,995)     219,682     (115,881)
    Loss (gain) on sale of affiliates            --      (68,954)      98,500
    Cumulative effect of
       accounting change                         --           --       45,582
    Other                                  458,542        (4,599)      51,369
Net adjustments                          1,481,208       985,439      752,654
Net cash provided by 
  operating activities                   1,803,233     1,205,237      900,193

Cash flows from investing activities
Securities available-for-sale:
  Purchases                            (13,549,807)  (12,100,213)  (7,171,684)
  Sales                                 12,163,673     9,326,809    7,139,781
  Maturities                               929,018       958,065       42,707
Fixed maturity securities
  held for investment:
    Purchases                                   --            --   (5,903,805)
    Sales                                       --            --    2,805,980
    Maturities                                  --            --    1,639,739
Purchases of other investments          (1,711,427)   (1,421,321)  (1,936,013)
Sale or maturity of other investments    1,198,536     1,457,157    1,142,872
Sale of affiliates                              --       520,340           --
Decrease in cash collateral
  on loaned securities                     (39,681)     (163,872)     (40,454)
Other                                     (213,708)      (37,606)      83,751
Net cash used in 
  investing activities                  (1,223,396)   (1,460,641)  (2,197,126)
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows (continued)

                                                 Year ended December 31
                                             1995        1994          1993
                                                     (000's omitted)
Cash flows from financing activities
Principal payments on long-term debt     $ (13,967)   $     (200)  $   (1,138)
Issuance of long-term debt                      --            --       10,314
Net increase (decrease) in
  short-term debt                          (28,873)        3,629       13,047
Universal life and investment
  contract deposits                      1,716,239     2,381,829    2,418,037
Universal life and 
  investment contract withdrawals       (2,149,325)   (1,604,450)  (1,503,105)
Capital contribution from
  Lincoln National Corporation              17,952           161          221
Dividends paid to shareholder             (310,000)     (125,000)     (12,000)
Net cash provided by
  (used in) financing activities          (767,974)      655,969      925,376

Net increase (decrease) in cash           (188,137)      400,565     (371,557)
Cash at beginning of year                  990,880       590,315      961,872
Cash at end of year                     $  802,743   $   990,880   $  590,315

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements

December 31, 1995

1. Summary of Significant Accounting Policies 

Basis of Presentation

The accompanying consolidated financial statements include The Lincoln National
Life Insurance Company ("Company") and its majority-owned subsidiaries.  The 
Company and its subsidiaries operate multiple insurance businesses.  Operations
are divided into two business segments (see Note 9).  These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles.

Use of Estimates

The nature of the insurance business requires management to make estimates and 
assumptions that affect the amounts reported in the consolidated financial 
statements and accompanying notes.  Actual results could differ from those 
estimates.  

Investments 

The Company classifies its fixed maturity securities and equity securities 
(common and non-redeemable preferred stocks) as available-for-sale and, 
accordingly, such securities are carried at fair value.  The cost of fixed 
maturity securities is adjusted for amortization of premiums and discounts.  
The cost of fixed maturity and equity securities is adjusted for declines in 
value that are other than temporary.

For the mortgage-backed securities portion of the fixed maturity securities 
portfolio, the Company recognizes income using a constant effective yield 
based on anticipated prepayments and the estimated economic life of the 
securities.  When estimates of prepayments change, the effective yield is 
recalculated to reflect actual payments to date and anticipated future 
payments.  The net investment in the securities is adjusted to the amount that 
would have existed had the new effective yield been applied since the 
acquisition of the securities.  This adjustment is reflected in net investment 
income.

Mortgage loans on real estate are carried at outstanding principal balances 
less unaccrued discounts and net of reserves for declines that are other than 
temporary.  Investment real estate is carried at cost less allowances for 
depreciation.  Such real estate is carried net of reserves for declines in 
value that are other than temporary.  Real estate acquired through foreclosure  
proceedings is recorded at fair value on the settlement date which establishes 
a new cost basis.  If 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

a subsequent periodic review of a foreclosed property indicates the fair 
value, less estimated costs to sell, is lower than the carrying value at the 
settlement date, the carrying value is adjusted to the lower amount.  Policy 
loans are carried at the aggregate unpaid balances.  Any changes to the 
reserves for mortgage loans on real estate and real estate are reported as a 
realized gain (loss) on investments.

Cash and invested cash are carried at cost and include all highly liquid debt 
instruments purchased with a maturity of three months or less, including 
participation in a short-term investment pool administered by Lincoln National 
Corporation ("LNC"), the Company's parent.

Realized gain (loss) on investments is recognized in net income, net of 
related amortization of deferred acquisition costs, using the specific 
identification method.  Changes in the fair values of securities carried at 
fair value are reflected directly in shareholder's equity after deductions for 
related adjustments for deferred acquisition costs and amounts required to 
satisfy policyholder commitments that would have been recorded if these 
securities would have been sold at their fair value, and after deferred taxes 
or credits to the extent deemed recoverable.

Derivatives

The Company hedges certain portions of its exposure to interest rate 
fluctuations, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risk by entering into derivative 
transactions.  A description of the Company's accounting for its hedge of such 
risks is discussed in the following two paragraphs.

The premium paid for an interest rate cap is deferred and amortized to net 
investment income on a straight-line basis over the term of the interest rate 
cap.  Any settlement received in accordance with the terms of the interest 
rate caps is recorded as investment income.  Spread-lock agreements, interest 
rate swaps and financial futures, which hedge fixed maturity securities 
available-for-sale, are carried at fair value with the change in fair value 
reflected directly in shareholder's equity.  Realized gain (loss) from the 
settlement of such derivatives is deferred and amortized over the life of the 
hedged assets as an adjustment to the yield.  Foreign exchange forward 
contracts, foreign currency options and foreign currency swaps, which hedge 
some of the foreign exchange risk of investments in fixed maturity securities 
denominated in foreign currencies, are carried at fair value with the change 
in fair value reflected in earnings.  Realized gain (loss) from the settlement 
of such derivatives is also reflected in earnings.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Hedge accounting is applied as indicated above after the Company determines 
that the items to be hedged expose the Company to interest rate fluctuations, 
the widening of bond yield spreads over comparable maturity U.S. Government 
obligations and foreign exchange risk; and the derivatives used are designated 
as a hedge and reduce the indicated risk by having a high correlation of 
changes in the value of the derivatives and the items being hedged at both the 
inception of the hedge and throughout the hedge period.  Should such criteria 
not be met, the change in value of the derivatives is included in net income.

Property and Equipment

Property and equipment owned for company use is carried at cost less 
allowances for depreciation.

Premiums and Fees

Revenue for universal life and other interest-sensitive life insurance policies
consists of policy charges for cost of insurance, policy initiation and
administration, and surrender charges that have been assessed.  Traditional
individual life-health and annuity premiums are recognized as revenue over the
premium-paying period of the policies.  Group health premiums are prorated over
the contract term of the policies.

Assets Held in Separate Accounts/Liabilities Related to Separate Accounts

These assets and liabilities represent segregated funds administered and 
invested by the Company for the exclusive benefit of pension and variable life 
and annuity contractholders.  The fees received by the Company for 
administrative and contractholder maintenance services performed for these 
separate accounts are included in the Company's consolidated statements of 
income.
<PAGE>

    
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)      
 
Deferred Acquisition Costs

Commissions and other costs of acquiring universal life insurance, variable 
universal life insurance, traditional life insurance, annuities and group 
health insurance which vary with and are primarily related to the production 
of new business, have been deferred to the extent recoverable.  Acquisition 
costs for universal and variable universal life insurance policies are being 
amortized over the lives of the policies in relation to the incidence of 
estimated gross profits from surrender charges and investment, mortality and 
expense margins, and actual realized gain (loss) on investments.  That 
amortization is adjusted retrospectively when estimates of current or future 
gross profits to be realized from a group of policies are revised.  The 
traditional life-health and annuity acquisition costs are amortized over the 
premium-paying period of the related policies using assumptions consistent 
with those used in computing policy reserves.  

Expenses

Expenses for universal and variable universal life insurance policies include 
interest credited to policy account balances and benefit claims incurred 
during the period in excess of policy account balances.  Interest crediting 
rates associated with funds invested in the Company's general account during 
1993 through 1995 ranged from 6.1% to 8.25%. 

Goodwill

The cost of acquired subsidiaries in excess of the fair value of net assets 
(goodwill) is amortized using the straight-line method over periods that 
generally correspond with the benefits expected to be derived from the 
acquisitions.  Goodwill is amortized over 40 years.  The carrying value of 
goodwill is reviewed periodically for indicators of impairment in value.

Policy Liabilities and Accruals

The liabilities for future policy benefits and expenses for universal and 
variable universal life insurance policies consist of policy account balances 
that accrue to the benefit of the policyholders, excluding surrender charges.  
The liabilities for future policy benefits and expenses for traditional life 
policies and immediate and deferred paid-up annuities are computed using a net 
level premium method and assumptions for investment yields, mortality and 
withdrawals based principally on Company experience projected at the time of 
policy issue, with provision for possible adverse deviations.  Interest 
assumptions for traditional direct individual life reserves for all policies 
range from 2.3% to 11.7% graded to 5.7% after 30 years depending on time of 
policy issue.  Interest rate assumptions for reinsurance reserves range from 
5.0% to 11.0% graded to 8.0% after 20 years.  The interest assumptions for 
immediate and deferred paid-up annuities range from 4.5% to 8.0%.
<PAGE>
     
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

With respect to its policy liabilities and accruals, the Company carries on a 
continuing review of its 1) overall reserve position, 2) reserving techniques 
and 3) reinsurance arrangements, and as experience develops and new 
information becomes known, liabilities are adjusted as deemed necessary.  The 
effects of changes in estimates are included in the operating results for the 
period in which such estimates occur. 

Reinsurance

The Company enters into reinsurance agreements with other companies in the 
normal course of their business.  The Company may assume reinsurance from 
unaffiliated companies and/or cede reinsurance to such companies.  
Assets/liabilities and premiums/benefits from certain reinsurance contracts 
which grant statutory surplus to other insurance companies have been netted on 
the balance sheets and income statements, respectively, since there is a right 
of offset.  All other reinsurance agreements are reported on a gross basis.

Depreciation

Provisions for depreciation of investment real estate and property and 
equipment owned for Company use are computed principally on the straight-line 
method over the estimated useful lives of the assets.

Postretirement Medical and Life Insurance Benefits

The Company accounts for its postretirement medical and life insurance 
benefits using the full accrual method.
<PAGE>
   
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Income Taxes

The Company and eligible subsidiaries have elected to file consolidated 
Federal and state income tax returns with their parent, LNC.  Pursuant to an 
intercompany tax sharing agreement with LNC, the Company and its eligible 
subsidiaries provide for income taxes on a separate return filing basis.  The 
tax sharing agreement also provides that the Company and eligible subsidiaries 
will receive benefit for net operating losses, capital losses and tax credits 
which are not usable on a separate return basis to the extent such items may 
be utilized in the consolidated income tax returns of LNC.

The Company uses the liability method of accounting for income taxes.  
Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax return purposes.  The Company 
establishes a valuation allowance for any portion of its deferred tax assets 
which are unlikely to be realized.


2. Changes in Accounting Principles and Changes in Estimates

Postretirement Benefits Other Than Pensions
 
Effective January 1, 1993, the Company changed its method of accounting for 
postretirement medical and life insurance benefits for its eligible employees 
and agents from a pay-as-you-go method to a full accrual method in accordance 
with Financial Accounting Standards No. 106 entitled "Employers' Accounting 
for Postretirement Benefits Other Than Pensions" ("FAS 106").  This full 
accrual method recognizes the estimated obligation for retired employees and 
agents and active employees and agents who are expected to retire in the 
future.  The effect of the change was to increase net periodic postretirement 
benefit cost by $7,800,000 and decrease income before cumulative effect of 
accounting change by $5,100,000 ($0.51 per share).  The implementation of FAS 
106 resulted in a one-time charge to the first quarter 1993 net income of 
$45,600,000 or $4.56 per share ($69,000,000 pre-tax) for the cumulative effect 
of the accounting change.  See Note 6 for additional disclosures regarding 
postretirement benefits other than pensions.
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Accounting by Creditors for Impairment of a Loan

Financial Accounting Standards No. 114 entitled "Accounting by Creditors for 
Impairment of a Loan" ("FAS 114") issued in May 1993, was adopted by the 
Company effective January 1, 1993.  FAS 114 requires that if an impaired 
mortgage loan's fair value as described in Note 3 is less than the recorded 
investment in the loan, the difference is recorded in the mortgage loan 
allowance for losses account.  The adoption of FAS 114 resulted in additions 
to the mortgage loan allowance for losses account and reduced first quarter 
1993 income before cumulative effect of accounting change and net income by 
$37,700,000 or $3.77 per share ($57,200,000 pre-tax).  See Note 3 for further 
mortgage loan disclosures.  Most of the effect of this change in accounting 
was within the Life Insurance and Annuities business segment.
 
Accounting for Certain Investments in Debt and Equity Securities

Financial Accounting Standards No. 115 entitled "Accounting for Certain 
Investments in Debt and Equity Securities" ("FAS 115") issued in May 1993, was 
adopted by the Company as of December 31, 1993.  In accordance with the rules, 
the prior year financial statements have not been restated to reflect the 
change in accounting principle.  Under FAS 115, securities can be classified 
as available-for-sale, trading or held-to-maturity according to the holder's 
intent.  The Company classified its entire fixed maturity securities portfolio 
as "available-for-sale."  Securities classified as available-for-sale are 
carried at fair value and unrealized gains and losses on such securities are 
carried as a separate component of shareholder's equity.  The ending balance 
of shareholder's equity at December 31, 1993 was increased by $564,200,000 
(net of $377,500,000 of related adjustments to deferred acquisition costs, 
$50,700,000 of policyholder commitments and $303,700,000 in deferred income 
taxes, all of which would have been recognized if those securities would have 
been sold at their fair value, net of amounts applicable to Security-
Connecticut Corporation) to reflect the net unrealized gain on fixed maturity 
securities classified as available-for-sale previously carried at amortized 
cost.  Prior to the adoption of FAS 115, the Company carried a portion of its 
fixed maturity securities at fair value with unrealized gains and losses 
carried as a separate component of shareholder's equity.  The remainder of 
such securities were carried at amortized cost. 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Change in Estimate for Net Investment Income Related to Mortgage-Backed 
Securities

At December 31, 1993, the Company had $5,942,100,000 invested in mortgage-
backed securities.  As indicated in Note 1, the Company recognizes income on 
these securities using a constant effective yield based on anticipated 
prepayments.  With the implementation of new investment software in December  
1993, the Company was able to significantly refine its estimate of the 
effective yield on such securities to better reflect actual prepayments and 
estimates of future prepayments.  This resulted in an increase in the 
amortization of purchase discount on these securities of $58,000,000 and, 
after related amortization of deferred acquisition costs ($18,300,000) and 
income taxes ($14,300,000), increased 1993's income before cumulative effect 
of accounting change and net income by $25,500,000 or $2.55 per share.  Most 
of the effect of this change in estimate was within the Life Insurance and 
Annuities business segment.

Change in Estimate for Disability Income Reserves
 
During the fourth quarter of 1993, income before cumulative effect of 
accounting change and net income decreased by $15,500,000 or $1.55 per share 
as the result of strengthening reinsurance disability income reserves by 
$23,900,000.  The need for this reserve increase within the Reinsurance 
segment was identified as the result of management's assessment of current 
expectations for morbidity trends and the impact of lower investment income 
due to lower interest rates.
   
During the fourth quarter of 1995, the Company completed an in-depth review of 
the experience of its disability income business.  As a result of this study, 
and based on the assumption that recent experience will continue in the 
future, income before cumulative effect of accounting change and net income 
decreased by $33,500,000 or $3.35 per share ($51,500,000 pre-tax) as a result 
of strengthening disability income reserves by $15,200,000 and writing-off 
deferred acquisition costs of $36,300,000 in the Reinsurance segment.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments

The major categories of net investment income are as follows:
<TABLE> 
<CAPTION> 
                                                    Year ended December 31
                                                  1995       1994       1993
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Fixed maturity securities                    $1,549.4   $1,357.4   $1,497.6
  Equity securities                                 8.9        7.4        4.3
  Mortgage loans on real estate                   268.3      271.3      294.2
  Real estate                                     110.0       97.8       75.2
  Policy loans                                     35.4       32.7       36.0
  Invested cash                                    55.4       46.4       24.8
  Other investments                                15.8        7.3        8.0
  Investment revenue                            2,043.2    1,820.3    1,940.1
  Investment expenses                             143.6      146.3      116.6
  Net investment income                        $1,899.6   $1,674.0   $1,823.5
</TABLE> 

The realized gain (loss) on investments is as follows:
    
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                   1995       1994       1993
                                                          (in millions)
<S>                                              <C>       <C>        <C>    
  Fixed maturity securities available-for-sale:
    Gross gain                                    $239.6    $  69.6    $ 91.1
    Gross loss                                     (87.8)    (294.1)     (8.4)
  Equity securities available-for-sale:
    Gross gain                                      82.3       50.2      88.3
    Gross loss                                     (31.3)     (50.5)    (33.7)
  Fixed maturity securities held for investment:
    Gross gain                                        --         --     209.9
    Gross loss                                        --         --     (69.5)
  Other investments                                 42.2        5.1    (161.8)
  Related restoration or amortization
    of deferred acquisition costs and
    provision for policyholder
    commitments                                   (108.8)      81.2     (23.7)
  Total                                           $136.2    $(138.5)   $ 92.2
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Provisions (credits) for write-downs and net changes in provisions for losses, 
which are included in realized gain (loss) on investments shown above, are as 
follows:

<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                     1995     1994     1993
                                                          (in millions)
<S>                                                 <C>      <C>     <C> 
  Fixed maturity securities                         $10.4    $14.2   $ 55.6
  Equity securities                                   3.3      6.8       --
  Mortgage loans on real estate                      14.7     19.5    136.7
  Real estate                                        (7.2)    13.0     21.8
  Other long-term investments                        (1.5)      .3      3.9
  Guarantees                                         (2.2)     4.3      1.7
  Total                                             $17.5    $58.1   $219.7
</TABLE>

The change in unrealized appreciation (depreciation) on investments in fixed 
maturity and equity securities is as follows:

<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (in millions)
<S>                                        <C>        <C>          <C> 
  Fixed maturity securities 
    available-for-sale                     $2,063.7   $(1,903.7)   $1,387.1
  Equity securities available-for-sale         78.1       (26.0)        9.2
  Fixed maturity securities 
    held for investment                          --          --      (959.7)
  Total                                    $2,141.8   $(1,929.7)   $  436.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost, gross unrealized gain and loss and fair value of securities 
available-for-sale are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31, 1995
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>       <C>    <C> 
  Corporate bonds                        $12,412.1  $1,141.0  $28.7  $13,524.4
  U.S. Government bonds                      569.6      83.9     .1      653.4
  Foreign governments bonds                  927.9      70.3     .6      997.6
  Mortgage-backed securities:
    Mortgage pass-through securities       1,072.5      41.0    3.2    1,110.3
    Collateralized mortgage obligations    3,816.3     262.5    7.4    4,071.4
    Other mortgage-backed securities           2.8        .3     --        3.1
  State and municipal bonds                   12.3        .1     --       12.4
  Redeemable preferred stocks                 39.3       2.9     --       42.2
  Total fixed maturity securities         18,852.8   1,602.0   40.0   20,414.8
  Equity securities                          480.3     123.6    5.5      598.4
  Total                                  $19,333.1  $1,725.6  $45.5  $21,013.2
</TABLE> 
    
<TABLE> 
<CAPTION> 
                                                    December 31, 1994
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>      <C>     <C> 
  Corporate bonds                        $11,519.3  $143.3   $514.4  $11,148.2
  U.S. Government bonds                    1,048.4     6.9     25.5    1,029.8
  Foreign governments bonds                  541.2     4.7     12.5      533.4
  Mortgage-backed securities:
    Mortgage pass-through securities       1,176.8     3.0     44.1    1,135.7
    Collateralized mortgage obligations    3,835.5    85.8    148.6    3,772.7
    Other mortgage-backed securities           5.0      .1       .1        5.0
  State and municipal bonds                   16.3      .4       --       16.7
  Redeemable preferred stocks                 51.4      .2       .9       50.7
  Total fixed maturity securities         18,193.9   244.4    746.1   17,692.2
  Equity securities                          416.3    56.4     16.4      456.3
  Total                                  $18,610.2  $300.8   $762.5  $18,148.5
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Future maturities of fixed maturity securities available-for-sale are as 
follows:

<TABLE> 
<CAPTION> 
                                                           December 31, 1995
                                                                       Fair
                                                           Cost       Value
                                                             (in millions)
<S>                                                     <C>         <C> 
  Due in one year or less                               $   278.4   $   282.6
  Due after one year through five years                   2,955.7     3,102.1
  Due after five years through ten years                  4,918.2     5,265.9
  Due after ten years                                     5,808.9     6,579.4
  Subtotal                                               13,961.2    15,230.0
  Mortgage-backed securities                              4,891.6     5,184.8
  Total                                                 $18,852.8   $20,414.8
</TABLE> 

The foregoing data is based on stated maturities.  Actual maturities will 
differ in some cases because borrowers may have the right to call or pre-pay 
obligations. 

At December 31, 1995, the current par, amortized cost and estimated fair value 
of investments in mortgage-backed securities summarized by interest rates of 
the underlying collateral are as follows:

<TABLE> 
<CAPTION> 
                                                      December 31, 1995
                                                Current                 Fair
                                                  Par       Cost       Value
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Below 7%                                     $  292.6   $  290.5   $  293.6
  7%-8%                                         1,302.8    1,276.9    1,318.2
  8%-9%                                         1,607.0    1,564.7    1,669.8
  Above 9%                                      1,810.5    1,759.5    1,903.2
  Total                                        $5,012.9   $4,891.6   $5,184.8
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The quality ratings of fixed maturity securities available-for-sale are as 
follows:
<TABLE> 
<CAPTION> 
                                                  December 31, 1995
  <S>                                             <C>         
  Treasuries and AAA                                     34.1%
  AA                                                      8.0
  A                                                      25.9
  BBB                                                    24.5
  BB                                                      3.9
  Less than BB                                            3.6
                                                        100.0%
</TABLE> 
Mortgage loans on real estate are considered impaired when, based on current 
information and events, it is probable that the Company will be unable to 
collect all amounts due according to the contractual terms of the loan 
agreement.  When the Company determines that a loan is impaired, a provision 
for loss is established for the difference between the carrying value of the 
mortgage loan and the estimated value.  Estimated value is based on either the 
present value of expected future cash flows discounted at the loan's effective 
interest rate, the loan's observable market price or the fair value of the 
collateral.  The provision for losses is reported as realized gain (loss) on 
investments.  Mortgage loans deemed to be uncollectible are charged against 
the provision for losses and subsequent recoveries, if any, are credited to 
the provision for losses.

The provision for losses is maintained at a level believed adequate by 
management to absorb estimated probable credit losses.  Management's periodic 
evaluation of the adequacy of the provision for losses is based on the 
Company's past loan loss experience, known and inherent risks in the 
portfolio, adverse situations that may affect the borrower's ability to repay 
(including the timing of future payments), the estimated value of the 
underlying collateral, composition of the loan portfolio, current economic 
conditions and other relevant factors.  This evaluation is inherently 
subjective as it requires estimating the amounts and timing of future cash 
flows expected to be received on impaired loans that may be susceptible to 
significant change.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Impaired loans along with the related allowance for losses are as follows:
<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
  <S>                                                       <C>       <C>  
  Impaired loans with allowance for losses                  $144.7    $246.0
  Allowance for losses                                       (28.5)    (56.6)
  Impaired loans with no allowance for losses                  2.1       2.2
  Net impaired loans                                        $118.3    $191.6
</TABLE> 
Impaired loans with no allowance for losses are a result of direct write-downs 
or for collateral dependent loans where the fair value of the collateral is 
greater than the recorded investment in such loans.

A reconciliation of the mortgage loan allowance for losses for these impaired 
mortgage loans is as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                   <C>     <C>      <C>    
Balance at beginning of year                          $56.6   $220.7   $129.1
Provisions for losses                                  14.7     19.5     79.5
Provision for adoption of FAS 114                        --       --     57.2
Releases due to write-downs                           (12.0)      --       --
Releases due to sales                                 (15.9)  (164.7)   (12.2)
Releases due to foreclosures                          (14.9)   (18.9)   (32.9)
Balance at end of year                                $28.5   $ 56.6   $220.7
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The average recorded investment in impaired loans and the interest income 
recognized on impaired loans were as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                            (in millions)
  <S>                                                <C>      <C>      <C>  
  Average recorded investment in impaired loans      $181.7   $467.5   $703.6
  Interest income recognized on impaired loans         16.6     36.1     47.3
</TABLE> 
All interest income on impaired loans was recognized on the cash basis of 
income recognition.

As of December 31, 1995 and 1994, the Company had restructured loans of 
$62,500,000 and $36,200,000, respectively.  The Company recorded $6,300,000 
and $800,000 interest income on these restructured loans in 1995 and 1994, 
respectively.  Interest income in the amount of $6,600,000 and $3,900,000 
would have been recorded on these loans according to their original terms in 
1995 and 1994, respectively.  As of December 31, 1995 and 1994, the Company 
had no outstanding commitments to lend funds on restructured loans.

As of December 31, 1995, the Company's investment commitments for fixed 
maturity securities (primarily private placements), mortgage loans on real 
estate and real estate were $543,100,000.

Fixed maturity securities available-for-sale, mortgage loans on real estate 
and real estate with a combined carrying value at December 31, 1995 of 
$1,300,000 were non-income producing for the year ended December 31, 1995.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost information for mortgage loans on real estate, real estate and other 
long-term investments are net of allowances for losses.  The balance sheet 
account for other liabilities includes a reserve for guarantees of third-party 
debt.  The amount of allowances and a reserve for such items is as follows:
<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995     1994
                                                               (in millions)
  <S>                                                         <C>      <C>  
  Mortgage loans on real estate                               $28.5    $56.6
  Real estate                                                  46.6     65.2
  Other long-term investments                                  11.8     13.5
</TABLE> 
Details underlying the balance sheet caption "Net Unrealized Gain (Loss) on 
Securities Available-for-Sale," are as follows:
<TABLE> 
<CAPTION> 
                                                             December 31
                                                          1995        1994
                                                            (in millions)
  <S>                                                  <C>         <C>  
  Fair value of securities available-for-sale          $21,013.2   $18,148.5
  Cost of securities available-for-sale                 19,333.1    18,610.2
  Unrealized gain (loss)                                 1,680.1      (461.7)
  Adjustments to deferred acquisition costs               (492.1)      158.2
  Amounts required to satisfy
    policyholder commitments                              (510.1)        8.6
  Deferred income credits (taxes)                         (234.6)      105.9
  Valuation allowance for deferred tax assets                 --      (135.6)
  Net unrealized gain (loss) on
    securities available-for-sale                      $   443.3   $  (324.6)
</TABLE> 
Adjustments to deferred acquisition costs and amounts required to satisfy 
policyholder commitments are netted against the Deferred Acquisition Costs 
asset account and included with the Future Policy Benefits, Claims and Claims 
Expense liability account on the balance sheet, respectively.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes

The Federal income tax expense (benefit) before cumulative effect of 
accounting change is as follows:
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
  <S>                                              <C>      <C>       <C>  
  Current                                          $172.5   $(93.4)   $261.3
  Deferred                                          (45.0)   133.8    (118.8)
  Total                                            $127.5   $ 40.4    $142.5
</TABLE> 
Cash paid for Federal income taxes in 1995, 1994 and 1993 was $27,500,000, 
$41,400,000 and $272,600,000, respectively.  The cash paid in 1995 is net of a 
$146,900,000 cash refund related to the carryback of 1994 capital losses to 
prior years.

The effective tax rate on pre-tax income before cumulative effect of 
accounting change is lower than the prevailing corporate Federal income tax 
rate.  A reconciliation of this difference is as follows:  
<TABLE> 
<CAPTION>  
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
   <S>                                             <C>       <C>      <C>   
  Tax rate times pre-tax income                    $157.3    $91.1    $117.5
  Effect of:
    Tax-exempt investment income                    (22.0)   (21.5)    (16.2)
    Participating policyholders' share                5.4      3.4       4.1
    Loss (gain) on sale of affiliates                  --    (24.1)     34.5
    Other items                                     (13.2)    (8.5)      2.6
  Provision for income taxes                       $127.5    $40.4    $142.5

  Effective tax rate                                 28.4%    15.5%     42.5%
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Federal income tax recoverable (liability) is as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                     <C>         <C> 
  Current                                                 $ (25.0)    $118.2
  Deferred                                                 (141.4)      16.3
  Total                                                   $(166.4)    $134.5
</TABLE> 
Significant components of the Company's net deferred tax asset (liability) are 
as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                      <C>        <C> 
  Deferred tax assets:
    Policy liabilities and accruals 
      and contractholder funds                             $ 694.5    $430.9
    Loss on investments                                         --      16.8
    Net unrealized loss on 
      securities available-for-sale                             --     161.6
    Postretirement benefits other than pensions               25.3      24.2
    Other                                                     39.5      34.6
  Total deferred tax assets                                  759.3     668.1
  Valuation allowance for deferred tax assets                   --    (135.6)
  Net deferred tax assets                                    759.3     532.5

  Deferred tax liabilities:
    Deferred acquisition costs                               218.8     475.5
    Net unrealized gain on 
      securities available-for-sale                          579.6        --
    Gain on investments                                        7.7        --
    Other                                                     94.6      40.7
  Total deferred tax liabilities                             900.7     516.2
  Net deferred tax (liability) asset                       $(141.4)   $ 16.3
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Company is required to establish a "valuation allowance" for any portion 
of its deferred tax assets which are unlikely to be realized.  At December 31, 
1994, $161,600,000 of deferred tax assets relating to net unrealized capital 
losses on fixed maturity and equity securities available-for-sale were 
available to be recorded in shareholder's equity before considering a 
valuation allowance.  For Federal income tax purposes, capital losses may only 
be used to offset capital gains in the current year or during a three year 
carryback and five year carryforward period.  Due to these restrictions, and 
the uncertainty at that time of future capital gains, these deferred tax 
assets were substantially offset by a valuation allowance of $135,600,000.  By 
December 31, 1995, the fair values of fixed maturity and equity securities 
available-for-sale were greater than the cost basis resulting in unrealized 
capital gains.  Accordingly, no valuation allowance was established as of 
December 31, 1995 since management believes it is more likely than not that 
the Company will realize the benefit of its deferred tax assets.

Prior to 1984, a portion of the life companies' current income was not subject 
to current income tax, but was accumulated for income tax purposes in a 
memorandum account designated as "policyholders' surplus." The total of the 
life companies' balances in their respective "policyholders' surplus" accounts 
at December 31, 1983 of $204,800,000 was "frozen" by the Tax Reform Act of 
1984 and, accordingly, there have been no additions to the accounts after that 
date.  That portion of current income on which income taxes have been paid 
will continue to be accumulated in a memorandum account designated as 
"shareholder surplus," and is available for dividends to the shareholder 
without additional payment of tax.  The December 31, 1995 total of the life 
companies' account balances for their "shareholder surplus" was 
$1,554,000,000.  Should dividends to the shareholder for each life company 
exceed its respective "shareholder surplus," amounts would need to be 
transferred from its respective "policyholders' surplus" and would be subject 
to Federal income tax at that time.  In connection with the 1993 sale of a 
life insurance affiliate (see Note 10), $8,800,000 was transferred from 
policyholders' surplus to shareholder surplus and current income tax of 
$3,100,000 was paid.  Under existing or foreseeable circumstances, the Company 
neither expects nor intends that distributions will be made from the remaining 
balance in "policyholders' surplus" of $196,000,000 that will result in any 
such tax.  Accordingly, no provision for deferred income taxes has been 
provided by the Company on its "policyholders' surplus" account.  In the event 
that such excess distributions are made, it is estimated that income taxes of 
approximately $68,600,000 would be due.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data

The balance sheet captions, "Real Estate," "Other Investments" and "Property 
and Equipment," are shown net of allowances for depreciation as follows: 

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Real estate                                               $ 51.6    $ 37.0
  Other investments                                           14.6      12.2
  Property and equipment                                     100.7     104.7
</TABLE> 

Details underlying the balance sheet caption, "Contractholder Funds," are as 
follows: 

<TABLE>
<CAPTION> 
                                                            December 31
                                                          1995        1994
                                                           (in millions)
<S>                                                    <C>         <C> 
  Premium deposit funds                                $17,886.9   $16,770.3
  Undistributed earnings on participating business          91.9        63.6
  Other                                                    193.0       194.7
  Total                                                $18,171.8   $17,028.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

Details underlying the balance sheet captions, "Short-term and Long-term 
Debt," are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Short-term debt:
    Short-term notes                                        $123.5    $150.8
    Current portion of long-term debt                          1.3       2.9
  Total short-term debt                                     $124.8    $153.7

  Long-term debt less current portion:
    7% mortgage note payable, due 1996                      $   --    $  4.9
    9.48% mortgage note payable, due 1996                       --       7.7
    12% mortgage note payable, due 1996                         --        .2
    8.42% mortgage note payable, due 1997                      7.0       7.2
    8.25% mortgage note payable, due 1997                     10.1      10.2
    8% mortgage note payable, due 1997                         2.1        --
    8.75% mortgage note payable, due 1998                     18.4      18.8
    9.75% mortgage note payable, due 2002                      3.2       5.8
  Total long-term debt                                      $ 40.8    $ 54.8
</TABLE> 

Future maturities of long-term debt are as follows (in millions):

      1996 -- $ 1.3    1998 -- $18.4    2000       -- $ --
      1997 --  19.2    1999 --    --    Thereafter --  3.2

Cash paid for interest for 1995, 1994 and 1993 was $67,000, $615,000 and 
$96,000, respectively.

Reinsurance transactions included in the income statement caption, "Insurance 
Premiums," are as follows:

<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                  <C>      <C>      <C> 
  Insurance assumed                                  $777.6   $910.8   $807.5
  Insurance ceded                                     441.7    716.7    568.6
  Net reinsurance premiums                           $335.9   $194.1   $238.9
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

The income statement caption, "Benefits and Settlement Expenses," is net of 
reinsurance recoveries of $456,000, $524,000 and $438,000 for the years ended 
December 31, 1995, 1994 and 1993, respectively.

The income statement caption, "Underwriting, Acquisition, Insurance and Other 
Expenses," includes amortization of deferred acquisition costs of 
$399,700,000, $115,200,000 and $241,000,000 for the years ended December 31, 
1995, 1994 and 1993, respectively.  An additional $(85,200,000), $81,200,000 
and ($23,700,000) of deferred acquisition costs was restored (amortized) and 
netted against "Realized Gain (Loss) on Investments" for the years ended 
December 31, 1995, 1994 and 1993, respectively.

6. Employee Benefit Plans

Pension Plans

LNC maintains funded defined benefit pension plans for most of its employees 
and, prior to January 1, 1995, full-time agents.  The benefits for employees 
are based on total years of service and the highest 60 months of compensation 
during the last 10 years of employment.  The benefits for agents were based on 
a percentage of each agent's yearly earnings.  The plans are funded by 
contributions to tax-exempt trusts.  The Company's funding policy is 
consistent with the funding requirements of Federal laws and regulations.  
Contributions are intended to provide not only the benefits attributed to 
service to date, but also those expected to be earned in the future.  Plan 
assets consist principally of listed equity securities and corporate 
obligations and government bonds.

All benefits applicable to the funded defined benefit plan for agents were 
frozen as of December 31, 1994.  The curtailment of this plan did not have a 
significant effect on net pension cost for 1994.  Effective January 1, 1995, 
pension benefits for agents have been provided by a new defined contribution 
plan.  Contributions to this plan will be based on 2.3% of an agent's earnings 
up to the social security wage base and 4.6% of any excess.

LNC also administers two types of unfunded, nonqualified, defined benefit 
plans for certain employees and agents.  A supplemental retirement plan 
provides defined benefit pension benefits in excess of limits imposed by 
Federal tax law.  A salary continuation plan provides certain officers of the 
Company defined pension benefits based on years of service and final monthly 
salary upon death or retirement. 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The status of the funded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                             (in millions)
<S>                                                       <C>        <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                       $(162.1)   $(130.5)
    Nonvested benefits                                       (9.2)      (7.3)
  Accumulated benefit obligation                           (171.3)    (137.8)
  Effect of projected future compensation increases         (37.2)     (24.3)
  Projected benefit obligation                             (208.5)    (162.1)
  Plan assets at fair value                                 196.4      159.3
  Projected benefit obligations in
    excess of plan assets                                   (12.1)      (2.8)
  Unrecognized net loss (gain)                               12.6        (.5)
  Unrecognized prior service cost                             1.2        1.1
  Prepaid (accrued) pension cost 
    included in other liabilities                         $   1.7    $  (2.2)
</TABLE> 

The status of the unfunded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows: 

<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995      1994
                                                               (in millions)
<S>                                                           <C>       <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                           $(7.0)    $(5.4)
    Nonvested benefits                                         (1.5)     (1.0)
  Accumulated benefit obligation                               (8.5)     (6.4)
  Effect of projected future compensation increases            (2.4)     (2.5)
  Projected benefit obligation                                (10.9)     (8.9)
  Unrecognized transition obligation                             --        --
  Unrecognized net loss (gain)                                  1.0       (.3)
  Unrecognized prior service cost                                .8        .8
  Accrued pension costs included in other liabilities         $(9.1)    $(8.4)
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The determination of the projected benefits obligation for the defined benefit 
plans was based on the following assumptions:
<TABLE> 
<CAPTION> 
                                                        1995    1994    1993
  <S>                                                   <C>     <C>     <C>  
  Weighted-average discount rate                         7.0%    8.0%    7.0%
  Rate of increase in compensation:
    Salary continuation plan                             6.0     6.5     6.0
    All other plans                                      5.0     5.0     5.0
  Expected long-term rate of return on plan assets       9.0     9.0     9.0
</TABLE> 
The components of net pension cost for the defined benefit pension plans are 
as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
   <S>                                                 <C>     <C>     <C> 
  Service cost-benefits earned during the year         $ 5.0   $ 8.9   $ 8.5
  Interest cost on projected benefit obligation         13.2    12.9    12.4
  Actual return on plan assets                         (36.3)    4.7   (20.1)
  Net amortization (deferral)                           22.9   (18.6)    6.1
  Net pension cost                                     $ 4.8   $ 7.9   $ 6.9
</TABLE> 

401(k)

LNC and the Company sponsor contributory defined contribution plans for 
eligible employees and agents.  The Company's contributions to the plans are 
equal to each participant's pre-tax contribution, not to exceed 6% of base 
pay, multiplied by a percentage, ranging from 25% to 150%, which varies 
according to certain incentive criteria as determined by LNC's Board of 
Directors.  Expense for these plans amounted to $8,000,000, $13,200,000 and 
$11,800,000 in 1995, 1994 and 1993, respectively.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

Postretirement Medical and Life Insurance Benefit Plans

LNC sponsors unfunded defined benefit plans that provide postretirement 
medical and life insurance benefits to full-time employees and agents who, 
depending on the plan, have worked for the Company 10 to 15 years and attained 
age 55 to 60.  Medical benefits are also available to spouses and other 
dependents of employees and agents.  For medical benefits, limited 
contributions are required from individuals retired prior to November 1, 1988; 
contributions for later retirees, which can be adjusted annually, are based on 
such items as years of service at retirement and age at retirement.  The life 
insurance benefits are noncontributory, although participants can elect 
supplemental contributory benefits.

The status of the postretirement medical and life insurance benefit plans and 
the amounts recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995       1994
                                                              (in millions)
 <S>                                                       <C>        <C>  
  Accumulated postretirement benefit obligation:
    Retirees                                               $(39.8)    $(34.9)
    Fully eligible active plan participants                  (9.9)      (7.0)
    Other active plan participants                          (20.8)     (15.0)
  Accumulated postretirement benefit obligation             (70.5)     (56.9)
  Unrecognized net gain                                       (.8)      (5.5)
  Accrued plan cost included in other liabilities          $(71.3)    $(62.4)
</TABLE> 
The components of periodic postretirement benefit cost are as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
  <S>                                                   <C>     <C>     <C>    
  Service cost                                          $1.5    $1.7    $2.6
  Interest cost                                          4.4     4.2     4.6
  Amortization cost (credit)                             (.8)     .1      --
  Net periodic postretirement benefit cost              $5.1    $6.0    $7.2
</TABLE> 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The calculation of the accumulated postretirement benefit obligation assumes a 
weighted-average annual rate of increase in the per capita cost of covered 
benefits (i.e., health care cost trend rate) of 9.5% for 1996 gradually 
decreasing to 5.5% by 2004 and remaining at that level thereafter.  The health 
care cost trend rate assumption has a significant effect on the amounts 
reported.  For example, increasing the assumed health care cost trend rates by 
one percentage point each year would increase the accumulated postretirement 
benefit obligation as of December 1995 and 1994 by $5,100,000 and $4,100,000, 
respectively, and the aggregate of the estimated service and interest cost 
components of net periodic postretirement benefit cost for the year ended 
December 31, 1995 by $488,000.  The calculation assumes a long-term rate of 
increase in compensation of 5.0% for both December 31, 1995 and 1994.  The 
weighted-average discount rate used in determining the accumulated 
postretirement benefit obligation was 7.0% and 8.0% at December 31, 1995 and 
1994, respectively.


7. Restrictions, Commitments and Contingencies

Shareholder's Equity Restrictions

Net income as determined in accordance with statutory accounting practices for 
the Company and its insurance subsidiaries in 1995, 1994 and 1993 was 
$284,500,000, $366,700,000 and $237,000,000, respectively.  The Company's 
shareholder's equity as determined in accordance with statutory accounting 
practices at December 31, 1995 and 1994 was $1,732,900,000 and $1,679,700,000, 
respectively.

The Company is subject to certain insurance department regulatory restrictions 
as to the transfer of funds and payments of dividends to LNC.  In 1996, the 
Company can transfer up to $284,500,000 without seeking prior approval from 
the insurance regulators.


Disability Income Claims

The liability for disability income claims net of the related asset for 
amounts recoverable from reinsurers at December 31, 1995 and 1994 is a net 
liability of $602,600,000 and $441,700,000, respectively, excluding deferred 
acquisition costs.  The bulk of the increase to this liability relates to the 
assumption of a large block of disability claim reserves and related assets 
during the third quarter of 1995.  In addition, as indicated in Note 2, the 
Company strengthened its disability income reserves and wrote off certain 
related deferred acquisition costs in the fourth quarter of 1995.  The 
reserves were established on the assumption that the recent experience will 
continue in the future.  If incidence levels or claim termination rates vary 
significantly from these assumptions, further adjustments to reserves may be 
required in the future.  It is not possible to provide a meaningful estimate 
of a range of possible outcomes at this time.  The Company reviews and updates 
the level of these reserves on an on-going basis.

Compliance of Qualified Annuity Plans

Tax authorities continue to focus on compliance of qualified annuity plans 
marketed by insurance companies.  If sponsoring employers cannot demonstrate 
compliance and the insurance company is held responsible due to its marketing 
efforts, the Company and other insurers may be subject to potential liability.  
It is not possible to provide a meaningful estimate of the range of potential 
liability at this time.  Management continues to monitor this matter and to 
take steps to minimize any potential liability.

Group Pension Annuities

The liabilities for guaranteed interest and group pension annuity contracts, 
which are no longer being sold, are supported by a single portfolio of assets 
which attempts to match the duration of these liabilities.  Due to the very 
long-term nature of group pension annuities and the resulting inability to 
exactly match cash flows, a risk exists that future cash flows from 
investments will not be reinvested at rates as high as currently earned by the 
portfolio.  This situation could cause losses which would be recognized at 
some future time.

Leases 
   
The Company and certain of its subsidiaries lease their home office properties 
through sale-leaseback agreements.  The agreements provide for a 25 year lease 
period with options to renew for six additional terms of five years each.  The 
agreements also provide the Company with the right of first refusal to 
purchase the properties during the term of the lease, including renewal 
periods, at a price as defined in the agreements.  In addition, the Company 
has the option to purchase the leased properties at fair market value as 
defined in the agreements on the last day of the initial 25 year lease period 
ending in 2009 or the last day of any of the renewal periods.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Total rental expense under operating leases in 1995, 1994 and 1993 was 
$24,400,000, $21,700,000 and $27,100,000.  Future minimum rental commitments 
are as follows (in millions):
<TABLE> 
<CAPTION> 
  <S>                                                            <C> 
  1996                                                           $ 20.9
  1997                                                             19.5
  1998                                                             18.3
  1999                                                             18.3
  2000                                                             17.7
  Thereafter                                                      172.4
  Total                                                          $267.1
</TABLE> 
Insurance Ceded and Assumed

The Company cedes insurance to other companies, including certain affiliates.  
The portion of risks exceeding each companys retention limit is reinsured 
with other insurers.  The Company seeks reinsurance coverage within the 
business segment that sells life insurance that limits its liabilities on an 
individual insured to $3,000,000.  To cover products other than life 
insurance, the Company acquires other insurance coverages with retentions and 
limits which management believes are appropriate for the circumstances.  The 
accompanying financial statements reflect premiums, benefits and settlement 
expenses and deferred acquisition costs, net of insurance ceded (see Note 5).  
The Company and its subsidiaries remain liable if their reinsurers are unable 
to meet their contractual obligations under the applicable reinsurance 
agreements.

The Company assumes insurance from other companies, including certain 
affiliates.  At December 31, 1995, the Company has provided $92,700,000 of 
statutory surplus relief to other insurance companies under reinsurance 
transactions.  Generally, such amounts are offset by corresponding receivables 
from the ceding company, which are secured by future profits on the reinsured 
business.  However, the Company is subject to the risk that the ceding company 
may become insolvent and the right of offset would not be permitted.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Vulnerability from Concentrations

At December 31, 1995, the Company did not have a material concentration of 
financial instruments in a single investee, industry or geographic location.  
Also at December 31, 1995, the Company did not have a concentration of 1) 
business transactions with a particular customer, lender or distributor, 2) 
revenues from a particular product of service, 3) sources of supply of labor 
or services used in the business or 4) a market or geographic area in which 
business is conducted that makes it vulnerable to an event that is at least 
reasonably possible to occur in the near term and which could cause a serve 
impact to the Company's financial condition.
   
Other Contingency Matters
 
The Company and its subsidiaries are involved in various pending or threatened 
legal proceedings arising from the conduct of their business.  In some 
instances, these proceedings include claims for punitive damages and similar 
types of relief in unspecified or substantial amounts, in addition to amounts 
for alleged contractual liability or requests for equitable relief.  After 
consultation with counsel and a review of available facts, it is management's 
opinion that these proceedings ultimately will be resolved without materially 
affecting the consolidated financial statements of the Company.
 
The number of insurance companies that are under regulatory supervision has 
resulted, and is expected to continue to result, in assessments by state 
guaranty funds to cover losses to policyholders of insolvent or rehabilitated 
companies.  Mandatory assessments may be partially recovered through a 
reduction in future premium taxes in some states.  The Company has accrued for 
expected assessments net of estimated future premium tax deductions.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Guarantees

The Company has guarantees with off-balance-sheet risks whose contractual 
amounts represent credit exposure.  Outstanding guarantees with off-balance-
sheet risks, shown in notional or contract amounts, are as follows:
<TABLE> 
<CAPTION> 
                                                               Notional or
                                                            Contract Amounts
                                                               December 31
                                                              1995    1994
                                                              (in millions)
  <S>                                                        <C>     <C> 
  Real estate partnerships                                   $ 3.3   $17.6
  Mortgage loan pass-through certificates                     63.6    78.2
  Total                                                      $66.9   $95.8
</TABLE> 
The Company has invested in real estate partnerships that use conventional 
mortgage loans.  In some cases, the terms of these arrangements involve 
guarantees by each of the partners to indemnify the mortgagor in the event a 
partner is unable to pay its principal and interest payments.  In addition, 
the Company has sold commercial mortgage loans through grantor trusts which  
issued pass-through certificates.  The Company has agreed to repurchase any  
mortgage loans which remain delinquent for 90 days at a repurchase price 
substantially equal to the outstanding principal balance plus accrued interest 
thereon to the date of repurchase.  It is management's opinion that the value 
of the properties underlying these commitments is sufficient that in the event 
of default the impact would not be material to the Company.  Accordingly, both 
the carrying value and fair value of these guarantees is zero at December 31, 
1995 and 1994.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Derivatives

The Company has derivatives with off-balance-sheet risks whose notional or 
contract amounts exceed the credit exposure.  The Company has entered into 
derivative transactions to reduce its exposure to fluctuations in interest 
rates, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risks.  In addition, the Company 
is subject to the risks associated with changes in the value of its 
derivatives; however, such changes in the value generally are offset by 
changes in the value of the items being hedged by such contracts.  Outstanding 
derivatives with off-balance-sheet risks, shown in notional or contract 
amounts along with their carrying value and estimated fair values, are as 
follows:
<TABLE> 
<CAPTION> 
                                                   Assets (Liabilities)
                                Notional or   Carrying Fair  Carrying Fair
                              Contract Amounts  Value Value   Value  Value
                                December 31     December 31    December 31
                               1995     1994     1995  1995    1994   1994
                                              (in millions)
<S>                         <C>       <C>        <C>    <C>    <C>    <C>     
Interest rate derivatives:
  Interest rate
    cap agreements          $5,110.0  $4,400.0   $22.7  $5.3   $23.3  $34.4
  Spread-lock 
   agreements                  600.0   1,300.0     (.9)  (.9)    3.2    3.2
  Financial
    futures contracts             --     382.5      --    --    (7.5)  (7.5)
  Interest rate swaps            5.0       5.0      .2    .2      .2     .2
                             5,715.0   6,087.5    22.0   4.6    19.2   30.3
  Foreign currency
    derivatives:
      Foreign exchange
        forward contracts       15.7      21.2     (.6)  (.6)     .2     .2
      Foreign currency
        options                 99.2        --     1.9   1.4      --     --
      Foreign currency
        swaps                   15.0        --      .4    .4      --     --
                               129.9      21.2     1.7   1.2      .2     .2
                            $5,844.9  $6,108.7   $23.7  $5.8   $19.4  $30.5
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

A reconciliation and discussion of the notional or contract amounts for the 
significant programs using derivative agreements and contracts is as follows:
<TABLE> 
<CAPTION> 
                                     Interest Rate Caps      Spread Locks
                                        December 31          December 31
                                      1995      1994       1995       1994
                                                   (in millions)
  <S>                              <C>        <C>        <C>        <C> 
  Balance at beginning of year     $4,400.0   $3,800.0   $1,300.0   $1,700.0
  New contracts                       710.0      600.0      800.0         --
  Terminations and maturities            --         --   (1,500.0)    (400.0)
  Balance at end of year           $5,110.0   $4,400.0   $  600.0   $1,300.0
</TABLE> 
<TABLE> 
<CAPTION> 
                                                 Financial Futures
                                          Contracts             Options
                                       1995       1994       1995      1994
                                                  (in millions)
  <S>                               <C>         <C>         <C>       <C>    
  Balance at beginning of year      $  382.5    $   33.1    $   --    $   --
  New contracts                        810.5     1,087.7     181.6     308.0
  Terminations and maturities       (1,193.0)     (738.3)   (181.6)   (308.0)
  Balance at end of year            $     --    $  382.5    $   --    $   --
</TABLE> 
<TABLE> 
<CAPTION> 
                                              Foreign Currency Derivatives
                                            Foreign
                                            Exchange       Foreign   Foreign
                                            Forward       Currency   Currency
                                           Contracts       Options     Swaps
                                         1995    1994    1995  1994 1995  1994
                                                      (in millions)
  <S>                                   <C>     <C>    <C>     <C>  <C>    <C>  
  Balance at beginning of year          $ 21.2  $  --  $   --  $--  $  --  $--
  New contracts                          131.2   38.5   356.6   --   15.0   --
  Terminations and maturities           (136.7) (17.3) (257.4)  --     --   --
  Balance at end of year                $ 15.7  $21.2  $ 99.2  $--  $15.0  $--
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Interest Rate Caps

The interest rate cap agreements, which expire in 1997 through 2003, entitle 
the Company to receive payments from the counterparties on specified future 
reset dates, contingent on future interest rates.  For each cap, the amount of 
such quarterly payments, if any, is determined by the excess of a market 
interest rate over a specified cap rate times the notional amount divided by 
four.  The purpose of the Company's interest rate cap agreement program is to 
protect its annuity line of business from the effect of fluctuating interest 
rates.  The premium paid for the interest rate caps is included in other 
assets ($22,700,000 and $23,400,000 as of December 31, 1995 and 1994, 
respectively) and is being amortized over the terms of the agreements and is 
included in net investment income.

Spread Locks

Spread-lock agreements in effect at December 31, 1995 all expire in 2005.  
Spread-lock agreements provide for a lump sum payment to or by the Company 
depending on whether the spread between the swap rate and a specified U.S. 
Treasury note is larger or smaller than a contractually specified spread.  
Cash payments are based on the product of the notional amount, the spread 
between the swap rate and the yield of an equivalent maturity U.S. Treasury 
security and the price sensitivity of the swap at that time, expressed in 
dollars per basis point.  The purpose of the Company's spread-lock program is 
to protect a portion of its fixed maturity securities against widening of 
spreads.

Financial Futures

The Company uses exchange-traded financial futures contracts and options on 
those financial futures to hedge against interest rate risks and to manage 
duration of a portion of its fixed maturity securities.  Financial futures 
contracts obligate the Company to buy or sell a financial instrument at a 
specified future date for a specified price and may be settled in cash or 
through delivery of the financial instrument.  Cash settlements on the change 
in market values of financial futures contracts are made daily.  Options on 
financial futures give the Company the right, but not the obligation, to 
assume a long or short position in the underlying futures at a specified price 
during a specified time period.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Foreign Currency Derivatives 

The Company uses a combination of foreign exchange forward contracts, foreign 
currency options and foreign currency swaps, all of which are traded over-the-
counter, to hedge some of the foreign exchange risk of investments in fixed 
maturity securities denominated in foreign currencies.  The foreign currency 
forward contracts obligate the Company to deliver a specified amount of 
currency at a future date at a specified exchange rate.  Foreign currency 
options give the Company the right, but not the obligation, to buy or sell a 
foreign currency at a specific exchange rate during a specified time period.  
A foreign currency swap is a contractual agreement to exchange the currencies 
of two different countries pursuant to an agreement to reexchange the two 
currencies at the same rate of exchange at a specified future date.

Additional Derivative Information

Expenses for the agreements and contracts described above amounted to 
$5,600,000 and $5,400,000 in 1995 and 1994, respectively.  Deferred losses of 
$21,800,000 as of December 31, 1995, resulting from 1) terminated and expired 
spread-lock agreements, 2) financial futures contracts and 3) options on 
financial futures, are included with the related fixed maturity securities to 
which the hedge applied and are being amortized over the life of such 
securities.  

The Company is exposed to credit loss in the event of nonperformance by 
counterparties on interest rate cap agreements, spread-lock agreements, 
interest rate swaps, foreign exchange forward contracts, foreign currency 
options and foreign currency swaps, but the Company does not anticipate 
nonperformance by any of these counterparties.  The credit risk associated 
with such agreements is minimized by purchasing such agreements from financial 
institutions with long-standing, superior performance records.  The amount of 
such exposure is essentially the net replacement cost or market value for such 
agreements with each counterparty if the net market value is in the Company's 
favor.  At December 31, 1995, the exposure was $6,900,000.


8. Fair Value of Financial Instruments

The following discussion outlines the methodologies and assumptions used to 
determine the estimated fair value of the Company's financial instruments.  
Considerable judgment is required to develop these fair values and, 
accordingly, the estimates shown are not necessarily indicative of the amounts 
that would be realized in a one time, current market exchange of all of the 
Company's financial instruments.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Fixed Maturity and Equity Securities

Fair values for fixed maturity securities are based on quoted market prices, 
where available.  For fixed maturity securities not actively traded, fair 
values are estimated using values obtained from independent pricing services 
or, in the case of private placements, are estimated by discounting expected 
future cash flows using a current market rate applicable to the coupon rate, 
credit quality and maturity of the investments.  The fair values for equity 
securities are based on quoted market prices.

Mortgage Loans on Real Estate

The estimated fair value of mortgage loans on real estate was established 
using a discounted cash flow method based on credit rating, maturity and 
future income when compared to the expected yield for mortgages having similar 
characteristics.  The rating for mortgages in good standing are based on 
property type, location, market conditions, occupancy, debt service coverage, 
loan to value, caliber of tenancy, borrower and payment record.  Fair values 
for impaired mortgage loans are measured based either on the present value of 
expected future cash flows discounted at the loan's effective interest rate, 
at the loan's market price or the fair value of the collateral if the loan is 
collateral dependent. 
 
Policy Loans
 
The estimated fair value of investments in policy loans was calculated on a 
composite discounted cash flow basis using Treasury interest rates consistent 
with the maturity durations assumed.  These durations were based on historical 
experience.
  
Other Investments and Cash and Invested Cash

The carrying value for assets classified as other investments and cash and 
invested cash in the accompanying balance sheets approximates their fair 
value.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Investment Type Insurance Contracts

The balance sheet captions, "Future Policy Benefits, Claims and Claims 
Expenses" and "Contractholder Funds," include investment type insurance 
contracts (i.e., deposit contracts and guaranteed interest contracts).  The 
fair values for the deposit contracts and certain guaranteed interest 
contracts are based on their approximate surrender values.  The fair values 
for the remaining guaranteed interest and similar contracts are estimated 
using discounted cash flow calculations based on interest rates currently 
being offered on similar contracts with maturities consistent with those 
remaining for the contracts being valued.

The remainder of the balance sheet captions, "Future Policy Benefits, Claims 
and Claims Expenses" and "Contractholder Funds," that do not fit the 
definition of "investment type insurance contracts" are considered insurance 
contracts.  Fair value disclosures are not required for these insurance 
contracts and have not been determined by the Company.  It is the Company's 
position that the disclosure of the fair value of these insurance contracts is 
important in that readers of these financial statements could draw 
inappropriate conclusions about the Company's shareholder's equity determined 
on a fair value basis if only the fair value of assets and liabilities defined 
as financial instruments are disclosed.  The Company and other companies in 
the insurance industry are monitoring the related actions of the various rule-
making bodies and attempting to determine an appropriate methodology for 
estimating and disclosing the "fair value" of their insurance contract 
liabilities.

Short-Term and Long-Term Debt

Fair values for long-term debt issues are estimated using discounted cash flow 
analysis based on the Company's current incremental borrowing rate for similar 
types of borrowing arrangements.  For short-term debt, the carrying value 
approximates fair value.

Guarantees

The Company's guarantees include guarantees related to real estate 
partnerships and mortgage loan pass-through certificates.  Based on historical 
performance where repurchases have been negligible and the current status, 
which indicates none of the loans are delinquent, the fair value liability for 
the guarantees related to the mortgage loan pass-through certificates is 
insignificant.  Fair values for all other guarantees are based on fees that 
would be charged currently to enter into similar agreements, taking into 
consideration the remaining terms of the agreements and the counterparties' 
credit standing.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Derivatives

The Company's derivatives include interest rate cap agreements, spread-lock 
agreements, foreign currency exchange contracts, financial futures contracts, 
options on financial futures, interest rate swaps, foreign currency options 
and foreign currency swaps.  Fair values for these contracts are based on 
current settlement values.  The current settlement values are based on quoted 
market prices for the foreign currency exchange contracts, financial future 
contracts and options on financial futures and on brokerage quotes, which 
utilized pricing models or formulas using current assumptions, for all other 
swaps and agreements.

Investment Commitments

Fair values for commitments to make investment in fixed maturity securities 
(primarily private placements), mortgage loans on real estate and real estate 
are based on the difference between the value of the committed investments as 
of the date of the accompanying balance sheets and the commitment date, which 
would take into account changes in interest rates, the counterparties' credit 
standing and the remaining terms of the commitments.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

The carrying values and estimated fair values of the Company's financial 
instruments are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31
                                            1995                 1994
                                   Carrying     Fair     Carrying     Fair
        Assets (Liabilities)         Value      Value      Value      Value
                                                  (in millions)
<S>                                <C>        <C>        <C>        <C> 
  Fixed maturity securities        $20,414.8  $20,414.8  $17,692.2  $17,692.2
  Equity securities                    598.4      598.4      456.3      456.3
  Mortgage loans on real estate      3,147.8    3,330.5    2,795.9    2,720.6
  Policy loans                         565.3      557.4      528.7      508.1
  Other investments                    241.2      241.2      158.2      158.2
  Cash and invested cash               802.7      802.7      990.9      990.9
  Investment type 
    insurance contracts:
      Deposit contracts and
        certain guaranteed
        interest contracts         (15,390.8) (15,179.1) (14,294.7) (14,052.5)
      Remaining guaranteed 
        interest and similar
        contracts                   (2,470.9)  (2,396.5)  (2,485.5)  (2,423.9)
  Short-term debt                     (124.8)    (124.8)    (153.7)    (153.7)
  Long-term debt                       (40.8)     (36.7)     (54.8)     (57.0)
  Derivatives                           23.7        5.8       19.4       30.5
  Investment commitments                  --        (.8)        --        (.5)
</TABLE> 

As of December 31, 1995 and 1994, the carrying value of the deposit contracts 
and certain guaranteed contracts is net of deferred acquisition costs of 
$333,797,000 and $399,000,000, respectively, excluding adjustments for 
deferred acquisition costs applicable to changes in fair value of securities.  
The carrying values of these contracts are stated net of deferred acquisition 
costs in order that they be comparable with the fair value basis.


9. Segment Information 

The Company has two major business segments:  Life Insurance and Annuities and 
Reinsurance.  The Life Insurance and Annuities segment offers universal life, 
pension products and other individual coverages through a network of career 
agents, independent general agencies and insurance agencies located within a 
variety of financial institutions.  These products are sold throughout the 
United States by the Company.   Reinsurance sells reinsurance products and 
services to insurance companies, HMOs, self-funded employers and other primary 
risk accepting organizations in the U.S. and economically attractive 
international markets.  Effective in the fourth quarter of 1995, operating 
results of the direct disability income business previously included in the 
Life Insurance and Annuities segment is now included in the Reinsurance 
segment.  This direct disability income business, which is no longer being 
sold, is now managed by the Reinsurance segment along with its disability 
income business.  Prior to the sale of 100% of the ownership of its primary 
underwriter of employee life-health benefit coverages in 1994 (see Note 10), 
the Employee Life-Health Benefits segment distributed group life and health 
insurance, managed health care and other related coverages through career 
agents and independent general agencies.  Activity which is not included in 
the major business segments is shown as "Other Operations."

"Other Operations" includes operations not directly related to the business 
segments and unallocated corporate items (i.e., corporate investment income, 
interest expense on corporate debt and unallocated corporate overhead 
expenses).

The revenue, pre-tax income and assets by segment for 1993 through 1995 are as 
follows:

<TABLE> 
<CAPTION> 
                                                  Year ended December 31
                                                1995       1994       1993
                                                       (in millions)
<S>                                           <C>        <C>        <C> 
  Revenue:
    Life Insurance and Annuities              $2,569.2   $2,065.3   $2,341.9
    Reinsurance                                  751.2      660.4      610.7
    Employee Life-Health Benefits                   --      314.9    1,326.8
    Other Operations                              16.1       74.6      (28.8)
    Total                                     $3,336.5   $3,115.2   $4,250.6
  Income (loss) before income taxes and 
   cumulative effect of accounting change:
      Life Insurance and Annuities            $  361.0   $   75.6   $  265.3
      Reinsurance                                 83.5       93.9       31.6
      Employee Life-Health Benefits                 --       22.9       83.0
      Other Operations                             5.0       67.8      (44.2)
      Total                                   $  449.5   $  260.2   $  335.7
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

9. Segment Information (continued)

<TABLE> 
<CAPTION> 
                                                         December 31
                                                1995        1994        1993
                                                        (in millions)
<S>                                          <C>         <C>         <C> 
  Assets:
    Life Insurance and Annuities             $45,280.0   $37,675.9   $36,021.0
    Reinsurance                                3,383.5     2,311.5     2,328.9
    Employee Life-Health Benefits                   --          --       588.5
    Other Operations                             923.6     1,038.1       770.0
    Total                                    $49,587.1   $41,025.5   $39,708.4
</TABLE> 

Provisions for depreciation and capital additions were not material.

10. Sale of Affiliates

In December 1993, the Company recorded a provision for loss of $98,500,000 
(also $98,500,000 after-tax) in the "Other Operations" segment for the sale of 
Security-Connecticut Life Insurance Company ("Security-Connecticut").  The 
sale was completed on February 2, 1994 through an initial public offering and 
the Company received cash and notes, net of related expenses, totaling 
$237,700,000.  The loss on sale and disposal expenses did not differ 
materially from the estimate recorded in the fourth quarter of 1993.  For the 
year ended December 31, 1993, Security-Connecticut, which operated in the Life 
Insurance and Annuities segment, had revenue of $274,500,000 and net income of 
$24,000,000.

In 1994, the Company completed the sale of 100% of the common stock of 
EMPHESYS (parent company of Employers Health Insurance Company, which 
comprised the Employee Life-Health Benefits segment) for $348,200,000 of cash, 
net of related expenses, and a $50,000,000 promissory note.  A gain on sale of 
$69,000,000 (also $69,000,000 after-tax) was recognized in 1994 in "Other 
Operations".  For the year ended December 31, 1993, EMPHESYS had revenues of 
$1,304,700,000 and net income of $55,300,000.  EMPHESYS had revenue and net 
income of $314,900,000 and $14,400,000, respectively, during the three months 
of ownership in 1994.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

11. Subsequent Event

In January 1996, LNC announced that it had signed a definitive agreement to 
acquire the group tax-sheltered annuity business of UNUM Corporation's 
affiliates.  This purchase is expected to be completed in the form of a 
reinsurance transaction with an initial ceding commission of approximately 
$70,000,000.  This ceding commission represents the present value of business 
in-force and, accordingly, will be classified as other intangible assets upon 
the close of this transaction.  This transaction, which is expected to close 
in the third quarter of 1996, will increase LNC's assets and policy 
liabilities and accruals by approximately $3,200,000,000.


12. Transactions With Affiliates

A wholly owned subsidiary of LNC, Lincoln Financial Group, Inc. ("LFGI"), has 
a nearly exclusive general agents contract with the Company under which it 
sells the Company's products and provides the service that otherwise would be 
provided by a home office marketing department and regional offices.  For 
providing these selling and marketing services, the Company paid LFGI override 
commissions and operating expense allowances of $81,900,000, $78,500,000 and 
$74,500,000 in 1995, 1994 and 1993, respectively.  LFGI incurred expenses of 
$10,400,000, $10,700,000 and $10,500,000 in 1995, 1994 and 1993, respectively, 
in excess of the override commission and operating expense allowances received 
from the Company, which the Company is not required to reimburse.

Cash and invested cash at December 31, 1995 and 1994 include the Company's 
participation in a short-term investment pool with LNC of $333,800,000 and 
$428,300,000, respectively.  Related investment income amounted to 
$22,500,000, $17,100,000 and $9,100,000 in 1995, 1994 and 1993, respectively.  
Short-term debt at December 31, 1995 and 1994 includes $67,000,000 and 
$68,600,000, respectively, borrowed from LNC.  The Company paid interest to 
LNC of $24,000, $8,000 and $137,000 in 1995, 1994 and 1993, respectively.

The Company provides services to and receives services from affiliated 
companies which resulted in a net receipt of $7,500,000, $13,900,000 and 
$18,900,000 in 1995, 1994 and 1993, respectively.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

12. Transactions With Affiliates (continued)

The Company both cedes and accepts reinsurance from affiliated companies.  
Premiums in the accompanying statements of income includes reinsurance 
transactions with affiliated companies as follows:

<TABLE> 
<CAPTION> 
                                                                Year ended
                                                                December 31
                                                               1995     1994
                                                               (in millions)
<S>                                                          <C>       <C> 
  Insurance assumed                                          $ 17.6    $ 19.8
  Insurance ceded                                             214.4     481.3
</TABLE> 

The balance sheets include reinsurance balances with affiliated companies as 
follows:

<TABLE> 
<CAPTION> 
                                                                December 31
                                                              1995      1994
                                                               (in millions)
<S>                                                         <C>        <C> 
  Future policy benefits and claims assumed                 $  344.8   $341.3
  Future policy benefits and claims ceded                    1,344.5    857.7
  Amounts recoverable on paid and unpaid losses                 65.9     36.8
  Reinsurance payable on paid losses                             5.5      3.5
  Funds held under reinsurance treaties-net liability          712.3    238.4
</TABLE> 

Substantially all reinsurance ceded to affiliated companies is with 
unauthorized companies.  To take a reserve credit for such reinsurance, the 
Company holds assets from the reinsurer, including funds held under 
reinsurance treaties, and is the beneficiary on letters of credit aggregating 
$340,800,000 and $308,200,000 at December 31, 1995 and 1994, respectively.  At 
December 31, 1995 and 1994, LNC had guaranteed $275,300,000 and $298,200,000, 
respectively, of these letters of credit.  At December 31, 1995, the Company 
has a receivable (included in the foregoing amounts) from affiliated insurance 
companies in the amount of $241,900,000 for statutory surplus relief received 
under financial reinsurance ceded agreements.

 

                 
<PAGE>
 
Report of Ernst & Young LLP, Independent Auditors

Board of Directors
The Lincoln National Life Insurance Company

We have audited the accompanying consolidated balance sheets of The Lincoln 
National Life Insurance Company, a wholly owned subsidiary of Lincoln National 
Corporation, as of December 31, 1995 and 1994, and the related consolidated 
statements of income, shareholder's equity and cash flows for each of the three 
years in the period ended December 31, 1995. Our audits also included the 
financial statement schedules listed on B-   . These financial statements and 
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedules based on
our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of The Lincoln 
National Life Insurance Company at December 31, 1995, and 1994, and the 
consolidated results of its operations and its cash flows for each of the three 
years in the period ended December 31, 1995, in conformity with generally 
accepted accounting principles. Also, in our opinion, the related financial 
statement schedules, when considered in relation to the basic financial 
statements taken as a whole, present fairly in all material respects the 
information set forth therein.

As discussed in Note 2 to the consolidated financial statements, in 1993 the 
Company changed its method of accounting for postretirement benefits other than 
pensions, accounting for impairment of loans and accounting for certain 
investments in debt and equity securities.

    
                             /S/ ERNST & YOUNG LLP 

Fort Wayne, Indiana      
February 7, 1996

<PAGE>
 
FINANCIAL SCHEDULES

The following consolidated financial statement schedules of The Lincoln National
Life Insurance Company and subsidiaries are included on Pages B-     through 
B-   . 

I   Summary of Investments Other than Investments in Related Parties December 
    31, 1995

III Supplementary Insurance Information Years ended December 31, 1995, 1994 and
    1993
 
IV  Reinsurance Years ended December 31, 1995, 1994 and 1993

V   Valuation and Qualifying Accounts Years ended December 31, 1995, 1994 and 
    1993

All other schedules for which provision is made in the applicable accounting 
regulation of the Securities and Exchange Commission are not required under the 
related instructions, are inapplicable or the required information is included 
in the consolidated financial statements, and therefore have been omitted.


<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule I
Summary of Investments Other Than Investments in Related Parties

December 31, 1995
(000's omitted)

<TABLE> 
<CAPTION> 
                 Column A                           Column B      Column C        Column D
                                                                                 Amount at
                                                                                   Which 
                                                                                  Shown in
                                                                                the Balance 
            Type of Investment                        Cost          Value          Sheet
<S>                                              <C>            <C>           <C> 
Fixed maturity securities available-for-sale:
  Bonds:
    United States Government and 
      government agencies and authorities        $    569,552   $   653,444   $   653,444
    States, municipalities
      and political subdivisions                       12,325        12,375        12,375
    Mortgage-backed securities                      4,891,521     5,184,751     5,184,751
    Foreign governments                               927,901       997,567       997,567
    Public utilities                                2,572,309     2,772,990     2,772,990
    Convertibles and bonds
      with warrants attached                          181,431       199,658       199,658
    All other corporate bonds                       9,658,371    10,551,770    10,551,770
  Redeemable preferred stocks                          39,427        42,230        42,230
Total fixed maturity securities                    18,852,837    20,414,785    20,414,785

Equity securities available-for-sale:
  Common stocks:
    Public utilities                                    8,980        10,989        10,989
    Banks, trust and insurance companies               74,897        89,197        89,197
    Industrial, miscellaneous and all other           345,434       436,556       436,556
  Nonredeemable preferred stocks                       50,950        61,693        61,693
Total equity securities                               480,261       598,435       598,435

Mortgage loans on real estate                       3,176,275                   3,147,783 (A)
Real estate:
  Investment properties                               635,135                     635,135
  Acquired in satisfaction of debt                    157,441                     110,888 (A)
Policy loans                                          565,325                     565,325
Other investments                                     253,015                     241,219 (A)
Total investments                                 $24,120,189                 $25,713,570
</TABLE>

(A)  Investments which are deemed to have declines in value that are other than
temporary are written down or reserved for to reduce their carrying value to 
their estimated realizable value.

<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information
(000's omitted)

<TABLE> 
<CAPTION> 
             Column A                     Column B       Column C       Column D     Column E       Column F
                                                       Future Policy
                                                         Benefits,                 Other Policy
                                          Deferred      Claims and                  Claims and
                                         Acquisition      Claim         Unearned     Benefits       Premium
              Segment                       Costs        Expenses       Premiums      Payable      Revenue (A)
<S>                                      <C>            <C>             <C>        <C>             <C>  
Year ended December 31, 1995:
  Life insurance and annuities           $  713,213     $6,530,475       $ 9,145        $--        $  685,258
  Reinsurance                               247,921      1,855,039        45,951         --           611,416
  Other (including consolidating
     adjustments)                            (7,300)        49,505            78         --               622
Total                                    $  953,834     $8,435,019      $ 55,174        $--        $1,297,296

Year ended December 31, 1994:
  Life insurance and annuities           $1,427,692     $5,888,581      $ 11,201        $--        $  647,416
  Reinsurance                               304,913      1,626,033        51,618         --           542,034
  Employee life-health benefits                  --             --            --         --           299,338
  Other (including consolidating
    adjustments)                              3,921         26,158        (1,347)        --             1,076
Total                                    $1,736,526     $7,540,772      $ 61,472        $--        $1,489,864

Year ended December 31, 1993:
  Life insurance and annuities           $  999,126     $6,782,207      $  5,188        $--        $  662,353
  Reinsurance                               298,787      1,616,088        54,157         --           491,397
  Employee life-health benefits                  --        228,892            --         --         1,243,576
  Other (including consolidating 
    adjustments)                                 --        171,043           315         --               387
Total                                    $1,297,913     $8,798,230     $  59,660        $--        $2,397,713
</TABLE>
 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information (continued)
(000's omitted)

<TABLE> 
<CAPTION> 
                Column A                     Column G      Column H         Column I       Column J     Column K
                                                                          Amortization
                                                           Benefits,      of Deferred
                                                Net       Claims and        Policy          Other
                                            Investment      Claim         Acquisition     Operating      Premium
                Segment                     Income (B)     Expenses          Costs       Expenses (B)    Written
<S>                                         <C>           <C>             <C>            <C>             <C> 
Year ended December 31, 1995:
  Life insurance and annuities              $1,741,231    $1,649,119        $298,020      $261,016         $--
  Reinsurance                                  134,000       472,198         101,729        93,750          --
  Other (including consolidating
    adjustments)                                24,399         1,299              --         9,898          --
Total                                       $1,899,630    $2,122,616        $399,749      $364,664         $--

Year ended December 31, 1994:
  Life insurance and annuities              $1,542,552    $1,554,479        $ 85,697      $349,529         $--
  Reinsurance                                  116,957       419,266          29,477       117,238          --
  Employee life-health benefits (C)             10,838       218,672              --        73,355          --
  Other (including consolidating
    adjustments)                                 3,634         1,630              --         5,682          --
Total                                       $1,673,981    $2,194,047        $115,174      $545,804         $--

Year ended December 31, 1993:
  Life insurance and annuities              $1,676,163    $1,615,883        $197,363      $268,066         $--
  Reinsurance                                  115,582       467,824          38,351        72,840          --
  Employee life-health benefits                 54,513       943,235              --       300,648          --
  Other (including consolidating
    adjustments)                               (22,799)        6,197           5,275          (744)         --
Total                                       $1,823,459    $3,033,139        $240,989      $640,810         $--

(A)  Includes insurance fees on universal life and other interest sensitive products.
(B)  The allocation of expenses between investments and other operations are based on a number of assumptions and estimates.  
Results would change if different methods were applied.
(C)  Includes data through the March 21, 1994 date of sale of the direct writer of employee life-health coverages.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule IV
Reinsurance (A)
(000's omitted)

<TABLE> 
<CAPTION> 
           Column A                      Column B      Column C       Column D     Column E      Column F
                                                                                                Percentage
                                                        Ceded         Assumed                   of Amount
                                          Gross        to Other      from Other        Net       Assumed
                                          Amount      Companies      Companies       Amount      to Net
<S>                                   <C>            <C>           <C>            <C>           <C>     
Year ended December 31, 1995:
  Life insurance in force             $ 51,570,782   $17,612,782   $142,794,000   $176,752,000    80.8%
  Premiums:
    Health insurance                       302,463       299,222        273,572        276,813    98.8
    Life insurance (B)                     658,936       142,523        504,070      1,020,483    49.4
Total                                 $    961,399   $   441,745   $    777,642   $  1,297,296

Year ended December 31, 1994:
  Life insurance in force             $ 79,802,000   $45,822,000   $125,640,000   $159,620,000    78.7%
  Premiums:
    Health insurance                       666,609       496,090        359,659        530,178    67.8
    Life insurance (B)                     629,185       220,678        551,179        959,686    57.4
Total                                 $  1,295,794   $   716,768   $    910,838   $  1,489,864

Year ended December 31, 1993:
  Life insurance in force             $135,401,000   $61,401,000   $109,257,000   $183,257,000    59.6%
  Premiums:
    Health insurance                     1,387,414       217,705        262,171      1,431,880    18.3
    Life insurance (B)                     771,408       350,907        545,332        965,833    56.5
Total                                 $  2,158,822   $   568,612   $    807,503   $  2,397,713

(A)  Special-purpose bulk reinsurance transactions have been excluded.
(B)  Includes insurance fees on universal life and other interest sensitive products.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule V
Valuation and Qualifying Accounts
(000's omitted)

<TABLE> 
<CAPTION> 
              Column A                            Column B              Column C             Column D     Column E
                                                                        Additions
                                                                    (1)          (2)
                                                                               Charged
                                                                  Charged        to
                                                  Balance at        to          Other                    Balance at
                                                  Beginning     Costs and      Accounts-   Deductions-    End of 
                                                  of Period    Expenses (A)    Describe    Describe (B)    Period
<S>                                               <C>          <C>             <C>         <C>           <C> 
Year ended December 31, 1995:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $ 56,614     $  2,659         $--       $ (30,781)     $ 28,492
    Reserve for real estate                          65,186       (7,227)         --         (11,406)       46,553
    Reserve for other long-term investments          13,492       (1,541)         --            (155)       11,796

Year ended December 31, 1994:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $220,671     $ 19,464         $--       $(183,521)     $ 56,614
    Reserve for real estate                         121,427       13,058          --         (69,299)       65,186
    Reserve for other long-term investments          26,730          262          --         (13,500)       13,492
  Included in other liabilities:
    Investment guarantees                             1,804        4,280          --          (6,084)           --

Year ended December 31, 1993:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $129,093     $136,717         $--       $ (45,139)     $220,671
    Reserve for real estate                         114,178       21,776          --         (14,527)      121,427
    Reserve for other long-term investments          31,582        3,905          --          (8,757)       26,730
  Included in other liabilities:
    Investment guarantees                            12,550        1,674          --         (12,420)        1,804

(A)  Exclude charges for the direct write-off of assets.  The negative amounts represent improvements in the underlying assets for 
which valuation accounts had previously been established.
(B)  Deductions reflect sales or foreclosures of the underlying holdings.
</TABLE> 


<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
BALANCE SHEETS--STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                                    December 31
                                                                                    1996       1995
                                                                                    ---------  ---------
                                                                                    (in millions)
                                                                                    --------------------
<S>                                                                                 <C>        <C>
ADMITTED ASSETS
CASH AND INVESTMENTS:
Bonds                                                                               $19,389.6  $17,729.7
- -------------------------------------------------------------------------------------------------------
Preferred stocks                                                                        239.7       89.9
- -------------------------------------------------------------------------------------------------------
Unaffiliated common stocks                                                              358.3      535.5
- -------------------------------------------------------------------------------------------------------
Affiliated common stocks                                                                241.5      193.0
- -------------------------------------------------------------------------------------------------------
Mortgage loans on real estate                                                         2,976.7    2,909.7
- -------------------------------------------------------------------------------------------------------
Real estate                                                                             621.3      655.2
- -------------------------------------------------------------------------------------------------------
Policy loans                                                                            626.5      515.8
- -------------------------------------------------------------------------------------------------------
Other investments                                                                       282.7      248.0
- -------------------------------------------------------------------------------------------------------
Cash and short-term investments                                                         759.2      780.9
- ----------------------------------------------------------------------------------- ---------  ---------
Total cash and investments                                                           25,495.5   23,657.7
- -------------------------------------------------------------------------------------------------------
Premiums and fees in course of collection                                                60.9       17.1
- -------------------------------------------------------------------------------------------------------
Accrued investment income                                                               343.6      342.5
- -------------------------------------------------------------------------------------------------------
Funds withheld by ceding companies                                                       25.8      595.3
- -------------------------------------------------------------------------------------------------------
Other admitted assets                                                                   355.7      217.7
- -------------------------------------------------------------------------------------------------------
Separate account assets                                                              23,735.1   18,461.6
- ----------------------------------------------------------------------------------- ---------  ---------
Total admitted assets                                                               $50,016.6  $43,291.9
- ----------------------------------------------------------------------------------- =========  =========
LIABILITIES AND CAPITAL AND SURPLUS
LIABILITIES:
Future policy benefits and claims                                                   $ 5,954.0  $ 5,713.3
- -------------------------------------------------------------------------------------------------------
Other policyholder funds                                                             17,262.4   15,598.5
- -------------------------------------------------------------------------------------------------------
Amounts withheld or retained by Company as agent or trustee                             250.2      499.3
- -------------------------------------------------------------------------------------------------------
Funds held under reinsurance treaties                                                   564.6    1,053.5
- -------------------------------------------------------------------------------------------------------
Asset valuation reserve                                                                 375.5      270.0
- -------------------------------------------------------------------------------------------------------
Interest maintenance reserve                                                             76.7      116.3
- -------------------------------------------------------------------------------------------------------
Other liabilities                                                                       490.9      391.3
- -------------------------------------------------------------------------------------------------------
Federal income taxes                                                                      4.3        3.2
- -------------------------------------------------------------------------------------------------------
Net transfers due from separate accounts                                               (659.7)    (548.0)
- -------------------------------------------------------------------------------------------------------
Separate account liabilities                                                         23,735.1   18,461.6
- ----------------------------------------------------------------------------------- ---------  ---------
Total liabilities                                                                    48,054.0   41,559.0
- -------------------------------------------------------------------------------------------------------
CAPITAL AND SURPLUS:
Common stock, $2.50 par value:
 Authorized, issued and outstanding shares--10 million (owned by Lincoln National
 Corporation)                                                                            25.0       25.0
- -------------------------------------------------------------------------------------------------------
Paid-in surplus                                                                         883.4      783.4
- -------------------------------------------------------------------------------------------------------
Unassigned surplus                                                                    1,054.2      924.5
- ----------------------------------------------------------------------------------- ---------  ---------
Total capital and surplus                                                             1,962.6    1,732.9
- ----------------------------------------------------------------------------------- ---------  ---------
Total liabilities and capital and surplus                                           $50,016.6  $43,291.9
- ----------------------------------------------------------------------------------- =========  =========
</TABLE>
 
See accompanying notes.
 
                                                                            S-1
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF INCOME--STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                     Year ended December 31
                                                     1996     1995     1994
                                                        -----------------------
                                                     (in millions)
                                                     --------------------------
<S>                                                  <C>      <C>      <C>
PREMIUMS AND OTHER REVENUES:
Premiums and deposits                                $7,268.5 $4,899.1 $5,648.7
- -------------------------------------------------------------------------------
Net investment income                                 1,756.3  1,772.2  1,606.8
- -------------------------------------------------------------------------------
Amortization of interest maintenance reserve             27.2     34.0      9.8
- -------------------------------------------------------------------------------
Commissions and expense allowances on reinsurance
 ceded                                                   90.9     98.3    145.0
- -------------------------------------------------------------------------------
Expense charges on deposit funds                        100.7     83.2     70.5
- -------------------------------------------------------------------------------
Other income                                             16.8     14.5     15.6
- ---------------------------------------------------  -------- -------- --------
Total revenues                                        9,260.4  6,901.3  7,496.4
- -------------------------------------------------------------------------------
BENEFITS AND EXPENSES:
Benefits and settlement expenses                      5,989.9  4,184.0  5,071.6
- -------------------------------------------------------------------------------
Underwriting, acquisition, insurance and other
 expenses                                             2,878.5  2,345.7  2,136.1
- ---------------------------------------------------  -------- -------- --------
Total benefits and expenses                           8,868.4  6,529.7  7,207.7
- ---------------------------------------------------  -------- -------- --------
Gain from operations before dividends to
policyholders, income taxes and net realized gain
on investments                                          392.0    371.6    288.7
- -------------------------------------------------------------------------------
Dividends to policyholders                               27.3     27.3     18.0
- ---------------------------------------------------  -------- -------- --------
Gain from operations before federal income taxes
 and net realized gain on investments                   364.7    344.3    270.7
- -------------------------------------------------------------------------------
Federal income taxes                                     83.6    103.7     52.8
- ---------------------------------------------------  -------- -------- --------
Gain from operations before net realized gain on
 investments                                            281.1    240.6    217.9
- -------------------------------------------------------------------------------
Net realized gain on investments, net of income tax
expense (benefits) [1996--$28.5; 1995--$48.1;
1994--$(178.1)] and excluding net transfers to
(from) the interest maintenance reserve [1996--
$(12.4); 1995--$94.9; 1994--$(147.1)]                    53.3     43.9    124.0
- ---------------------------------------------------  -------- -------- --------
Net income                                           $  334.4 $  284.5 $  341.9
- ---------------------------------------------------  ======== ======== ========
</TABLE>
 
 
See accompanying notes.
 
S-2
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS--STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                  Year
                                                                  ended
                                                                  December
                                                                  31
                                                                  1996      1995      1994
                                                                  --------  --------  --------
                                                                  (in millions)
                                                                  ----------------------------
<S>                                                               <C>       <C>       <C>
Capital and surplus at beginning of year                          $1,732.9  $1,679.6  $1,302.5
- ----------------------------------------------------------------
CAPITAL AND SURPLUS INCREASE (DECREASE):
Net income                                                           334.4     284.5     341.9
- ----------------------------------------------------------------
Differences in cost and admitted investment amounts                   38.6     143.2    (123.3)
- ----------------------------------------------------------------
Nonadmitted assets                                                    (3.0)      2.9      (3.2)
- ----------------------------------------------------------------
Regulatory liability for reinsurance                                   0.6      (2.0)     (1.1)
- ----------------------------------------------------------------
Life policy reserve valuation basis                                   (0.4)      2.9      (1.3)
- ----------------------------------------------------------------
Asset valuation reserve                                             (105.5)   (112.5)     83.8
- ----------------------------------------------------------------
Mortgage loan, real estate and other investment reserves                --       2.2     218.6
- ----------------------------------------------------------------
Paid-in surplus                                                      100.0      15.1        --
- ----------------------------------------------------------------
Separate account receivable due to change in valuation                  --      27.0        --
- ----------------------------------------------------------------
Accounting for separate account contracts                               --        --     (13.3)
- ----------------------------------------------------------------
Dividends to shareholder                                            (135.0)   (310.0)   (125.0)
- ----------------------------------------------------------------  --------  --------  --------
Capital and surplus at end of year                                $1,962.6  $1,732.9  $1,679.6
- ----------------------------------------------------------------  ========  ========  ========
</TABLE>
 
 
 
 
SEE ACCOMPANYING NOTES.
 
                                                                             S-3
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
STATEMENTS OF CASH FLOWS--STATUTORY BASIS
 
<TABLE>
<CAPTION>
                                                                  Year ended December 31
                                                                  1996        1995        1994
                                                                  ----------------------------------
                                                                  (in millions)
                                                                  ----------------------------------
<S>                                                               <C>         <C>         <C>
OPERATING ACTIVITIES
Premiums, policy proceeds and other considerations received       $  8,059.4  $  5,430.9  $  5,654.5
- -------------------------------------------------------------------------------------
Allowances and reserve adjustments received (paid) on
 reinsurance ceded                                                    (767.5)     (383.6)      137.1
- -------------------------------------------------------------------------------------
Investment income received                                           1,700.6     1,713.2     1,588.5
- -------------------------------------------------------------------------------------
Benefits paid                                                       (4,050.4)   (3,239.6)   (3,054.1)
- -------------------------------------------------------------------------------------
Insurance expenses paid                                             (2,972.2)   (2,513.5)   (2,542.5)
- -------------------------------------------------------------------------------------
Federal income taxes recovered (paid)                                  (72.3)       38.4      (191.8)
- -------------------------------------------------------------------------------------
Dividends to policyholders                                             (27.7)      (16.5)      (18.4)
- -------------------------------------------------------------------------------------
Other income received and expenses paid, net                             6.3        14.4        59.2
- -------------------------------------------------------------------------------------
                                                                  ----------  ----------  ----------
Net cash provided by operating activities                            1,876.2     1,043.7     1,632.5
- -------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Sale, maturity or repayment of investments                          12,542.0    13,183.9    11,877.0
- -------------------------------------------------------------------------------------
Purchase of investments                                            (14,175.4)  (14,049.6)  (12,871.8)
- -------------------------------------------------------------------------------------
Other uses                                                            (266.5)      (64.0)     (123.4)
- -------------------------------------------------------------------------------------
                                                                  ----------  ----------  ----------
Net cash used in investing activities                               (1,899.9)     (929.7)   (1,118.2)
- -------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Surplus paid-in                                                        100.0        15.1          --
- -------------------------------------------------------------------------------------
Proceeds from borrowings                                               100.0        63.0        63.0
- -------------------------------------------------------------------------------------
Repayment of borrowings                                                (63.0)      (63.0)      (60.0)
- -------------------------------------------------------------------------------------
Dividends paid to shareholder                                         (135.0)     (310.0)     (125.0)
- -------------------------------------------------------------------------------------
                                                                  ----------  ----------  ----------
Net cash provided by (used in) financing activities                      2.0      (294.9)     (122.0)
- -------------------------------------------------------------------------------------
                                                                  ----------  ----------  ----------
Net increase (decrease) in cash and short-term investments             (21.7)     (180.9)      392.3
- -------------------------------------------------------------------------------------
Cash and short-term investments at beginning of year                   780.9       961.8       569.5
- -------------------------------------------------------------------------------------
                                                                  ----------  ----------  ----------
Cash and short-term investments at end of year                    $    759.2  $    780.9  $    961.8
- -------------------------------------------------------------------------------------
                                                                  ==========  ==========  ==========
</TABLE>
 
See accompanying notes.
 
S-4
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
 
 
1.SUMMARY OF SIGNIFICANT
  ACCOUNTING POLICIES
 
  ORGANIZATION AND OPERATIONS
  The Lincoln National Life Insurance Company ("Company") is a wholly owned
  subsidiary of Lincoln National Corporation ("LNC") and is domiciled in In-
  diana. As of December 31, 1996, the Company owns 100% of the outstanding
  common stock of four insurance company subsidiaries: First Penn-Pacific
  Life Insurance Company, Lincoln National Health & Casualty Insurance Compa-
  ny, Lincoln National Reassurance Company and Lincoln Life & Annuity Company
  of New York.
 
  The Company's principal business consist of underwriting annuities, depos-
  it-type contracts, life and health insurance through multiple distribution
  channels and the reinsurance of individual and group life and health busi-
  ness. The Company is licensed and sells its products in 49 states, Canada
  and several U.S. territories.
 
  USE OF ESTIMATES
  The preparation of financial statements requires management to make esti-
  mates and assumptions that affect amounts reported in the financial state-
  ments and accompanying notes. Such estimates and assumptions could change
  in the future as more information becomes known, which could impact the
  amounts reported and disclosed herein.
 
  BASIS OF PRESENTATION
  The accompanying financial statements have been prepared in conformity with
  accounting practices prescribed or permitted by the Indiana Department of
  Insurance, which practices differ from generally accepted accounting prin-
  ciples ("GAAP"). The more significant variances from GAAP are as follows:
 
  INVESTMENTS
  Bonds are reported at cost or amortized cost or market value based on their
  National Association of Insurance Commissioners ("NAIC") rating. For GAAP,
  the Company's bonds are classified as available-for-sale and, accordingly,
  are reported at fair value with changes in the fair values reported di-
  rectly in shareholder's equity after adjustments for related amortization
  of deferred acquisition costs, additional policyholder commitments and de-
  ferred income taxes.
 
  Investments in real estate are reported net of related obligation rather
  than on a gross basis.
 
  Changes between cost and admitted asset investment amounts are credited or
  charged directly to unassigned surplus rather than to a separate surplus
  account.
 
  Under a formula prescribed by the NAIC, the Company defers the portion of
  realized capital gains and losses on sales of fixed income investments,
  principally bonds and mortgage loans, attributable to changes in the gen-
  eral level of interest rates and amortizes those deferrals over the remain-
  ing period to maturity of the individual security sold. The net deferral is
  reported as the interest maintenance reserve in the accompanying balance
  sheets. Realized capital gains and losses are reported in income net of
  federal income tax and transfers to the interest maintenance reserve. The
  asset valuation reserve is determined by an NAIC prescribed formula and is
  reported as a liability rather than unassigned surplus. Under GAAP, real-
  ized capital gains and losses are reported in the income statement on a
  pre-tax basis in the period that the asset giving rise to the gain or loss
  is sold and valuation allowances are provided when there has been a decline
  in value deemed other than temporary, in which case, the provision for such
  declines are charged to income.
 
  SUBSIDIARIES
  The accounts and operations of the Company's subsidiaries are not consoli-
  dated with the accounts and operations of the Company as would be required
  by GAAP. Under statutory accounting principles, the Company's subsidiaries
  are carried at their statutory-basis net equity.
 
  POLICY ACQUISITION COSTS
  The costs of acquiring and renewing business are expensed when incurred.
  Under GAAP, acquisition costs related to traditional life insurance, to the
  extent recoverable from future policy revenues, are deferred and amortized
  over the premium-paying period of the related policies using assumptions
  consistent with those used in computing policy benefit reserves. For uni-
  versal life insurance, annuity and other investment-type products, deferred
  policy acquisition costs, to the extent recoverable from future gross prof-
  its, are amortized generally in proportion to the present value of expected
  gross profits from surrender charges and investment, mortality and expense
  margins.
 
  NONADMITTED ASSETS
  Certain assets designated as "nonadmitted," principally furniture and
  equipment and certain receivables, are excluded from the accompanying bal-
  ance sheets and are charged directly to unassigned surplus.
 
  PREMIUMS
  Premiums and deposits with respect to universal life policies and annuity
  and other investment-type contracts are reported as premium revenues;
  whereas, under GAAP, such premiums and deposits are treated as liabilities
  and policy charges represent revenues.
 
 
                                                                            S-5
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
  INCOME TAXES
  Deferred income taxes are not provided for differences between financial
  statement amounts and tax bases of assets and liabilities.
 
  POLICYHOLDER DIVIDENDS
  Policyholder dividends are recognized when declared rather than over the
  term of the related policies.
 
  Other significant accounting practices are as follows:
 
  INVESTMENTS
  The discount or premium on bonds is amortized using the interest method.
  For mortgage-backed bonds, the Company recognizes income using a constant
  effective yield based on anticipated prepayments and the estimated economic
  life of the securities. When actual prepayments differ significantly from
  anticipated prepayments, the effective yield is recalculated to reflect ac-
  tual payments to date and anticipated future payments. The net investment
  in the securities is adjusted to the amount that would have existed had the
  new effective yield been applied since the acquisition of the securities.
 
  Short-term investments include investments with maturities of less than one
  year at the date of acquisition. The carrying amounts for these investments
  approximate their fair values.
 
  Preferred stocks are reported at cost or amortized cost.
 
  Common stocks are reported at market value as determined by the Securities
  Valuation Office of the NAIC and the related unrealized gains (losses) are
  reported in unassigned surplus without adjustment for federal income taxes.
 
  Policy loans are reported at unpaid balances.
 
  The Company uses various derivative instruments as part of its overall lia-
  bility-asset management program for certain investments and life insurance
  and annuity products. The Company values all derivative instruments on a
  basis consistent with that of the hedged item. Upon termination, gains and
  losses on those instruments are included in the carrying values of the un-
  derlying hedged items and are amortized over the remaining lives of the
  hedged items as adjustments to investment income or benefits from the
  hedged items. Any unamortized gains or losses are recognized when the un-
  derlying hedged items are sold.
 
  Mortgage loans on real estate are reported at unpaid balances, less allow-
  ances for impairments. Real estate is reported at depreciated cost. As of
  June 30, 1994, the Company changed its method of accounting for reserves on
  impaired real estate and mortgage loans. The impaired investment is now
  shown on a pre-tax basis as a nonadmitted asset. Previously, these reserves
  were presented as a liability, net of related tax benefits, to approximate
  the impact on surplus if losses were realized.
 
  Realized investment gains and losses on investments sold are determined us-
  ing the specific identification method. Changes in admitted asset carrying
  amounts of
1.SUMMARY OF SIGNIFICANT
  ACCOUNTING POLICIES CONTINUED
 
  BENEFIT RESERVES
  Certain policy reserves are calculated based on statutorily required inter-
  est and mortality assumptions rather than on estimated expected experience
  or actual account balances as would be required under GAAP.
 
  Death benefits paid, policy and contract withdrawals, and the change in
  policy reserves on universal life policies, annuity and other investment-
  type contracts are reported as benefits and settlement expenses; in the ac-
  companying statement of income, whereas, under GAAP, withdrawals are
  treated as a reduction of the policy or contract liabilities and benefits
  would represent the excess of benefits paid over the policy account value
  and interest credited to the account values.
 
  REINSURANCE
  Premiums, claims and policy benefits and contract liabilities are reported
  in the accompanying financial statements net of reinsurance amounts. For
  GAAP, all assets and liabilities related to reinsurance ceded contracts are
  reported on a gross basis.
 
  A liability for reinsurance balances has been provided for unsecured policy
  and contract liabilities and unearned premiums ceded to reinsurers not au-
  thorized by the Indiana Department of Insurance to assume such business.
  Changes to those amounts are credited or charged directly to unassigned
  surplus. Under GAAP, an allowance for amounts deemed uncollectible is es-
  tablished through a charge to income.
 
  Commissions on business ceded are reported as income when received rather
  than deferred and amortized with deferred policy acquisition costs.
 
  Certain reinsurance contracts meeting risk transfer requirements under
  statutory-basis accounting practices have been accounted for using tradi-
  tional reinsurance accounting whereas such contracts would be accounted for
  using deposit accounting under GAAP.
 
  POSTRETIREMENT BENEFITS
  For purposes of calculating the Company's postretirement benefit obliga-
  tion, only vested employees and current retirees are included in the valua-
  tion. Under GAAP, active employees not currently eligible would also be in-
  cluded.
 
 
S-6
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
  CLAIMS AND CLAIM ADJUSTMENT EXPENSES
  Unpaid claims and claim adjustment expenses on accident and health policies
  represent the estimated ultimate net cost of all reported and unreported
  claims incurred during the year. The Company does not discount claims and
  claim adjustment expense reserves. The reserves for unpaid claims and claim
  adjustment expenses are estimated using individual case-basis valuations
  and statistical analyses. Those estimates are subject to the effects of
  trends in claim severity and frequency. Although considerable variability
  is inherent in such estimates, management believes that the reserves for
  claims and claim adjustment expenses are adequate. The estimates are con-
  tinually reviewed and adjusted as necessary as experience develops or new
  information becomes known; such adjustments are included in current opera-
  tions.
 
  REINSURANCE CEDED AND ASSUMED
  Reinsurance premiums and claims and claim adjustment expenses are accounted
  for on bases consistent with those used in accounting for the original pol-
  icies issued and the terms of the reinsurance contracts. Certain business
  is transacted on a funds withheld basis and investment income on funds
  withheld are reported in net investment income.
 
  PENSION BENEFITS
  Costs associated with the Company's defined benefit pension plans is sys-
  tematically accrued during the expected period of active service of the
  covered employees.
 
  INCOME TAXES
  The Company and eligible subsidiaries have elected to file consolidated
  federal and state income tax returns with LNC. Pursuant to an intercompany
  tax sharing agreement with LNC, the Company provides for income taxes on a
  separate return filing basis. The tax sharing agreement also provides that
  the Company will receive benefit for net operating losses, capital losses
  and tax credits which are not usable on a separate return basis to the ex-
  tent such items may be utilized in the consolidated income tax returns of
  LNC.
 
  STOCK OPTIONS
  The Company recognizes compensation expense for its stock option incentive
  plans using the intrinsic value method of accounting. Under the terms of
  the intrinsic value method, compensation cost is the excess, if any, of the
  quoted market price of LNC's common stock at the grant date, or other mea-
  surement date, over the amount an employee must pay to acquire the stock.
 
  ASSETS HELD IN SEPARATE ACCOUNTS AND LIABILITIES RELATED TO SEPARATE
  ACCOUNTS
  These assets and liabilities represent segregated funds administered and
  invested by LNC's insurance subsidiaries for the exclusive benefit of pen-
  sion and variable life and annuity contractholders. The fees received by
  the Company for administrative and contractholder maintenance services per-
  formed for these separate accounts are included in the Company's statements
  of income.
1.SUMMARY OF SIGNIFICANT
  ACCOUNTING POLICIES CONTINUED
 
  bonds, mortgage loans and common and preferred stocks are credited or
  charged directly in unassigned surplus.
 
  DATA PROCESSING EQUIPMENT
  Data processing equipment is reported at depreciated cost, with deprecia-
  tion determined on a straight-line basis over five years.
 
  GOODWILL
  Goodwill, which represents the excess of the ceding commission over statu-
  tory-basis net assets of business purchased under an assumption reinsurance
  agreement, is amortized on a straight-line basis over ten years.
 
  PREMIUMS
  Life insurance and annuity premiums are recognized as revenue when due. Ac-
  cident and health premiums are earned prorata over the contract term of the
  policies.
 
  BENEFITS
  Life, annuity and accident and health benefit reserves are developed by ac-
  tuarial methods and are determined based on published tables using statuto-
  rily specified interest rates and valuation methods that will provide, in
  the aggregate, reserves that are greater than or equal to the minimum or
  guaranteed policy cash values or the amounts required by the Indiana De-
  partment of Insurance. The Company waives deduction of deferred fractional
  premiums on the death of life and annuity policy insureds and returns any
  premium beyond the date of death, except for policies issued prior to March
  1977. Surrender values on policies do not exceed the corresponding benefit
  reserves. Additional reserves are established when the results of cash flow
  testing under various interest rate scenarios indicate the need for such
  reserve. If net premiums exceed the gross premiums on any insurance in-
  force, additional reserves are established. Benefit reserves for policies
  underwritten on a substandard basis are determined using the multiple table
  reserve method.
 
  The tabular interest, tabular less actual reserve released and the tabular
  cost have been determined by formula or from the basic data for such items.
  Tabular interest funds not involving life contingencies were determined us-
  ing the actual interest credited to the funds plus the change in accrued
  interest.
 
  Liabilities related to guaranteed investment contracts and policyholder
  funds left on deposit with the Company generally are equal to fund balances
  less applicable surrender charges.
 
                                                                             S-7
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  A reconciliation of the Company's net income and capital and surplus deter-
  mined on a statutory accounting basis with amounts determined in accordance
  with GAAP is as follows:
 
<TABLE>
<CAPTION>
                                 Capital and Surplus   Net Income
                                 --------------------  -----------------------
                                                       Year ended December
                                 December 31           31
                                 1996       1995       1996    1995    1994
                                 ---------  ---------  ------  ------  -------
                                               (in millions)
   <S>                           <C>        <C>        <C>     <C>     <C>
   Amounts reported on a
    statutory basis              $ 1,962.6  $ 1,732.9  $334.4  $284.5  $ 341.9
   ----------------------------
   GAAP adjustments:
   ----------------------------
    Deferred policy acquisition
     costs and present value of
     future profits                1,119.1      850.2    66.7   (63.0)   191.1
   ----------------------------
    Policy and contract
     reserves                     (1,405.3)  (1,562.2)  (57.1)  (55.3)   (53.6)
   ----------------------------
    Interest maintenance
     reserve                          76.7      116.3   (39.7)   60.9   (157.0)
   ----------------------------
    Deferred income taxes            (27.4)    (122.5)    1.8    38.3   (138.3)
   ----------------------------
    Policyholders' share of
     earnings and surplus on
     participating business          (81.9)     (91.9)    (.3)     .2     (3.0)
   ----------------------------
    Asset valuation reserve          375.5      270.0      --      --       --
   ----------------------------
    Net realized gain (loss) on
     investments                     (72.0)     (67.4)   78.7    30.0     47.1
   ----------------------------
    Adjustment to unrealized
     gain (loss)                     825.2    1,494.0      --      --       --
   ----------------------------
    Nonadmitted assets,
     including nonadmitted
     investments                      (7.1)      57.9      --      --       --
   ----------------------------
    Net GAAP adjustments of
     subsidiary companies            156.6      131.2    29.9    34.3     48.2
   ----------------------------
    Other, net                       (99.0)     (89.7)  (82.6)   (7.3)   (58.6)
   ----------------------------  ---------  ---------  ------  ------  -------
   Net increase (decrease)           860.4      985.9    (2.6)   38.1   (124.1)
   ----------------------------  ---------  ---------  ------  ------  -------
   Amounts on a GAAP basis       $ 2,823.0  $ 2,718.8  $331.8  $322.6  $ 217.8
   ----------------------------  =========  =========  ======  ======  =======
</TABLE>
 
S-8
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
2.PERMITTED STATUTORY ACCOUNTING PRACTICES
 
  The Company's statutory-basis financial statements are prepared in accor-
  dance with accounting practices prescribed or permitted by the Indiana De-
  partment of Insurance (the "Department"). "Prescribed" statutory accounting
  practices include state laws, regulations and general administrative rules,
  as well as a variety of publications of the NAIC. "Permitted" statutory ac-
  counting practices encompass all accounting practices that are not pre-
  scribed; such practices may differ from state to state, may differ from
  company to company within a state and may change in the future. The NAIC
  currently is in the process of recodifying statutory accounting practices,
  the result of which is expected to constitute the only source of "pre-
  scribed" statutory accounting practices. Accordingly, that project, which
  is expected to be completed in 1998, will likely change, to some extent,
  prescribed statutory accounting practices, and may result in changes to the
  accounting practices that the Company uses to prepare its statutory-basis
  financial statements.
 
  In 1994, the Company received approval from the Department to change its
  accounting for surrender charges applicable to separate account liabilities
  for variable life and annuity products so that the surrender charges on
  these products are recorded as a liability in the separate account finan-
  cial statements payable to the Company's general account. In the accompany-
  ing financial statements, a corresponding receivable is recorded with the
  related income impact recorded in the accompanying statement of operations
  as a change in reserves or change in premium and other deposit funds. The
  cumulative effect of this change increased 1994 net income by $13,299,000.
 
  The Company has approval from the Department to establish valuation allow-
  ances on mortgage loans on real estate in accordance with GAAP, which are
  in excess of that prescribed by the NAIC and the Department.
 
  Prior to 1995, the Company has considered certain amounts under modified
  coinsurance reinsurance contracts as adjustments to premiums. As such, pol-
  icyholder dividends, cash surrender charges and reserve adjustments with
  interest thereon and commissions on reinsurance assumed are classified as
  premiums, rather than on expense lines, with no net effect on net income or
  capital and surplus. On a net-of-ceded basis for the year ended December
  31, 1994, this practice resulted in increases to both revenues and expenses
  of approximately $600,000,000. In addition, reserve adjustments with inter-
  est thereon and commissions on reinsurance ceded were also classified as
  premiums, rather than in other revenue classifications. For the year ended
  December 31, 1994, this intra-revenue grouping reduced premiums by approxi-
  mately $50,000,000. Beginning in 1995, the Company reports modified coin-
  surance agreements on a gross basis. This change was made as a result of
  communications with the Department. This accounting change had no effect on
  income or surplus and prior period amounts have not been restated.
 
                                                                             S-9
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
3. INVESTMENTS
  The major categories of net investment income are as follows:
 
<TABLE>
<CAPTION>
                                                                     Year ended December 31
                                                                     1996     1995     1994
                                                      -----------------------------------------
                                                                     (in millions)
                                                                     --------------------------
   <S>                                                               <C>      <C>      <C>
   Income:
    Bonds                                                            $1,442.2 $1,457.4 $1,266.7
   --------------------------------------------------------------------------------
    Preferred stocks                                                      9.6      6.4      5.8
   --------------------------------------------------------------------------------
    Unaffiliated common stocks                                            6.5      5.2      4.4
   --------------------------------------------------------------------------------
    Affiliated common stocks                                              9.5     12.6     62.5
   --------------------------------------------------------------------------------
    Mortgage loans on real estate                                       269.3    252.0    255.2
   --------------------------------------------------------------------------------
    Real estate                                                         114.4    110.0     97.4
   --------------------------------------------------------------------------------
    Policy loans                                                         35.0     32.1     29.7
   --------------------------------------------------------------------------------
    Other investments                                                    22.4     62.6    121.3
   --------------------------------------------------------------------------------
    Cash and short-term investments                                      48.9     53.2     43.3
    ---------------------------------------------------------------  -------- -------- --------
   Total investment income                                            1,957.8  1,991.5  1,886.3
  -----------------------------------------------------------------------------------
   Expenses:
    Depreciation                                                         25.0     25.9     21.9
   --------------------------------------------------------------------------------
    Other                                                               176.5    193.4    257.6
    ---------------------------------------------------------------  -------- -------- --------
   Total investment expenses                                            201.5    219.3    279.5
   ----------------------------------------------------------------  -------- -------- --------
   Net investment income                                             $1,756.3 $1,772.2 $1,606.8
   ----------------------------------------------------------------  ======== ======== ========
</TABLE>
 
  Nonadmitted accrued investment income at December 31, 1996
  and 1995 amounted to $2,500,000 and $11,500,000, respective-
  ly, consisting principally of interest on bonds in default
  and mortgage loans.
 
  The cost or amortized cost, gross unrealized gains and
  losses and the fair value of investments in bonds are summa-
  rized as follows:
 
<TABLE>
<CAPTION>
                          Cost or   Gross      Gross
                          Amortized Unrealized Unrealized Fair
                          Cost      Gains      Losses     Value
                                           ------------------------
                          (in millions)
                          -----------------------------------------
   <S>                    <C>       <C>        <C>        <C>
   At December 31, 1996:
    Corporate             $12,548.1  $  586.5    $ 66.6   $13,068.0
   --------------------------------------------------------------
    U.S. government         1,088.7      43.2      18.0     1,113.9
   --------------------------------------------------------------
    Foreign government      1,234.0     105.1       1.4     1,337.7
   --------------------------------------------------------------
    Mortgage-backed         4,478.4     183.3      27.4     4,634.3
   --------------------------------------------------------------
    State and municipal        40.4        .1        --        40.5
    --------------------  ---------  --------    ------   ---------
                          $19,389.6  $  918.2    $113.4   $20,194.4
                          =========  ========    ======   =========
   At December 31, 1995:
    Corporate             $11,642.0  $1,074.7    $ 41.4   $12,675.3
   --------------------------------------------------------------
    U.S. government           546.4      82.2        --       628.6
   --------------------------------------------------------------
    Foreign government        908.0      68.0        .6       975.4
   --------------------------------------------------------------
    Mortgage-backed         4,628.3     283.2      11.2     4,900.3
   --------------------------------------------------------------
    State and municipal         5.0        .1        --         5.1
    --------------------  ---------  --------    ------   ---------
                          $17,729.7  $1,508.2    $ 53.2   $19,184.7
                          =========  ========    ======   =========
</TABLE>
 
 
S-10
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
3. INVESTMENTS CONTINUED
 
  Fair values for bonds are based on quoted market prices,
  where available. For bonds not actively traded, fair values
  are estimated using values obtained from independent pricing
  services or, in the case of private placements, are esti-
  mated by discounting expected future cash flows using a cur-
  rent market rate applicable to the coupon rate, credit qual-
  ity and maturity of the investments.
 
  A summary of the cost or amortized cost and fair value of
  investments in bonds at December 31, 1996, by contractual
  maturity, is as follows:
 
<TABLE>
<CAPTION>
                                                                                Cost or
                                                                                Amortized Fair
                                                                                Cost      Value
                                                             ------------------------------
                                                                                (in millions)
                                                                                -------------------
   <S>                                                                          <C>       <C>
   Maturity:
    In 1997                                                                     $   358.0 $   360.1
  ----------------------------------------------------------------------------------------------
    In 1998-2001                                                                  3,809.0   3,912.3
  ----------------------------------------------------------------------------------------------
    In 2002-2006                                                                  4,760.9   4,917.3
  ----------------------------------------------------------------------------------------------
    After 2006                                                                    5,983.3   6,370.4
  ----------------------------------------------------------------------------------------------
    Mortgage-backed securities                                                    4,478.4   4,634.3
   ---------------------------------------------------------------------------  --------- ---------
   Total                                                                        $19,389.6 $20,194.4
   ---------------------------------------------------------------------------  ========= =========
</TABLE>
 
  The expected maturities may differ from the contractual ma-
  turities in the foregoing table because certain borrowers
  may have the right to call or prepay obligations with or
  without call or prepayment penalties.
 
  At December 31, 1996, the Company did not have a material
  concentration of financial instruments in a single investee,
  industry or geographic location.
 
  Proceeds from sales of investments in bonds during 1996,
  1995 and 1994 were $10,996,900,000, $12,234,100,000 and
  $9,668,300,000, respectively. Gross gains during 1996, 1995
  and 1994 of $169,700,000, $225,600,000 and $62,600,000, re-
  spectively, and gross losses of $177,000,000, $83,100,000
  and $286,800,000, respectively, were realized on those
  sales.
 
  At December 31, 1996 and 1995, investments in bonds, with an
  admitted asset value of $70,700,000 and $60,700,000, respec-
  tively, were on deposit with state insurance departments to
  satisfy regulatory requirements.
 
  The cost or amortized cost, gross unrealized gains and
  losses and the fair value of investments in unaffiliated
  common stocks and preferred stocks are as follows:
 
<TABLE>
<CAPTION>
                                Cost or   Gross      Gross
                                Amortized Unrealized Unrealized Fair
                                Cost      Gains      Losses     Value
                                       -------------------------------
   <S>                          <C>       <C>        <C>        <C>
                                (in millions)
                                       -------------------------------
   At December 31, 1996:
    Preferred stocks            $239.7    $ 10.5     $ 1.7      $248.5
  ----------------------------------------------------------
    Unaffiliated common stocks   289.9      84.6      16.2       358.3
  ----------------------------------------------------------
   At December 31, 1995:
    Preferred stocks              89.9      13.9        .2       103.6
  ----------------------------------------------------------
    Unaffiliated common stocks   438.0     110.0      12.5       535.5
  ----------------------------------------------------------
</TABLE>
 
 
                                                                            S-11
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
3. INVESTMENTS CONTINUED
 
  The carrying value of affiliated common stocks, representing
  their statutory-basis net equity, was $241,500,000 and
  $193,000,000 at December 31, 1996 and 1995, respectively.
  The cost basis of investments in subsidiaries as of December
  31, 1996 and 1995 was $194,000,000 and $123,000,000, respec-
  tively.
 
  During 1996, the maximum and minimum lending rates for mort-
  gage loans were 10.5% and 6.0%, respectively. At the issu-
  ance of a loan, the percentage of loan to value on any one
  loan does not exceed 75%. At December 31, 1996, the Company
  did not hold any mortgages with interest overdue beyond one
  year. At December 31, 1996, the Company's investments in
  mortgage loans were subject to $59,700,000 of prior liens.
  All properties covered by mortgage loans have fire insurance
  at least equal to the excess of the loan over the maximum
  loan that would be allowed on the land without the building.
 
4.FEDERAL INCOME TAXES
 
  The effective federal income tax rate for financial report-
  ing purposes differs from the prevailing statutory tax rate
  principally due to tax-exempt investment income, dividends-
  received tax deductions, differences in policy acquisition
  costs and policy and contract liabilities for tax return and
  financial statement purposes.
 
  Federal income taxes incurred of $83,600,000, $103,700,000
  and $52,800,000 in 1996, 1995 and 1994, respectively, would
  be subject to recovery in the event that the Company incurs
  net operating losses within three years of the years for
  which such taxes were paid.
 
  Prior to 1984, a portion of the Company's current income was
  not subject to current income tax, but was accumulated for
  income tax purposes in a memorandum account designated as
  "policyholders' surplus." The Company's balance in the "pol-
  icyholders' surplus" account at December 31, 1983 of
  $187,000,000 was "frozen" by the Tax Reform Act of 1984 and,
  accordingly, there have been no additions to the accounts
  after that date. That portion of current income on which in-
  come taxes have been paid will continue to be accumulated in
  a memorandum account designated as "shareholder's surplus,"
  and is available for dividends to the shareholder without
  additional payment of tax by the Company. The December 31,
  1996 memorandum account balance for "shareholder's surplus"
  was $1,606,000,000. Should dividends to the shareholder ex-
  ceed its respective "shareholder's surplus," amounts would
  need to be transferred from the "policyholders' surplus" and
  would be subject to federal income tax at that time. Under
  existing or foreseeable circumstances, the Company neither
  expects nor intends that distributions will be made that
  will result in any such tax.
 
5.SUPPLEMENTAL FINANCIAL DATA
 
  The balance sheet caption, "Other Admitted Assets," includes
  amounts recoverable from other insurers for claims paid by
  the Company, and the balance sheet caption, "Future Policy
  Benefits and Claims," has been reduced for insurance ceded
  as follows:
 
<TABLE>
<CAPTION>
                                                                      December 31
                                                                      --------------------------
                                                                      1996     1995     1994
                                                       ----------------------------------------
                                                                      (in millions)
                                                       ----------------------------------------
<S>                                                                   <C>      <C>      <C>
  Insurance ceded                                                     $1,154.5 $1,634.0 $1,721.1
  Amounts recoverable from other insurers                                 16.0      4.4      4.8
</TABLE>
 
S-12
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
5.SUPPLEMENTAL FINANCIAL DATA CONTINUED
 
  Reinsurance transactions included in the income statement
  caption, "Premiums and Deposits," are as follows:
 
<TABLE>
<CAPTION>
                                     Year ended December
                                     31
                                     1996   1995   1994
                                                       --
                                     (in millions)
                                     --------------------
   <S>                               <C>    <C>    <C>
    Insurance assumed                $241.3 $667.7 $607.3
    -------------------------------
    Insurance ceded                   193.3  453.1  583.8
    -------------------------------  ------ ------ ------
    Net amount included in premiums  $ 48.0 $214.6 $ 23.5
    -------------------------------  ====== ====== ======
</TABLE>
 
  The income statement caption, "Benefits and Settlement Ex-
  penses," is net of reinsurance recoveries of $787,886,200,
  $1,407,000,000 and $1,391,100,000 for 1996, 1995 and 1994,
  respectively.
 
  Deferred and uncollected life insurance premiums and annuity
  considerations included in the balance sheet caption, "Pre-
  miums and Fees in Course of Collection," are as follows:
 
<TABLE>
<CAPTION>
                           December 31, 1996
                           -----------------------
                                           Net of
                           Gross   Loading Loading
 
                           (in millions)
                           -----------------------
   <S>                     <C>     <C>     <C>
    Ordinary new business  $  3.9   $1.9   $  2.0
    ---------------------
    Ordinary renewal         35.1    3.0     32.1
    ---------------------
    Group life                9.4    (.1)     9.5
    ---------------------
    Group annuity              --     --       --
    ---------------------  ------   ----   ------
                           $ 48.4   $4.8   $ 43.6
                           ======   ====   ======
<CAPTION>
                           December 31, 1995
                           -----------------------
                                           Net of
                           Gross   Loading Loading
 
                           (in millions)
                           -----------------------
   <S>                     <C>     <C>     <C>
    Ordinary new business  $  2.5   $1.1   $  1.4
    ---------------------
    Ordinary renewal        (19.1)   2.8    (21.9)
    ---------------------
    Group life               15.8     --     15.8
    ---------------------
    Group annuity              .2     --       .2
    ---------------------  ------   ----   ------
                           $  (.6)  $3.9   $ (4.5)
                           ======   ====   ======
</TABLE>
 
  The Company has entered into non-exclusive managing general
  agent agreements with International Benefit Services Corp.,
  HRM Claim Management, Inc. and Pediatrics Insurance Consul-
  tants, Inc. to write group life and health business. Direct
  premiums written amounted to $26,200,000 $3,800,000 and
  $8,600,000 in 1996 and $33,100,000, $10,600,000 and
  $8,800,000 in 1995, respectively. During 1996, LNC Adminis-
  trative Services entered into a similar agreement with the
  Company with direct premiums written amounting to
  $6,200,000. Authority granted by the managing general agents
  agreements include underwriting, claims adjustment and
  claims payment services.
 
                                                                            S-13
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
6.ANNUITY RESERVES
 
  At December 31, 1996, the Company's annuity reserves and de-
  posit fund liabilities, including separate accounts, that
  are subject to discretionary withdrawal with adjustment,
  subject to discretionary withdrawal without adjustment and
  not subject to discretionary withdrawal provisions are sum-
  marized as follows:
 
<TABLE>
<CAPTION>
                                                           Amount      Percent
                                                              ----------------
                                                           (in millions)
                                                           -------------------
   <S>                                                     <C>         <C>
   Subject to discretionary withdrawal with adjustment:
     With market value adjustment                           $ 2,971.8     6.0%
   ------------------------------------------------------
     At book value, less surrender charge                     5,228.6    12.0
   ------------------------------------------------------
     At market value                                         22,703.4    51.0
   ------------------------------------------------------  ----------  ------
                                                             30,903.8    69.0
   Subject to discretionary withdrawal without adjustment
    at book value with minimal or no charge or adjustment    10,986.4    25.0
   ------------------------------------------------------
   Not subject to discretionary withdrawal                    2,601.9     6.0
   ------------------------------------------------------
                                                           ----------  ------
   Total annuity reserves and deposit fund                   44,492.1
    liabilities--before reinsurance                                     100.0%
   ------------------------------------------------------
                                                                       ======
   Less reinsurance                                           1,848.8
   ------------------------------------------------------  ----------
   Net annuity reserves and deposit fund liabilities,
    including separate accounts                             $42,643.3
   ------------------------------------------------------  ==========
</TABLE>
 
7.CAPITAL AND SURPLUS
 
  Life insurance companies are subject to certain Risk-Based
  Capital ("RBC") requirements as specified by the NAIC. Under
  those requirements, the amount of capital and surplus main-
  tained by a life insurance company is to be determined based
  on the various risk factors related to it. At December 31,
  1996, the Company exceeds the RBC requirements.
 
  The payment of dividends by the Company is limited and can-
  not be made except from earned profits. The maximum amount
  of dividends that may be paid by life insurance companies
  without prior approval of the Indiana Insurance Commissioner
  is subject to restrictions relating to statutory surplus and
  net gain from operations. In 1997, the Company can pay divi-
  dends of $281,100,000 without prior approval of the Indiana
  Insurance Commissioner.
 
8.EMPLOYEE BENEFIT PLANS
 
  Pension plans
  LNC maintains funded defined benefit pension plans for most
  of its employees and, prior to January 1, 1995, full-time
  agents. The benefits for employees are based on total years
  of service and the highest 60 months of compensation during
  the last 10 years of employment. The benefits for agents
  were based on a percentage of each agent's yearly earnings.
  The plans are funded by contributions to tax-exempt trusts.
  The Company's funding policy is consistent with the funding
  requirements of Federal laws and regulations. Contributions
  are intended to provide not only the benefits attributed to
  service to date, but also those expected to be earned in the
  future. Plan assets consist principally of listed equity se-
  curities, corporate obligations and government bonds.
 
  All benefits applicable to the funded defined benefit plan
  for agents were frozen as of December 31, 1994. The curtail-
  ment of this plan did not have a significant effect on net
  pension cost for 1994. Effective January 1, 1995, pension
  benefits for agents have been provided by a new defined
 
S-14
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
8.EMPLOYEE BENEFIT PLANS CONTINUED
 
  contribution plan. Contributions to this plan will be based
  on 2.3% of an agent's earnings up to the social security
  wage base and 4.6% of any excess.
 
  LNC also administers two types of unfunded, non-qualified,
  defined benefit plans for certain employees and agents. A
  supplemental retirement plan provides employees and agents
  defined benefit pension benefits in excess of limits imposed
  by Federal tax law. A salary continuation plan provides cer-
  tain officers of the Company defined pension benefits based
  on years of service and final monthly salary upon death or
  retirement.
 
  The status of the funded defined benefit pension plans and
  the amounts recognized in the balance sheets are as follows:
 
<TABLE>
<CAPTION>
                                                          December 31
                                                          1996
                                                          -------  1995
                                                          (in millions)
                                                          ----------------
   <S>                                                    <C>      <C>
   Actuarial present value of benefit obligation:
   Vested benefits                                        $(156.9) $(146.1)
  -------------------------------------------------------------------------
   Nonvested benefits                                        (6.0)    (7.7)
  -------------------------------------------------------------------------
                                                          -------  -------
   Accumulated benefit obligation                          (162.9)  (153.8)
  -------------------------------------------------------------------------
   Effect of projected future compensation increases        (27.9)   (28.5)
  -------------------------------------------------------------------------
                                                          -------  -------
   Projected benefit obligation                            (190.8)  (182.3)
  -------------------------------------------------------------------------
   Plan assets at fair value                                186.1    173.2
  -------------------------------------------------------------------------
                                                          -------  -------
   Projected benefit obligation in excess of plan assets     (4.7)    (9.1)
  -------------------------------------------------------------------------
   Unrecognized net loss                                      4.9      9.3
  -------------------------------------------------------------------------
   Unrecognized prior service cost                            1.4      1.5
  -------------------------------------------------------------------------
                                                          -------  -------
   Prepaid pension costs included in other liabilities    $   1.6  $   1.7
  -------------------------------------------------------------------------
                                                          =======  =======
</TABLE>
 
  The status of the unfunded defined benefit pension plans and
  the amounts recognized in the balance sheets are as follows:
 
<TABLE>
<CAPTION>
                                                        December 31
                                                        1996
                                                        -----  1995
                                                        (in
                                                        millions)
                                                        ------------
   <S>                                                  <C>    <C>
   Actuarial present value of benefit obligation:
   Vested benefits                                      $(6.6) $(6.4)
  -------------------------------------------------------------------
   Nonvested benefits                                     (.9)  (1.1)
  -------------------------------------------------------------------
                                                        -----  -----
   Accumulated benefit obligation                        (7.5)  (7.5)
  -------------------------------------------------------------------
   Effect of projected future compensation increases     (1.1)  (1.7)
  -------------------------------------------------------------------
                                                        -----  -----
   Projected benefit obligation                          (8.6)  (9.2)
  -------------------------------------------------------------------
   Unrecognized net loss (gain)                           (.1)    .9
  -------------------------------------------------------------------
   Unrecognized prior service cost                         .2     .3
  -------------------------------------------------------------------
                                                        -----  -----
   Accrued pension costs included in other liabilities  $(8.5) $(8.0)
  -------------------------------------------------------------------
                                                        =====  =====
</TABLE>
 
                                                                            S-15
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
8.EMPLOYEE BENEFIT PLANS CONTINUED
 
  The determination of the projected benefit obligation for
  the defined benefit plans was based on the following assump-
  tions:
<TABLE>
<CAPTION>
                                                                            December 31
                                                                            1996   1995   1994
                                                               ---------------------------
   <S>                                                                      <C>    <C>    <C>
     Weighted-average discount rate                                         7.0%     7.0%   8.0%
     ----------------------------------------------------------------------
     Rate of increase in compensation:
     ----------------------------------------------------------------------
     Salary continuation plan                                               5.5      6.0    6.5
     ----------------------------------------------------------------------
     All other plans                                                        4.5      5.0    5.0
     ----------------------------------------------------------------------
     Expected long-term rate of return on plan assets                       9.0      9.0    9.0
     ----------------------------------------------------------------------
 
  The components of net pension cost for the defined benefit
  pension plans are as follows:
 
<CAPTION>
                                                                            Year ended
                                                                            December 31
                                                                            1996   1995   1994
                                                               ---------------------------
   <S>                                                                      <C>    <C>    <C>
   Service cost--benefits earned during the year                            $ 5.2  $ 4.1  $ 7.9
   ------------------------------------------------------------------------
   Interest cost on projected benefit obligation                             12.9   11.9   11.6
   ------------------------------------------------------------------------
   Actual return on plan assets                                             (17.5) (32.0)   4.2
   ------------------------------------------------------------------------
   Net amortization (deferral)                                                3.1   20.3  (16.7)
   ------------------------------------------------------------------------ -----  -----  -----
   Net pension cost                                                         $ 3.7  $ 4.3  $ 7.0
   ------------------------------------------------------------------------ =====  =====  =====
</TABLE>
 
  401K PLAN
 
  LNC and the Company sponsor contributory defined contribu-
  tion plans for eligible employees and agents. The Company's
  contributions to the plans are equal to each participant's
  pre-tax contribution, not to exceed 6% of base pay, multi-
  plied by a percentage ranging from 25% to 150%, which varies
  according to certain incentive criteria as determined by
  LNC's Board of Directors. Expense for these plans amounted
  to $9,300,000, $6,700,000 and $11,200,000 in 1996, 1995 and
  1994, respectively.
 
  POSTRETIREMENT MEDICAL AND LIFE INSURANCE BENEFIT PLANS
 
  LNC sponsors unfunded defined benefit plans that provide
  postretirement medical and life insurance benefits to full-
  time employees and agents who, depending on the plan, have
  worked for the Company 10 to 15 years and attained age 55 to
  60. Medical benefits are also available to spouses and other
  dependents of employees and agents. For medical benefits,
  limited contributions are required from individuals retired
  prior to November 1, 1988; contributions for later retirees,
  which can be adjusted annually, are based on such items as
  years of service at retirement and age at retirement. The
  life insurance benefits are noncontributory, although par-
  ticipants can elect supplemental contributory benefits.
 
  The status of the postretirement medical and life insur-
  ance benefit plans and the amounts recognized in the bal-
  ance sheets are as follows:
 
<TABLE>
<CAPTION>
                                                                             December 31
                                                                             1996    1995
                                                                --------------------------
                                                                             (in millions)
                                                                             --------------
   <S>                                                                       <C>     <C>
   Accumulated postretirement benefit obligation:
    Retirees                                                                 $(32.4) $(37.9)
    ------------------------------------------------------------------------
    Fully eligible active plan participants                                    (8.2)   (8.7)
    ------------------------------------------------------------------------ ------  ------
    Accumulated postretirement benefit obligation                             (40.6)  (46.6)
    ------------------------------------------------------------------------
    Unrecognized net loss (gain)                                               (7.0)     .8
    ------------------------------------------------------------------------ ------  ------
    Accrued plan cost included in other liabilities                          $(47.6) $(45.8)
    ------------------------------------------------------------------------ ======  ======
</TABLE>
 
 
S-16
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
8.EMPLOYEE BENEFIT PLANS CONTINUED
 
  The components of periodic postretirement benefit cost
  are as follows:
 
<TABLE>
<CAPTION>
                                                                            Year ended
                                                                            December 31
                                                                            1996  1995  1994
                                                           ---------------------------------
                                                                            (in millions)
                                                                            ----------------
   <S>                                                                      <C>   <C>   <C>
   Service cost                                                             $1.3  $1.1  $1.4
   ------------------------------------------------------------------------
   Interest cost                                                             2.7   3.0   3.1
   ------------------------------------------------------------------------
   Amortized cost (credit)                                                   (.5)  (.4)   .1
   ------------------------------------------------------------------------ ----  ----  ----
   Net periodic postretirement benefit cost                                 $3.5  $3.7  $4.6
   ------------------------------------------------------------------------ ====  ====  ====
</TABLE>
 
  The calculation of the accumulated postretirement benefit
  obligation assumes a weighted-average annual rate of in-
  crease in the per capita cost of covered benefits (i.e.,
  health care cost trend rate) of 8.5% for 1997. It further
  assumes the rate will gradually decrease to 5.0% by 2005 and
  remain at that level. The health care cost trend rate as-
  sumption has a significant effect on the amounts reported.
  For example, increasing the assumed health care cost trend
  rates by one percentage point each year would increase the
  accumulated postretirement benefit obligation as of December
  31, 1996 and 1995 by $1,900,000 and $2,100,000, respective-
  ly. The aggregate of the estimated service and interest cost
  components of net periodic postretirement benefit cost for
  the year ended December 31, 1996 would increase by $184,000.
  The calculation assumes a long-term rate of increase in com-
  pensation of 4.5% and 5.0% at December 31, 1996 and 1995,
  respectively. The weighted-average discount rate used in de-
  termining the accumulated postretirement benefit obligation
  was 7.0% for both December 31, 1996 and 1995.
 
9.RESTRICTIONS, COMMITMENTS AND
  CONTINGENCIES
 
  DISABILITY INCOME POLICIES
  The liability for disability income claims net of the related asset for
  amounts recoverable from reinsurers at December 31, 1996 and 1995 is a net
  liability of $572,000,000 and $503,800,000, respectively. This liability is
  based on the assumption that the recent experience will continue in the fu-
  ture. If incidence levels or claim termination rates vary significantly
  from these assumptions, adjustments to reserves may be required in the fu-
  ture. Accordingly, this liability may prove to be deficient or excessive.
  However, it is management's opinion that such future development will not
  materially affect the financial position of the Company. The Company con-
  tinually reviews and updates the level of these reserves.
 
  During the fourth quarter of 1995, the Company completed an in-depth review
  of the experience of its disability income business. As a result of this
  study, and based on the assumption that recent experience will continue in
  the future, net income decreased by $15,200,000 as a result of strengthen-
  ing the disability income reserve.
 
  MARKETING AND COMPLIANCE ISSUES
  Regulators continue to focus on market conduct and compliance issues. Under
  certain circumstances companies operating in the insurance and financial
  services markets have been held responsible for providing incomplete or
  misleading sales materials and for replacing existing policies with poli-
  cies that were less advantageous to the policyholder. The Company's manage-
  ment continues to monitor the Company's sales materials and compliance pro-
  cedures and is making an extensive effort to minimize any potential liabil-
  ity. However, due to the uncertainty surrounding such matters, it is not
  possible to provide a meaningful estimate of the range of potential out-
  comes at this time.
 
  GROUP PENSION ANNUITIES
  The liabilities for guaranteed interest and group pension annuity con-
  tracts, which are no longer being sold by the Company, are supported by a
  single portfolio of assets that attempts to match the duration of these li-
  abilities. Due to the very long-term nature of group pension annuities and
  the resulting inability to exactly match cash flows, a risk exists that fu-
  ture cash flows from investments will not be reinvested at rates as high as
  currently earned by the portfolio. Accordingly, these liabilities may prove
  to be deficient or excessive. However, it is management's opinion that such
  future development will
 
                                                                            S-17
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
  INSURANCE CEDED AND ASSUMED
  The Company cedes insurance to other companies, including certain affili-
  ates. The portion of risks exceeding the Company's retention limit is rein-
  sured with other insurers. Industry regulations prescribe the maximum cov-
  erage that the Company can retain on an individual insured. As of December
  31, 1996, the Company's maximum retention on a single insured was
  $3,000,000. To cover products other than life insurance, the Company ac-
  quires other insurance coverages with retentions and limits that management
  believes are appropriate for the circumstances. The accompanying financial
  statements reflect premiums and benefits and settlement expenses, net of
  insurance ceded. The Company remains liable if its reinsurers are unable to
  meet their contractual obligations under the applicable reinsurance agree-
  ments.
 
  The Company assumes insurance from other companies, including certain af-
  filiates. At December 31, 1996, the Company has provided $17,200,000 of
  statutory surplus relief to other insurance companies under reinsurance
  transactions. Generally, such amounts are offset by corresponding receiv-
  ables from the ceding company, which are secured by future profits on the
  reinsured business. However, the Company is subject to the risk that the
  ceding company may become insolvent and the right of offset would not be
  permitted.
 
  VULNERABILITY FROM CONCENTRATIONS
  At December 31, 1996, the Company did not have a concentration of: 1) busi-
  ness transactions with a particular customer, lender or distributor; 2)
  revenues from a particular product or service; 3) sources of supply of la-
  bor or services used in the business; or 4) a market or geographic area in
  which business is conducted that makes it vulnerable to an event that is at
  least reasonably possible to occur in the near term and which could cause a
  severe impact to the Company's financial condition.
 
9.RESTRICTIONS, COMMITMENTS AND
  CONTINGENCIES CONTINUED
 
  not materially affect the financial position of the Company.
 
  LEASES
  The Company leases its home office properties. The agreements provide for a
  25 year lease period with options to renew for six additional terms of five
  years each. The agreements also provide the Company with the right of first
  refusal to purchase the properties during the term of the lease, including
  renewal periods, at a price as defined in the agreements. In addition, the
  Company has the option to purchase the leased properties at fair value as
  defined in the agreements on the last day of the initial 25 year lease pe-
  riod ending in 2009 or on the last day of any of the renewal periods.
 
  Total rental expense on operating leases in 1996, 1995 and 1994 was
  $26,400,000, $22,500,000 and $20,600,000, respectively. Future minimum
  rental commitments are as follows (in millions):
 
<TABLE>
   <S>          <C>
    1997        $ 17.5
    1998          17.1
    1999          17.4
    2000          16.9
    2001          17.2
    Thereafter   151.6
                ------
                $237.7
                ======
</TABLE>
 
S-18
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
9.RESTRICTIONS, COMMITMENTS AND
  CONTINGENCIES CONTINUED
 
  OTHER CONTINGENCY MATTERS
  The Company is involved in various pending or threatened legal proceedings
  arising from the conduct of business. In some instances, these proceedings
  include claims for unspecified or substantial punitive damages and similar
  types of relief in addition to amounts for alleged contractual liability or
  requests for equitable relief. After consultation with legal counsel and a
  review of available facts, it is management's opinion that these proceed-
  ings ultimately will be resolved without materially affecting the financial
  position or results of operations of the Company.
 
  The number of insurance companies that are under regulatory supervision has
  resulted, and is expected to continue to result, in assessments by state
  guaranty funds to cover losses to policyholders of insolvent or rehabili-
  tated companies. Mandatory assessments may be partially recovered through a
  reduction in future premium taxes in some states. The Company has accrued
  for expected assessments net of estimated future premium tax deductions.
 
  REINSURANCE
  The regulatory required liability for unsecured reserves ceded to unautho-
  rized reinsurers was $4,300,000 and $5,600,000 at December 31, 1996 and
  1995, respectively.
 
  GUARANTEES
  The Company has guarantees with off-balance-sheet risks whose contractual
  amounts represent credit exposure. Outstanding guarantees with off-balance-
  sheet risks, shown in notional or contract amounts, are as follows:
 
<TABLE>
<CAPTION>
                                                   Notional or
                                                   Contract Amounts
                                                   -----------------
                                                   December 31
                                                   -----------------
                                                   1996     1995
                                          --------------------
                                                   (in millions)
                                                   -----------------
   <S>                                             <C>      <C>
    Mortgage loan pass-through certificates        $   50.3 $   63.6
    Real estate partnerships                             .5      3.3
                                                   -------- --------
                                                   $   50.8 $   66.9
                                                   ======== ========
</TABLE>
 
  The Company has invested in real estate partnerships that use conventional
  mortgage loans. In some cases, the terms of these arrangements involve
  guarantees by each of the partners to indemnify the mortgagor in the event
  a partner is unable to pay its principal and interest payments. In addi-
  tion, the Company has sold commercial mortgage loans through grantor trusts
  which issued pass-through certificates. The Company has agreed to repur-
  chase any mortgage loans which remain delinquent for 90 days at a repur-
  chase price substantially equal to the outstanding principal balance plus
  accrued interest thereon to the date of repurchase. It is management's
  opinion that the value of the properties underlying these commitments is
  sufficient that in the event of default the impact would not be material to
  the Company. Accordingly, both the carrying value and fair value of these
  guarantees is zero at December 31, 1996 and 1995.
 
                                                                            S-19
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
9.RESTRICTIONS, COMMITMENTS AND CONTINGENCIES CONTINUED
 
  DERIVATIVES
  The Company has derivatives with off-balance-sheet risks
  whose notional or contract amounts exceed the credit ex-
  posure. The Company has entered into derivative transac-
  tions to reduce its exposure to fluctuations in interest
  rates, the widening of bond yield spreads over comparable
  maturity U.S. Government obligations and foreign exchange
  risks. In addition, the Company is subject to the risks
  associated with changes in the value of its derivatives;
  however, such changes in the value generally are offset
  by changes in the value of the items being hedged by such
  contracts. Outstanding derivatives with off-balance-sheet
  risks, shown in notional or contract amounts along with
  their carrying value and estimated fair values, are as
  follows:
 
<TABLE>
<CAPTION>
                                                Assets (Liabilities)
                                                ------------------------------
                              Notional or       Carrying Fair   Carrying Fair
                              contract amounts  value    value  value    value
                                 ---------------------------------------------
                              December 31       December 31     December 31
                              1996     1995     1996     1996   1995     1995
                                 ---------------------------------------------
                              (in millions)
                              ------------------------------------------------
   <S>                        <C>      <C>      <C>      <C>    <C>      <C>
   Interest rate
    derivatives:
    Interest rate cap
     agreements               $5,500.0 $5,110.0  $20.8   $ 8.2   $22.7   $5.3
    Spread-lock agreements          --    600.0     --      --     (.9)   (.9)
    Swaptions                    672.0       --   11.0    10.6      --     --
    Financial futures
     contracts                   147.7       --   (2.4)   (2.4)     --     --
    Interest rate swaps             --      5.0     --      --      .2     .2
                              -------- --------  -----   -----   -----   ----
                               6,319.7  5,715.0   29.4    16.4    22.0    4.6
   Foreign currency
    derivatives:
    Foreign exchange forward
     contracts                   251.5     15.7     .2     (.2)    (.6)   (.6)
    Foreign currency options      43.9     99.2     .6      .4     1.9    1.4
    Foreign currency swaps        15.0     15.0     --    (2.1)     .4     .4
                              -------- --------  -----   -----   -----   ----
                                 310.4    129.9     .8    (1.9)    1.7    1.2
                              -------- --------  -----   -----   -----   ----
                              $6,630.1 $5,844.9  $30.2   $14.5   $23.7   $5.8
                              ======== ========  =====   =====   =====   ====
</TABLE>
 
S-20
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
9.RESTRICTIONS, COMMITMENTS AND CONTINGENCIES CONTINUED
 
 
  A reconciliation and discussion of the notional or contract
  amounts for the significant programs using derivative agree-
  ments and contracts at December 31 is as follows:
 
<TABLE>
<CAPTION>
                            Interest Rate Caps    Spread Locks          Swaptions
                              ----------------------------------------------------------------------
                            1996       1995       1996       1995       1996       1995
                              ----------------------------------------------------------------------
                            (in millions)
                            ----------------------------------------------------------------
   <S>                      <C>        <C>        <C>        <C>        <C>        <C>       <C> <C>
   Balance at beginning of
    year                    $ 5,110.0  $ 4,400.0  $   600.0  $ 1,300.0  $      --  $      --
   New contracts                390.0      710.0       15.0      800.0      672.0         --
   Terminations and                --         --     (615.0)  (1,500.0)        --         --
    maturities              ---------  ---------  ---------  ---------  ---------  ---------
   Balance at end of year   $ 5,500.0  $ 5,110.0  $      --  $   600.0  $   672.0  $      --
                            =========  =========  =========  =========  =========  =========
<CAPTION>
                            Financial Futures
                            ------------------------------------------
                            Contracts             Options               Interest Rate Swaps
                            1996       1995       1996       1995       1996       1995
                              ----------------------------------------------------------------------
   <S>                      <C>        <C>        <C>        <C>        <C>        <C>       <C> <C>
   Balance at beginning of
    year                    $      --  $   382.5  $      --  $      --  $     5.0  $      --
   New contracts              7,918.8      810.5         --      181.6         --         --
   Terminations and          (7,771.1)  (1,193.0)        --     (181.6)      (5.0)        --
    maturities              ---------  ---------  ---------  ---------  ---------  ---------
   Balance at end of year   $   147.7  $      --  $      --  $      --  $      --  $      --
                            =========  =========  =========  =========  =========  =========
<CAPTION>
                            Foreign Currency Derivatives
                              ----------------------------------------------------------------------
                            Foreign Exchange      Foreign Currency      Foreign
                            Forward Contracts     Options               Currency Swaps
                            1996       1995       1996       1995       1996       1995
                              ----------------------------------------------------------------------
                            (in millions)
                            ----------------------------------------------------------------
   <S>                      <C>        <C>        <C>        <C>        <C>        <C>       <C> <C>
   Balance at beginning of
    year                    $    15.7  $    21.2  $    99.2  $      --  $    15.0  $      --
   New contracts                406.9      131.2    1,168.8      356.6         --       15.0
   Terminations and            (171.1)    (136.7)  (1,224.1)    (257.4)        --         --
    maturities              ---------  ---------  ---------  ---------  ---------  ---------
   Balance at end of year   $   251.5  $    15.7  $    43.9  $    99.2  $    15.0  $    15.0
                            =========  =========  =========  =========  =========  =========
</TABLE>
 
                                                                            S-21
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
9.RESTRICTIONS, COMMITMENTS AND
  CONTINGENCIES CONTINUED
 
  INTEREST RATE CAPS
  The interest rate cap agreements, which expire in 1997 through 2003, enti-
  tle the Company to receive payments from the counterparties on specified
  future reset dates, contingent on future interest rates. For each cap, the
  amount of such quarterly payments, if any, is determined by the excess of a
  market interest rate over a specified cap rate multiplied by the notional
  amount divided by four. The purpose of the Company's interest rate cap
  agreement program is to protect its annuity line of business from the ef-
  fect of fluctuating interest rates. The premium paid for the interest rate
  caps is included in other assets ($20,800,000 as of December 31, 1996) and
  is being amortized over the terms of the agreements. This amortization is
  included in net investment income.
 
  SWAPTIONS
  Swaptions, which expire in 2002, entitle the Company to receive settlement
  payments from the counterparties on specified expiration dates, contingent
  on future interest rates. For each swaption, the amount of such settlement
  payments, if any, is determined by the present value of the difference be-
  tween the fixed rate on a market rate swap and the strike rate multiplied
  by the notional amount. The purpose of the Company's swaption program is to
  protect the assets supporting its annuity line of business from the effect
  of fluctuating interest rates. The premium paid for the swaptions is in-
  cluded in other assets ($11,000,000 as of December 31, 1996) and is being
  amortized over the terms of the agreements. This amortization is included
  in net investment income.
 
  SPREAD LOCKS
  Spread-lock agreements provide for a lump sum payment to or by the Company,
  depending on whether the spread between the swap rate and a specified U.S.
  Treasury note is larger or smaller than a contractually specified spread.
  Cash payments are based on the product of the notional amount, the spread
  between the swap rate and the yield of an equivalent maturity U.S. Treasury
  security and the price sensitivity of the swap at that time. It is ex-
  pressed in dollars-per-basis point. The purpose of the Company's spread-
  lock program is to protect a portion of its fixed maturity securities
  against widening of spreads.
 
  FINANCIAL FUTURES
  The Company uses exchange-traded financial futures contracts and options on
  those financial futures to hedge against interest rate risks and to manage
  duration of a portion of its fixed maturity securities. Financial futures
  contracts obligate the Company to buy or sell a financial instrument at a
  specified future date for a specified price. They may be settled in cash or
  through delivery of the financial instrument. Cash settlements on the
  change in market values of financial futures contracts are made daily. Op-
  tions on financial futures give the Company the right, but not the obliga-
  tion, to assume a long or short position in the underlying futures at a
  specified price during a specified time period.
 
  FOREIGN CURRENCY DERIVATIVES
  The Company uses a combination of foreign exchange forward contracts, for-
  eign currency options and foreign currency swaps, all of which are traded
  over-the-counter, to hedge some of the foreign exchange risk of investments
  in fixed maturity securities denominated in foreign currencies. The foreign
  currency forward contracts obligate the Company to deliver a specified
  amount of currency at a future date at a specified exchange rate. Foreign
  currency options give the Company the right, but not the obligation, to buy
  or sell a foreign currency at a specific exchange rate during a specified
  time period. A foreign currency swap is a contractual agreement to exchange
  the currencies of two different countries pursuant to an agreement to re-
  exchange the two currencies at the same rate of exchange at a specified fu-
  ture date.
 
  ADDITIONAL DERIVATIVE INFORMATION
  Expenses for the agreements and contracts described above amounted to
  $6,900,000 and $5,600,000 in 1996 and 1995, respectively. Deferred losses
  of $37,600,000 as of December 31, 1996, were the result of: 1) terminated
  and expired spread-lock agreements; and 2) financial futures contracts.
  These losses are included with the related fixed maturity securities to
  which the hedge applied and are being amortized over the life of such secu-
  rities.
 
  The Company is exposed to credit loss in the event of nonperformance by
  counterparties on interest rate cap agreements, swaptions, spread-lock
  agreements, interest rate swaps, foreign exchange forward contracts, for-
  eign currency options and foreign currency swaps. However, the Company does
  not anticipate nonperformance by any of these counterparties. The credit
  risk associated with such agreements is minimized by purchasing such agree-
  ments from financial institutions with long-standing, superior performance
  records. The amount of such exposure is essentially the net replacement
  cost or market value for such agreements with each counterparty if the net
  market value is in the Company's favor. At December 31, 1996, the exposure
  was $17,500,000.
 
10.FAIR VALUE OF FINANCIAL INSTRUMENTS
 
  The following discussion outlines the methodologies and assumptions used to
  determine the estimated fair values of the Company's financial instruments.
  Considerable judgment is required to develop these fair values. Ac-
 
S-22
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
10.FAIR VALUE OF FINANCIAL INSTRUMENTS
  CONTINUED
 
  cordingly, the estimates shown are not necessarily indicative of the
  amounts that would be realized in a one-time, current market exchange of
  all of the Company's financial instruments.
 
  BONDS
  Fair values of bonds are based on quoted market prices, where available.
  For bonds not actively traded, fair values are estimated using values ob-
  tained from independent pricing services. In the case of private place-
  ments, fair values are estimated by discounting expected future cash flows
  using a current market rate applicable to the coupon rate, credit quality
  and maturity of the investments. The fair values of affiliated common
  stocks are based on quoted market prices.
 
  MORTGAGE LOANS ON REAL ESTATE
  The estimated fair value of mortgage loans on real estate was established
  using a discounted cash flow method based on credit rating, maturity and
  future income when compared to the expected yield for mortgages having sim-
  ilar characteristics. The rating for mortgages in good standing are based
  on property type, location, market conditions, occupancy, debt service cov-
  erage, loan to value, caliber of tenancy, borrower and payment record. Fair
  values for impaired mortgage loan are measured based on: 1) the present
  value of expected future cash flows discounted at the loan's effective in-
  terest rate; 2) the loan's market price; or 3) the fair value of the col-
  lateral if the loan is collateral dependent.
 
  POLICY LOANS
  The estimated fair value of investments in policy loans was calculated on a
  composite discounted cash flow basis using Treasury interest rates consis-
  tent with the maturity durations assumed. These durations were based on
  historical experience.
 
  OTHER INVESTMENTS AND CASH AND INVESTED CASH
  The carrying value for assets classified as other investments and cash and
  invested cash in the accompanying balance sheet approximates their fair
  value.
 
  INVESTMENT-TYPE INSURANCE CONTRACTS
  The balance sheet captions, "Future Policy Benefits and Claims" and "Other
  Policyholder Funds," include investment-type insurance contracts (i.e., de-
  posit contracts and guaranteed interest contracts). The fair values for the
  deposit contracts and certain guaranteed interest contracts are based on
  their approximate surrender values. The fair values for the remaining guar-
  anteed interest and similar contracts are based on their approximate sur-
  render values. The fair values for the remaining guaranteed interest and
  similar contracts are estimated using discounted cash flow calculations.
  These calculations are based on interest rates currently offered on similar
  contracts with maturities consistent with those remaining for the contracts
  being valued.
 
  The remainder of the balance sheet captions "Future Policy Benefits and
  Claims" and "Other Policyholder Funds," that do not fit the definition of
  "investment type insurance contracts" are considered insurance contracts.
  Fair value disclosures are not required for these insurance contracts and
  have not been determined by the Company. It is the Company's position that
  the disclosure of the fair value of these insurance contracts is important
  because readers of these financial statements could draw inappropriate con-
  clusions about the Company's capital and surplus determined on a fair value
  basis. It could be misleading if only the fair value of assets and liabili-
  ties defined as financial instruments are disclosed. The Company and other
  companies in the insurance industry are monitoring the related actions of
  the various rule-making bodies and attempting to determine an appropriate
  methodology for estimating and disclosing the "fair value" of their insur-
  ance contract liabilities.
 
  SHORT-TERM DEBT
  Fair values of short-term debt approximates carrying values.
 
  GUARANTEES
  The Company's guarantees include guarantees related to real estate partner-
  ships and mortgage loan pass-through certificates. Based on historical per-
  formance where repurchases have been negligible and the current status,
  which indicates none of the loans are delinquent, the fair value liability
  for the guarantees related to the mortgage loan pass-through certificates
  is insignificant.
 
  DERIVATIVES
  The Company's derivatives include interest rate cap agreements, swaptions,
  spread-lock agreements, foreign currency exchange contracts, financial
  futures contracts, options on financial futures, interest rate swaps, call
  options, foreign currency options and foreign currency swaps.
 
  Fair values for derivative contracts are based on current settlement val-
  ues. These values are based on: 1) quoted market prices for the foreign
  currency exchange contracts, financial future contracts, and options on fi-
  nancial futures; and 2) brokerage quotes that utilized pricing models or
  formulas using current assumptions for all other swaps and agreements.
 
                                                                            S-23
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
10.FAIR VALUE OF FINANCIAL INSTRUMENTS
  CONTINUED
 
  INVESTMENT COMMITMENTS
  Fair values for commitments to make investment in fixed maturity securities
  (primarily private placements), mortgage loans on real estate and real es-
  tate are based on the difference between the value of the committed invest-
  ments as of the date of the accompanying balance sheets and the commitment
  date. These estimates would take into account changes in interest rates,
  the counterparties' credit standing and the remaining terms of the commit-
  ments.
 
S-24
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
10.FAIR VALUE OF FINANCIAL INSTRUMENTS
  CONTINUED
 
  The carrying values and estimated fair values of the Company's
  financial instruments are as follows:
 
<TABLE>
<CAPTION>
                                             December 31
                                             ----------------------------------------------
                                             1996                    1995
                                             ----------------------  ----------------------
                                             Carrying    Fair        Carrying    Fair
   Assets (Liabilities)                      value       value       value       value
   ----------------------------------------  ----------  ----------  ----------  ----------
                                             (in millions)
                                             ----------------------------------------------
   <S>                                       <C>         <C>         <C>         <C>
   Bonds                                     $ 19,389.6  $ 20,194.4  $ 17,729.7  $ 19,184.7
   ----------------------------------------
   Preferred stock                                239.7       248.5        89.9       103.6
   ----------------------------------------
   Unaffiliated common stock                      358.3       358.3       535.5       535.5
   ----------------------------------------
   Mortgage loans on real estate                2,976.7     3,070.9     2,909.7     3,081.9
   ----------------------------------------
   Policy loans                                   626.5       612.7       515.8       504.0
   ----------------------------------------
   Other investments                              282.7       282.7       248.0       248.0
   ----------------------------------------
   Cash and short-term investments                759.2       759.2       780.9       780.9
   ----------------------------------------
   Investment type insurance contracts:
   ----------------------------------------
    Deposit contracts and certain
    guaranteed interest contracts             (17,871.6)  (17,333.0)  (15,586.7)  (15,046.0)
   ----------------------------------------
    Remaining guaranteed interest and
    similar contracts                          (1,799.7)   (1,835.4)   (2,261.1)   (2,340.4)
   ----------------------------------------
   Short-term debt                               (100.0)     (100.0)      (63.0)      (63.0)
   ----------------------------------------
   Derivatives                                     26.5        13.8        23.7         5.8
   ----------------------------------------
   Investment commitments                            --         (.6)         --         (.8)
   ----------------------------------------
</TABLE>
 
11.ACQUISITIONS AND SALES OF SUBSIDIARIES
 
  The Company sold its 100% interest in two subsidiaries--Se-
  curity Connecticut Life Insurance Company ("SCL") and Em-
  ployers Health Insurance Company ("EHI"). SCL was sold
  through a public offering of stock in January 1994. This
  transaction resulted in a realized gain of $90,000,000 and a
  direct increase in surplus of $24,000,000. Net of expenses,
  the Company received cash of $172,000,000 and notes of
  $65,000,000.
 
  EHI was also sold through public offerings in March and
  April 1994. LNC purchased 29% of the stock of the new pub-
  licly traded holding company from LNL. Prior to the sale,
  the Company received a $50,000,000 dividend in the form of a
  note. The sale transaction resulted in a realized gain of
  $133,000,000 and a direct reduction in surplus of
  $21,000,000 due to release of unrealized gain amounts, for a
  net surplus increase of $112,000,000. Net of expenses, the
  Company received cash of $348,000,000.
 
  In October 1996, the Company and its wholly owned subsidiary
  purchased a block of group tax qualified annuity business
  from UNUM Corporation. The transaction was completed in the
  form of a reinsurance transaction, which resulted in a ced-
  ing commission of $71,800,000. The ceding commission has
  been recorded as admissible goodwill of $62,300,000, which
  is to be amortized on a straight-line basis over 10 years.
  The Company's subsidiary was required by the New York De-
  partment of Insurance to expense its portion of the ceding
  commission in 1996. Policy liabilities and related accruals
  of the Company and its wholly owned subsidiary increased by
  $3,200,000,000 as a result of this transaction.
 
  In its previously-filed 1996 NAIC Annual Statement, the Com-
  pany recorded the ceding commission as a nonadmitted asset,
  which was charged directly to unassigned surplus. According-
  ly, unassigned surplus was understated at December 31, 1996
  by $62,300,000, net of amortization in 1996. In 1997, man-
  agement will correct its opening balance of unassigned sur-
  plus in its NAIC Annual Statement.
 
                                                                            S-25
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
  The balance sheets include reinsurance balances with affiliated companies
  as follows:
 
<TABLE>
<CAPTION>
                                                         December 31
                                                         1996     1995
                                                         -------- --------
                                                         (in millions)
                                                         -----------------
   <S>                                                   <C>      <C>
   Future policy benefits and claims assumed             $  312.7 $  344.8
   Future policy benefits and claims ceded                  891.8  1,344.5
   Amounts recoverable on paid and unpaid losses             31.2     65.9
   Reinsurance payable on paid losses                         2.7      5.5
   Funds held under reinsurance treaties--net liability   1,062.4    712.3
</TABLE>
 
  Substantially all reinsurance ceded to affiliated companies is with unau-
  thorized companies. To take a reserve credit for such reinsurance, the Com-
  pany holds assets from the reinsurer, including funds held under reinsur-
  ance treaties, and is the beneficiary on letters of credit aggregating
  $314,200,000 and $306,800,000 at December 31, 1996 and 1995, respectively.
  At December 31, 1996 and 1995, LNC had guaranteed $239,200,000 and
  $241,400,000, respectively, of these letters of credit. At December 31,
  1996, the Company has a receivable (included in the foregoing amounts) from
  affiliated insurance companies in the amount of $135,700,000 for statutory
  surplus relief received under financial reinsurance ceded agreements.
 
13. SEPARATE ACCOUNTS
 
  Separate account assets and liabilities reported in the accompanying bal-
  ance sheets represent funds that are separately administered, principally
  for annuity contracts, and for which the contractholder, rather than the
  Company, bears the investment risk. Separate account contractholders have
  no claim against the assets of the general account of the Company. Separate
  account assets are reported at fair value and consist primarily of long-
  term bonds, common stocks, short-term investments and mutual funds. The de-
  tailed operations of the separate accounts are not included in the accompa-
  nying financial statements. Fees charged on separate account policyholder
  deposits are included in other income.
 
  Separate account premiums, deposits and other considerations amounted to
  $4,148,700,000, $3,068,200,000 and $2,694,700,000 in 1996, 1995 and 1994,
  respectively. Reserves for separate accounts with assets at fair value were
  $23,047,800,000 and $17,891,400,000 at December 31, 1996 and 1995, respec-
  tively. All reserves are subject to discretionary withdrawal at market val-
  ue. Substantially all of the Company's separate accounts are nonguaranteed.
12. TRANSACTIONS WITH AFFILIATES
 
  A wholly owned subsidiary of LNC, Lincoln Financial Group, Inc. ("LFGI"),
  has a nearly exclusive general agents contract with the Company under which
  it sells the Company's products and provides the service that otherwise
  would be provided by a home office marketing department and regional of-
  fices. For providing these selling and marketing services, the Company paid
  LFGI override commissions and operating expense allowances of $56,300,000,
  $43,300,000 and $41,200,000 in 1996, 1995 and 1994, respectively. LFGI in-
  curred expenses of $15,700,000, $10,400,000 and $10,700,000 in 1996, 1995
  and 1994, respectively, in excess of the override commissions and operating
  expense allowances received from the Company, which the Company is not re-
  quired to reimburse.
 
  Cash and short-term investments at December 31, 1996 and 1995 include the
  Company's participation in a short-term investment pool with LNC of
  $175,100,000 and $324,000,000, respectively. Related investment income
  amounted to $15,300,000, $21,100,000 and $16,100,000 in 1996, 1995 and
  1994, respectively. Other liabilities at December 31, 1996 and 1995 include
  $100,000,000 of notes payable to LNC.
 
  The Company provides services to and receives services from affiliated com-
  panies which resulted in a net payment of $34,100,000 and $24,900,000 in
  1996 and 1995, respectively.
 
  The Company both cedes and accepts reinsurance from affiliated companies.
  Premiums in the accompanying statement of income includes reinsurance
  transactions with affiliated companies as follows:
 
<TABLE>
<CAPTION>
                      Year ended
                      December 31
                      1996   1995   1994
                      ------ ------ ------
                      (in millions)
                      --------------------
   <S>                <C>    <C>    <C>
   Insurance assumed  $ 17.9 $ 17.6 $ 19.8
   Insurance ceded     302.8  214.4  481.3
</TABLE>
 
S-26
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS CONTINUED
 
13. SEPARATE ACCOUNTS CONTINUED
 
  A reconciliation of transfers to (from) separate accounts are as follows:
 
<TABLE>
<CAPTION>
                                                  Year ended
                                                  December 31
                                                  1996        1995
                    ----------------------------------------------------
                                                  (in millions)
                                                  ---------------------
   <S>                                            <C>         <C>
   Transfers as reported in the Summary of
   Operations of various Separate Accounts:
    Transfers to separate accounts                $ 4,149.6   $ 3,070.2
    Transfers from separate accounts               (2,058.5)   (1,457.8)
                                                  ---------   ---------
   Net transfer to separate accounts as reported
   in the Company's NAIC Annual Statement         $ 2,091.1   $ 1,612.4
                                                  =========   =========
</TABLE>
 
                                                                            S-27
<PAGE>
 
 
 
 
OTHER FINANCIAL INFORMATION
 
 
 
<PAGE>
 
REPORT OF INDEPENDENT AUDITORS
 
Board of Directors
The Lincoln National Life Insurance Company
 
We have audited the accompanying statutory-basis balance sheets of The Lincoln
National Life Insurance Company (a wholly owned subsidiary of Lincoln National
Corporation) as of December 31, 1996 and 1995, and the related statutory-basis
statements of income, changes in capital and surplus and cash flows for each of
the three years in the period ended December 31, 1996. These financial state-
ments are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement pre-
sentation. We believe that our audits provide a reasonable basis for our opin-
ion.
 
As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or per-
mitted by the Indiana Department of Insurance, which practices differ from gen-
erally accepted accounting principles. The variances between such practices and
generally accepted accounting principles and the effects on the accompanying
financial statements are also described in Note 1.
 
In our opinion, because of the effects of the matter described in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial posi-
tion of The Lincoln National Life Insurance Company at December 31, 1996 and
1995, or the results of its operations or its cash flows for each of the three
years in the period ended December 31, 1996.
 
However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The Lincoln Na-
tional Life Insurance Company at December 31, 1996 and 1995, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1996, in conformity with accounting practices prescribed or
permitted by the Indiana Department of Insurance.
 
As described in Note 2, in 1994 the Company changed its method of accounting
for separate account contracts.
 
                                    /s/ Ernst & Young LLP
 
February 6, 1997
 
S-28
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA
 
DECEMBER 31, 1996 (IN MILLIONS)
 
<TABLE>
<S>                                                           <C>
Investment income earned:
  Government bonds                                            $   74.6
  ---------------------------------------------------------------------
  Other bonds (unaffiliated)                                   1,367.6
  ---------------------------------------------------------------------
  Preferred stocks (unaffiliated)                                  9.6
  ---------------------------------------------------------------------
  Common stocks (unaffiliated)                                     6.5
  ---------------------------------------------------------------------
  Common stocks of affiliates                                      9.5
  ---------------------------------------------------------------------
  Mortgage loans                                                 269.3
  ---------------------------------------------------------------------
  Real estate                                                    114.4
  ---------------------------------------------------------------------
  Premium notes, policy loans and liens                           35.0
  ---------------------------------------------------------------------
  Cash on hand and on deposit                                      0.9
  ---------------------------------------------------------------------
  Short-term investments                                          48.0
  ---------------------------------------------------------------------
  Other invested assets                                           17.6
  ---------------------------------------------------------------------
  Derivative instruments                                          (6.3)
  ---------------------------------------------------------------------
  Aggregate write-ins for investment income                       11.1
  ----------------------------------------------------------- --------
Gross investment income                                       $1,957.8
- ------------------------------------------------------------- ========
Real estate owned (cost, less encumbrances)                   $  621.3
- ------------------------------------------------------------- ========
Mortgage loans (unpaid balance):
  Farm mortgages                                              $    1.1
  ---------------------------------------------------------------------
  Residential mortgages                                            3.7
  ---------------------------------------------------------------------
  Commercial mortgages                                         2,971.9
  ----------------------------------------------------------- --------
Total mortgage loans                                          $2,976.7
- ------------------------------------------------------------- ========
Mortgage loans by standing (unpaid balance):
  Good standing                                               $2,922.1
  ----------------------------------------------------------- ========
  Good standing with restructured terms                       $   39.6
  ----------------------------------------------------------- ========
  Interest overdue more than three months, not in foreclosure $     --
  ----------------------------------------------------------- ========
  Foreclosure in process                                      $   14.9
  ----------------------------------------------------------- ========
Other long-term assets (statement value)                      $  248.1
- ------------------------------------------------------------- ========
</TABLE>
 
                                                                            S-29
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA CONTINUED
 
DECEMBER 31, 1996 (IN MILLIONS)
 
<TABLE>
<S>                                                              <C>
Bonds and stocks of parent, subsidiaries and affiliates (cost):
  Common stocks                                                  $    194.0
  -------------------------------------------------------------  ==========
Bonds and short-term investments by class and maturity:
 Bonds by maturity (statement value):
  Due within one year or less                                    $  1,618.0
  -------------------------------------------------------------
  Over 1 year through 5 years                                       5,928.1
  -------------------------------------------------------------
  Over 5 years through 10 years                                     6,025.9
  -------------------------------------------------------------
  Over 10 years through 20 years                                    3,670.6
  -------------------------------------------------------------
  Over 20 years                                                     2,860.4
  -------------------------------------------------------------  ----------
Total by maturity                                                $ 20,103.0
- ---------------------------------------------------------------  ==========
 Bonds by class (statement value):
  Class 1                                                        $ 14,013.7
  -------------------------------------------------------------
  Class 2                                                           4,504.1
  -------------------------------------------------------------
  Class 3                                                             807.6
  -------------------------------------------------------------
  Class 4                                                             705.9
  -------------------------------------------------------------
  Class 5                                                              71.4
  -------------------------------------------------------------
  Class 6                                                               0.3
  -------------------------------------------------------------  ----------
Total by class                                                   $ 20,103.0
- ---------------------------------------------------------------  ==========
Total bonds publicly traded                                      $ 16,520.3
- ---------------------------------------------------------------  ==========
Total bonds privately placed                                     $  3,582.7
- ---------------------------------------------------------------  ==========
Preferred stocks (cost or amortized cost)                        $    239.7
- ---------------------------------------------------------------  ==========
Unaffiliated common stocks (market value)                        $    358.3
- ---------------------------------------------------------------  ==========
Short-term investments (cost or amortized cost)                  $    713.4
- ---------------------------------------------------------------  ==========
Financial options and caps owned (statement value)               $     32.2
- ---------------------------------------------------------------  ==========
Financial options and caps written (statement value)             $      0.3
- ---------------------------------------------------------------  ==========
Swap and forward agreements open (statement value)               $      0.2
- ---------------------------------------------------------------  ==========
Futures contracts open (current value)                           $    161.2
- ---------------------------------------------------------------  ==========
Cash on deposit                                                  $     45.8
- ---------------------------------------------------------------  ==========
Life insurance in-force:
  Ordinary                                                       $     97.9
  -------------------------------------------------------------  ==========
  Group life                                                     $     31.4
  -------------------------------------------------------------  ==========
</TABLE>
 
S-30
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA CONTINUED
 
DECEMBER 31, 1996 (IN MILLIONS)
 
<TABLE>
<S>                                                                                              <C>
Amount of accidental death insurance in-force under ordinary policies                            $     4.9
- -----------------------------------------------------------------------------------------------  =========
Life insurance policies with disability provisions in-force:
  Ordinary                                                                                       $     4.9
  ---------------------------------------------------------------------------------------------  =========
  Group life                                                                                     $    12.9
  ---------------------------------------------------------------------------------------------  =========
Supplementary contracts in-force:
Ordinary--not involving life contingencies:
  Amount on deposit                                                                              $      --
  ---------------------------------------------------------------------------------------------  =========
  Income payable                                                                                 $     3.2
  ---------------------------------------------------------------------------------------------  =========
Ordinary--involving life contingencies:
  Income payable                                                                                 $     0.9
  ---------------------------------------------------------------------------------------------  =========
Group--not involving life contingencies:
  Income payable                                                                                 $      --
  ---------------------------------------------------------------------------------------------  =========
Group--involving life contingencies:
  Income payable                                                                                 $     0.9
  ---------------------------------------------------------------------------------------------  =========
Annuities:
Ordinary:
  Immediate--amount of income payable                                                            $    68.4
  ---------------------------------------------------------------------------------------------  =========
  Deferred--fully paid account balance                                                           $     0.6
  ---------------------------------------------------------------------------------------------  =========
  Deferred--not fully paid account balance                                                       $   326.6
  ---------------------------------------------------------------------------------------------  =========
Group:
  Amount of income payable                                                                       $      --
  ---------------------------------------------------------------------------------------------  =========
  Fully paid account balance                                                                     $      --
  ---------------------------------------------------------------------------------------------  =========
  Not fully paid account balance                                                                 $    78.1
  ---------------------------------------------------------------------------------------------  =========
Accident and health insurance--premiums in-force:
  Ordinary                                                                                       $   180.6
  ---------------------------------------------------------------------------------------------  =========
  Group                                                                                          $    97.1
  ---------------------------------------------------------------------------------------------  =========
Deposit funds and dividend accumulations:
  Deposit funds account balance                                                                  $17,456.6
  ---------------------------------------------------------------------------------------------  =========
  Dividend accumulations--account balance                                                        $   114.7
  ---------------------------------------------------------------------------------------------  =========
</TABLE>
 
                                                                            S-31
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
SUPPLEMENTAL SCHEDULE OF SELECTED
STATUTORY-BASIS FINANCIAL DATA CONTINUED
 
DECEMBER 31, 1996 (IN MILLIONS)
 
Claim payments 1996:
Group Accident and Health:
<TABLE>
   <S>    <C>
   1996   $ 9.4
          =====
  --------------
   1995   $ 3.1
          =====
  --------------
   1994   $ 0.1
          =====
  --------------
   1993   $  --
          =====
  --------------
   1992   $(0.1)
          =====
  --------------
   Prior  $  --
          =====
  --------------
</TABLE>
 
S-32
<PAGE>
 
LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
NOTE TO SUPPLEMENTAL SCHEDULE OF SELECTED STATUTORY-BASIS FINANCIAL DATA
 
NOTE--BASIS OF PRESENTATION
The accompanying schedule presents selected statutory-basis financial data as
of December 31, 1996 and for the year then ended for purposes of complying with
paragraph 9 of the Annual Audited Financial Reports in the General Section of
the National Association of Insurance Commissioners' Annual Statement Instruc-
tions and agrees to or is included in the amounts reported in The Lincoln Na-
tional Life Insurance Company's 1996 Statutory Annual Statement as filed with
the Indiana Department of Insurance.
 
                                                                            S-33
<PAGE>
 
REPORT OF INDEPENDENT AUDITORS ON
OTHER FINANCIAL INFORMATION
 
Board of Directors
The Lincoln National Life Insurance Company
 
Our audits were conducted for the purpose of forming an
opinion on the statutory-basis financial statements taken as
a whole. The accompanying supplemental schedule of selected
statutory-basis financial data is presented to comply with
the National Association of Insurance Commissioners' Annual
Statement Instructions and is not a required part of the
statutory-basis financial statements. Such information has
been subjected to the auditing procedures applied in our au-
dit of the statutory-basis financial statements and, in our
opinion, is fairly stated in all material respects in rela-
tion to the statutory-basis financial statements taken as a
whole.
 
                                    /s/ Ernst & Young LLP
 
February 6, 1997
 
S-34

<PAGE>
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
Board of Directors of The Lincoln National Life Insurance Company
and
Contract Owners of Lincoln National Variable Annuity Account L
 
We have audited the accompanying statement of assets and liabilities of
Lincoln National Variable Annuity Account L (the "Separate Account") as of
December 31, 1996, and the related statement of operations and changes in net
assets for the period from October 1, 1996 (commencement of operations) to
December 31, 1996. These financial statements are the responsibility of the
Separate Account's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
 
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1996,
by correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lincoln National Variable
Account L at December 31, 1996, the results of its operations and the changes
in its net assets for the period from October 1, 1996 to December 31, 1996, in
conformity with generally accepted accounting principles.
 
/s/ Ernst & Young LLP
 
Fort Wayne, Indiana
April 1, 1997
 
                                      13
<PAGE>

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
                      STATEMENT OF ASSETS AND LIABILITIES
 
                               DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                   DREYFUS
                                    STOCK    DREYFUS      TCI       TCI      VIPF
                                    INDEX   SMALL CAP   GROWTH   BALANCED   GROWTH
                        COMBINED    FUND    PORTFOLIO  PORTFOLIO PORTFOLIO PORTFOLIO
                       ----------  -------  ---------  --------- --------- ---------
<S>                    <C>         <C>      <C>        <C>       <C>       <C>
Assets
 Investments at fair
  value                $1,279,373  $70,222  $179,989    $18,454   $29,112  $193,228
Liabilities
 Contract charges
  payable to
  The Lincoln
  National Life
  Insurance Company           503       28        72          7        12        77
                       ----------  -------  --------    -------   -------  --------
Net assets             $1,278,870  $70,194  $179,917    $18,447   $29,100  $193,151
                       ==========  =======  ========    =======   =======  ========
Percent of net assets       100.0%     5.5%     14.1%       1.4%      2.3%     15.1%
                       ==========  =======  ========    =======   =======  ========
</TABLE>
 
<TABLE>
<CAPTION>
                                               CALVERT
                        VIPF II     VIPF     RESPONSIBLY    T. ROWE      VIPF
                         ASSET     EQUITY-    INVESTED       PRICE       MONEY
                        MANAGER    INCOME     BALANCED   INTERNATIONAL  MARKET
                       PORTFOLIO  PORTFOLIO   PORTFOLIO     SERIES     PORTFOLIO
                       ---------  ---------  ----------- ------------- ---------
<S>                    <C>        <C>        <C>         <C>           <C>
Assets
 Investments at fair
  value                $430,304   $165,624    $134,580      $57,805      $ 55
Liabilities
 Contract charges
  payable to
  The Lincoln
  National Life
  Insurance Company         170         65          49           23       --
                       --------   --------    --------      -------      ----
Net assets             $430,134   $165,559    $134,531      $57,782      $ 55
                       ========   ========    ========      =======      ====
Percent of net assets      33.6%      13.0%       10.5%         4.5%      -- %
                       ========   ========    ========      =======      ====
</TABLE>
 
 
 
                            See accompanying notes.
 
                                       14
<PAGE>

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
 
                PERIOD FROM OCTOBER 1, 1996 TO DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                   DREYFUS STOCK        DREYFUS SMALL CAP
                                COMBINED             INDEX FUND             PORTFOLIO
                          -------------------- ---------------------- ---------------------
<S>                       <C>                  <C>                    <C>
Net investment income
 Dividends from
  investment income            $   16,580             $   931               $  4,825
Less contract charges--
 mortality and expense
 fees to The Lincoln
 National Life Insurance
 Company                              916                  51                    129
                               ----------             -------               --------
  Net investment income
   (loss)                          15,664                 880                  4,696
Net realized and
 unrealized gain (loss)
 on investments
 Net realized loss                     (5)                --                      (1)
 Net change in
  unrealized gain (loss)          (33,387)             (1,693)                (4,661)
                               ----------             -------               --------
                                  (33,392)             (1,693)                (4,662)
                               ----------             -------               --------
Net increase (decrease)
 in net assets resulting
 from operations                  (17,728)               (813)                    34
Net increase in net
 assets from principal
 transactions                   1,296,598              71,007                179,883
                               ----------             -------               --------
  Net increase in net
   assets                       1,278,870              70,194                179,917
Net assets at beginning
 of period                            --                  --                     --
                               ----------             -------               --------
Net assets at end of
 period                        $1,278,870             $70,194               $179,917
                               ==========             =======               ========
<CAPTION>
                          TCI GROWTH PORTFOLIO TCI BALANCED PORTFOLIO VIPF GROWTH PORTFOLIO
                          -------------------- ---------------------- ---------------------
<S>                       <C>                  <C>                    <C>
Net investment income
 Dividends from
  investment income            $      --              $   --                $    --
Less contract charges--
 mortality and expense
 fees to The Lincoln
 National Life Insurance
 Company                               14                  21                    141
                               ----------             -------               --------
  Net investment income
   (loss)                             (14)                (21)                  (141)
Net realized and
 unrealized gain (loss)
 on investments
 Net realized loss                    --                  --                      (2)
 Net change in
  unrealized gain (loss)             (883)               (401)                (5,878)
                               ----------             -------               --------
                                     (883)               (401)                (5,880)
                               ----------             -------               --------
Net increase (decrease)
 in net assets resulting
 from operations                     (897)               (422)                (6,021)
Net increase in net
 assets from principal
 transactions                      19,344              29,522                199,172
                               ----------             -------               --------
  Net increase in net
   assets                          18,447              29,100                193,151
Net assets at beginning
 of period                            --                  --                     --
                               ----------             -------               --------
Net assets at end of
 period                        $   18,447             $29,100               $193,151
                               ==========             =======               ========
</TABLE>
 
                            See accompanying notes.
 
                                       15
<PAGE>

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
         STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS--(CONTINUED)
 
                PERIOD FROM OCTOBER 1, 1996 TO DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                                CALVERT RESPONSIBLY
                             VIPF II ASSET       VIPF EQUITY-    INVESTED BALANCED
                           MANAGER PORTFOLIO   INCOME PORTFOLIO      PORTFOLIO
                          -------------------- ---------------- -------------------
<S>                       <C>                  <C>              <C>
Net investment income
 Dividends from
  investment income             $    --            $    --           $ 10,101
Less contract charges--
 mortality and expense
 fees to The Lincoln
 National Life Insurance
 Company                             312                118                89
                                --------           --------          --------
  Net investment income
   (loss)                           (312)              (118)           10,012
Net realized and
 unrealized gain (loss)
 on investments
 Net realized loss                    (1)               --                 (1)
 Net change in
  unrealized gain (loss)          (6,765)            (1,565)          (12,067)
                                --------           --------          --------
                                  (6,766)            (1,565)          (12,068)
                                --------           --------          --------
Net increase (decrease)
 in net assets resulting
 from operations                  (7,078)            (1,683)           (2,056)
Net increase in net
 assets from principal
 transactions                    437,212            167,242           136,587
                                --------           --------          --------
  Net increase in net
   assets                        430,134            165,559           134,531
Net assets at beginning
 of period                           --                 --                --
                                --------           --------          --------
Net assets at end of
 period                         $430,134           $165,559          $134,531
                                ========           ========          ========
<CAPTION>
                             T. ROWE PRICE        VIPF MONEY
                          INTERNATIONAL SERIES MARKET PORTFOLIO
                          -------------------- ----------------
<S>                       <C>                  <C>              
Net investment income
 Dividends from
  investment income             $    722           $      1
Less contract charges--
 mortality and expense
 fees to The Lincoln
 National Life Insurance
 Company                              41                --
                                --------           --------
  Net investment income
   (loss)                            681                  1
Net realized and
 unrealized gain (loss)
 on investments
 Net realized loss                   --                 --
 Net change in
  unrealized gain (loss)             526                --
                                --------           --------
                                     526                --
                                --------           --------
Net increase (decrease)
 in net assets resulting
 from operations                   1,207                  1
Net increase in net
 assets from principal
 transactions                     56,575                 54
                                --------           --------
  Net increase in net
   assets                         57,782                 55
Net assets at beginning
 of period                           --                 --
                                --------           --------
Net assets at end of
 period                         $ 57,782           $     55
                                ========           ========
</TABLE>
 
                            See accompanying notes.
 
                                       16
<PAGE>

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1. ORGANIZATION AND ACCOUNTING POLICIES
 
Organization:
 
Lincoln National Variable Annuity Account L (the "Separate Account") is a
segregated investment account of The Lincoln National Life Insurance Company
("Lincoln Life") and is registered under the Investment Company Act of 1940.
The Separate Account was established in accordance with the laws of the State
of Indiana. Its registration statement became effective in September, 1996.
The assets are held for the exclusive benefit of the variable annuity contract
owners and may not be used to satisfy the obligations that may arise from any
other business conducted by Lincoln Life. Any excess of assets over
liabilities may be transferred to Lincoln Life's General Account. Principal
markets are hospitals and non-profit organizations located throughout the
United States of America, excluding New York.
 
On October 1, 1996, UNUM Life Insurance Company of America ("UNUM America")
completed the sale of its tax-qualified annuity business to Lincoln Life and
Lincoln Life & Annuity Company of New York ("Lincoln New York"), a wholly
owned subsidiary of Lincoln Life. The contracts of participants in the
separate accounts of UNUM America with respect to which consent is obtained
from contractholders and/or participants will be reinsured pursuant to an
assumption reinsurance agreement. Assets attributable to such participants'
contracts will be transferred to the Separate Account and separate accounts of
Lincoln New York. Assets attributable to contracts of participants with
respect to which such consent is not obtained will remain in the separate
accounts of UNUM America.
 
Investments:
 
In accordance with the terms of the variable annuity contracts, all payments
transferred to the Separate Account by the contract owners are allocated to
purchase shares of either Dreyfus Stock Index Fund, Dreyfus Variable
Investment Fund: Small Cap Portfolio ("Dreyfus Small Cap Portfolio"),
Twentieth Century's TCI Portfolios, Inc.: TCI Growth ("TCI Growth Portfolio")
and TCI Balanced ("TCI Balanced Portfolio"), Fidelity's Variable Insurance
Products Fund: Growth Portfolio ("VIPF Growth Portfolio"), Fidelity's Variable
Insurance Products Fund II: Asset Manager Portfolio ("VIPF II Asset Manager
Portfolio"), Fidelity's Variable Insurance Products Fund: Equity-Income
Portfolio ("VIPF Equity-Income Portfolio"), Calvert Responsibly Invested
Balanced Portfolio or T. Rowe Price International Series, Inc. ("T. Rowe Price
International Series"). Fidelity's Variable Insurance Products Funds: Money
Market Portfolio ("VIPF Money Market Portfolio") is used only for investment
of initial contributions for which Lincoln Life has not received complete
order instructions. Upon receipt of complete order instructions, the payments
transferred to VIPF Money Market Portfolio are allocated to purchase shares of
one of the above funds.
 
The Separate Account is fully invested in shares of Dreyfus Stock Index Fund,
Dreyfus Small Cap Portfolio, TCI Growth Portfolio, TCI Balanced Portfolio,
VIPF Growth Portfolio, VIPF II Asset Manager Portfolio, VIPF Equity-Income
Portfolio, Calvert Responsibly Invested Balanced Portfolio, T. Rowe Price
International Series and VIPF Money Market Portfolio which are carried at fair
value. Security transactions are recorded on the trade date. All contracts
participating in the Separate Account are in the accumulation phase. Dividends
are fully reinvested and immediately credited to participant accounts with the
exception of VIPF Money Market Portfolio which is invested monthly. Unrealized
gain and loss represent the difference between the cost and fair value of
invested assets. Realized gain and loss are reported on an average cost basis.
Gross unrealized gain for all investments was $526 as of December 31, 1996.
Gross unrealized loss for all investments was $33,913 as of December 31, 1996.
 
                                      17
<PAGE>
 
                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
NOTE 1. ORGANIZATION AND ACCOUNTING POLICIES--(CONTINUED)
 
 Investments:--(Continued)
 
  The fair value and cost of investments at December 31, 1996, was distributed
as follows:
 
<TABLE>
<CAPTION>
                                             FAIR VALUE
                                       -----------------------
                                         SHARES    SHARE PRICE   COST
                                       ----------- ----------- --------
<S>                                    <C>         <C>         <C>
Dreyfus Stock Index Fund                3,462.6179   $20.28    $ 71,915
Dreyfus Small Cap Portfolio             3,456.0035    52.08     184,650
TCI Growth Portfolio                    1,802.1535    10.24      19,338
TCI Balanced Portfolio                  3,860.9446     7.54      29,512
VIPF Growth Portfolio                   6,205.1248    31.14     199,105
VIPF II Asset Manager Portfolio        25,416.6595    16.93     437,069
VIPF Equity-Income Portfolio            7,875.6068    21.03     167,189
Calvert Responsibly Invested Balanced
 Portfolio                             75,862.4046    1.774     146,647
T. Rowe Price International Series      4,573.1734    12.64      57,279
VIPF Money Market Portfolio                54.9400     1.00          55
</TABLE>
 
 Contract Charges:
 
  Lincoln Life is the depositor for the Separate Account. Administrative
services necessary for the operation of the Separate Account and the variable
annuity contracts are provided by Lincoln Life. Although Lincoln Life deducts
for sales and administrative expenses under the contracts, Lincoln Life
assumes an expense risk that these deductions may prove insufficient to cover
the cost of those expenses.
 
  In addition, Lincoln Life assumes a mortality risk under the contracts in
that it agrees to make annuity payments regardless of how long a particular
annuitant or their payee lives and how long all annuitants or other payees in
a class live, if payment options involving life contingencies are chosen.
Those annuity payments are determined in accordance with annuity purchase rate
provisions established at the time the contracts are issued. Lincoln Life also
assumes a mortality risk in providing a death benefit under the contracts.
 
  To compensate Lincoln Life for assuming these mortality and expense risks,
an effective annual mortality and expense risk charge of 1.20% of each
portfolio's average daily net assets is imposed on each portfolio within the
Separate Account with the exception of the VIPF Money Market Portfolio. For
1996, the mortality and expense risk charges totaled $916.
 
 Federal Income Taxes:
 
  Operations of the Separate Account form a part of and are taxed with
operations of Lincoln Life, which is taxed as a "life insurance company" under
the Internal Revenue Code. Using current law, no federal income taxes are
payable with respect to the Separate Account's net investment income and the
net realized gain on investments.
 
 Premium Taxes:
 
  Applicable state premium taxes are paid by Lincoln Life and deducted from
the account balances of contract owners either: (1) at the time of a total
withdrawal of a participant's account balance; (2) on the annuity commencement
date; (3) at such other date as the taxes are assessed.
 
                                      18
<PAGE>
 
                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
NOTE 2. CAPITAL SHARE TRANSACTIONS
 
  During 1996, the following transactions in capital stock occurred:
 
  The Separate Account funds that invest in Dreyfus Stock Index Fund held
3,091.5026 units at a net asset value of $22.7054 at December 31, 1996.
 
<TABLE>
<CAPTION>
                          1996
                   ------------------
                     UNITS    AMOUNT
                   ---------- -------
   <S>             <C>        <C>
   Units sold      3,091.5026 $71,007
   Units redeemed         --      --
                   ---------- -------
     Net increase  3,091.5026 $71,007
                   ========== =======
</TABLE>
 
  The Separate Account funds that invest in Dreyfus Small Cap Portfolio held
11,769.9487 units at a net asset value of $15.2861 at December 31, 1996.
 
<TABLE>
<CAPTION>
                           1996
                   --------------------
                      UNITS     AMOUNT
                   ----------- --------
   <S>             <C>         <C>
   Units sold      11,769.9487 $179,883
   Units redeemed          --       --
                   ----------- --------
     Net increase  11,769.9487 $179,883
                   =========== ========
</TABLE>
 
  The Separate Account funds that invest in TCI Growth Portfolio held
1,253.7393 units at a net asset value of $14.7133 at December 31, 1996.
 
<TABLE>
<CAPTION>
                          1996
                   ------------------
                     UNITS    AMOUNT
                   ---------- -------
   <S>             <C>        <C>
   Units sold      1,253.7393 $19,344
   Units redeemed         --      --
                   ---------- -------
     Net increase  1,253.7393 $19,344
                   ========== =======
</TABLE>
 
  The Separate Account funds that invest in TCI Balanced Portfolio held
1,794.8695 units at a net asset value of $16.2128 at December 31, 1996.
 
<TABLE>
<CAPTION>
                          1996
                   ------------------
                     UNITS    AMOUNT
                   ---------- -------
   <S>             <C>        <C>
   Units sold      1,794.8695 $29,522
   Units redeemed         --      --
                   ---------- -------
     Net increase  1,794.8695 $29,522
                   ========== =======
</TABLE>
 
  The Separate Account funds that invest in VIPF Growth Portfolio held
8,318.3784 units at a net asset value of $23.2198 at December 31, 1996.
 
<TABLE>
<CAPTION>
                          1996
                   -------------------
                     UNITS     AMOUNT
                   ---------- --------
   <S>             <C>        <C>
   Units sold      8,318.3784 $199,172
   Units redeemed         --       --
                   ---------- --------
     Net increase  8,318.3784 $199,172
                   ========== ========
</TABLE>
 
                                      19
<PAGE>

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
NOTE 2. CAPITAL SHARE TRANSACTIONS--(CONTINUED)
 
The Separate Account funds that invest in VIPF II Asset Manager Portfolio held
24,911.0257 units at a net asset value of $17.2668 at December 31, 1996.
 
<TABLE>
<CAPTION>
                           1996
                   --------------------
                      UNITS     AMOUNT
                   ----------- --------
   <S>             <C>         <C>
   Units sold      24,911.0257 $437,212
   Units redeemed          --       --
                   ----------- --------
     Net increase  24,911.0257 $437,212
                   =========== ========
</TABLE>
 
The Separate Account funds that invest in VIPF Equity-Income Portfolio held
10,485.2129 units at a net asset value of $15.7898 at December 31, 1996.
 
<TABLE>
<CAPTION>
                           1996
                   --------------------
                      UNITS     AMOUNT
                   ----------- --------
   <S>             <C>         <C>
   Units sold      10,485.2129 $167,242
   Units redeemed          --       --
                   ----------- --------
     Net increase  10,485.2129 $167,242
                   =========== ========
</TABLE>
 
The Separate Account funds that invest in Calvert Responsibly Invested
Balanced Portfolio held 9,459.1800 units at a net asset value of $14.2222 at
December 31, 1996.
 
<TABLE>
<CAPTION>
                          1996
                   -------------------
                     UNITS     AMOUNT
                   ---------- --------
   <S>             <C>        <C>
   Units sold      9,459.1800 $136,587
   Units redeemed         --       --
                   ---------- --------
     Net increase  9,459.1800 $136,587
                   ========== ========
</TABLE>
 
The Separate Account funds that invest in T. Rowe Price International Series
held 4,707.0763 units at a net asset value of $12.2756 at December 31, 1996.
 
<TABLE>
<CAPTION>
                          1996
                   ------------------
                     UNITS    AMOUNT
                   ---------- -------
   <S>             <C>        <C>
   Units sold      4,707.0763 $56,575
   Units redeemed         --      --
                   ---------- -------
     Net increase  4,707.0763 $56,575
                   ========== =======
</TABLE>
 
The Separate Account funds that invest in VIPF Money Market Portfolio held
4.8714 units at a net asset value of $11.2772 at December 31, 1996.
 
<TABLE>
<CAPTION>
                        1996
                   --------------
                    UNITS  AMOUNT
                   ------- ------
   <S>             <C>     <C>
   Units sold      98.4501 $1,104
   Units redeemed  93.5787  1,050
                   ------- ------
     Net increase   4.8714 $   54
                   ======= ======
</TABLE>
 
                                      20
<PAGE>

                  LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT L
 
                  NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
 
 
NOTE 3. RELATED PARTY TRANSACTIONS
 
LNC Equity Sales Corporation, an affiliate, acts as a distributor and
principal underwriter of the Separate Account.
 
NOTE 4. SUBSEQUENT EVENT
 
Through April 1, 1997, the net assets of the Separate Account have increased
by approximately $263,407,000 from novations of assets from the separate
accounts of UNUM America.
 
                                      21


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