<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1997.
REGISTRATION NO. 333-18527
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
NATIONWIDE FINANCIAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 6719 31-1486870
(State or other (Primary Standard I.R.S. Employer
jurisdiction of Industrial Classification Identification Number
incorporation or Code Number)
organization)
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(614) 249-7111
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
-----------
W. SIDNEY DRUEN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
NATIONWIDE FINANCIAL SERVICES, INC.
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(614) 249-7640
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------
COPIES TO:
ALEXANDER M. DYE/MICHAEL GROLL JEFF LIEBMANN
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. JONATHAN FREEDMAN
125 WEST 55TH STREET DEWEY BALLANTINE
NEW YORK, NEW YORK 10019-5389 1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
--------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
-----------------------------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two forms of Prospectus, one to be used
in connection with an offering of Class A Common Stock in the United States
and Canada (the "U.S. Offering") and one to be used in connection with a
concurrent international offering outside the United States and Canada (the
"International Offering"). The complete Prospectus for the U.S. Offering
follows immediately. Following such Prospectus is an alternate front cover
page, inside front cover page and pages 8 and 18 for the International
Offering as well as a section entitled "Subscription and Sale" which replaces
the section entitled "Underwriting" for the International Offering and an
additional section entitled "Certain United States Federal Tax Considerations
for Non-U.S. Holders of Class A Common Stock." All of the other pages of the
Prospectus for the U.S. Offering are to be used for both the U.S. Offering and
the International Offering.
The complete Prospectus for each of the U.S. and International Offerings in
the form in which it is to be used will be filed with the Commission pursuant
to Rule 424 or in an amendment to this Registration Statement.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 1997
20,540,000 SHARES
[LOGO] NATIONWIDE FINANCIAL SERVICES, INC.
Class A Common Stock
($0.01 PAR VALUE)
--------
All of the 20,540,000 shares of Class A Common Stock, $0.01 par value (the
"Class A Common Stock"), of Nationwide Financial Services, Inc. (the "Company")
offered hereby are being sold by the Company. Of the 20,540,000 shares being
offered, 16,432,000 shares (the "U.S. Shares") are initially being offered for
sale in the United States and Canada by the U.S. Underwriters (the "U.S.
Offering") and 4,108,000 shares (the "International Shares") are initially
being concurrently offered outside the United States and Canada by the
Managers (the "International Offering" and, together with the U.S. Offering,
the "Equity Offerings"). The initial public offering price and the
underwriting discounts and commissions of the U.S. Offering and the
International Offering are identical. See "Underwriting."
Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock. It is anticipated that the initial public offering price
of the Class A Common Stock will be between $21.00 and $23.00 per
share. For information relating to the factors considered in
determining the initial public offering price, see
"Underwriting."
After the Equity Offerings, Nationwide Corporation will own all of the
outstanding shares of Class B Common Stock, $0.01 par value (the "Class B
Common Stock" and, together with the Class A Common Stock, the "Common
Stock"), of the Company. The Class B Common Stock will represent 83.6% and
98.1% (81.6% and 97.8% if the Underwriters' over-allotment option is
exercised in full) of the total number of shares of Common Stock
outstanding and the combined voting power of the stockholders of the
Company, respectively, and will be convertible on a share for share
basis into Class A Common Stock. Except with respect to voting and
conversion rights, the Class A Common Stock is substantially identical
to the Class B Common Stock. See "Description of Capital Stock."
Shortly following the Equity Offerings, the Company expects to consummate the
public offering of $300 million aggregate principal amount of Senior Notes
due 2027 (the "Senior Notes"), and Nationwide Financial Services
Capital Trust, an affiliate of the Company (the "NFS Trust"),
expects to consummate the public offering of Capital Securities
with an aggregate liquidation amount of $100 million. See "The
Fixed Income Offerings." Such offerings are being made
pursuant to separate prospectuses.
Up to 1,437,800 U.S. Shares are being reserved for sale at the initial public
offering price to employees, officers, directors and agents of the Company
and other members of the Nationwide Insurance Enterprise (as defined
herein).
The Class A Common Stock has been approved for listing on the New York
Stock Exchange (the "NYSE") under the symbol "NFS", subject to official
notice of issuance.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE CLASS A COMMON STOCK, SEE "RISK FACTORS" ON PAGE
11 HEREIN.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS COMPANY(1)
-------- ------------- -----------
<S> <C> <C> <C>
Per Share.................................... $ $ $
Total (2).................................... $ $ $
</TABLE>
(1) Before deduction of expenses payable by the Company estimated at $ .
(2) The Company has granted the U.S. Underwriters and the Managers an option,
exercisable by Credit Suisse First Boston Corporation for 30 days from the
date of this Prospectus, to purchase a maximum of 3,081,000 additional
shares of Class A Common Stock to cover over-allotments of shares. If the
option is exercised in full, the total Price to Public will be $ ,
Underwriting Discounts and Commissions will be $ and Proceeds to Company
will be $ .
The U.S. Shares are offered by the several U.S. Underwriters when, as and if
issued by the Company, delivered to and accepted by the U.S. Underwriters and
subject to their right to reject orders in whole or in part. It is expected
that the U.S. Shares will be ready for delivery on or about , 1997,
against payment in immediately available funds.
CREDIT SUISSE FIRST BOSTON MORGAN STANLEY & CO.
INCORPORATED
MERRILL LYNCH & CO.
Prospectus dated , 1997.
<PAGE>
IN CONNECTION WITH THE EQUITY OFFERINGS, CREDIT SUISSE FIRST BOSTON
CORPORATION, ON BEHALF OF THE U.S. UNDERWRITERS AND THE MANAGERS, MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE CLASS A COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NYSE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DURING THE EQUITY OFFERINGS, CERTAIN PERSONS AFFILIATED WITH PERSONS
PARTICIPATING IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN
ACCOUNTS OR FOR THE ACCOUNTS OF OTHERS IN THE CLASS A COMMON STOCK PURSUANT TO
EXEMPTIONS FROM RULES 10b-6 AND 10b-7 UNDER THE SECURITIES EXCHANGE ACT OF
1934.
FOR NORTH CAROLINA INVESTORS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR ADEQUACY OF
THIS DOCUMENT.
----------------
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (together with all
amendments, exhibits, schedules and supplements thereto, the "Registration
Statement") pursuant to the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, for the registration of the Class A Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Class A Common Stock offered hereby, reference is made to the
Registration Statement, including exhibits thereto and financial statements
and notes filed as a part thereof. Statements made in this Prospectus
concerning the contents of any contract or other document are not necessarily
complete. With respect to each such contract or other document filed with the
Commission as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
The Registration Statement and the exhibits and schedules thereto filed by the
Company with the Commission may be inspected at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the regional offices of the Commission located
at Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
As a result of the Equity Offerings, the Company will be subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). So long as the Company is subject to the periodic
reporting requirements of the Exchange Act, it will continue to furnish the
reports and other information required thereby to the Commission. The Company
intends to furnish the holders of the Class A Common Stock with annual reports
containing, among other information, audited consolidated financial statements
reported upon by an independent public accounting firm and quarterly reports
for each of the first three quarters of each fiscal year containing unaudited
condensed consolidated financial information. The Company also intends to
furnish such other reports as it may determine or as may be required by law.
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by and should be read in
conjunction with the more detailed information and financial statements
appearing elsewhere in this Prospectus. The Company was formed in November 1996
as a holding company for Nationwide Life Insurance Company and the other
companies within the Nationwide Insurance Enterprise that offer or distribute
long-term savings and retirement products. The information contained in this
Prospectus gives effect to the contribution by Nationwide Corporation to the
Company of Nationwide Life and such other companies described under "Recent
History." Except as otherwise indicated: (i) the information in this Prospectus
assumes that the Underwriters' over-allotment option is not exercised and (ii)
all financial data and ratios presented herein have been prepared using
generally accepted accounting principles ("GAAP"). See "Glossary of Selected
Insurance Terms" for the definitions of certain insurance terms used herein.
As used in this Prospectus, the "Company" means Nationwide Financial
Services, Inc. and, unless the context otherwise requires, its subsidiaries;
"Nationwide Life" means Nationwide Life Insurance Company and, unless the
context otherwise requires, Nationwide Life and Annuity Insurance Company;
"Nationwide Corp." means Nationwide Corporation; "Nationwide Mutual" means
Nationwide Mutual Insurance Company; and "Nationwide Insurance Enterprise"
means Nationwide Mutual and its subsidiaries and affiliates. Nationwide(R) is a
registered service mark of Nationwide Mutual, and The Best of America(R) is a
registered service mark of Nationwide Life.
THE COMPANY
OVERVIEW
The Company is a leading provider of long-term savings and retirement
products to retail and institutional customers throughout the United States.
The Company offers variable annuities, fixed annuities and life insurance as
well as mutual funds and pension products and administrative services. By
developing and offering a wide variety of products, the Company believes that
it has positioned itself to compete effectively in various stock market and
interest rate environments. The Company markets its products through a broad
spectrum of wholesale and retail distribution channels, including financial
planners, pension plan administrators, securities firms, banks and Nationwide
Insurance Enterprise insurance agents.
The Company is one of the leaders in the development and sale of variable
annuities. For the first nine months of 1996, the Company was the third largest
U.S. writer of individual variable annuity contracts based on sales, according
to The Variable Annuity Research & Data Service ("VARDS"). Its principal
variable annuity series, The Best of America, allows the customer to choose
from 36 investment options, including mutual funds managed by such well-known
firms as American Century, Dreyfus, Fidelity, Janus, Neuberger & Berman,
Oppenheimer, T. Rowe Price, Templeton, Vanguard and Warburg Pincus, as well as
mutual funds managed by the Company.
The Company is a member of the Nationwide Insurance Enterprise, which is
known nationally as a writer of automobile and homeowners' insurance throughout
the United States. The property/casualty insurers within the Nationwide
Insurance Enterprise are the fifth largest property/casualty insurance group in
the United States based on 1995 net premiums written, according to A.M. Best
Company, Inc. ("A.M. Best").
In the mid-1970s, to capitalize on anticipated opportunities in the growing
market for long-term savings and retirement products, the Company embarked on a
specific strategy of broadening its distribution channels and product offerings
beyond selling traditional life insurance to the automobile and homeowner
customers of the Nationwide Insurance Enterprise. Over a 20-year period, the
Company added financial planners, pension plan administrators, securities firms
and banks as new distribution channels. Such distribution channels in the
3
<PAGE>
aggregate accounted for approximately 93.8% of the Company's sales in 1996.
Currently, the Company administers approximately 15,000 pension plans and has
distribution arrangements with 125 banks and other financial institutions, over
1,000 broker/dealers and over 30,000 registered representatives. The Company
has payroll deduction variable annuity enrollee customers in approximately
6,000 state and local government entities and 1,800 school districts, which
have been obtained principally through sponsorship relationships with the
National Association of Counties and The United States Conference of Mayors and
an exclusive contractual arrangement with The National Education Association of
the United States.
The Company has grown substantially in recent years as a result of its long-
term investment in developing the distribution channels necessary to reach its
target customers and the products required to meet the demands of these
customers. The Company believes its growth has been further enhanced by
favorable demographic trends, the growing tendency of Americans to supplement
traditional sources of retirement income with self-directed investments, such
as products offered by the Company, and the performance of the financial
markets, particularly the U.S. stock markets, in recent years. From 1992 to
1996, the Company's assets grew from $20.8 billion to $47.8 billion, a compound
annual growth rate of 23.1%. Asset growth during this period resulted from
sales of the Company's products as well as market appreciation of assets in the
Company's separate accounts and in its general account investment portfolio.
During the same period, the Company's net operating income (i.e., net income
excluding realized gains and losses on investments (net of related federal
income tax), discontinued operations and cumulative effect of accounting
changes) grew from $97.0 million to $211.3 million, a compound annual growth
rate of 21.5%. The Company's sales of variable annuities grew from $1.56
billion in 1992 to $6.50 billion in 1996, a compound annual growth rate of
42.9%. The Company's separate account assets, which are generated by the sale
of variable annuities and variable universal life insurance, grew from 29.3% of
total assets at December 31, 1992 to 56.4% of total assets at December 31,
1996. During this period of substantial growth, the Company controlled its
operating expenses by taking advantage of economies of scale and by increasing
productivity through investments in technology. From 1992 to 1996, the
Company's total assets increased by 130.1% while operating expenses increased
by only 55.1%. As a result, its ratio of operating expenses to total assets
fell from 1.10% in 1992 to 0.74% in 1996.
The Company believes that demographic trends and shifts in attitudes toward
retirement savings will continue to support increased consumer demand for its
products. According to U.S. Census Bureau projections, the number of Americans
between the ages of 45 and 64 will grow from 55.7 million in 1996 to 71.1
million in 2005, making this "preretirement" age group the fastest growing
segment of the U.S. population. The Company believes that Americans
increasingly are supplementing traditional sources of retirement income, such
as employer-provided defined benefit plans and Social Security, with self-
directed investments. Reflecting this shift, industry sales of individual
variable annuity products grew from $17.3 billion in 1991 to $51.5 billion in
1995, a compound annual growth rate of 31.4%, according to VARDS. During the
same period, industry individual variable annuity assets grew from $176 billion
to $401 billion, a compound annual growth rate of 22.9%, according to VARDS.
The Company has three product segments: Variable Annuities, Fixed Annuities
and Life Insurance. The Variable Annuities segment, which accounted for $90.3
million (or 27.5%) of the Company's operating income before federal income tax
expense in 1996, consists of annuity contracts that provide the customer with
the opportunity to invest in mutual funds managed by independent investment
managers and the Company, with investment returns accumulating on a tax-
deferred basis. The Fixed Annuities segment, which accounted for $135.4 million
(or 41.2%) of the Company's operating income before federal income tax expense
in 1996, consists of annuity contracts that generate a return for the customer
at a specified interest rate, fixed for a prescribed period, with returns
accumulating on a tax-deferred basis. Such contracts consist of single premium
deferred annuities, flexible premium deferred annuities and single premium
immediate annuities. The Fixed Annuities segment also includes the fixed option
under the Company's variable annuity contracts, which accounted for 70.5% of
the Company's fixed annuity policy reserves as of December 31, 1996. For the
year ended December 31, 1996, the average crediting rate on contracts
(including the fixed option under the
4
<PAGE>
Company's variable annuity contracts) in the Fixed Annuities segment was 6.3%.
Substantially all of the Company's crediting rates on its fixed annuity
contracts are guaranteed for a period not exceeding one year. See "Business--
Product Segments--Fixed Annuities." The Life Insurance segment, which accounted
for $67.2 million (or 20.5%) of the Company's operating income before federal
income tax expense in 1996, consists of insurance products, including variable
life insurance, that provide a death benefit and may also allow the customer to
build cash value on a tax-deferred basis.
BUSINESS STRATEGIES
The Company's objective is to continue its record of profitable growth by
following the strategies set forth below:
Enhance the Company's Leading Position in the Market for Variable
Annuities. The Company believes that the variable annuity business is
attractive because it generates fee income and requires significantly less
capital support than fixed annuities and life insurance. The Company also
believes, based on the aging of the U.S. population and recent increases in
sales of retirement savings products, that variable annuities will continue to
experience high rates of industry sales growth and that the Company possesses
distinct competitive advantages that will allow it to continue to benefit from
this anticipated growth. Some of the Company's most important advantages
include its innovative product offerings and strong relationships with
independent, well-known fund managers. For example, the Company's The Best of
America IV and The Best of America--America's Vision individual variable
annuity contracts allow the customer to choose from 36 investment options,
including mutual funds managed by a variety of well-known fund managers and the
Company. In the aggregate, the Company's group variable annuity products offer
over 100 underlying investment options. The Company works closely with its
investment managers and product distributors to adapt the Company's products
and services to changes in the retail and institutional marketplace.
Capture a Growing Share of Sales in all Distribution Channels. The Company's
broad distribution system permits it to offer its products across a wide range
of markets and customers. The Company continually seeks to gain a larger share
of each of its distributor's sales by offering products that are attractive to
its distributors from both a financial perspective and in helping the
distributor build relationships with its customers. In addition to providing
new products to its distributors, the Company seeks to increase sales in each
of its existing distribution channels by cross-selling those products not
currently offered through such channel. The Company also seeks to add new
distributors to its existing channels and regularly evaluates possible new
distribution channels. While many of the Company's competitors employ a variety
of distribution channels, the Company believes that few of its competitors have
a developed distribution system that is as broad as the Company's and that this
distinguishing characteristic provides the Company with an important
competitive advantage.
Maintain a Diverse Product Portfolio. The Company offers a diverse mix of
variable annuity, fixed annuity, mutual fund and life insurance products. Based
on its experience, the Company believes that demand for, and financial results
of, certain of these products are sensitive to stock market and/or interest
rate environments, while some products are relatively insensitive to such
factors. The Company emphasizes the sale and development of variable annuities,
which tend to experience higher sales growth when interest rates are low, and
fixed annuities, which tend to experience higher sales growth when interest
rates are high. The Company also sells traditional life insurance products
which it believes provide it with a stable source of revenues throughout
changing market conditions. The Company's strategy is to rely on a variety of
products, each of which may perform differently in given stock market and
interest rate environments, so that the Company will be able to grow profitably
in a variety of such environments.
Emphasize Payroll Deductions and Tax-Qualified and Group Annuities. To
further enable it to grow profitably in a variety of stock market and interest
rate environments, the Company concentrates on the sale of
5
<PAGE>
annuities through payroll deductions and the sale of tax-qualified and group
annuities. Annuities sold through payroll deductions are somewhat insulated
from changes in market conditions because of the recurring nature of their
deposits. In 1996, 38.2% of the Company's total annuity statutory premiums and
deposits were attributable to payroll deductions. Group annuities and tax-
qualified annuities are also somewhat insulated from changes in market
conditions because they usually are provided through employers as a voluntary
retirement benefit with a limited number of competing investment options. In
addition, tax-qualified annuities subject the customer to a tax penalty for
early withdrawal. Tax-qualified annuities accounted for 70.3% and group
annuities accounted for 43.6% of the Company's total annuity statutory premiums
and deposits in 1996.
Build on the Company's Brand Strength. The Company believes that the brand
names it uses in connection with its products, such as Nationwide and The Best
of America, are well-known and have a strong reputation in the financial
services market. The Company intends to extend its brand names across markets,
applying The Best of America name across many of its wholesale and retail
distribution channels. The Company believes that, as the numbers of products
and competitors in its markets grow, consumers, distributors, retirement plan
sponsors and other decision makers in the market for long-term savings and
retirement products will continue to emphasize nationally known brand names.
See "Certain Relationships and Related Transactions--New Agreements with the
Nationwide Insurance Enterprise--Intercompany Agreement."
Continue Commitment to Technological Excellence. The Company has made and is
committed to continue making significant investments in information systems to
enable it to offer innovative products, to more effectively cross-sell products
across distribution channels and to offer high quality service. The information
systems that the Company has developed for its variable products are costly to
replicate. The Company believes that these systems provide it with a
significant competitive advantage and impose a barrier to entry for new
competitors.
PRINCIPAL STOCKHOLDER
Following the Equity Offerings, Nationwide Corp. will be the controlling
stockholder of the Company. Upon completion of the Equity Offerings, Nationwide
Corp. will own all of the outstanding shares of the Class B Common Stock,
representing 83.6% and 98.1% (81.6% and 97.8% if the Underwriters' over-
allotment option is exercised in full) of the total number of shares of Common
Stock outstanding and the combined voting power of the stockholders of the
Company, respectively. Nationwide Corp. is a subsidiary of Nationwide Mutual.
Nationwide Mutual and Nationwide Mutual Fire Insurance Company ("Nationwide
Mutual Fire") are mutual companies which are the controlling entities of the
Nationwide Insurance Enterprise. The Nationwide Insurance Enterprise is an
affiliated group of over 100 companies that offers a wide range of insurance
and investment products and services. Nationwide Mutual and Nationwide Mutual
Fire control the companies within the Nationwide Insurance Enterprise through a
variety of means, including security ownership, management contracts and common
directors. The Nationwide Insurance Enterprise had $68.7 billion in total
statutory assets as of December 31, 1996. See "Risk Factors--Control by and
Relationship with the Nationwide Insurance Enterprise; Conflicts of Interest,"
"Recent History" and "Certain Relationships and Related Transactions."
THE FIXED INCOME OFFERINGS
Shortly following the Equity Offerings, the Company expects to consummate the
public offering of $300 million aggregate principal amount of Senior Notes (the
"Note Offering"), and the NFS Trust expects to consummate the public offering
of Capital Securities with an aggregate liquidation amount of $100 million (the
"Capital Securities Offering," and together with the Note Offering, the "Fixed
Income Offerings"). The consummation of the Equity Offerings is not conditioned
on the completion of the Fixed Income Offerings, and there can be no assurance
that either one or both of the Fixed Income Offerings will be consummated. See
"Use of Proceeds," "Recent History" and "The Fixed Income Offerings." The Fixed
Income Offerings are being made pursuant to separate prospectuses.
----------------
The Company's executive offices are located at One Nationwide Plaza,
Columbus, Ohio 43215, and its telephone number is (614) 249-7111.
6
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THE EQUITY OFFERINGS
<TABLE>
<CAPTION>
<C> <S>
Class A Common Stock:
U.S. Offering........................... 16,432,000 shares
International Offering.................. 4,108,000 shares
Total............................. 20,540,000 shares
Class A Common Stock outstanding after
the Equity Offerings(1)................. 20,540,000 shares
Class B Common Stock outstanding after
the Equity Offerings.................... 104,745,000 shares
Common Stock outstanding after the
Equity Offerings(1)..................... 125,285,000 shares
Voting Rights............................ On all matters submitted to a vote of
stockholders, holders of Class A
Common Stock are entitled to one vote
per share and holders of Class B
Common Stock are entitled to ten
votes per share. See "Description of
Capital Stock."
Use of Proceeds.......................... Of the $426.6 million estimated net
proceeds from the Equity Offerings,
the Company will contribute
approximately $371.6 million to the
capital of Nationwide Life and retain
the balance for general corporate
purposes. The Company expects to
contribute all of the net proceeds
from the Fixed Income Offerings to
the capital of Nationwide Life. See
"Use of Proceeds" and "The Fixed
Income Offerings."
NYSE symbol.............................. NFS
Dividend policy.......................... The Company currently intends to pay
quarterly cash dividends of $0.06 per
share, subject to declaration by the
Company's Board of Directors. The
Company anticipates that the first
dividend will be declared at the end
of the second quarter and paid during
the third quarter of 1997. There can
be no assurances, however, that this
dividend or any dividends will be
paid by the Company. See "Dividend
Policy."
</TABLE>
- --------
(1) Does not include 2.6 million shares of Class A Common Stock reserved for
issuance under the Company's Long-Term Equity Compensation Plan. See
"Management--Long-Term Equity Compensation Plan."
RISK FACTORS
Potential purchasers of the shares of Class A Common Stock offered hereby
should carefully consider the risk factors set forth herein under "Risk
Factors" commencing on page 11, as well as other information contained in this
Prospectus.
7
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The following table sets forth certain summary consolidated financial data
for the Company. The consolidated income statement data set forth below for the
years ended December 31, 1992 through 1996 and the consolidated balance sheet
data as of December 31, 1992 through 1996 are derived from the consolidated
financial statements of the Company, which have been audited by KPMG Peat
Marwick LLP, independent certified public accountants. Segment and Other Data
appearing below are unaudited. The summary consolidated financial data set
forth below should be read in conjunction with the consolidated financial
statements of the Company and notes thereto and the other financial
information, including "Management's Discussion and Analysis of Financial
Condition and Results of Operations," included elsewhere herein.
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Total revenues.......... $ 2,016.6 $ 1,837.0 $ 1,634.1 $ 1,639.3 $ 1,405.6
Total benefits and
expenses............... 1,688.5 1,555.8 1,393.7 1,363.5 1,289.2
--------- --------- --------- --------- ---------
Income from continuing
operations before
federal income tax
expense and cumulative
effect of accounting
changes................ 328.1 281.2 240.4 275.8 116.4
Federal income tax
expense................ 115.8 96.3 82.5 96.7 32.1
--------- --------- --------- --------- ---------
Income from continuing
operations before
cumulative effect of
accounting changes..... 212.3 184.9 157.9 179.1 84.3
Income from discontinued
operations, net of
federal income tax
expense................ 11.3 24.7 20.5 28.6 2.1
--------- --------- --------- --------- ---------
Income before cumulative
effect of accounting
changes................ 223.6 209.6 178.4 207.7 86.4
Cumulative effect of
accounting changes, net
of federal income tax
benefit................ -- -- -- (0.1) --
--------- --------- --------- --------- ---------
Net income.............. $ 223.6 $ 209.6 $ 178.4 $ 207.6 $ 86.4
========= ========= ========= ========= =========
CONSOLIDATED BALANCE
SHEET DATA:
General account assets.. $20,843.5 $19,915.0 $17,156.2 $15,697.5 $14,674.8
Separate account
assets................. 26,926.7 18,591.1 12,087.1 9,006.4 6,081.4
Total assets............ 47,770.2 38,506.1 29,243.3 24,703.9 20,756.2
Long-term debt.......... -- -- -- -- --
Total liabilities....... 45,638.5 35,889.4 27,382.7 23,094.3 19,358.6
Shareholder's
equity(1).............. 2,131.7 2,616.7 1,860.6 1,609.6 1,397.6
SEGMENT AND OTHER DATA:
Operating income (loss)
before federal income
tax expense by
segment(2):
Variable Annuities..... $ 90.3 $ 50.8 $ 24.6 $ 10.4 $ 13.1
Fixed Annuities........ 135.4 137.0 139.0 105.9 95.3
Life Insurance......... 67.2 67.6 53.0 49.7 46.1
Corporate and
Other(1)(3)........... 35.4 27.5 40.3 3.6 (18.7)
Policy reserves by
segment:
Variable Annuities(4).. 24,278.1 16,761.8 10,751.1 7,854.8 5,028.2
Fixed Annuities(4)..... 13,511.8 12,784.0 11,247.0 10,154.1 9,659.8
Life Insurance......... 2,938.9 2,660.5 2,425.2 2,255.0 2,084.8
Corporate and
Other(3).............. 3,302.5 2,644.3 2,252.7 2,103.9 1,823.0
Statutory premiums,
deposits and other
considerations by
product segment(5):
Variable Annuities(6).. 6,500.3 4,399.3 3,821.1 2,414.2 1,561.8
Fixed Annuities(6)..... 1,600.5 1,864.2 1,308.6 1,300.9 1,637.8
Life Insurance......... 439.3 352.4 320.8 279.4 264.7
Corporate and
Other(3).............. 502.6 182.1 148.5 205.3 91.7
Net operating
income(2).............. 211.3 184.8 168.2 109.7 97.0
</TABLE>
8
<PAGE>
- --------
(1) The Company has received cash capital contributions and declared cash
dividends over the periods presented as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------------------
1996 1995 1994 1993 1992
------ ----- ------ ------ -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Cash capital contributions... $ -- $ -- $200.0 $100.0 $13.5
Cash dividends............... (52.0) (8.5) (1.0) (10.6) (4.6)
------ ----- ------ ------ -----
Net contributions............ $(52.0) $(8.5) $199.0 $ 89.4 $ 8.9
====== ===== ====== ====== =====
</TABLE>
The cash capital contributions and cash dividends and the related increases
and decreases to net investment income are recorded in the Corporate and
Other segment. The cash capital contributions and cash dividends had a
direct impact on the Company's shareholder's equity and the operating income
(loss) before federal income tax expense of the Corporate and Other segment.
(2) Excludes realized gains/(losses) on investments (net of related federal
income tax where applicable), discontinued operations and cumulative effect
of accounting changes.
(3) The Corporate and Other segment includes net investment income on
investments not allocated to the three product segments; all realized
investment gains and losses; investment management fees, other revenues and
operating expenses of Nationwide mutual funds other than the portion
allocated to the Variable Annuities and Life Insurance segments;
commissions and other income earned by the marketing and distribution
subsidiaries of the Company; and revenues, benefits and expenses associated
with group annuity contracts issued to Nationwide Insurance Enterprise
employee and agent benefit plans.
(4) Policy reserves related to the fixed option under the Company's variable
annuity contracts are included in Fixed Annuities. As of December 31, 1996,
1995 and 1994, such amounts were $9.52 billion, $8.83 billion and $7.27
billion, respectively.
(5) Statutory data have been derived from the Annual and Quarterly Statements
of Nationwide Life, as filed with insurance regulatory authorities and
prepared in accordance with statutory accounting practices.
(6) Statutory premiums, deposits and other considerations related to the fixed
option under the Company's variable annuity contracts are included in Fixed
Annuities. For years ended December 31, 1996, 1995 and 1994, such amounts
were $1.24 billion, $1.57 billion and $1.05 billion, respectively.
9
<PAGE>
SUMMARY PRO FORMA CONSOLIDATED FINANCIAL DATA
The summary pro forma consolidated financial data for the Company set forth
below give effect to the Special Dividend (as defined herein), the Equity
Offerings and the Fixed Income Offerings as if they had been consummated at the
beginning of the period indicated or, in the case of the balance sheet data, as
of the date indicated. The summary pro forma consolidated financial data do not
purport to reflect what the Company's financial position or results of
operations would actually have been if the Special Dividend, the Equity
Offerings and the Fixed Income Offerings had in fact occurred on such date nor
should they be taken as indicative of the future results of operations of the
Company. The summary pro forma consolidated financial data should be read in
conjunction with the consolidated financial statements of the Company and the
notes thereto and the other financial information pertaining to the Company
included elsewhere herein. See "Recent History," "Pro Forma Consolidated
Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR
ENDED
DECEMBER 31, 1996
----------------------
ACTUAL PRO FORMA(1)
--------- ------------
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
CONSOLIDATED INCOME STATEMENT DATA:
Income from continuing operations.............. $ 212.3 $ 150.4
Income from continuing operations per common
share(2)...................................... 2.03 1.20
CONSOLIDATED BALANCE SHEET DATA:
General account assets......................... $20,843.5 $20,820.1
Separate account assets........................ 26,926.7 26,926.7
Total assets................................... 47,770.2 47,746.8
Long-term debt................................. -- 300.0
Capital Securities(3).......................... -- 100.0
Shareholders' equity........................... 2,131.7 1,708.3
Debt/capital ratio(4).......................... -- 15.5%
Debt and Capital Securities/capital ratio(4)... -- 20.7%
Book value per common share(2)................. $ 20.35 $ 13.64
Adjusted book value per common share(2)(4)..... 18.69 12.25
</TABLE>
- --------
(1) Pro forma to give effect to (i) the Equity Offerings (assuming net proceeds
of $426.6 million from the issuance of 20,540,000 shares of Class A Common
Stock), (ii) the Special Dividend totalling $850.0 million which will have
been paid by the Company prior to the completion of the Equity Offerings
and (iii) the Fixed Income Offerings (assuming net proceeds of $394.9
million). Results reflect the reduction of $64.5 million of pre-tax net
investment income for the year ended December 31, 1996, as a result of the
decrease in invested assets of the Company from the Special Dividend
totalling $850.0 million. If this reduction were partially offset by net
investment income on the proceeds from the Equity Offerings and the Fixed
Income Offerings at an assumed reinvestment rate of 7.5%, the net
adjustment would be a reduction of $2.9 million. The $300 million aggregate
principal amount of Senior Notes is assumed to bear interest at a rate of
7.5% per annum for the periods indicated. The $100 million aggregate
liquidation amount of the Capital Securities is assumed to bear a
distribution rate of 8.0% per annum for the periods indicated. There can be
no assurance that these will be the actual rates borne by such instruments.
An increase of 1.0% per annum on the assumed interest rate on the Senior
Notes and on the assumed distribution rate on the Capital Securities would
result in an increase of $4.0 million to interest expense for the year
ended December 31, 1996. Interest expense includes amortization of deferred
issuance costs.
(2) Actual is based on 104,745,000 shares outstanding. Pro forma is based on
125,285,000 shares outstanding.
(3) The Capital Securities will be reflected separately in the Company's
consolidated financial statements as "Company-obligated mandatorily
redeemable capital securities of the Nationwide Financial Services Capital
Trust, holding solely junior subordinated debentures of Nationwide
Financial Services, Inc." with a footnote indicating that all of the Common
Securities of the NFS Trust, which are the only voting securities of the
NFS Trust, are owned by the Company, that the sole assets of the NFS Trust
are the junior subordinated debentures (indicating the principal amount,
interest rate and maturity date thereof) and that the NFS Trust's
obligations with respect to the Capital Securities, through the Guarantee,
the Junior Subordinated Debentures, the Indenture and the Declaration,
taken together, are fully and unconditionally guaranteed by the Company.
(4) Adjusted to exclude net unrealized gains and losses recorded in
shareholders' equity in accordance with Statement of Financial Accounting
Standards No. 115 ("SFAS 115").
10
<PAGE>
RISK FACTORS
Prospective purchasers of the shares of Class A Common Stock offered hereby
should consider carefully the risk factors set forth below, as well as the
other information set forth in this Prospectus.
CONTROL BY AND RELATIONSHIP WITH THE NATIONWIDE INSURANCE ENTERPRISE;
CONFLICTS OF INTEREST
Control by Nationwide Corp.
The Company has two classes of common stock with different voting rights
that enable Nationwide Corp. (the holder of all of the outstanding Class B
Common Stock) to control the Company. On all matters submitted to a
stockholder vote, each share of Class A Common Stock is entitled to one vote
per share and each share of Class B Common Stock is entitled to ten votes per
share. Both classes vote together as a single class on all matters, subject to
certain exceptions described under "Description of Capital Stock." Upon any
transfer of shares of Class B Common Stock to a person other than a member of
the Nationwide Insurance Enterprise, such shares will convert automatically
into shares of Class A Common Stock. See "Description of Capital Stock."
Upon completion of the Equity Offerings, Nationwide Corp. will own all of
the outstanding shares of Class B Common Stock representing 83.6% and 98.1%
(81.6% and 97.8% if the Underwriters' over-allotment option is exercised in
full) of the total number of shares of Common Stock outstanding and the
combined voting power of the stockholders of the Company, respectively. For so
long as Nationwide Corp. and its affiliates (excluding the Company and its
subsidiaries) continue beneficially to own shares of Common Stock representing
more than 50% of the combined voting power of the stockholders of the Company,
Nationwide Corp. will control the Company, will be able to elect all of the
Company's directors and will be able to determine the outcome of corporate
actions requiring stockholder approval, including, among other things, the
adoption of amendments of the Certificate of Incorporation of the Company (the
"Certificate"), the approval of mergers and sales of all or substantially all
of the Company's assets, the incurrence of indebtedness in excess of specified
amounts, the issuance of additional Common Stock or other equity securities
and, with certain specified exceptions, the payment of dividends with respect
to the Common Stock. Pursuant to an intercompany agreement (the "Intercompany
Agreement") among Nationwide Mutual, Nationwide Corp. and the Company, until
such time as Nationwide Corp. and its affiliates no longer own at least 50% of
the combined voting power of the outstanding voting stock of the Company, the
prior written consent of Nationwide Mutual is required in connection with
these and other corporate actions. See "Certain Relationships and Related
Transactions--New Agreements with the Nationwide Insurance Enterprise--
Intercompany Agreement."
Use of Nationwide Insurance Enterprise Insurance Agents
Nationwide Mutual has informed the Company that it currently intends that
the Company will be its principal affiliate in the U.S. offering variable
annuity, fixed annuity and individual universal, variable and traditional life
insurance products. In the Intercompany Agreement, Nationwide Mutual has
agreed that the Company has the exclusive right, subject to certain limited
exceptions, to distribute such products through Nationwide Insurance
Enterprise insurance agents for at least five years following the Equity
Offerings. Thereafter, the Intercompany Agreement provides that Nationwide
Mutual will have the option to terminate such right on one year's notice if
Nationwide Corp. and its affiliates no longer own at least 50% of the combined
voting power of the outstanding voting stock of the Company. The termination
of such right could have an adverse effect on the Company's ability to
distribute certain of its life insurance products. In 1996, 5.8% of the
Company's statutory premiums and deposits were attributable to products sold
by Nationwide Insurance Enterprise insurance agents. See "Certain
Relationships and Related Transactions--New Agreements with the Nationwide
Insurance Enterprise--Intercompany Agreement--Nationwide Insurance Enterprise
Insurance Agents."
Deconsolidation and Control of Tax Matters
Beneficial ownership of at least 80% of the combined voting power and value
of the outstanding capital stock of the Company is required in order for
Nationwide Mutual to continue to include the Company in its
11
<PAGE>
consolidated group for federal income tax purposes. Either a sale by
Nationwide Corp. of some of its shares of Class B Common Stock to persons
other than its affiliates or the Company's issuance of additional shares of
voting stock to persons other than Nationwide Corp. or its affiliates (except
the Company and its subsidiaries) could cause Nationwide Corp.'s ownership of
the combined voting power and value of the outstanding capital stock of the
Company to fall below 80%, resulting in the loss of the ability of the Company
and its domestic subsidiaries to join with Nationwide Mutual and its domestic
subsidiaries in the filing of a consolidated federal income tax return. Under
applicable law, each member of Nationwide Mutual's consolidated tax group,
which includes the Company and its subsidiaries, is jointly and severally
liable for the federal income tax liability of each other member of the group
and is also jointly and severally liable for pension and benefit funding and
termination liabilities of other group members, and certain benefit plan
taxes. If the Company were no longer included in Nationwide Mutual's
consolidated tax group for federal tax purposes, there is no assurance that
the Company's tax position would be as favorable as it is at present.
Additionally, deconsolidation would result in the payment by the Company of
approximately $54.0 million of deferred income taxes. The Company has recorded
this amount as a deferred tax liability and therefore the payment would have
no impact on net income or shareholders' equity. However, the payment would
result in a $54.0 million decrease in Nationwide Life's statutory surplus. See
"Certain Relationships and Related Transactions--New Agreements with the
Nationwide Insurance Enterprise--Tax Sharing Agreement."
By virtue of its control of the Company and the terms of a tax sharing
agreement (the "Tax Sharing Agreement") among Nationwide Mutual and, among
others, the Company, Nationwide Mutual effectively will control all of the
Company's tax decisions. Under the Tax Sharing Agreement, Nationwide Mutual
will have sole authority to respond to and conduct all tax proceedings
(including tax audits) relating to the Company, to file all returns on behalf
of the Company and to determine the amount of the Company's liability to (or
entitlement to payment from) Nationwide Corp. under the Tax Sharing Agreement.
This arrangement may result in conflicts of interest between the Company and
Nationwide Mutual. For example, under the Tax Sharing Agreement, Nationwide
Mutual may choose to contest, compromise or settle any adjustment or
deficiency proposed by the relevant tax authority in a manner that may be
beneficial to Nationwide Mutual and detrimental to the Company. Under the Tax
Sharing Agreement, however, Nationwide Mutual is obligated to act in good
faith with regard to all persons included in the applicable returns. See
"Certain Relationships and Related Transactions--New Agreements with the
Nationwide Insurance Enterprise--Tax Sharing Agreement."
Use of "Nationwide" Name and Certain Other Service Marks
Pursuant to the Intercompany Agreement, among other things, Nationwide
Mutual has granted to the Company and certain of its subsidiaries a non-
exclusive, non-assignable, revocable license to use the "Nationwide" name and
certain other service marks solely in connection with the Company's annuity,
pension and life insurance businesses and activities related to such
businesses. The Intercompany Agreement provides that, subject to Nationwide
Mutual's right to revoke such license under certain circumstances, such
license will remain in effect for at least five years following the Equity
Offerings. Thereafter, the Intercompany Agreement provides that, subject to
certain exceptions, Nationwide Mutual will have the option to revoke such
license on one year's notice if Nationwide Corp. and its affiliates no longer
own at least 50% of the combined voting power of the outstanding voting stock
of the Company. Upon the revocation of such license, the Company and any of
its subsidiaries shall change their names to exclude the word "Nationwide" and
shall discontinue the use of the other licensed service marks. The revocation
of such license could have a material adverse effect on the Company's ability
to conduct its business. See "Certain Relationships and Related Transactions--
New Agreements with the Nationwide Insurance Enterprise--Intercompany
Agreement--License to Use Nationwide Name and Service Marks." Nationwide Life
owns "The Best of America" service mark and does not license such mark from
Nationwide Mutual.
Common Directors and Officers
The Company's Board of Directors currently consists of nine members, seven
of whom serve concurrently on the boards of directors of other companies
within the Nationwide Insurance Enterprise. In addition, a
12
<PAGE>
significant number of officers of the Company also serve as officers of
Nationwide Mutual or other companies within the Nationwide Insurance
Enterprise. Service as a director or officer of both the Company and another
company (other than a subsidiary of the Company) within the Nationwide
Insurance Enterprise could create or appear to create potential conflicts of
interest when the director or officer is faced with decisions that could have
different implications for the Company and such other company. A conflict of
interest could also exist with respect to allocation of the time and attention
of persons who are officers of both the Company and one or more other
companies within the Nationwide Insurance Enterprise. Under Delaware law,
directors and officers have a fiduciary duty to act in good faith and in what
they believe to be in the best interests of the corporation and its
stockholders. Such duties include the duty to refrain from impermissible self-
dealing and to deal fairly with respect to transactions in which such
directors or officers, or other companies with which they are affiliated, have
an interest. See "--Allocation of Corporate Opportunities."
Intercompany Transactions
The Company has engaged in various transactions, and is party to various
arrangements, with members of the Nationwide Insurance Enterprise, certain of
which will continue after the consummation of the Equity Offerings. In the
future, the Company may enter into agreements with members of the Nationwide
Insurance Enterprise that will not be the result of arm's-length negotiations
between independent parties. Conflicts of interest could arise with respect to
transactions involving members of the Nationwide Insurance Enterprise, on the
one hand, and the Company, on the other hand. Any such transactions that are
material to the Company will be subject to approval by a vote of disinterested
members of the Company's Board of Directors. In addition, under Ohio insurance
holding company laws, arrangements and agreements between the Company's
insurance subsidiaries and other members of the Nationwide Insurance
Enterprise must be fair and equitable and may be subject to the approval of
the Superintendent of Insurance of the State of Ohio. Finally, the Company's
credit facility requires that any transaction between the Company and any of
its affiliates be on an arm's-length basis on terms at least as favorable to
the Company as could have been obtained from a third party which is not an
affiliate. See "Business--Regulation," "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources" and "Certain Relationships and Related Transactions."
Allocation of Corporate Opportunities
Nationwide Mutual has informed the Company that it currently intends that
the Company will be its principal affiliate in the U.S. offering variable
annuity, fixed annuity and individual universal, variable and traditional life
insurance products. However, conflicts may exist between the Company and other
members of the Nationwide Insurance Enterprise with respect to the allocation
of corporate opportunities among the Company and such other members. The
Certificate provides that members of the Nationwide Insurance Enterprise have
no duty to refrain from engaging in the same or similar lines of business as
the Company. The Certificate further provides that in the event a member of
the Nationwide Insurance Enterprise or a director or officer of the Company
who is also a director or officer of another member of the Nationwide
Insurance Enterprise acquires knowledge of a potential transaction or other
matter that may constitute a corporate opportunity of either or both the
Company and another member of the Nationwide Insurance Enterprise, such member
of the Nationwide Insurance Enterprise, officer or director may allocate such
opportunity among the Company and the other members of the Nationwide
Insurance Enterprise as such member, officer or director deems appropriate
under the circumstances. The Certificate specifies that none of the foregoing
members, officers or directors will be liable to the Company or any
stockholders of the Company for breach of any fiduciary duty by reason of such
action. These provisions may limit the liability of such persons under
Delaware law. See "Description of Capital Stock--Certain Certificate and Bylaw
Provisions--Certain Provisions Relating to Corporate Opportunities."
INTEREST RATE RISK
The Company's Fixed Annuities segment is subject to several inherent risks
arising from movements in interest rates. Interest rate changes can cause
compression of the Company's net spread between interest earned on investments
and interest credited on customer deposits, thereby adversely affecting the
Company's results.
13
<PAGE>
Interest rate changes can also produce an unanticipated increase in surrenders
and withdrawals of the Company's fixed annuity products which may force the
Company to sell investment assets at a loss in order to fund such surrenders
and withdrawals.
The Company will experience spread compression when it is unable or chooses
not to maintain the same margin between its investment earnings and its
crediting rates. When interest rates rise, the Company may not be able to
replace the assets in its investment portfolio with higher-yielding assets
that will be necessary to fund the higher crediting rates necessary to keep
the products in its Fixed Annuities segment competitive. As a result, the
Company may experience either a decrease in sales and an increase in
surrenders and withdrawals (as described below) if it chooses to maintain its
spread by not raising its crediting rates, or spread compression if it does
increase its crediting rates. Conversely, when interest rates fall, the
Company would have to reinvest the cash received from its investments (i.e.,
interest and payments of principal upon maturity or redemption) in the lower-
yielding instruments then available. If the Company were unable (i.e., due to
guaranteed minimum or fixed crediting rates or limitations on the frequency of
crediting rate resets) or chose not to reduce the crediting rate on the
products in its Fixed Annuities segment or acquire relatively higher-risk
securities yielding higher rates of return, spread compression would occur.
If, as a result of interest rate increases, the Company were unable or chose
not to raise its crediting rates to keep them competitive, the Company may
experience an increase in surrenders and withdrawals. If the Company lacked
sufficient liquidity, the Company might have to sell investment securities to
fund associated surrender and withdrawal payments. Because the value of such
securities would likely have decreased in response to the increase in interest
rates, the Company would realize a loss on the sales. Although certain of the
Company's products contain market value adjustment features which approximate
and transfer such loss to the customer if the selected time horizon for the
fixed return investment is terminated prior to maturity, there can be no
assurance that the Company would be fully insulated from realizing any losses
on sales of its securities. In addition, regardless of whether the Company
realizes an investment loss, the surrenders would produce a decrease in
invested assets, with an adverse effect on future earnings therefrom. Finally,
premature surrenders may also cause the Company to accelerate amortization of
deferred policy acquisition costs and value of insurance in force which would
otherwise be amortized over a longer period, but the impact of such
acceleration generally would be offset to some extent by surrender charge
fees.
INVESTMENT PORTFOLIO EXPOSURE
The Company's general account investment portfolio consists primarily of
investment grade fixed maturity securities. The fair value of these and the
Company's other general account invested assets fluctuates depending upon
general economic and market conditions and the interest rate environment. In
general, the market value of the Company's general account fixed maturity
securities portfolio increases or decreases in inverse relationship with
fluctuations in interest rates, and the rate of change of the Company's net
investment income increases or decreases in direct relationship with interest
rate changes.
Mortgage backed securities ("MBSs"), including collateralized mortgage
obligations ("CMOs"), are subject to prepayment risks that vary with, among
other things, interest rates. Such securities accounted for approximately 30%
of the carrying value of the Company's general account fixed maturity
securities as of December 31, 1996. During periods of declining interest
rates, MBSs generally prepay faster as the underlying mortgages are prepaid
and refinanced by the borrowers in order to take advantage of the lower rates.
MBSs that have an amortized cost that is greater than par (i.e., purchased at
a premium) may incur a reduction in yield or a loss as a result of such
prepayments. In addition, during such periods, the Company will generally be
unable to reinvest the proceeds of any such prepayment at comparable yields.
Conversely, during periods of rising interest rates, prepayments generally
slow. MBSs that have an amortized value that is less than par (i.e., purchased
at a discount) may incur a decrease in yield or a loss as a result of slower
prepayments.
The Company attempts to mitigate the negative impact of interest rate
changes through asset/liability management, including investing in non-
callable bonds where practical and purchasing private placement bonds and
entering into mortgage loan contracts which provide prepayment protection.
There can be no assurance,
14
<PAGE>
however, that management will be able to manage successfully the negative
impact of interest rate changes. See "Business--Investments." Additionally,
the Company may, from time to time, for business, regulatory or other reasons,
elect or be required to sell certain of its general account invested assets at
a time when their fair values are less than their original cost, resulting in
realized capital losses, which would reduce net income.
HOLDING COMPANY STRUCTURE; RESTRICTIONS ON DIVIDENDS
As an insurance holding company, the Company's ability to meet debt service
obligations and pay operating expenses and dividends depends primarily on the
receipt of sufficient funds from its principal operating subsidiary,
Nationwide Life. The inability of Nationwide Life to pay dividends to the
Company in an amount sufficient to meet debt service obligations and pay
operating expenses and dividends would have a material adverse effect on the
Company. The payment of dividends by Nationwide Life is subject to
restrictions set forth in the insurance laws and regulations of Ohio, its
domiciliary state. The Ohio insurance laws require Ohio-domiciled life
insurance companies to seek prior regulatory approval to pay a dividend or
distribution of cash or other property if the fair market value thereof,
together with that of other dividends or distributions made in the preceding
12 months, exceeds the greater of (i) 10% of policyholders' surplus as of the
prior December 31 or (ii) the net income of the insurer for the 12-month
period ending as of the prior December 31. The Ohio insurance laws also
require insurers to seek prior regulatory approval for any dividend paid from
other than earned surplus. As a result of the Special Dividend and the
dividend by Nationwide Life of the stock of certain subsidiaries that do not
operate in the long-term savings and retirement market (see "Recent History"),
any dividend paid by Nationwide Life during the 12-month period immediately
following the Special Dividend would be an extraordinary dividend under Ohio
insurance laws. Accordingly, no such dividend could be paid without prior
regulatory approval. The payment of dividends by Nationwide Life may also be
subject to restrictions set forth in the insurance laws of New York that limit
the amount of statutory profits on Nationwide Life's participating policies
(measured before dividends to policyholders) that can inure to the benefit of
the Company and its stockholders. The Company currently does not expect such
regulatory requirements to impair its ability to pay operating expenses and
stockholder dividends in the future. The Company can give no assurance,
however, that any dividends will be declared or paid by Nationwide Life. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "Business--Regulation--
Regulation of Dividends and Other Payments from Insurance Subsidiaries."
REGULATION
The Company's insurance subsidiaries are subject to extensive regulation and
supervision in the jurisdictions in which they do business. Such regulations,
in addition to limiting the amount of dividends and other payments that can be
paid by the Company's insurance subsidiaries without prior approval, impose
restrictions on the amount and type of investments the Company's insurance
subsidiaries may hold. These regulations also affect many other aspects of the
Company's insurance subsidiaries' businesses, including risk-based capital
requirements, the type and amount of required asset valuation reserve accounts
and policy forms. These regulations are primarily intended to protect
policyholders rather than stockholders. The Company cannot predict the effect
that any proposed or future legislation may have on the financial condition or
results of operations of the Company and its insurance subsidiaries. See
"Business--Regulation."
DILUTION
Based on an assumed initial public offering price of $22.00 per share of
Class A Common Stock (and assuming the Underwriters' over-allotment option has
not been exercised), the Company's net tangible book value per share of Common
Stock as of December 31, 1996, after giving effect to the Special Dividend and
the Equity Offerings, would be $2.73 per share. Accordingly, purchasers of
Class A Common Stock offered hereby would suffer immediate and substantial
dilution in net tangible book value of $19.27 per share. See "Dilution."
COMPETITION
The Company competes with a large number of other insurers as well as non-
insurance financial services companies, such as banks, broker/dealers and
mutual funds, some of which have greater financial resources, offer
alternative products and, with respect to other insurers, have higher ratings
than the Company. The Company believes that competition in the Company's lines
of business is based on price, product features, commission
15
<PAGE>
structure, perceived financial strength, claims-paying ratings, service and
name recognition. National banks, with their preexisting customer bases for
financial services products, may pose increasing competition in the future to
insurers who sell annuities, including the Company, as a result of the U.S.
Supreme Court's 1994 decision in NationsBank of North Carolina v. Variable
Annuity Life Insurance Company, which permits national banks to sell annuity
products of life insurance companies in certain circumstances.
Several proposals to repeal or modify the Glass-Steagall Act of 1933, as
amended, and the Bank Holding Company Act of 1956, as amended, have been made
by members of Congress and the Clinton Administration. Currently, the Bank
Holding Company Act restricts banks from being affiliated with insurance
companies. None of these proposals has yet been enacted, and it is not
possible to predict whether any of these proposals will be enacted, or, if
enacted, their potential effect on the Company. See "Business--Competition."
RATINGS
Ratings have become an increasingly important factor in establishing the
competitive position of insurance companies. Ratings are important to
maintaining public confidence in the Company and its ability to market its
annuity and life insurance products. Rating organizations continually review
the financial performance and condition of insurers, including the Company.
Any lowering of the Company's ratings could have a material adverse effect on
the Company's ability to market its products and could increase the surrender
of the Company's annuity products. Both of these consequences could, depending
upon the extent thereof, have a material adverse effect on the Company's
liquidity and, under certain circumstances, net income. Nationwide Life is
rated "A+" (Superior) by A.M. Best, "Aa2" (Excellent) by Moody's Investors
Services, Inc. ("Moody's") and "AA+" (Excellent) by Standard & Poor's
Corporation ("S&P"). Moody's recently confirmed and S&P recently affirmed
Nationwide Life's rating with a negative outlook. Such ratings reflect the
rating agency's opinion of Nationwide Life's financial strength, operating
performance and ability to meet its obligations to policyholders and are not
evaluations directed toward the protection of investors. Such factors are of
concern to policyholders, agents and intermediaries. Such ratings should not
be relied upon when making a decision to invest in the Class A Common Stock.
See "Business--Ratings."
SALES PRACTICE LITIGATION
In recent years, life insurance companies, including the Company, have been
named as defendants in lawsuits relating to life insurance pricing and sales
practices. There can be no assurance that any future litigation relating to
pricing and sales practices will not have a material adverse effect on the
Company. See "Business--Legal Proceedings."
FEDERAL INCOME TAX LEGISLATION
Current federal income tax laws generally permit the tax-deferred
accumulation of earnings on the premiums paid by the holders of annuities and
life insurance products. Taxes, if any, are payable on the accumulated tax-
deferred earnings when such earnings are actually paid. Congress has, from
time to time, considered possible legislation that would eliminate the
deferral of taxation on the accretion of value within certain annuities and
life insurance products. The 1994 United States Supreme Court ruling in
NationsBank of North Carolina v. Variable Annuity Life Insurance Company that
annuities are not insurance for purposes of the National Bank Act may cause
Congress to consider legislation that would eliminate such tax deferral at
least for certain annuities. Other possible legislation, including a
simplified "flat tax" income tax structure with an exemption from taxation for
investment income, could also adversely affect purchases of annuities and life
insurance if such legislation were to be enacted. There can be no assurance as
to whether legislation will be enacted which would contain provisions with
possible adverse effects on the Company's annuity and life insurance products.
See "Business--Regulation--Potential Tax Legislation."
CERTAIN ANTI-TAKEOVER PROVISIONS
The Certificate and Bylaws of the Company (the "Bylaws") contain certain
provisions that could impede any merger, consolidation, takeover or other
business combination involving the Company or discourage a
16
<PAGE>
potential acquiror from making a tender offer or otherwise attempting to
obtain control of the Company. Provisions contained in the Certificate, among
other things, (i) divide the Board of Directors of the Company into three
classes, which will serve for staggered three-year terms, (ii) provide that a
director of the Company may be removed only for cause and only by the
affirmative vote of holders of outstanding securities of the Company which
represent a majority of the voting power of all outstanding shares of capital
stock of the Company eligible to vote on such matters, (iii) provide that only
the Board of Directors of the Company, the Chairman of the Board of Directors,
the Chairman and Chief Executive Officer--Nationwide Insurance Enterprise or
the President and Chief Operating Officer of the Company may call special
meetings of the stockholders, (iv) eliminate the ability of the stockholders
to take any action without a meeting and (v) provide that the stockholders may
amend or repeal any of the foregoing provisions of the Certificate and certain
provisions of the Bylaws only by a vote of holders of outstanding securities
of the Company which represent two-thirds of the combined voting power of the
outstanding capital stock of the Company eligible to vote on such matters. In
addition, the Bylaws establish certain advance notice procedures for
nomination of candidates for election as directors and for stockholders'
proposals to be considered at stockholders' meetings. Nationwide Corp., as
owner of approximately 98.1% of the combined voting power of all classes of
capital stock of the Company, could sell or otherwise dispose of a substantial
portion of its Common Stock holdings and still be able to block any merger,
consolidation, takeover or other business combination. In addition, the
Company is subject to the provisions of Section 203 ("Section 203") of the
General Corporation Law of the State of Delaware (the "DGCL"). See
"Description of Capital Stock."
SHARES ELIGIBLE FOR FUTURE SALE
All of the shares of Class A Common Stock outstanding as a result of the
Equity Offerings will be freely tradeable without restriction or further
registration under the Securities Act by persons other than affiliates of the
Company. The shares of Class B Common Stock held by Nationwide Corp. are
deemed "restricted securities" as defined in Rule 144 under the Securities Act
and may not be resold in the absence of registration under the Securities Act
or pursuant to an exemption from such registration, including the exemptions
contained in Rule 144 under the Securities Act. Nationwide Corp. has advised
the Company that it currently intends to maintain a direct or indirect
ownership of at least 80% of the combined voting power of the outstanding
shares of capital stock of the Company. Nationwide Corp., however, does not
have any agreement with the Company not to sell the Common Stock it holds. The
Company has agreed that it will, upon the request of Nationwide Corp., use its
best efforts to effect the registration under applicable federal and state
securities laws of any shares of Common Stock held by Nationwide Corp. and its
affiliates. See "Certain Relationships and Related Transactions--New
Agreements with Nationwide Insurance Enterprise--Intercompany Agreement--
Registration Rights." There can be no assurance that holders of such
"restricted securities" will not seek to sell their shares of Common Stock
following the Equity Offerings. Sales of substantial amounts of Common Stock,
or the perception that such sales could occur, could adversely affect
prevailing market prices for the Class A Common Stock. Notwithstanding the
foregoing, Nationwide Corp. and the Company have agreed that, without the
prior written consent of Credit Suisse First Boston Corporation, they will not
offer, sell, contract to sell or otherwise dispose of, directly or indirectly,
or file with the Commission a registration statement under the Securities Act
relating to any additional shares of Class A Common Stock, or securities
convertible into or exchangeable or exercisable for shares of Class A Common
Stock, for a period of 180 days after the date of this Prospectus, except for
shares of Class A Common Stock being reserved for sale at the initial public
offering price to the employees, directors and agents of the Company and the
Nationwide Insurance Enterprise as described in this Prospectus. See
"Underwriting" and "Shares Eligible for Future Sale."
NO PRIOR MARKET FOR COMMON STOCK
Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock and there can be no assurance that an active trading market
will develop and continue upon completion of the Equity Offerings or that the
market price for the Class A Common Stock will not decline below the initial
public offering price. The initial public offering price will be determined
through negotiations between the Company and Credit Suisse First Boston
Corporation, on behalf of the U.S. Underwriters and the Managers, and may not
be indicative of the market price for the Class A Common Stock following the
Equity Offerings. See "Underwriting."
17
<PAGE>
USE OF PROCEEDS
Based upon an assumed initial public offering price of $22.00 per share, the
net proceeds to the Company from the sale of the Class A Common Stock in the
Equity Offerings (after deduction of underwriting discounts and commissions
and estimated offering expenses payable by the Company in connection
therewith) are estimated to be $426.6 million ($490.8 million if the
Underwriters' over-allotment option is exercised in full). The net proceeds to
the Company from the Fixed Income Offerings (after deduction of underwriting
discounts and commissions or, with respect to the Capital Securities Offering,
similar amounts, and estimated offering expenses payable by the Company in
connection therewith) are estimated to be $394.9 million. Of the net proceeds
from the Equity Offerings, the Company expects to contribute approximately
$371.6 million to the capital of Nationwide Life. The Company will retain the
balance of such net proceeds for general corporate purposes, which amount will
be invested in short-term interest-bearing securities. The Company expects to
contribute all of the net proceeds from the Fixed Income Offerings to the
capital of Nationwide Life.
RECENT HISTORY
The Company was formed in November 1996 as a holding company for Nationwide
Life and the other companies within the Nationwide Insurance Enterprise that
offer or distribute long-term savings and retirement products. On January 27,
1997, Nationwide Corp. contributed to the Company all of the outstanding
common stock of Nationwide Life and the other companies within the Nationwide
Insurance Enterprise that offer or distribute long-term savings and retirement
products. The historical financial information contained in this Prospectus
gives effect to such contribution to the Company.
In anticipation of the Equity Offerings, Nationwide Life effected the
following transactions: (i) on September 24, 1996, the Board of Directors of
Nationwide Life declared a dividend to Nationwide Corp. consisting of the
stock of those subsidiaries of Nationwide Life that do not operate in the
long-term savings and retirement market and (ii) effective January 1, 1996,
Nationwide Life reinsured all of its accident and health and group life
insurance business to other members of the Nationwide Insurance Enterprise.
The historical financial information contained in this Prospectus does not
give effect to the dividend of such subsidiaries or such reinsurance. Such
subsidiaries and the accident and health and group life insurance business
have been accounted for herein as discontinued operations.
On December 31, 1996, Nationwide Life paid a $50.0 million cash dividend to
Nationwide Corp. In addition, prior to the consummation of the Equity
Offerings, Nationwide Life will dividend to the Company, and the Company will
subsequently dividend to Nationwide Corp., securities having an aggregate
market value of $850.0 million (the "Special Dividend"). The historical
financial information contained in this Prospectus does not give effect to the
Special Dividend, except where indicated in pro forma presentations. See
"Certain Relationships and Related Transactions--Existing Arrangements with
the Nationwide Insurance Enterprise--Organization of the Company" and "--
Modified Coinsurance Agreements."
Following the Equity Offerings, Nationwide Corp. will be the controlling
stockholder of the Company. Upon completion of the Equity Offerings,
Nationwide Corp. will own all of the outstanding shares of the Class B Common
Stock, representing 83.6% and 98.1% (81.6% and 97.8% if the Underwriters'
over-allotment option is exercised in full) of the total number of shares of
Common Stock outstanding and the combined voting power of the stockholders of
the Company. Nationwide Corp. is a subsidiary of Nationwide Mutual. Nationwide
Mutual and Nationwide Mutual Fire are mutual companies which are the
controlling entities of the Nationwide Insurance Enterprise. The Nationwide
Insurance Enterprise is an affiliated group of over 100 companies that offers
a wide range of insurance and investment products and services. Nationwide
Mutual and Nationwide Mutual Fire control the companies within the Nationwide
Insurance Enterprise through a variety of means, including security ownership,
management contracts and common directors. The Nationwide Insurance Enterprise
had $68.7 billion in total statutory assets as of December 31, 1996. See "Risk
Factors--Control by and Relationship with the Nationwide Insurance Enterprise;
Conflicts of Interest" and "Certain Relationships and Related Transactions."
18
<PAGE>
CAPITALIZATION
The following table sets forth, as of December 31, 1996, (i) the actual
capitalization of the Company, (ii) the pro forma capitalization of the
Company after giving effect to the Special Dividend, (iii) the pro forma
capitalization of the Company after giving effect to the Special Dividend and
the Equity Offerings (assuming net proceeds of $426.6 million from the
issuance of 20,540,000 shares of Class A Common Stock), (iv) the pro forma
capitalization of the Company after giving effect to the Special Dividend, the
Equity Offerings and the Note Offering, (v) the pro forma capitalization of
the Company after giving effect to the Special Dividend, the Equity Offerings
and the Capital Securities Offering and (vi) the pro forma capitalization of
the Company after giving effect to the Special Dividend, the Equity Offerings
and the Fixed Income Offerings. This table should be read in conjunction with
the consolidated financial statements of the Company and the notes thereto
included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
---------------------------------------------------------------
PRO FORMA
PRO FORMA PRO FORMA FOR THE
FOR THE FOR THE SPECIAL
SPECIAL SPECIAL DIVIDEND,
PRO FORMA DIVIDEND, DIVIDEND, THE
FOR THE THE THE EQUITY EQUITY
SPECIAL EQUITY OFFERINGS OFFERINGS
PRO FORMA DIVIDEND OFFERINGS AND THE AND THE
FOR THE AND THE AND THE CAPITAL FIXED
SPECIAL EQUITY NOTE SECURITIES INCOME
ACTUAL DIVIDEND OFFERINGS OFFERING OFFERING OFFERINGS
-------- --------- --------- --------- ---------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Senior Notes............ $ -- $ -- $ -- $ 300.0 $ -- $ 300.0
Company-obligated
mandatorily redeemable
capital securities of
the Nationwide
Financial Services
Capital Trust, holding
solely junior
subordinated debentures
of Nationwide Financial
Services, Inc.(1)...... -- -- -- -- 100.0 100.0
Shareholders' equity:
Preferred stock, $0.01
par value; 50,000,000
shares authorized; no
shares issued and
outstanding.......... -- -- -- -- -- --
Class A Common Stock,
$0.01 par value;
750,000,000 shares
authorized(2)........ -- -- 0.2 0.2 0.2 0.2
Class B Common Stock,
$0.01 par value;
750,000,000 shares
authorized(3)........ 1.0 1.0 1.0 1.0 1.0 1.0
Additional paid-in
capital.............. 551.5 551.5 977.9 977.9 977.9 977.9
Unrealized gains on
securities available-
for-sale, net........ 173.6 173.6 173.6 173.6 173.6 173.6
Retained earnings..... 1,405.6 555.6 555.6 555.6 555.6 555.6
-------- -------- -------- -------- -------- --------
Total shareholders'
equity............... 2,131.7 1,281.7 1,708.3 1,708.3 1,708.3 1,708.3
-------- -------- -------- -------- -------- --------
Total capitalization.. $2,131.7 $1,281.7 $1,708.3 $2,008.3 $1,808.3 $2,108.3
======== ======== ======== ======== ======== ========
Debt/capital ratio(4)... -- % -- % -- % 16.4% -- % 15.5%
Debt and Capital
Securities/capital ra-
tio(4)................. -- -- -- 16.4 6.1 20.7
Book value per common
share(2)(3)............ $ 20.35 $ 12.24 $ 13.64 $ 13.64 $ 13.64 $ 13.64
Adjusted book value per
common share(2)(3)(4).. 18.69 10.58 12.25 12.25 12.25 12.25
</TABLE>
- --------
(1) The Capital Securities will be reflected separately in the Company's
consolidated financial statements as "Company-obligated mandatorily
redeemable capital securities of the Nationwide Financial Services Capital
Trust, holding solely junior subordinated debentures of Nationwide
Financial Services, Inc." with a footnote indicating that all of the
Common Securities of the NFS Trust, which are the only voting securities
of the NFS Trust, are owned by the Company, that the sole assets of the
NFS Trust are the junior subordinated debentures (indicating the principal
amount, interest rate and maturity date thereof) and that the NFS Trust's
obligations with respect to the Capital Securities, through the Guarantee,
the Junior Subordinated Debentures, the Indenture and the Declaration,
taken together, are fully and unconditionally guaranteed by the Company.
(2) Based on no shares of Class A Common Stock outstanding for "Actual" and
"Pro Forma for the Special Dividend" columns and 20,540,000 shares of
Class A Common Stock outstanding for all other columns.
(3) Based on 104,745,000 shares of Class B Common Stock outstanding for all
columns.
(4) Adjusted to exclude net unrealized gains on securities available-for-sale
in accordance with SFAS 115.
19
<PAGE>
DIVIDEND POLICY
The Company currently intends to pay quarterly cash dividends of $0.06 per
share. The Company anticipates that the first dividend will be declared in the
second quarter and paid in the third quarter of 1997. The payment of dividends
is subject to the discretion of the Company's Board of Directors and will
depend upon general business conditions, the effect on claims paying and debt
ratings, legal restrictions on the payment of dividends by its insurance
subsidiaries and other factors the Board of Directors deems relevant.
Additionally, until Nationwide Mutual and its affiliates no longer own at
least 50% of the combined voting power of the outstanding voting stock of the
Company, Nationwide Mutual's prior approval is required for payment by the
Company of dividends exceeding specified amounts. See "Certain Relationships
and Related Transactions--New Agreements with the Nationwide Insurance
Enterprise--Intercompany Agreement." There is no requirement or assurance that
any dividends will be paid. For a discussion of the Company's cash sources and
needs, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."
As an insurance holding company, the Company depends primarily on dividends
and other permitted payments from its principal operating subsidiary,
Nationwide Life, to pay cash dividends to stockholders as well as to meet debt
service requirements and pay operating expenses. Payment of dividends and
other payments by Nationwide Life are subject to restrictions contained in the
Ohio insurance laws and may be subject to restrictions contained in the New
York insurance laws. The Company will retain approximately $55.0 million of
the net proceeds of the Equity Offerings, which will be invested in short-term
interest-bearing securities. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources," "Business--Regulation--Regulation of Dividends and Other Payments
from Insurance Subsidiaries" and "Use of Proceeds."
20
<PAGE>
DILUTION
As of December 31, 1996, the pro forma net tangible book value (deficit) of
the Company, after giving effect to the Special Dividend of $850.0 million,
was $(84.8) million or $(0.81) per share of Common Stock. Net tangible book
value per share of Common Stock represents the amount of the Company's total
tangible assets (total assets less deferred policy acquisition costs) less
total liabilities divided by the number of shares of Common Stock outstanding.
After giving effect to the Special Dividend and the sale by the Company of
shares of Class A Common Stock in the Equity Offerings (at an assumed initial
public offering price of $22.00 per share and after deduction of underwriting
discounts and commissions and estimated offering expenses) and the application
by the Company of the estimated net proceeds therefrom, the pro forma net
tangible book value of the Company as of December 31, 1996 would have been
$341.8 million, or $2.73 per share of Common Stock. This amount represents an
immediate increase of $3.54 per share to the existing stockholder and an
immediate dilution in net tangible book value of $19.27 per share to new
investors purchasing shares of Class A Common Stock offered hereby at the
assumed initial public offering price. The following table illustrates this
per share dilution:
<TABLE>
<S> <C> <C>
Assumed initial public offering price per share of Class A Com-
mon Stock...................................................... $22.00
Pro forma net tangible book value (deficit) per share at De-
cember 31, 1996.............................................. $(0.81)
Increase attributable to the Equity Offerings................. 3.54
------
Pro forma net tangible book value per share after the Equity Of-
ferings........................................................ 2.73
------
Dilution per share to new investors............................. $19.27
======
</TABLE>
The following table sets forth on a pro forma basis as of December 31, 1996,
after giving effect to the Special Dividend and the sale by the Company of
shares of Class A Common Stock in the Equity Offerings at an assumed initial
public offering price of $22.00 per share (before deducting underwriting
discounts and commissions and estimated offering expenses), the difference
between the number of shares of Common Stock purchased from the Company, the
total consideration paid and the average price per share paid by the existing
stockholder and the new investors.
<TABLE>
<CAPTION>
SHARES TOTAL
PURCHASED CONSIDERATION AVERAGE
-------------------- --------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- ---------
(IN (DOLLARS IN
THOUSANDS) MILLIONS)
<S> <C> <C> <C> <C> <C>
Existing stockholder......... 104,745(1) 83.6% $1,281.7(2) 73.9% $12.24
New investors................ 20,540 16.4 451.9 26.1 22.00
------- ------ -------- ------
Total...................... 125,285 100.0% $1,733.6 100.0%
======= ====== ======== ======
</TABLE>
- --------
(1) Consists of shares of Class B Common Stock. See "Description of Capital
Stock."
(2) Amount represents the Company's shareholder's equity as of December 31,
1996, as adjusted for the Special Dividend.
21
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain selected consolidated financial data
for the Company. The consolidated income statement data set forth below for
the years ended December 31, 1992 through 1996 and the consolidated balance
sheet data as of December 31, 1992 through 1996 are derived from the
consolidated financial statements of the Company, which have been audited by
KPMG Peat Marwick LLP, independent certified public accountants. Segment and
Other Data appearing below are unaudited. The selected consolidated financial
data set forth below should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto and the other
financial information, including "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included elsewhere herein.
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Revenues:
Policy charges......... $ 400.9 $ 286.6 $ 217.2 $ 165.5 $ 131.3
Life insurance
premiums.............. 198.6 199.1 176.7 188.4 200.2
Net investment income.. 1,357.8 1,294.0 1,210.8 1,131.2 1,049.4
Realized gains/(losses)
on investments........ (0.2) (1.7) (16.5) 106.2 (19.4)
Other income........... 59.5 59.0 45.9 48.1 44.1
--------- --------- --------- --------- ---------
Total revenues......... 2,016.6 1,837.0 1,634.1 1,639.3 1,405.6
--------- --------- --------- --------- ---------
Benefits and expenses:
Benefits and claims.... 1,160.6 1,115.4 992.7 982.2 966.3
Policyholder
dividends............. 41.0 39.9 38.8 43.0 45.7
Amortization of
deferred policy
acquisition costs..... 133.4 82.7 85.6 70.2 49.2
Operating expenses..... 353.5 317.8 276.6 268.2 228.0
--------- --------- --------- --------- ---------
Total benefits and ex-
penses................ 1,688.5 1,555.8 1,393.7 1,363.5 1,289.2
--------- --------- --------- --------- ---------
Income from continuing
operations before
federal income tax
expense and cumulative
effect of accounting
changes................ 328.1 281.2 240.4 275.8 116.4
Federal income tax
expense................ 115.8 96.3 82.5 96.7 32.1
--------- --------- --------- --------- ---------
Income from continuing
operations before
cumulative effect of
accounting changes..... 212.3 184.9 157.9 179.1 84.3
Income from discontinued
operations, net of
federal income tax
expense................ 11.3 24.7 20.5 28.6 2.1
--------- --------- --------- --------- ---------
Income before cumulative
effect of accounting
changes................ 223.6 209.6 178.4 207.7 86.4
Cumulative effect of
accounting changes, net
of federal income tax
benefit................ -- -- -- (0.1) --
--------- --------- --------- --------- ---------
Net income............ $ 223.6 $ 209.6 $ 178.4 $ 207.6 $ 86.4
========= ========= ========= ========= =========
CONSOLIDATED BALANCE
SHEET DATA:
General account assets.. $20,843.5 $19,915.0 $17,156.2 $15,697.5 $14,674.8
Separate account
assets................. 26,926.7 18,591.1 12,087.1 9,006.4 6,081.4
Total assets............ 47,770.2 38,506.1 29,243.3 24,703.9 20,756.2
Long-term debt.......... -- -- -- -- --
Total liabilities....... 45,638.5 35,889.4 27,382.7 23,094.3 19,358.6
Shareholder's
equity(1).............. 2,131.7 2,616.7 1,860.6 1,609.6 1,397.6
SEGMENT AND OTHER DATA:
Operating income (loss)
before federal income
tax expense by
segment(2):
Variable Annuities..... $ 90.3 $ 50.8 $ 24.6 $ 10.4 $ 13.1
Fixed Annuities........ 135.4 137.0 139.0 105.9 95.3
Life Insurance......... 67.2 67.6 53.0 49.7 46.1
Corporate and
Other(1)(3)........... 35.4 27.5 40.3 3.6 (18.7)
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Policy reserves by seg-
ment:
Variable Annuities(4).. $24,278.1 $16,761.8 $10,751.1 $ 7,854.8 $5,028.2
Fixed Annuities(4)..... 13,511.8 12,784.0 11,247.0 10,154.1 9,659.8
Life Insurance......... 2,938.9 2,660.5 2,425.2 2,255.0 2,084.8
Corporate and
Other(3).............. 3,302.5 2,644.3 2,252.7 2,103.9 1,823.0
Statutory premiums,
deposits and other
considerations by
product segment(5):
Variable Annuities(6).. 6,500.3 4,399.3 3,821.1 2,414.2 1,561.8
Fixed Annuities(6)..... 1,600.5 1,864.2 1,308.6 1,300.9 1,637.8
Life Insurance......... 439.3 352.4 320.8 279.4 264.7
Corporate and
Other(3).............. 502.6 182.1 148.5 205.3 91.7
Net operating in-
come(2)................ 211.3 184.8 168.2 109.7 97.0
</TABLE>
- --------
(1) The Company has received cash capital contributions and declared cash
dividends over the periods presented as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
------------------------------------
1996 1995 1994 1993 1992
------ ----- ------ ------ -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Cash capital contributions.... $ -- $ -- $200.0 $100.0 $13.5
Cash dividends................ (52.0) (8.5) (1.0) (10.6) (4.6)
------ ----- ------ ------ -----
Net contributions............. $(52.0) $(8.5) $199.0 $ 89.4 $ 8.9
====== ===== ====== ====== =====
</TABLE>
The cash capital contributions and cash dividends and the related increases
and decreases to net investment income are recorded in the Corporate and
Other segment. The cash capital contributions and cash dividends had a
direct impact on the Company's shareholder's equity and the operating income
(loss) before federal income tax expense of the Corporate and Other segment.
(2) Excludes realized gains/(losses) on investments (net of related federal
income tax where applicable), discontinued operations and cumulative
effect of accounting changes.
(3) The Corporate and Other segment includes net investment income on
investments not allocated to the three product segments; all realized
investment gains and losses; investment management fees; other revenues
and operating expenses of Nationwide mutual funds other than the portion
allocated to the Variable Annuities and Life Insurance segments;
commissions and other income earned by the marketing and distribution
subsidiaries of the Company; and revenues, benefits and expenses
associated with group annuity contracts issued to Nationwide Insurance
Enterprise employee and agent benefit plans.
(4) Policy reserves related to the fixed option under the Company's variable
annuity contracts are included in Fixed Annuities. As of December 31,
1996, 1995 and 1994, such amounts were $9.52 billion, $8.83 billion and
$7.27 billion, respectively.
(5) Statutory data have been derived from the Annual and Quarterly Statements
of Nationwide Life, as filed with insurance regulatory authorities and
prepared in accordance with statutory accounting practices.
(6) Statutory premiums, deposits and other considerations related to the fixed
option under the Company's variable annuity contracts are included in
Fixed Annuities. For the years ended December 31, 1996, 1995 and 1994,
such amounts were $1.24 billion, $1.57 billion and $1.05 billion,
respectively.
23
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL DATA
The pro forma consolidated financial data for the Company set forth in the
tables below give effect to (i) the Special Dividend, the Equity Offerings and
the Fixed Income Offerings, (ii) the Special Dividend and the Equity
Offerings, (iii) the Special Dividend, the Equity Offerings and the Note
Offering and (iv) the Special Dividend, the Equity Offerings and the Capital
Securities Offering. The tables below are presented as if each of the Special
Dividend, the Equity Offerings and the Fixed Income Offerings, as applicable,
had been consummated at the beginning of the period indicated or, in the case
of the balance sheet data, as of the date indicated. The pro forma financial
data do not purport to reflect what the Company's financial position or
results of operations would actually have been if any or all of the Equity
Offerings, the Special Dividend and the Fixed Income Offerings had in fact
occurred on such dates nor should they be taken as indicative of the future
results of operations of the Company. The pro forma consolidated financial
information should be read in conjunction with the consolidated financial
statements of the Company and the notes thereto and the other financial
information pertaining to the Company included elsewhere herein. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
PRO FORMA FOR THE SPECIAL DIVIDEND, THE EQUITY OFFERINGS AND THE FIXED INCOME
OFFERINGS
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED
DECEMBER 31, 1996
------------------------------------
ACTUAL ADJUSTMENTS PRO FORMA(1)
-------- ----------- ------------
(DOLLARS IN MILLIONS, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED INCOME STATEMENT DATA:
Revenues:
Policy charges........................... $ 400.9 $ -- $ 400.9
Life insurance premiums.................. 198.6 -- 198.6
Net investment income.................... 1,357.8 (64.5)(2) 1,293.3
Realized losses on investments........... (0.2) -- (0.2)
Other income............................. 59.5 -- 59.5
-------- ------- --------
Total revenues........................... 2,016.6 (64.5) 1,952.1
-------- ------- --------
Benefits and Expenses:
Benefits and claims...................... 1,160.6 -- 1,160.6
Policyholder dividends................... 41.0 -- 41.0
Amortization of deferred policy acquisi-
tion costs.............................. 133.4 -- 133.4
Operating expenses....................... 353.5 -- 353.5
Interest expense ........................ -- 30.7 (3) 30.7
-------- ------- --------
Total benefits and expenses.............. 1,688.5 30.7 1,719.2
-------- ------- --------
Income from continuing operations before
federal income tax expense............... 328.1 (95.2) 232.9
Federal income tax expense................ 115.8 (33.3)(4) 82.5
-------- ------- --------
Income from continuing operations....... $ 212.3 $ (61.9) $ 150.4
======== ======= ========
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED
DECEMBER 31, 1996
-----------------------------------------------------
ACTUAL ADJUSTMENTS PRO FORMA(1)
--------------- ---------------- -----------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
General account assets... $ 20,843.5 $ (23.4)(5) $ 20,820.1
Separate account assets.. 26,926.7 -- 26,926.7
Total assets............. 47,770.2 (23.4) 47,746.8
Long-term debt........... -- 300.0 (6) 300.0
Capital Securities....... -- 100.0 (7) 100.0
Shareholders' equity..... 2,131.7 (423.4)(8) 1,708.3
OTHER DATA:
Net operating income(9).. $ 211.3 $ (61.9) $ 149.4
Realized gains/(losses)
on investments, net of
tax..................... 1.0 -- 1.0
--------------- ------------ ---------------
Income from continuing
operations............. $ 212.3 $ (61.9) $ 150.4
=============== ============ ===============
Income from continuing
operations per common
share(10).............. $ 2.03 $ 1.20
=============== ===============
</TABLE>
- --------
(1) Pro forma to give effect to (i) the Equity Offerings (assuming net
proceeds of $426.6 million from the issuance of 20,540,000 shares of Class
A Common Stock), (ii) the Special Dividend totalling $850.0 million which
will have been paid by the Company prior to the completion of the Equity
Offerings and (iii) the Fixed Income Offerings (assuming net proceeds of
$394.9 million).
(2) Reduction in net investment income on the Special Dividend at an assumed
rate of 7.5%. If this reduction were partially offset by net investment
income on the proceeds from the Equity Offerings and the Fixed Income
Offerings at an assumed reinvestment rate of 7.5%, the net adjustment
would be a reduction of $2.9 million, resulting in pro forma net operating
income of $189.5 million.
(3) The $300 million aggregate principal amount of Senior Notes is assumed to
bear interest at a rate of 7.5% per annum for the period indicated. The
$100 million aggregate liquidation amount of the Capital Securities is
assumed to bear a distribution rate of 8.0% per annum for the period
indicated. There can be no assurance that these will be the actual rates
borne by such instruments. An increase of 1.0% per annum on the assumed
interest rate on the Senior Notes and on the assumed distribution rate on
the Capital Securities would result in an increase of $4.0 million to
interest expense for the year ended December 31, 1996. Interest expense
includes amortization of deferred issuance costs.
(4) Income tax effect of the pro forma adjustments at the statutory rate.
(5) The excess of the Special Dividend over the proceeds from the Equity
Offerings and the Fixed Income Offerings. Also included are capitalized
issuance costs.
(6) Represents aggregate principal amount of Senior Notes.
(7) The Capital Securities will be reflected separately in the Company's
consolidated financial statements as "Company-obligated mandatorily
redeemable capital securities of the Nationwide Financial Services Capital
Trust, holding solely junior subordinated debentures of Nationwide
Financial Services, Inc." with a footnote indicating that all of the
Common Securities of the NFS Trust, which are the only voting securities
of the NFS Trust, are owned by the Company, that the sole assets of the
NFS Trust are the junior subordinated debentures (indicating the principal
amount, interest rate and maturity date thereof) and that the NFS Trust's
obligations with respect to the Capital Securities, through the Guarantee,
the Junior Subordinated Debentures, the Indenture and the Declaration,
taken together, are fully and unconditionally guaranteed by the Company.
(8) The excess of the Special Dividend over the proceeds from the Equity
Offerings.
(9) Excludes realized gains/(losses) on investments (net of related federal
income tax) and discontinued operations.
(10) Actual is based on 104,745,000 shares outstanding. Pro forma is based on
125,285,000 shares outstanding.
25
<PAGE>
PRO FORMA FOR THE SPECIAL DIVIDEND AND THE EQUITY OFFERINGS
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED
DECEMBER 31, 1996
-------------------------------------
ACTUAL ADJUSTMENTS PRO FORMA(1)
--------- ----------- ------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Revenues:
Policy charges......... $ 400.9 $ -- $ 400.9
Life insurance premi-
ums................... 198.6 -- 198.6
Net investment income.. 1,357.8 (63.7) 1,294.1
Realized losses on in-
vestments............. (0.2) -- (0.2)
Other income........... 59.5 -- 59.5
--------- ------- ---------
Total revenues......... 2,016.6 (63.7) 1,952.9
--------- ------- ---------
Benefits and Expenses:
Benefits and claims.... 1,160.6 -- 1,160.6
Policyholder divi-
dends................. 41.0 -- 41.0
Amortization of de-
ferred policy acquisi-
tion costs............ 133.4 -- 133.4
Operating expenses..... 353.5 -- 353.5
Interest expense....... -- -- --
--------- ------- ---------
Total benefits and ex-
penses................ 1,688.5 -- 1,688.5
--------- ------- ---------
Income from continuing
operations before fed-
eral income tax ex-
pense.................. 328.1 (63.7) 264.4
Federal income tax ex-
pense.................. 115.8 (22.3)(3) 93.5
--------- ------- ---------
Income from continuing
operations........... $ 212.3 $ (41.4) $ 170.9
========= ======= =========
CONSOLIDATED BALANCE
SHEET DATA:
General account assets.. $20,843.5 $(423.4)(4) $20,420.1
Separate account
assets................. 26,926.7 -- 26,926.7
Total assets............ 47,770.2 (423.4) 47,346.8
Long-term debt.......... -- -- --
Capital Securities...... -- -- --
Shareholders' equity.... 2,131.7 (423.4)(4) 1,708.3
OTHER DATA:
Net operating in-
come(5)................ $ 211.3 $ (41.4) $ 169.9
Realized gains/(losses)
on investments, net of
tax.................... 1.0 -- 1.0
--------- ------- ---------
Income from continuing
operations........... $ 212.3 $ (41.4) $ 170.9
========= ======= =========
Income from continuing
operations per common
share(6)............. $ 2.03 $ 1.36
========= =========
</TABLE>
- --------
(1) Pro forma to give effect to (i) the Equity Offerings (assuming net
proceeds of $426.6 million from the issuance of 20,540,000 shares of Class
A Common Stock) and (ii) the Special Dividend totalling $850.0 million
which will have been paid by the Company prior to the completion of the
Equity Offerings.
(2) Reduction in net investment income on the Special Dividend at an assumed
rate of 7.5%. If this reduction were partially offset by net investment
income on the proceeds from the Equity Offerings at an assumed
reinvestment rate of 7.5%, the net adjustment would be a reduction of
$31.8 million, resulting in net operating income of $190.6 million.
(3) Income tax effect of the pro forma adjustments at the statutory rate.
(4) The excess of the Special Dividend over the proceeds from the Equity
Offerings.
(5) Excludes realized gains/(losses) on investments (net of related federal
income tax) and discontinued operations.
(6) Actual is based on 104,745,000 shares outstanding. Pro forma is based on
125,285,000 shares outstanding.
26
<PAGE>
PRO FORMA FOR THE SPECIAL DIVIDEND, THE EQUITY OFFERINGS AND THE NOTE OFFERING
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED
DECEMBER 31, 1996
------------------------------------------------------
ACTUAL ADJUSTMENTS PRO FORMA(1)
--------------- ---------------- -----------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Revenues:
Policy charges......... $ 400.9 $ -- $ 400.9
Life insurance
premiums.............. 198.6 -- 198.6
Net investment income.. 1,357.8 (64.3)(2) 1,293.5
Realized losses on
investments........... (0.2) -- (0.2)
Other income........... 59.5 -- 59.5
--------------- ------------- ---------------
Total revenues......... 2,016.6 (64.3) 1,952.3
--------------- ------------- ---------------
Benefits and Expenses:
Benefits and claims.... 1,160.6 -- 1,160.6
Policyholder
dividends............. 41.0 -- 41.0
Amortization of
deferred policy
acquisition costs..... 133.4 -- 133.4
Operating expenses..... 353.5 -- 353.5
Interest expense....... -- 22.6 (3) 22.6
--------------- ------------- ---------------
Total benefits and
expenses.............. 1,688.5 22.6 1,711.1
--------------- ------------- ---------------
Income from continuing
operations before
federal income tax
expense................ 328.1 (86.9) 241.2
Federal income taxes
expense................ 115.8 (30.4)(4) 85.4
--------------- ------------- ---------------
Income from continuing
operations........... $ 212.3 $ (56.5) $ 155.8
=============== ============= ===============
CONSOLIDATED BALANCE
SHEET DATA:
General account assets.. $ 20,843.5 $ (123.4)(5) $ 20,720.1
Separate accounts
assets................. 26,926.7 -- 26,926.7
Total assets............ 47,770.2 (123.4) 47,646.8
Long-term debt.......... -- 300.0 (6) 300.0
Capital Securities...... -- -- --
Shareholders' equity.... 2,131.7 (423.4)(7) 1,708.3
OTHER DATA:
Net operating income
(8).................... $ 211.3 $ (56.5) $ 154.8
Realized gains/(losses)
on investments, net of
tax.................... 1.0 -- 1.0
--------------- ------------- ---------------
Income from continuing
operations........... $ 212.3 $ (56.5) $ 155.8
=============== ============= ===============
Income from continuing
operations per common
share(9)............. $ 2.03 $ 1.24
=============== ===============
</TABLE>
- --------
(1) Pro forma to give effect to (i) the Equity Offerings (assuming net
proceeds of $426.6 million from the issuance of 20,540,000 shares of
Class A Common Stock), (ii) the Special Dividend totalling $850.0 million
which will have been paid by the Company prior to the completion of the
Equity Offerings and (iii) the Note Offering (assuming net proceeds of
$296.3 million).
(2) Reduction in net investment income on the Special Dividend at an assumed
rate of 7.5%. If this reduction were partially offset by net investment
income on the proceeds from the Equity Offerings and the Note Offering at
an assumed reinvestment rate of 7.5%, the net adjustment would be a
reduction of $10.1 million, resulting in pro forma net operating income
of $190.0 million.
(3) The $300 million aggregate principal amount of the Senior Notes is
assumed to bear interest at a rate of 7.5% per annum for the period
indicated. There can be no assurance that this will be the actual rate
borne by the Senior Notes. An increase of 1.0% per annum in the assumed
interest rate on the Senior Notes would result in an increase of $3.0
million to interest expense for the year ended December 31, 1996.
Interest expense includes amortization of deferred issuance costs.
(4) Income tax effect of the pro forma adjustments at the statutory rate.
(5) The excess of the Special Dividend over the proceeds from the Equity
Offerings and Note Offering. Also included are capitalized issuance
costs.
(6) Represents aggregate principal amount of Senior Notes.
(7) The excess of the Special Dividend over the proceeds from the Equity
Offerings.
(8) Excludes realized gains/(losses) on investments (net of related federal
income tax) and discontinued operations.
(9) Actual is based on 104,745,000 shares outstanding. Pro forma is based on
125,285,000 shares outstanding.
27
<PAGE>
PRO FORMA FOR THE SPECIAL DIVIDEND, THE EQUITY OFFERINGS AND THE CAPITAL
SECURITIES OFFERING
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED
DECEMBER 31, 1996
-------------------------------------
ACTUAL ADJUSTMENTS PRO FORMA(1)
--------- ----------- ------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Revenues:
Policy charges......... $ 400.9 $ -- $ 400.9
Life insurance
premiums.............. 198.6 -- 198.6
Net investment income.. 1,357.8 (64.0)(2) 1,293.8
Realized losses on
investments........... (0.2) -- (0.2)
Other income........... 59.5 -- 59.5
--------- ------- ---------
Total revenues......... 2,016.6 (64.0) 1,952.6
--------- ------- ---------
Benefits and Expenses:
Benefits and claims.... 1,160.6 -- 1,160.6
Policyholder
dividends............. 41.0 -- 41.0
Amortization of
deferred policy
acquisition costs..... 133.4 -- 133.4
Operating expenses..... 353.5 -- 353.5
Interest expense....... -- 8.0 (3) 8.0
--------- ------- ---------
Total benefits and
expenses.............. 1,688.5 8.0 1,696.5
--------- ------- ---------
Income from continuing
operations before
federal income tax
expense................ 328.1 (72.0) 256.1
Federal income tax
expense................ 115.8 (25.2)(4) 90.6
--------- ------- ---------
Income from continuing
operations........... $ 212.3 $ (46.8) $ 165.5
========= ======= =========
CONSOLIDATED BALANCE
SHEET DATA:
General account assets.. $20,843.5 $(323.4)(5) $20,520.1
Separate account
assets................. 26,926.7 -- 26,926.7
Total assets............ 47,770.2 (323.4) 47,446.8
Long-term debt.......... -- -- --
Capital securities...... -- 100.0 (6) 100.0
Shareholders' equity.... 2,131.7 (423.4)(7) 1,708.3
OTHER DATA:
Net operating
income(8).............. $ 211.3 $ (46.8) $ 164.5
Realized gains/(losses)
on investments, net of
tax.................... 1.0 -- 1.0
--------- ------- ---------
Income from continuing
operations........... $ 212.3 $ (46.8) $ 165.5
========= ======= =========
Income from continuing
operations per common
share(9)............. $ 2.03 $ 1.32
========= =========
</TABLE>
- --------
(1) Pro forma to give effect to (i) the Equity Offerings (assuming net
proceeds of $426.6 million from the issuance of 20,540,000 shares of Class
A Common Stock), (ii) the Special Dividend totalling $850.0 million which
will have been paid by the Company prior to the completion of the Equity
Offerings and (iii) the Capital Securities Offering (assuming net proceeds
of $98.6 million).
(2) Reduction in net investment income on the Special Dividend at an assumed
rate of 7.5%. If this reduction were partially offset by net investment
income on the proceeds from the Equity Offerings and the Capital
Securities Offering at an assumed reinvestment rate of 7.5%, the net
adjustment would be a reduction of $24.6 million, resulting in pro forma
net operating income of $190.1 million.
(3) The $100 million aggregate liquidation amount of the Capital Securities is
assumed to bear a distribution rate of 8.0% per annum for the period
indicated. There can be no assurance that this will be the actual rate
borne by the Capital Securities. An increase of 1.0% per annum on the
assumed distribution rate on the Capital Securities would result in an
increase of $1.0 million to interest expense for the year ended December
31, 1996. Interest expense includes amortization of deferred issuance
costs.
(4) Income tax effect of the pro forma adjustments at the statutory rate.
(5) The excess of the Special Dividend over the proceeds from the Equity
Offerings and Capital Securities Offering. Also included are capitalized
issuance costs.
(6) The Capital Securities will be reflected separately in the Company's
consolidated financial statements as "Company-obligated mandatorily
redeemable capital securities of the Nationwide Financial Services Capital
Trust, holding solely junior subordinated debentures of Nationwide
Financial Services, Inc." with a footnote indicating that all of the
Common Securities of the NFS Trust, which are the only voting securities
of the NFS Trust, are owned by the Company, that the sole assets of the
NFS Trust are the junior subordinated debentures (indicating the principal
amount, interest rate and maturity date thereof) and that the NFS Trust's
obligations with respect to the Capital Securities, through the Guarantee,
the Junior Subordinated Debentures, the Indenture and the Declaration,
taken together, are fully and unconditionally guaranteed by the Company.
(7) The excess of the Special Dividend over the proceeds from the Equity
Offerings.
(8) Excludes realized gains/(losses) on investments (net of related federal
income tax) and discontinued operations.
(9) Actual is based on 104,745,000 shares outstanding. Pro forma is based on
125,285,000 shares outstanding.
28
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The following analysis of consolidated results of operations and financial
condition of the Company should be read in conjunction with "Selected
Consolidated Financial Data," "Pro Forma Consolidated Financial Data" and the
Consolidated Financial Statements and related footnotes included elsewhere in
this Prospectus.
The Company was formed in November 1996 as a holding company for Nationwide
Life and the other companies within the Nationwide Insurance Enterprise that
offer or distribute long-term savings and retirement products. The
consolidated financial information discussed below includes the results of
operations of Nationwide Life and the related marketing and distribution
companies as though they had been consolidated with the Company for all
periods presented. See "Recent History," "Certain Relationships and Related
Transactions--Existing Arrangements with the Nationwide Insurance Enterprise--
Organization of the Company" and "--Modified Coinsurance Agreements."
RESULTS OF OPERATIONS
Policy Charges. Policy charges include asset fees, which are primarily
earned from separate account assets generated from sales of variable
annuities; administration fees, which include fees charged per contract on a
variety of the Company's products and premium loads on universal life
insurance products; surrender fees, which are charged as a percentage of
assets withdrawn during a specified period (usually the first seven years) of
annuity and certain life insurance contracts; and cost-of-insurance ("COI")
charges earned on universal life insurance products. For 1996, policy charges
were $400.9 million, a 39.9% increase from $286.6 million in 1995. Policy
charges increased 32.0% in 1995 from $217.2 million in 1994. Increases in
policy charges have resulted primarily from increases in separate account
assets and the resulting higher levels of asset fees, as well as a moderate
increase in all of the fees discussed above due to the growth in customer
accounts.
Life Insurance Premiums. Life insurance premiums are earned primarily from
traditional life insurance in the Life Insurance segment, but are also earned
from the sale of life-contingent immediate annuities in the Fixed Annuities
segment. Life insurance premiums from traditional life insurance policies are
recognized as revenue when due from the policyholder. For life-contingent
immediate annuities, net premium (i.e., the portion of the premium which
covers benefits and expenses) is recognized as revenue when received. Any
premium received in excess of the net premium is deferred and recognized as
revenue over the expected benefit period. Traditional life insurance products
accounted for 87.9%, 83.5% and 88.6% of the total life insurance premiums in
1996, 1995 and 1994, respectively. Life insurance premiums were $198.6 million
for 1996, a 0.3% decrease from $199.1 million for 1995. The slight decrease in
1996 was due to an $8.7 million decrease in sales of life-contingent immediate
annuities offset by an $8.3 million increase in traditional life insurance
premiums. Life insurance premiums increased 12.7% in 1995 from $176.7 million
in 1994. The 1995 increase in life insurance premiums resulted from an
increase in traditional life insurance in-force in the Life Insurance segment
and growth in the Fixed Annuities segment.
Net Investment Income. Net investment income includes the gross investment
income earned on investments supporting fixed annuities and certain life
insurance products as well as the yield on the Company's general account
invested assets which are not allocated to product segments. Net investment
income was $1.36 billion in 1996, $1.29 billion in 1995 and $1.21 billion in
1994. Net investment income has increased as a result of growth in the
Company's general account invested assets. General account invested assets
were $18.32 billion, $17.83 billion and $15.23 billion as of December 31,
1996, 1995 and 1994, respectively.
Realized Gains/(Losses) on Investments. Realized gains on investments are
not considered by the Company to be a recurring source of earnings. The
Company makes decisions concerning the sale of invested assets based on a
variety of market, business, tax and other factors. All realized gains and
losses are reported in the Corporate and Other segment. Net realized losses on
investments were $0.2 million in 1996, $1.7 million in 1995 and $16.5 million
in 1994.
29
<PAGE>
Other Income. Other income consists of investment management fees earned by
a subsidiary of the Company from the management of Nationwide mutual funds, as
well as commission and other income earned by the Company's marketing and
distribution subsidiaries. Net investment management fees earned on Nationwide
mutual fund assets selected as investment options for variable annuity
products and variable life insurance products are reported in the Variable
Annuities segment and Life Insurance segment, respectively. The Company also
sells its mutual fund products separately, and investment management fees from
these assets are included in the Corporate and Other segment. Other income was
$59.5 million in 1996, a 0.8% increase from 1995. Other income increased 28.8%
to $59.0 million in 1995 from $45.9 million in 1994. The increase in other
income in 1996 and 1995 resulted primarily from an increase in commission
income.
Benefits and Claims. Benefits and claims consist primarily of interest
credited on fixed annuity products and life insurance benefits in the Life
Insurance segment. Benefits and claims increased 4.0% to $1.16 billion in 1996
from 1995. Benefits and claims increased 12.4% to $1.12 billion in 1995 from
$992.7 million in 1994. The changes in benefits and claims from year to year
are primarily attributable to the changes in interest credited which are
discussed in the Fixed Annuities segment results below. Life insurance
benefits have remained consistent over the periods.
Policyholder Dividends. Policyholder dividends are paid on certain
participating policies, primarily in the Life Insurance segment. Policyholder
dividends were $41.0 million in 1996, a 2.8% increase over 1995. Policyholder
dividends increased 2.8% to $39.9 million in 1995 from $38.8 million in 1994.
Amortization of DAC. Amortization of deferred policy acquisition costs
("DAC") results from the capitalization of commissions and other costs of
acquiring new contracts and the amortization of these costs over the estimated
life of the contract. Amortization of DAC was $133.4 million in 1996, a 61.3%
increase over 1995. Amortization of DAC decreased 3.4% to $82.7 million in
1995 from $85.6 million in 1994. The increase in 1996 was primarily
attributable to growth in all product segments while the decrease in 1995
resulted from a decrease in the amortization rate for variable and fixed
individual annuities due to lower than anticipated lapse rates and strong
separate account asset performance.
Operating Expenses. Operating expenses were $353.5 million in 1996, an 11.3%
increase from 1995. Operating expenses increased 14.9% to $317.8 million in
1995 from $276.6 million in 1994. These increases were primarily due to the
increasing number of individual and group annuity contracts in-force and the
related increase in administrative processing costs. The Company has
controlled its operating expenses by taking advantage of economies of scale
and by increasing productivity through investments in technology. As a result,
the ratio of operating expenses to total assets declined to 0.74% in 1996 from
0.83% in 1995 and 0.95% in 1994.
Federal Income Tax Expenses. Federal income tax expense was $115.8 million,
$96.3 million and $82.5 million, representing effective tax rates of 35.3%,
34.3% and 34.3% for 1996, 1995 and 1994, respectively. The increase in the
1996 effective tax rate is the result of greater benefits in 1995 and 1994
from charitable donations of appreciated securities.
Net Operating Income. Net operating income is net income, excluding realized
gains and losses (net of related federal income tax) and discontinued
operations. Net operating income for 1996 was $211.3 million, a 14.3% increase
from 1995. The Company's net operating income increased 9.9% to $184.8 million
in 1995 from $168.2 million in 1994.
Discontinued Operations. Discontinued operations include the results of (i)
the three Nationwide Life subsidiaries whose outstanding capital stock, on
September 24, 1996, was declared as a dividend to Nationwide Corp. and (ii)
all of the Company's accident and health and group life business which was
ceded to affiliates effective January 1, 1996. Income from discontinued
operations was $11.3 million, $24.7 million and $20.5 million in 1996, 1995
and 1994, respectively. The Company did not recognize any gain or loss on the
disposal of these subsidiaries or discontinuance of the accident and health
and group life insurance business.
30
<PAGE>
EFFECT OF THE SPECIAL DIVIDEND AND THE FIXED INCOME OFFERINGS
Shortly following the Equity Offerings, the Company expects to consummate
the Note Offering and the NFS Trust expects to consummate the Capital
Securities Offering. The consummation of the Equity Offerings is not
conditioned on the completion of the Fixed Income Offerings, and there can be
no assurance that either one or both of the Fixed Income Offerings will be
consummated. See "Use of Proceeds," "Recent History" and "The Fixed Income
Offerings." The Fixed Income Offerings are being made pursuant to separate
prospectuses.
The proceeds from the Capital Securities Offering will be used by the NFS
Trust to purchase junior subordinated debentures of the Company (the
"Debentures"). The proceeds received by the Company from the sale of the
Debentures, together with proceeds from the Note Offering, will be contributed
to the capital of Nationwide Life. Prior to the consummation of the Equity
Offerings, Nationwide Life will dividend to the Company, and the Company will
subsequently dividend to Nationwide Corp., securities having an aggregate
market value of $850.0 million. Together with the effect of the proceeds of
the Equity Offerings, these transactions are expected to result in a net
decrease in invested assets of the Company of $28.5 million. Interest expense
generated by the securities sold in the Fixed Income Offerings is expected to
be approximately $30.7 million per year, while net investment income is
expected to decline by $2.9 million per year (assuming the proceeds of the
Equity Offerings and the Fixed Income Offerings are invested to earn 7.5%) as
a result of the net decrease in invested assets.
The Senior Notes are expected to have a maturity of approximately 30 years
from the date of issuance, with interest payable semi-annually. The Senior
Notes are expected to include the option for the Company to redeem part or all
of the outstanding Senior Notes beginning approximately 10 years from the date
of issuance. The Debentures are expected to mature approximately 40 years from
the date of issuance, with interest payable semi-annually. Interest on the
Debentures will be deferrable, from time to time, for up to 10 consecutive
semi-annual periods, during which time the Company may not pay dividends on
its Common Stock or make other specified payments. Interest on the Debentures
will be cumulative. The Debentures are expected to be optionally redeemable,
in whole or in part, by the Company at any time at a redemption price equal to
the aggregate principal amount plus accrued and unpaid interest plus a premium
based on the value of future interest discounted at a rate based on prevailing
Treasury security rates. Neither the Senior Notes nor the Debentures will
require any sinking fund payments. The Company will guarantee, on a
subordinated basis and only to the extent the NFS Trust has funds legally
available therefor, specified payments with respect to the Capital Securities.
31
<PAGE>
RESULTS OF OPERATIONS BY PRODUCT SEGMENT
The Company has three product segments: Variable Annuities, Fixed Annuities
and Life Insurance. In addition, the Company reports corporate income and
expenses and investments and related investment income supporting capital not
specifically allocated to its product segments in a Corporate and Other
segment. All information set forth below relating to the Company's Variable
Annuities segment excludes the fixed option under the Company's variable
annuity contracts. Such information is included in the Company's Fixed
Annuities segment.
The table below presents summary financial data for the Company by segment.
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED
DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
REVENUES:
Variable Annuities(1)................. $ 284.6 $ 189.0 $ 132.7
Fixed Annuities(1).................... 1,092.6 1,052.0 939.9
Life Insurance........................ 435.6 409.1 383.1
Corporate and Other................... 204.0 188.6 194.9
--------- --------- ---------
Total operating revenues............ 2,016.8 1,838.7 1,650.6
Realized losses on investments........ (0.2) (1.7) (16.5)
--------- --------- ---------
Total revenues...................... $ 2,016.6 $ 1,837.0 $ 1,634.1
========= ========= =========
INCOME FROM CONTINUING OPERATIONS
BEFORE FEDERAL INCOME TAX EXPENSE:
Variable Annuities.................... $ 90.3 $ 50.8 $ 24.6
Fixed Annuities....................... 135.4 137.0 139.0
Life Insurance........................ 67.2 67.6 53.0
Corporate and Other................... 35.4 27.5 40.3
--------- --------- ---------
Total operating income.............. 328.3 282.9 256.9
Realized losses on investments........ (0.2) (1.7) (16.5)
--------- --------- ---------
Total income from continuing
operations before federal income
tax expense........................ $ 328.1 $ 281.2 $ 240.4
========= ========= =========
POLICY RESERVES:
Variable Annuities(2)................. $24,278.1 $16,761.8 $10,751.1
Fixed Annuities(2).................... 13,511.8 12,784.0 11,247.0
Life Insurance........................ 2,938.9 2,660.5 2,425.2
Corporate and Other................... 3,302.5 2,644.3 2,252.7
--------- --------- ---------
Total policy reserves(3)............ $44,031.3 $34,850.6 $26,676.0
========= ========= =========
</TABLE>
- --------
(1) Revenues related to the fixed option under the Company's variable annuity
contracts are included in Fixed Annuities.
(2) Policy reserves related to the fixed option under the Company's variable
annuity contracts are included in Fixed Annuities. As of December 31,
1996, 1995 and 1994, such policy reserves represented $9.52 billion, $8.83
billion and $7.27 billion, respectively.
(3) Total policy reserves as presented here differ from the amounts set forth
in the Company's financial statements because the presented amounts
exclude (i) accident and health and group life insurance business ceded to
other members of the Nationwide Insurance Enterprise and (ii) the fixed
annuity policy reserves ceded to Franklin Life Insurance Company
("Franklin Life"). See "Business--Reinsurance" and "Certain Relationships
and Related Transactions--Existing Arrangements with the Nationwide
Insurance Enterprise--Modified Coinsurance Agreements."
32
<PAGE>
Variable Annuities
Revenues. Revenues in the Variable Annuities segment consist of policy
charges and other income. Policy charges consist of asset fees, which are
generally a percentage of separate account assets deposited for the purchase
of variable annuities; administration fees, which are generally a specific
dollar amount per contract; and surrender fees, which are charged against
assets withdrawn during a specified period (generally the first seven years)
of variable annuity contracts. The separate account assets generated by the
Variable Annuities segment do not contribute to net investment income of the
Company because the customer receives the investment benefit and bears the
investment risk of these assets. Other income includes net investment
management fees earned on separate account assets held in mutual funds managed
by a subsidiary of the Company.
Revenues were $284.6 million in 1996, a 50.6% increase from 1995. Revenues
increased 42.4% to $189.0 million in 1995 from $132.7 million in 1994.
Revenues have increased primarily as a result of growth in separate account
assets related to this segment and the corresponding growth in asset fees,
which were $261.8 million, $172.8 million and $120.4 million in 1996, 1995 and
1994, respectively. Asset fees as a percentage of variable annuity separate
account assets have remained relatively stable during the periods presented,
reflecting minimal changes in the levels of asset fees charged on most
variable annuity products.
Income From Continuing Operations Before Federal Income Tax Expense. Income
from continuing operations before federal income tax expense was $90.3 million
in 1996, a 77.8% increase from 1995. Income from continuing operations before
federal income tax expense increased 106.5% to $50.8 million in 1995 from
$24.6 million in 1994. Increases have primarily resulted from growth in
variable annuity separate account assets and the corresponding increases in
asset fees combined with expense levels which have decreased as a percentage
of revenues. Total expenses were $189.7 million, $135.4 million and $105.8
million, or 66.7%, 71.6% and 79.7% of total revenues, for 1996, 1995 and 1994,
respectively. During the period, the Company has controlled its operating
expenses by taking advantage of economies of scale and by increasing
productivity through investments in technology.
Policy Reserves. Variable annuity policy reserves increased 44.9% from
$16.76 billion as of December 31, 1995 to $24.28 billion as of December 31,
1996. Of this increase, $2.72 billion was due to market appreciation of
separate account assets, while $6.50 billion of statutory premiums and
deposits offset by $1.70 billion of withdrawals and policy charges resulted in
the remainder of the increase. Variable annuity policy reserves increased
55.9% to $16.76 billion as of December 31, 1995 from $10.75 billion as of
December 31, 1994, which was a 36.8% increase from $7.86 billion as of
December 31, 1993. Market appreciation accounted for $2.93 billion of the
increase in 1995 while market depreciation accounted for an $84.0 million
decrease in 1994. Statutory premiums and deposits were $4.40 billion and $3.82
billion, while withdrawals and policy charges were $1.32 billion and $840.0
million, in 1995 and 1994, respectively.
Fixed Annuities
Revenues. Revenues in the Fixed Annuities segment consist mainly of net
investment income, which is earned on invested assets allocated to support
fixed annuity policy reserves and shareholders' equity allocated to such
segment. Total revenues were $1.09 billion, $1.05 billion and $939.9 million
in 1996, 1995 and 1994, respectively. Net investment income was $1.05 billion,
$1.00 billion and $903.7 million, representing average pre-tax yields on the
assets supporting this segment of 8.22%, 8.50% and 8.59%, in 1996, 1995 and
1994, respectively. The increase in net investment income for each period
presented is the result of the increases in policy reserves discussed below
and the corresponding increase in invested assets.
Interest Credited. Interest credited on account balances was $805.0 million,
$775.7 million and $680.9 million, representing crediting rates of 6.30%,
6.58% and 6.47%, for 1996, 1995 and 1994, respectively. The differential
between net investment income and interest credited on account balances
resulted in spreads of $245.6 million, $227.1 million and $222.8 million, or
1.92%, 1.92% and 2.12%, in 1996, 1995 and 1994, respectively. Spreads vary
depending on crediting rates offered by competitors, performance of the
investment
33
<PAGE>
portfolio and other factors. The higher spread in 1994 is primarily the result
of declining interest rates in late 1993 and early 1994 which resulted in
lower crediting rates.
Income From Continuing Operations Before Federal Income Tax Expense. Income
from continuing operations before federal income tax expense was $135.4
million in 1996, a 1.2% decrease from 1995. Income from continuing operations
before federal income tax expense decreased 1.4% to $137.0 million in 1995
from $139.0 million in 1994. Narrowing spreads, offset by asset growth, caused
1996 and 1995 earnings to decline from 1994.
Policy Reserves. Fixed annuity policy reserves increased 5.7% to $13.51
billion as of December 31, 1996, from $12.78 billion as of December 31, 1995.
Statutory premiums and deposits of $1.60 billion and interest credited of
$805.0 million were offset by $1.68 billion of withdrawals, annuity benefits
and policy charges. Policy reserves increased 13.6% to $12.78 billion as of
December 31, 1995 from $11.25 billion as of December 31, 1994. Statutory
premiums and deposits were $1.86 billion and $1.31 billion, while interest
credited was $775.7 million and $680.9 million in 1995 and 1994, respectively.
Withdrawals and policy charges were $1.10 billion and $895.0 million in 1995
and 1994, respectively.
Life Insurance
Revenues. Revenues in the Life Insurance segment consist of the life
insurance premiums and policy charges, as well as net investment income. Total
revenues were $435.6 million, $409.1 million and $383.1 million for 1996, 1995
and 1994, respectively. The increases are attributed to increases in life
insurance in-force with the majority of the growth coming from the variable
universal life product.
Income From Continuing Operations Before Federal Income Tax Expense. Income
from continuing operations before federal income tax expense was $67.2 million
in 1996, a 0.6% decrease from $67.6 million for 1995. The decrease is
attributable to the increased amount of amortization of DAC due to increased
volume and higher general expenses due to increased sales offset by an
increase in revenues from the variable universal product. Income from
continuing operations before federal income tax expense increased 27.5% to
$67.6 million in 1995 from $53.0 million in 1994. The increase is due to
growth in insurance in-force, particularly variable universal life, combined
with only minimal increases in expenses.
Life Insurance In-Force. Life insurance in-force was $37.72 billion, $33.41
billion and $30.13 billion as of December 31, 1996, 1995 and 1994,
respectively. Nearly two-thirds of the growth of life insurance in-force is in
variable universal life and term insurance policies.
Corporate and Other
Revenues. Revenues in the Corporate and Other segment consist of net
investment income on invested assets not allocated to the three product
segments, all realized investment gains and losses, investment management fees
and other revenues earned from Nationwide mutual funds other than the portion
allocated to the Variable Annuities and Life Insurance segments, commissions
and other income earned by the marketing and distribution subsidiaries of the
Company and net investment income and policy charges from group annuity
contracts issued to Nationwide Insurance Enterprise employee and agent benefit
plans. Total revenues excluding realized gains and losses were $204.0 million
for 1996, an 8.2% increase from 1995. The increase in 1996 is the result of an
increase in investment income, investment management fees and commissions
earned. Total revenues excluding realized gains and losses were $188.6 million
and $194.9 million in 1995 and 1994, respectively. The decrease is a result of
a reduction of $155.0 million of invested assets discussed below. Effective
December 31, 1994, the Company transferred $155.0 million of invested assets
from the Corporate and Other segment for the purchase of Employers Life.
Realized losses on investments were $0.2 million, $1.7 million and $16.5
million in 1996, 1995 and 1994, respectively.
34
<PAGE>
Income From Continuing Operations Before Federal Income Tax Expense. Income
from continuing operations before federal income tax expense excluding
realized gains and losses was $35.4 million, $27.5 million and $40.3 million
in 1996, 1995 and 1994, respectively. The changes between years are primarily
attributed to the changes in revenues discussed above. Interest expense
related to the Fixed Income Offerings will be recorded in the Corporate and
Other segment which will reduce income before federal income tax expense for
the Corporate and Other segment in periods after the completion of the Fixed
Income Offerings.
INTERCOMPANY AGREEMENTS
The Company has intercompany agreements with affiliates that provide for the
sharing of home office and other facilities, common management and other
services. See "Certain Relationships and Related Transactions--Existing
Arrangements with the Nationwide Insurance Enterprise." The Company does not
believe that expenses recognized under the intercompany agreements are
materially different than expenses that would have been recognized had the
Company operated on a stand-alone basis.
Upon consummation of the Equity Offerings, certain other intercompany
agreements will become effective. See "Certain Relationships and Related
Transactions--New Agreements with the Nationwide Insurance Enterprise." The
Company does not believe its results of operations will be materially
adversely affected as a result of the new agreements.
REINSURANCE
The Company follows the customary industry practice of reinsuring ("ceding")
a portion of its life insurance and annuity risks with other companies in
order to reduce net liability on individual risks, to provide protection
against large losses and to obtain greater diversification of risks. The
ceding of risk does not discharge the original insurer from its primary
obligation to the policyholder. The Company has entered into a reinsurance
contract to cede a portion of its general account individual annuity reserves
to Franklin Life. Total recoveries due from Franklin Life were $240.5 million
and $245.3 million as of December 31, 1996 and 1995, respectively. Under the
terms of the contract, Franklin Life has established a trust as collateral for
the recoveries. The trust assets are invested in investment grade securities,
the market value of which must at all times be greater than or equal to 102%
of the reinsured reserves. The Company has no other material reinsurance
arrangements with unaffiliated reinsurers.
The only material reinsurance agreements which the Company has with
affiliates are the modified coinsurance agreements pursuant to which
Nationwide Life reinsured all of its accident and health and group life
insurance business to Employers Life and Nationwide Mutual. See "Certain
Relationships and Related Transactions--Existing Arrangements with the
Nationwide Insurance Enterprise--Modified Coinsurance Agreements." Nationwide
Life entered into these reinsurance agreements because its accident and health
and group life insurance business was unrelated to the Company's long-term
savings and retirement products. Accordingly, all accident and health and
group life insurance business is accounted for as discontinued operations.
Under the modified coinsurance agreements, invested assets are retained by the
ceding company and investment earnings are paid to the reinsurer. Under the
terms of such agreements, the investment risk is borne by Employers Life or
Nationwide Mutual, as the case may be. The contracts will remain in force
until all policy obligations are settled. However, with respect to the
agreement between Nationwide Life and Nationwide Mutual, either party may
terminate the contract on January 1 of any year with prior notice. The Company
believes that the terms of such modified coinsurance agreements are consistent
in all material respects with what the Company could have obtained with
unaffiliated parties.
Total premiums ceded under the intercompany reinsurance agreements were
$321.6 million during 1996. The effect of the reinsurance agreements was an
increase in the Company's income before federal income tax expense of $4.5
million during 1996. The Company does not expect the intercompany reinsurance
agreements to have any material adverse effect on the Company's future
operations.
35
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company is an insurance holding company whose principal asset is the
common stock of Nationwide Life. The principal sources of funds for the
Company to pay principal, interest, dividends and operating expenses are
dividends from Nationwide Life and other subsidiaries and payments from
Nationwide Life under the Tax Sharing Agreement.
State insurance laws generally restrict the ability of insurance companies
to pay cash dividends in excess of certain prescribed limitations without
prior approval. The ability of Nationwide Life to pay dividends is subject to
restrictions set forth in the insurance laws and regulations of Ohio, its
domiciliary state. The Ohio insurance laws require life insurance companies to
seek prior regulatory approval to pay a dividend or distribution of cash or
other property if the fair market value thereof, together with that of other
dividends or distributions made in the preceding 12 months, exceeds the
greater of (i) 10% of policyholders' surplus as of the prior December 31 or
(ii) the net income of the insurer for the 12-month period ending as of the
prior December 31. The Ohio insurance laws also require insurers to seek prior
regulatory approval for any dividend paid from other than earned surplus. The
payment of dividends by Nationwide Life may also be subject to restrictions
set forth in the insurance laws of New York that limit the amount of statutory
profits on Nationwide Life's participating policies (measured before dividends
to policyholders) that can inure to the benefit of the Company and its
stockholders. The Company currently does not expect such regulatory
requirements to impair its ability to pay operating expenses and dividends in
the future. However, the Company can give no assurance that dividends will be
declared or paid by the Company. See "Dividend Policy."
As a result of the Special Dividend and the dividend by Nationwide Life of
the stock of certain subsidiaries that do not operate in the long-term savings
and retirement market (see "Recent History"), any dividend paid by Nationwide
Life during the 12-month period immediately following the Special Dividend
would be an extraordinary dividend under Ohio insurance laws. Accordingly, no
such dividend could be paid without prior regulatory approval. The Company has
no reason to believe that any reasonably foreseeable dividend to be paid by
Nationwide Life would not receive the required approval. However, in order to
increase liquidity at the holding company level, the Company will retain
approximately $55.0 million from the net proceeds of the Equity Offerings. The
$55.0 million, which will be invested in short-term interest-bearing
securities, will be available initially to pay interest associated with the
Fixed Income Offerings, stockholder dividends, and expenses.
Nationwide Life's statutory capital and surplus was $1.00 billion at
December 31, 1996. The Company will contribute to Nationwide Life all but
approximately $55.0 million of the net proceeds from the Equity Offerings. The
Company believes that after the Special Dividend and the Equity Offerings,
Nationwide Life will have adequate statutory capital and surplus to satisfy
all regulatory requirements and to support its growth over the following year.
In addition, proceeds from the Fixed Income Offerings, which will be
contributed to Nationwide Life, will provide Nationwide Life with additional
capital resources.
Nationwide Life will pay the Special Dividend of $850.0 million prior to the
consummation of the Equity Offerings. Nationwide Life will pay the dividend by
transferring primarily fixed maturity investments with an aggregate market
value on the date of transfer of $850.0 million from the Corporate and Other
segment. The Company may recognize a gain or loss on the transfer of the
securities. The related tax impact of any gain or loss would be recognized but
would not be paid as long as the securities are held by Nationwide Mutual and
the Company remains within the consolidated federal tax return of Nationwide
Mutual.
Nationwide Life's principal sources of funds are premiums and other
considerations paid, contract charges earned, net investment income received
and proceeds from investments called, redeemed or sold. The principal uses of
these funds are the payment of benefits on annuity contracts and life
insurance policies, operating expenses and the purchase of investments. Net
cash provided by operating activities (reflecting principally
36
<PAGE>
(i) premiums and contract charges collected, less (ii) benefits paid on life
insurance products, plus (iii) income collected on invested assets, less (iv)
commissions and other general expenses paid) was $335.0 million, $183.4
million and $76.6 million for the years ended December 31, 1996, 1995 and
1994, respectively. Net cash used by investing activities (principally
reflecting investments purchased less investments called, redeemed or sold)
was $765.9 million, $1.73 billion and $1.27 billion in the years ended
December 31, 1996, 1995 and 1994, respectively.
A primary liquidity concern with respect to life insurance and annuity
products is the risk of early policyholder and contractholder withdrawal. The
Company closely evaluates and manages this risk. The following table
summarizes the Company's annuity policy reserves as of December 31, 1996 and
1995 by the contractholder's ability to withdraw funds.
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, 1996 DECEMBER 31, 1995
----------------- -----------------
POLICY POLICY
RESERVES % RESERVES %
----------------- -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Not subject to discretionary withdrawal.. $ 1,139.5 2.8% $ 1,087.2 3.4%
Subject to discretionary withdrawal with
adjustment:
With market value adjustment........... 35,463.2 86.3 27,312.1 84.8
At contract value, less surrender
charge of 5% or more.................. 1,046.6 2.5 992.1 3.1
---------- ------ ---------- ------
37,649.3 91.6 29,391.4 91.3
Subject to discretionary withdrawal at
contract value with no surrender charge
or surrender charge less than 5%........ 3,443.2 8.4 2,798.7 8.7
---------- ------ ---------- ------
Total annuity policy reserves........ $41,092.5 100.0% $32,190.1 100.0%
========== ====== ========== ======
</TABLE>
Life insurance policies are also subject to withdrawal. However, they are
less susceptible to withdrawal than are annuity contracts because
policyholders must generally undergo a new underwriting process and incur new
policy acquisition costs in order to obtain new life insurance policies.
Nationwide Life's principal sources of liquidity to meet unexpected cash
outflows are its portfolio of liquid assets and its net operating cash flow.
See "Business--Investments."
The short- and long-term liquidity requirements of the Company are monitored
regularly to match cash inflows with cash requirements. The Company
periodically reviews its short- and long-term projected sources and uses of
funds and the asset/liability, investment and cash flow assumptions underlying
these projections. Adjustments are made periodically with respect to the
Company's investment policies to reflect changes in the Company's short- and
long-term cash needs and changing business and economic conditions.
The Company employs an asset/liability management approach tailored to the
specific requirements of each of its product lines. The Company's general
account investment assets are primarily managed in a number of pools that are
separated by weighted average maturity of the assets acquired by the pools. On
bonds and mortgages, the weighted average maturity is based on repayments
which are scheduled to occur under the terms of the asset. For mortgage backed
securities, repayments are determined assuming the rate of repayment of the
underlying pool of mortgages. Each product line has an investment strategy
based on the specific characteristics of such product line. The strategy
establishes asset duration, quality and other guidelines. The Company's
actuaries determine the amount of new investments needed for each line to
arrive at the amount of new investments needed for each pool by month. The
investments acquired for each pool are shared on a proportional basis by each
of the lines requesting investments in the pool based on their actual
investment needs. See "Business--Investments."
For all business having future benefits which cannot be changed at the
option of the policyholder, the underlying assets are managed in a separate
pool. The duration of assets and liabilities in this pool are kept as
37
<PAGE>
close together as possible. For assets, the repayment cash flows, plus
anticipated coupon payments, are used in calculating asset duration. Future
benefits and expenses are used for liabilities. On December 31, 1996, the
average duration of assets in this pool was 6.80 years and the average
duration of the liabilities was 7.44 years.
The Company manages its investment portfolio in part to reduce its exposure
to interest rate fluctuations. In general, the market value of the Company's
fixed maturity portfolio increases or decreases in inverse relationship with
fluctuations in interest rates. For example, if interest rates rise, the
Company's fixed maturity investments will generally decrease in value.
Additionally, the Company's net investment income may be affected by interest
rate changes. If interest rates decline, net investment income will decrease
if high-yielding fixed maturity investments mature or are sold and the
proceeds therefrom are reinvested at a lower rate.
On August 12, 1996, Nationwide Life and Nationwide Mutual entered into a
Credit Facility (the "Credit Facility") which provides for a $600.0 million
loan over a five-year term on a fully revolving basis with a group of banks
led by Morgan Guaranty Trust Company of New York. The Credit Facility provides
for several and not joint liability with respect to any amount drawn by either
Nationwide Life or Nationwide Mutual. To date, neither Nationwide Life nor
Nationwide Mutual has drawn down any amount under the Credit Facility. The
Credit Facility provides for several borrowing options including interest at a
spread over LIBOR, money market auction, CD or base rate. The Credit Facility
also provides covenants, including, but not limited to, restrictions on
decreases in the statutory surplus of Nationwide Mutual below $2.75 billion,
mergers and sales of assets if a default has occurred and is continuing,
transactions with affiliates (which must be on an arm's-length basis on terms
at least as favorable to Nationwide Life or Nationwide Mutual as could have
been obtained from a third party who was not affiliated with Nationwide Life
or Nationwide Mutual) and restrictions on the creation, assumption or
suffering to exist of liens. In addition, the Credit Facility provides for
customary representations, warranties and events of default. Pursuant to the
terms of the Credit Facility, Nationwide Life may not declare or pay a
dividend if it is, or if the payment thereof would cause it to be, in default
under such facility. Events of default under the Credit Facility include,
among others, the failure of Nationwide Mutual and its affiliates to maintain
beneficial ownership of more than 50% of the combined voting power of
Nationwide Life's outstanding voting stock and the failure of Nationwide Life
to maintain statutory surplus in excess of $875.0 million. Amounts borrowed
under the Credit Facility may be used for, among other things, general
corporate purposes.
Given the Company's historic cash flow and current financial results,
management of the Company believes that the cash flow from the operating
activities of the Company over the next year will provide sufficient liquidity
for the operations of the Company, as well as provide sufficient funds to
enable the Company to make dividend payments, as described in "Dividend
Policy," satisfy debt service obligations and pay other operating expenses.
Although the Company currently anticipates that it will be able to make
dividend payments and pay other operating and capital expenses for the
foreseeable future, the Company can give no assurances as to whether the net
cash provided primarily by dividends from Nationwide Life and its other
subsidiaries will provide sufficient funds for the Company to do so.
INFLATION
Many of the Company's assets and liabilities are monetary in nature and
sensitive to the interest rate environment which can be affected by inflation.
The Company is exposed to the risk of a reduction in interest spread or profit
margins when interest rates fluctuate. Bond calls, mortgage prepayments,
contract surrenders and withdrawals of annuities and life insurance policies
are influenced by the interest rate environment. In general, the fair value of
the Company's fixed maturities portfolio increases or decreases inversely with
fluctuations in interest rates, and the Company's investment income increases
or decreases directly with interest rate changes. For example, if interest
rates decline, the Company's fixed maturity investments generally will
increase in fair value, while investment income will decrease as fixed income
investments are sold or mature and proceeds are reinvested at declining rates.
Management attempts to mitigate the negative impact of interest rate changes
through asset/liability management, product design, management of crediting
rates, relatively high surrender charges and management of mortality charges
and dividend scales with respect to its in-force life insurance policies, but
there can be no assurance that such attempts will be completely successful.
Extreme changes in the interest rate environment could cause net interest
margins to fluctuate from historical levels.
38
<PAGE>
BUSINESS
OVERVIEW
The Company is a leading provider of long-term savings and retirement
products to retail and institutional customers throughout the United States.
The Company offers variable annuities, fixed annuities and life insurance as
well as mutual funds and pension products and administrative services. By
developing and offering a wide variety of products, the Company believes that
it has positioned itself to compete effectively in various stock market and
interest rate environments. The Company markets its products through a broad
spectrum of wholesale and retail distribution channels, including financial
planners, pension plan administrators, securities firms, banks and Nationwide
Insurance Enterprise insurance agents.
The Company is one of the leaders in the development and sale of variable
annuities. For the first nine months of 1996, the Company was the third
largest U.S. writer of individual variable annuity contracts based on sales,
according to VARDS. Its principal variable annuity series, The Best of
America, allows the customer to choose from 36 investment options, including
mutual funds managed by such well-known firms as American Century, Dreyfus,
Fidelity, Janus, Neuberger & Berman, Oppenheimer, T. Rowe Price, Templeton,
Vanguard and Warburg Pincus, as well as mutual funds managed by the Company.
The Company has grown substantially in recent years as a result of its long-
term investment in developing the distribution channels necessary to reach its
target customers and the products required to meet the demands of these
customers. The Company believes its growth has been enhanced further by
favorable demographic trends, the growing tendency of Americans to supplement
traditional sources of retirement income with self-directed investments, such
as products offered by the Company, and the performance of the financial
markets, particularly the U.S. stock markets, in recent years. From 1992 to
1996, the Company's assets grew from $20.8 billion to $47.8 billion, a
compound annual growth rate of 23.1%. During the same period, the Company's
net operating income grew from $97.0 million to $211.3 million, a compound
annual growth rate of 21.5%. Asset growth during this period resulted from
sales of the Company's products as well as market appreciation of assets in
the Company's separate accounts and in its general account investment
portfolio. The Company's sales of variable annuities grew from $1.56 billion
in 1992 to $6.50 billion in 1996, a compound annual growth rate of 42.9%. The
Company's separate account assets, which are generated by the sale of variable
annuities and variable universal life insurance, grew from 29.3% of total
assets at December 31, 1992 to 56.4% of total assets at December 31, 1996.
During this period of substantial growth, the Company controlled its operating
expenses by taking advantage of economies of scale and by increasing
productivity through investments in technology. From 1992 to 1996, the
Company's total assets increased by 130.1% while operating expenses increased
by only 55.1%. As a result, its ratio of operating expenses to total assets
fell from 1.10% in 1992 to 0.74% in 1996.
The Company believes that demographic trends and shifts in attitudes toward
retirement savings will continue to support increased consumer demand for its
products. According to U.S. Census Bureau projections, the number of Americans
between the ages of 45 and 64 will grow from 55.7 million in 1996 to 71.1
million in 2005, making this "preretirement" age group the fastest growing
segment of the U.S. population. The Company believes that Americans
increasingly are supplementing traditional sources of retirement income, such
as employer-provided defined benefit plans and Social Security, with self-
directed investments. Reflecting this shift, industry sales of individual
variable annuity products grew from $17.3 billion in 1991 to $51.5 billion in
1995, a compound annual growth rate of 31.4%, according to VARDS. During the
same period, industry individual variable annuity assets grew from $176
billion to $401 billion, a compound annual growth rate of 22.9%, according to
VARDS.
PRODUCT SEGMENTS
The Company has three product segments: Variable Annuities, Fixed Annuities
and Life Insurance. The Variable Annuities segment, which accounted for $90.3
million (or 27.5%) of the Company's operating income
39
<PAGE>
before federal income tax expense for 1996, consists of annuity contracts that
provide the customer with the opportunity to invest in mutual funds managed by
independent investment managers and the Company, with investment returns
accumulating on a tax-deferred basis. The Fixed Annuities segment, which
accounted for $135.4 million (or 41.2%) of the Company's operating income
before federal income tax expense for 1996, consists of annuity contracts that
generate a return for the customer at a specified interest rate, fixed for a
prescribed period, with returns accumulating on a tax-deferred basis. Such
contracts consist of single premium deferred annuities, flexible premium
deferred annuities and single premium immediate annuities. The Fixed Annuities
segment also includes the fixed option under the Company's variable annuity
contracts, which accounted for 70.5% of the Company's fixed annuity policy
reserves as of December 31, 1996. For the year ended December 31, 1996, the
average crediting rate on contracts (including the fixed option under the
Company's variable contracts) in the Fixed Annuities segment was 6.30%.
Substantially all of the Company's crediting rates on its fixed annuity
contracts are guaranteed for a period not exceeding one year. See "--Product
Segments--Fixed Annuities." The Life Insurance segment, which accounted for
$67.2 million (or 20.5%) of the Company's operating income before federal
income tax expense for 1996, consists of insurance products, including
variable life insurance products, that provide a death benefit and may also
allow the customer to build cash value on a tax-deferred basis. In addition,
the Company reports corporate income and expenses not specifically allocated
to its product segments in a Corporate and Other segment, which accounted for
$35.4 million (or 10.7%) of the Company's operating income before federal
income tax expense for 1996. After giving pro forma effect to the Special
Dividend, the Equity Offerings and the Fixed Income Offerings as if each had
been consummated at January 1, 1996, and assuming the aggregate proceeds of
the Equity Offerings and the Fixed Income Offerings had been invested to earn
a return of 7.5%, the Variable Annuities, Fixed Annuities, Life Insurance and
Corporate and Other segments would have represented 30.6%, 46.0%, 22.8% and
0.6%, respectively, of the Company's operating income before federal income
tax expense for 1996. See "Pro Forma Consolidated Financial Data."
Variable Annuities
The Company is one of the leaders in the development and sale of individual
and group variable annuity products. For the first nine months of 1996, the
Company was the third largest U.S. writer of individual variable annuity
contracts based on sales, according to VARDS. The Company believes that
demographic trends and shifts in attitudes toward retirement savings will
continue to support increased consumer demand for its variable annuity
products.
The Company believes that it possesses distinct competitive advantages in
the market for variable annuities. Some of the Company's most important
advantages include its innovative product offerings and strong relationships
with independent, well-known fund managers. For example, the Company's The
Best of America IV and The Best of America--America's Vision individual
variable annuity contracts allow the customer to choose from 36 investment
options, including mutual funds managed by a variety of well-known fund
managers and the Company. In the aggregate, the Company's group variable
annuity products offer over 100 underlying investment options.
The Company markets its variable annuity products through a broad spectrum
of channels, including broker/dealers, financial planners, banks and
Nationwide Insurance Enterprise insurance agents. See "--Marketing and
Distribution." The Company seeks to capture a growing share of variable
annuity sales in these channels by working closely with its investment
managers and product distributors to adapt the Company's products and services
to changes in the retail and institutional marketplace in order to enhance its
leading position in the market for variable annuities. The Company is
following a strategy of extending The Best of America brand name to more of
its products and distribution channels in an effort to build upon its brand
name recognition.
40
<PAGE>
The wide array of investment options available under the Company's variable
annuity contracts include mutual funds managed by the nationally recognized
money managers set forth below:
<TABLE>
<S> <C>
AIM Advisors, Inc. Oppenheimer Management Corporation
American Century Investors Research Phoenix Investment Counsel, Inc.
Corporation
Banc One Investment Advisers Putnam Investment Management, Inc.
Corporation
Capital Research and Management SEI Financial Management Corporation
Company
Davis Selected Advisors, L.P. Smith Barney Advisers, Inc.
Delaware Management Company, Smith Barney Mutual Funds
Inc. Management, Inc.
Evergreen Asset Management Strong Capital Management, Inc.
Corp.
Federated Advisers T. Rowe Price-Flemington
International, Inc.
Fidelity Management & Research Templeton Global Advisors Limited
Company
INVESCO Funds Group, Inc. Templeton Investment Counsel, Inc.
J&W Seligman & Co. Incorporated Tiffany Capital Advisors, Inc. (The
Dreyfus Socially Responsible Growth
Fund, Inc.)
Janus Capital Corporation Van Eck Associates Corporation
Lexington Management Van Kampen American Capital Asset
Corporation Management, Inc.
Massachusetts Financial Service The Vanguard Group, Inc.
Company (MFS(R) Variable
Insurance Trust)
Mellon Equity Associates Warburg Pincus Counsellors, Inc.
(Dreyfus Stock Index Fund,
Inc.)
Miller Anderson & Sherrerd Weiss, Peck & Greer, L.L.C.
Neuberger & Berman Management
Incorporated
</TABLE>
The Company believes that the variable annuity business is attractive because
it generates fee income. In addition, because the investment risk on variable
annuities is borne principally by the customer and not the Company, the
variable annuity business requires significantly less capital support than
fixed annuity and traditional life insurance businesses. The Company receives
income from variable annuity contracts primarily in the form of asset and
administration fees. In addition, most of the Company's variable annuity
products provide for a contingent deferred sales charge, also known as a
"surrender charge" or "back-end load," that is assessed against customer
withdrawals in excess of specified amounts made during a specified period,
usually the first seven years of the contract. Surrender charges are intended
to protect the Company from withdrawals early in the contract period, before
the Company has had the opportunity to recover its sales expenses. Generally,
surrender charges on variable annuity products are 7% of premiums withdrawn
during the first year, scaling ratably to 0% for the eighth year and each year
thereafter.
The Company's variable annuity products consist almost entirely of flexible
premium deferred variable annuity ("FPVA") contracts. FPVA contracts are
distributed through broker/dealers, financial planners, banks, pension plan
administrators and Nationwide Insurance Enterprise insurance agents. Such
contracts are savings vehicles in which the customer makes a single deposit or
a series of deposits. The customer has the flexibility to invest in mutual
funds managed by independent investment managers and the Company. Deposits may
be made at regular or irregular intervals and in regular or irregular amounts.
The value of the annuity fluctuates in accordance with the investment
experience of the mutual funds chosen by the customer. The customer is
permitted to withdraw all or part of the accumulated value of the annuity, less
a surrender charge for withdrawals during an initial penalty period of
generally seven years. As specified in the FPVA contract, the customer
generally can elect from a number of payment options that provide either fixed
or variable benefit payments.
41
<PAGE>
The following table summarizes certain selected unaudited financial data for
the Company's Variable Annuities segment for the periods indicated.
VARIABLE ANNUITIES SELECTED FINANCIAL DATA(1)
<TABLE>
<CAPTION>
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
----------------------------
1996 1995 1994
-------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Policy charges................................... $ 293.5 $ 196.8 $ 137.9
Net investment income and other income(2)........ (8.9) (7.8) (5.2)
-------- -------- --------
Total revenues................................. 284.6 189.0 132.7
-------- -------- --------
Benefits and claims.............................. 4.6 2.9 2.3
Amortization of deferred policy acquisition
costs........................................... 57.4 26.3 22.1
Operating expenses............................... 132.3 109.0 83.7
-------- -------- --------
Total benefits and expenses.................... 194.3 138.2 108.1
-------- -------- --------
Operating income before federal income tax
expense..................................... $ 90.3 $ 50.8 $ 24.6
======== ======== ========
OTHER DATA:
Statutory premiums, deposits and other
considerations(3)............................... $6,500.3 $4,399.3 $3,821.1
Withdrawals...................................... 1,697.3 1,071.6 684.8
Policy reserves at period end.................... 24,278.1 16,761.8 10,751.1
Ratio of policy charges/average policy reserves.. 1.43% 1.44% 1.48%
</TABLE>
- --------
(1) Excludes the fixed option under the Company's variable annuity contracts
which is reported in the Company's Fixed Annuities segment.
(2) The Company's method of allocating net investment income results in a
charge (negative net investment income) to this segment which is
recognized as net investment income in the Corporate and Other segment.
The charge relates to non-invested assets which support this segment on a
statutory basis.
(3) Statutory data have been derived from the Annual and Quarterly Statements
of Nationwide Life, as filed with insurance regulatory authorities and
prepared in accordance with statutory accounting practices.
The Company offers individual variable annuities under The Best of America
brand name. In addition to The Best of America individual variable annuities,
the Company markets employer-sponsored variable annuities to both public
sector employees and teachers for use in connection with plans described under
Sections 457 and 403(b) of the Internal Revenue Code (the "IRC"), and to
private sector employees for use in connection with IRC Section 401(k) plans.
These employer-sponsored variable annuities are marketed under several brand
names, including Group Best of America. The Company also markets variable
annuities as "private label" products. Such products are offered through banks
and are also offered to members of The National Education Association of the
United States (the "NEA") under The NEA Valuebuilder brand name.
The Best of America. The Company's principal FPVA contracts are sold under
the brand names The Best of America--America's Vision and The Best of America
IV. These two brand name variable annuities accounted for $3.50 billion (or
53.8%) of the Company's variable annuity sales in 1996, and $13.97 billion (or
57.5%) of the Company's variable annuity policy reserves as of December 31,
1996. The Company's The Best of America--America's Vision product is intended
to appeal to distributors in the market for large initial deposits. The
contract requires a minimum initial deposit of $15,000. The Company's The Best
of America IV product is intended primarily for the tax-qualified, payroll
deduction market, where initial deposits are often smaller. The Best of
America IV generally pays a lower up-front commission to distributors but
requires only $1,500 as an initial deposit. Both products generate an annual
asset fee and annual administration fees for the Company.
42
<PAGE>
Group Best of America. These group variable annuity products accounted for
$1.62 billion (or 25.0%) of the Company's variable annuity sales in 1996, and
$4.37 billion (or 18.0%) of the Company's variable annuity policy reserves as
of December 31, 1996. Group Best of America products are typically offered
only on a tax-qualified basis. These products may be structured with a variety
of features which may be arranged in over 600 combinations of front-end loads,
back-end loads and asset-based fees.
Section 457 Contracts. These products accounted for $799.3 million (or
12.3%) of the Company's variable annuity sales in 1996, and $4.10 billion (or
16.9%) of the Company's variable annuity policy reserves as of December 31,
1996. The Company offers a variety of group variable annuity contracts that
are designed primarily for use in conjunction with plans described under IRC
Section 457. Section 457 permits employees of state and local governments to
defer a certain portion of their yearly income and invest such income on a
tax-deferred basis. These contracts typically generate an annual asset fee and
may also generate annual administration fees for the Company.
Private Label Variable Annuities. These products accounted for $487.8
million (or 7.5%) of the Company's variable annuity sales in 1996, and $1.65
billion (or 6.8%) of the Company's variable annuity policy reserves as of
December 31, 1996. The Company has developed several private label variable
annuity products in conjunction with other financial intermediaries, including
Bank One, Fidelity Asset Management Corporation and First Union Bank. These
products allow financial intermediaries to market products with substantially
the same features as The Best of America IV to their own customer bases under
their own brand names. The Company believes these private label products
strengthen the Company's ties to certain significant distributors of the
Company's products. These contracts generate an annual asset fee and may also
generate annual administration fees for the Company.
The NEA Valuebuilder. This product accounted for $89.5 million (or 1.4%) of
the Company's variable annuity sales in 1996, and $196.8 million (or 0.8%) of
the Company's variable annuity account balances as of December 31, 1996. The
Company offers individual variable annuity contracts to the Teacher Market
under Section 403(b) of the IRC. Section 403(b) permits teachers and other
employees of educational organizations to defer a certain portion of their
yearly income and invest such income on a tax-deferred basis. These contracts
generate an annual asset fee and may also generate annual administration fees
for the Company.
Fixed Annuities
The Company has sought to maintain its ability to grow profitably in a
variety of market environments. The Company believes that periods of rising
interest rates, that tend to cause lower sales growth in its Variable
Annuities segment, make its fixed annuity products more attractive to
consumers. In addition to providing balance to the Company's variable annuity
business, its fixed annuity business allows the Company to offer a
comprehensive portfolio of savings alternatives to its customers and
distributors as the Company seeks to capture a growing share of sales in all
distribution channels. The Fixed Annuities segment includes the fixed option
under the Company's variable annuity products. Customers who purchase variable
annuities are able to designate some or all of their deposits to fixed options
which, like the Company's fixed annuity contracts, offer a guarantee of
principal and a guaranteed interest rate for a specified period of time. The
Company includes such business in its Fixed Annuities segment because of its
similar characteristics. The fixed option under the Company's variable annuity
products accounted for $1.24 billion (or 77.3%) of the Company's fixed annuity
sales in 1996, and $9.52 billion (or 70.5%) of the Company's fixed annuity
policy reserves as of December 31, 1996.
Fixed annuity products are marketed to individuals who choose to allocate
long-term savings to products that provide a guarantee of principal, a stable
net asset value and a guarantee of the interest rate to be credited to the
principal amount for some period of time. The Company's fixed annuity products
are offered both to individuals and as group products to employers for use in
employee benefit programs. The Company's individual fixed annuity products are
distributed through its wholesale and retail channels and include single
premium deferred annuity contracts, flexible premium deferred annuity
contracts and single premium immediate annuity contracts. The Company's group
fixed annuity contracts are also distributed through its wholesale and retail
43
<PAGE>
channels. The Company invests fixed annuity customer deposits in its general
account investment portfolio. See "--Investments." Unlike variable annuity
assets that are held in the Company's separate account, the Company bears the
investment risk on assets held in its general account. The Company attempts to
earn a spread by investing a customer's deposits for higher yields than the
interest rate it credits to the customer's fixed annuity contract.
For the year ended December 31, 1996, the average crediting rate on
contracts (including the fixed option under the Company's variable contracts)
in the Fixed Annuities segment was 6.30%. Substantially all of the Company's
crediting rates on the Company's fixed annuity contracts are guaranteed for a
period not exceeding one year.
The following table summarizes certain selected unaudited financial data for
the Company's Fixed Annuities segment for the periods indicated.
FIXED ANNUITIES SELECTED FINANCIAL DATA(1)
<TABLE>
<CAPTION>
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1995 1994
--------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Policy charges.......................... $ 18.0 $ 16.4 $ 16.1
Life insurance premiums................. 24.0 32.8 20.1
Net investment income................... 1,050.6 1,002.8 903.7
--------- --------- ---------
Total revenues........................ 1,092.6 1,052.0 939.9
--------- --------- ---------
Benefits and claims..................... 838.5 805.0 702.1
Policyholder dividends.................. 0.3 0.2 (1.0)
Amortization of deferred policy
acquisition costs...................... 38.6 29.5 29.9
Operating expenses...................... 79.8 80.3 69.9
--------- --------- ---------
Total benefits and expenses........... 957.2 915.0 800.9
--------- --------- ---------
Operating income before federal
income tax expense................. $ 135.4 $ 137.0 $ 139.0
========= ========= =========
OTHER DATA:
Statutory premiums, deposits and other
considerations(2)...................... $ 1,600.5 $ 1,864.2 $ 1,308.6
Interest credited....................... 805.0 775.7 680.9
Withdrawals and benefits................ 1,375.4 1,151.6 906.8
Policy reserves at period end........... 13,511.8 12,784.0 11,247.0
Net spread earned (basis points)........ 192 192 212
</TABLE>
- --------
(1) Includes the fixed option under the Company's variable annuity contracts.
(2) Statutory data have been derived from the Annual and Quarterly Statements
of Nationwide Life, as filed with insurance regulatory authorities and
prepared in accordance with statutory accounting practices.
Fixed Option Under Variable Annuity Contracts. Fixed options under variable
annuity contracts accounted for $1.24 billion (or 77.3%) of the Company's
fixed annuity sales in 1996, and $9.52 billion (or 70.5%) of the Company's
fixed annuity policy reserves as of December 31, 1996. Fixed options are
available to customers who purchase certain of the Company's variable
annuities by designation of some or all of their deposits to such options. A
fixed option offers the customer a guarantee of principal and a guaranteed
interest rate for a specified period of time. The Company reports its fixed
option business in its Fixed Annuities segment because the characteristics of
such business are similar to those of its fixed annuity business. Although the
customer may elect, subject to limitations for certain products, to transfer
balances from the fixed option to other investment options, it is the
Company's experience that historically few have made such election.
44
<PAGE>
Single Premium Deferred Annuity ("SPDA") Contracts. SPDA contracts accounted
for $211.0 million (or 13.2%) of the Company's fixed annuity sales in 1996,
and $1.74 billion (or 12.9%) of the Company's fixed annuity policy reserves as
of December 31, 1996. SPDA contracts are distributed through broker/dealers,
financial planners, banks and Nationwide Insurance Enterprise insurance
agents. An SPDA contract is a savings vehicle in which the customer makes a
single deposit with the Company. The Company guarantees the customer's
principal and credits the customer's account with earnings at an interest rate
that is stated and fixed for an initial period, typically at least one year.
Thereafter, the Company resets, typically annually, the interest rate credited
to the contract based upon market and other conditions. After a specified
number of years, the customer may elect to take the proceeds of the annuity as
a single payment or as a specified income for life or for a fixed number of
years. No front-end sales charges are imposed for the Company's SPDA
contracts. All such contracts, however, provide for the imposition of certain
surrender charges, which are assessed against withdrawals in excess of
specified amounts and which occur during the surrender charge period. The
surrender charges are typically set within the range of 7% and 0% and
typically decline from year to year, disappearing after seven contract years.
Flexible Premium Deferred Annuity ("FPDA") Contracts. FPDA contracts
accounted for $96.8 million (or 6.0%) of the Company's fixed annuity sales for
1996, and $1.22 billion (or 9.0%) of the Company's fixed annuity policy
reserves as of December 31, 1996. FPDA contracts are distributed through
broker/dealers, financial planners, banks and Nationwide Insurance Enterprise
insurance agents. FPDA contracts are typically marketed to teachers and
employees of tax-exempt organizations as tax-qualified retirement programs.
Under these contracts, the Company accepts a single deposit or a series of
deposits. Deposits may be paid at intervals which are either regular or
irregular. FPDA contracts contain substantially the same guarantee of
principal and interest rate terms included in the Company's SPDA contracts.
Surrender charges are typically set within the range of 7% and 0% and
typically decline from year to year, disappearing after seven contract years.
Single Premium Immediate Annuity ("SPIA") Contracts. SPIA contracts
accounted for $55.3 million (or 3.5%) of the Company's fixed annuity sales for
1996, and $1.03 billion (or 7.6%) of the Company's fixed annuity policy
reserves as of December 31, 1996. The Company's SPIA contracts are offered
through its retail and wholesale distribution channels and are offered as
either direct purchases or as fixed annuity options under the Company's
various individual and group annuity contracts. An SPIA is an annuity that
requires a one-time deposit in exchange for periodic annuity benefit payments.
SPIA contracts are often purchased by persons at or near retirement age who
desire a steady stream of future income.
The following table sets forth policy reserves as of December 31, 1996 for
the Company's fixed annuity contracts by crediting rates in effect on such
date. Substantially all of the Company's fixed annuity contracts are
guaranteed for a period not exceeding one year.
FIXED ANNUITY POLICY RESERVES BY CREDITING RATES
<TABLE>
<CAPTION>
AMOUNT OF
CREDITING RATES POLICY RESERVES(1)
- --------------- ------------------
(DOLLARS IN
MILLIONS)
<S> <C>
up to 4.75%.................................................. $ 257.0
4.76 to 5.75%................................................ 4,136.2
5.76 to 6.75%................................................ 5,196.3
6.76 to 7.75%................................................ 2,982.0
7.76 to 8.75%................................................ 23.7
8.76 to 9.75%................................................ 5.9
greater than 9.75%........................................... 910.7
---------
Total Policy Reserves...................................... $13,511.8
=========
</TABLE>
- --------
(1) Policy reserves are net of reinsurance of $240.5 million.
45
<PAGE>
Life Insurance
The Company's Life Insurance segment is composed of a wide range of whole
life, universal life, term life and variable universal life products. In
recent years, the Company has placed particular emphasis within this segment
on the sale of variable life insurance products that offer multiple investment
options. From 1992 to 1996, first year premiums related to the Company's
variable universal life insurance products grew from $16.5 million to $140.7
million, a compound annual growth rate of 70.9%. The Company distributes its
variable universal life insurance products through its wholesale distribution
channels as well as through Nationwide Insurance Enterprise insurance agents.
The Company's target markets for its life insurance products include the
holders of personal automobile and homeowners' insurance policies issued by
members of the Nationwide Insurance Enterprise and select customers to whom
the accumulation of cash values is of paramount importance. As of December 31,
1996, approximately 10% of the Nationwide Insurance Enterprise's 7.7 million
property/casualty policyholders also owned at least one of the Company's life
insurance products. The Company distributes its traditional and universal life
insurance products through Nationwide Insurance Enterprise insurance agents.
See "Certain Relationships and Related Transactions--New Agreements with the
Nationwide Insurance Enterprise--Intercompany Agreement--Nationwide Insurance
Enterprise Insurance Agents." During 1996, approximately 24.9% of first year
premiums were provided by Nationwide Insurance Enterprise insurance agents and
approximately 75.1% were provided by the Company's wholesale distribution
channels.
The following table summarizes certain selected unaudited financial data for
the Company's Life Insurance segment for the periods indicated.
LIFE INSURANCE SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1995 1994
--------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Policy charges.................................... $ 86.6 $ 71.3 $ 60.2
Life insurance premiums........................... 174.6 166.3 156.6
Net investment income............................. 174.0 171.3 166.3
Other income...................................... 0.4 0.2 --
--------- --------- ---------
Total revenues.................................. 435.6 409.1 383.1
--------- --------- ---------
Benefits and claims............................... 211.4 202.0 191.0
Policyholder dividends............................ 40.7 39.7 39.8
Amortization of deferred policy acquisition
costs............................................ 37.4 31.0 29.5
Operating expenses................................ 78.9 68.8 69.8
--------- --------- ---------
Total benefits and expenses..................... 368.4 341.5 330.1
--------- --------- ---------
Operating income before federal income tax
expense...................................... $ 67.2 $ 67.6 $ 53.0
========= ========= =========
OTHER DATA:
First year premiums (sales):
Traditional life................................. $ 35.1 $ 31.9 $ 32.1
Universal life/variable universal life........... 149.1 95.4 87.2
Life insurance in force:
Traditional life................................. 19,098.5 17,657.9 16,381.6
Universal life/variable universal life........... 18,621.1 15,748.5 13,745.9
</TABLE>
Traditional Life Insurance Products. The Company offers whole life and term
life insurance. Whole life insurance combines a death benefit with a savings
plan that increases gradually in amount over a period of years. The customer
pays a level premium over the customer's expected lifetime. The customer may
borrow against the savings and also has the option of surrendering the policy
and receiving the accumulated cash value rather
46
<PAGE>
than the death benefit. Term life insurance provides only a death benefit
without any savings component. These traditional life insurance products are
distributed on a retail basis by Nationwide Insurance Enterprise insurance
agents.
Universal Life and Variable Universal Life Insurance Products. The Company
offers universal life and variable universal life insurance products including
both flexible premium and single premium designs. These products provide life
insurance under which the benefits payable upon death or surrender depend upon
the policyholder's account value. Universal life insurance provides whole life
insurance with flexible premiums and adjustable death benefits. For universal
life, the policyholder's account value is credited based on an adjustable rate
of return set by the Company relating to current interest rates. For variable
universal life, the policyholder's account value is credited with the
investment experience of the mutual funds chosen by the customer. The variable
universal life products also typically include a general account guaranteed
interest investment option. All of the Company's variable universal life
insurance products are marketed under the Company's The Best of America--Life
Planning Series brand name and have the same wide range of investment options
as the Company's variable annuity products. These products are distributed on
a retail basis by Nationwide Insurance Enterprise insurance agents as well as
through wholesale distribution channels by broker/dealers, financial planners
and banks.
MARKETING AND DISTRIBUTION
The Company defines wholesale channels of distribution as channels in which
an unaffiliated company, such as a securities broker/dealer, pension plan
administrator, bank or other financial institution, sells the Company's
products to its own customer base. The Company defines retail channels as
those in which the Company's representatives, such as Nationwide Insurance
Enterprise insurance agents, agents of the Company's sales subsidiaries and
affiliates or individual financial planners, market products directly to a
customer base identified by the Company. The Company provides, through both
its retail and wholesale channels, the means for employers sponsoring tax-
favored retirement plans (such as those described in IRC Sections 401(k),
403(b) and 457) to allow their employees to make contributions to such plans
through payroll deductions. Typically, the Company receives the right from an
employer to market products to employees and arrange to deduct periodic
deposits from the employees' regular paychecks. The Company believes that the
payroll deduction market is characterized by more predictable levels of sales
than other markets because these customers are less likely, even in times of
market volatility, to stop making annuity deposits than customers in other
markets. In addition, the Company believes that payroll deduction access to
customers provides significant insulation from competition by providing the
customer with a convenient, planned method of periodic saving. In both the
Pension Market, where the Company's products are distributed primarily on a
wholesale basis, and in the Public Sector and Teacher Markets, where the
Company's products are distributed primarily on a retail basis, payroll
deduction is the primary method used for collecting premiums and deposits.
47
<PAGE>
The following table summarizes certain selected unaudited financial data for
the Company's distribution channels.
STATUTORY PREMIUMS, DEPOSITS AND OTHER CONSIDERATIONS
BY DISTRIBUTION CHANNEL (1)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------
1996 1995 1994
-------------- -------------- --------------
$ % $ % $ %
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Wholesale channels:
Investment dealers.... $3,627.8 40.1% $2,835.4 41.7% $2,279.0 40.7%
Pension market........ 1,911.6 21.1 1,573.7 23.1 1,366.5 24.4
Financial
institutions......... 947.2 10.5 515.4 7.6 324.3 5.8
-------- ----- -------- ----- -------- -----
Total wholesale
channels............ 6,486.6 71.7 4,924.5 72.4 3,969.8 70.9
-------- ----- -------- ----- -------- -----
Retail channels:
Public sector and
teacher markets...... 1,528.0 16.9 1,244.9 18.3 1,104.4 19.8
Nationwide Insurance
Enterprise insurance
agents............... 525.5 5.8 446.5 6.6 376.3 6.7
-------- ----- -------- ----- -------- -----
Total retail
channels............ 2,053.5 22.7 1,691.4 24.9 1,480.7 26.5
-------- ----- -------- ----- -------- -----
Other(2)............... 502.5 5.6 182.1 2.7 148.5 2.6
-------- ----- -------- ----- -------- -----
Total statutory
premiums, deposits
and other
considerations....... $9,042.6 100.0% $6,798.0 100.0% $5,599.0 100.0%
======== ===== ======== ===== ======== =====
</TABLE>
- --------
(1) Statutory data have been derived from the Annual and Quarterly Statements
of Nationwide Life, as filed with insurance regulatory authorities and
prepared in accordance with statutory accounting practices.
(2) Statutory premiums, deposits and other considerations from Nationwide
Insurance Enterprise employee and agent benefit plans.
Wholesale Channels
Investment Dealers. The Company sells individual and group variable
annuities, fixed annuities and variable life insurance through broker/dealers
in all 50 states and the District of Columbia. The Company has access to over
1,000 broker/dealers and over 30,000 registered representatives. Target
markets include retirement planning for individuals, retirement planning for
institutions of higher education and 501(c)(3) hospitals, participant-directed
401(k) plans covering less than 1,000 lives, small business life insurance
(fewer than 500 employees) and IRA rollovers and tax-sheltered annuity
transfers. The Company historically has focused on distributing through mid-
sized regional broker/dealers and financial planning firms. The Company
believes that it has strong broker/dealer relationships based on its diverse
product mix, large selection of fund options and administrative technology. In
addition to such relationships, the Company believes its financial strength
and The Best of America brand name are competitive advantages in this
distribution channel. The Company regularly seeks to add new broker/dealers to
its distribution network.
Pension Market. The Company defines the Pension Market as defined
contribution plans pursuant to Section 401 of the IRC sponsored by employers
as part of employee retirement programs. The Company markets group variable
annuities, group fixed annuities and record-keeping services to these plan
sponsors primarily through over 200 regional pension plan administrators
located in 45 states. The Company targets employers having between 25 and
2,000 employees because it believes that these plan sponsors tend to require
more extensive record-keeping services from pension plan administrators and
therefore tend to become long-term customers. As of December 31, 1996, 401(k)
plans administered by the Company included over 280,000 participants. These
participants generally make deposits through payroll deductions. The Company
believes, based on industry survey data, that it is the third largest
administrator of 401(k) plans based on total number of plans.
48
<PAGE>
Financial Institutions. The Company markets individual variable annuities
(under its brand names and on a private-label basis), individual fixed
annuities and variable universal life insurance through financial
institutions, consisting primarily of banks and their subsidiaries. The
Company seeks to establish marketing relationships with financial institutions
having assets of $500.0 million or more. From January 1, 1991 to December 31,
1996, the number of financial institutions through which the Company
distributes its products increased from 7 to 125. The Company is actively
seeking to increase the number of financial institutions with which it has
distribution arrangements. The Company believes that its expertise in training
financial institution personnel to sell annuities, its breadth of product
offerings, its financial strength and the Nationwide and The Best of America
brand names are competitive advantages in this distribution channel. See
"Certain Relationships and Related Transactions--New Agreement with the
Nationwide Insurance Enterprise--Intercompany Agreement--License to Use
Nationwide Name and Service Marks."
Retail Channels
Public Sector and Teacher Markets. The Company markets various products and
services on a retail basis through several subsidiary sales organizations to
both the Public Sector and Teacher Markets. With respect to the Public Sector
Market, the Company markets group variable annuities and fixed annuities to
state and local governments for use in their IRC Section 457 retirement
programs. Section 457 permits employees of state and local government entities
and certain tax-exempt organizations to defer receipt of up to 33% of their
taxable income, not to exceed $7,500 per year, and have such amounts
accumulate on a tax-deferred basis until received. The Company currently
markets such products to, and administers Section 457 retirement programs for,
approximately 6,000 state and local government entities in 48 states. The
Company believes that its existing relationships with state and local
government entities and the Company's sponsorship by such entities as the
National Association of Counties ("NACO") and The United States Conference of
Mayors ("USCM") provide it with distinct competitive advantages in this
market. NACO sponsorship, which began in 1980 and has been renewed three
times, expires on December 31, 2005, and USCM sponsorship, which began in 1979
and has been renewed twice, expires on December 31, 2004.
With respect to the Teacher Market, the Company has an exclusive contractual
arrangement with the NEA to offer and sell certain products to its 2.2 million
members. Under The NEA Valuebuilder brand name, the Company markets both
qualified and non-qualified (under IRC Section 403(b)) individual variable
annuity contracts. The Company also offers IRAs in this market. The Teacher
Market is primarily serviced by the Company's network of approximately 140
representatives known as Valuebuilder Investment Professionals. As of December
31, 1996, the Company administers plans for over 1,800 school districts in 48
states. Section 403(b) permits teachers and employees of certain tax-exempt
organizations to defer receipt of a portion of their taxable income, not to
exceed $9,500 per year, and invest the amount deferred in tax-deferred annuity
products. The Company's marketing approach to these customers emphasizes
educational seminars and other targeted communication channels such as direct
mail. The NEA exclusive contractual arrangement, which began in 1990,
automatically renewed on July 26, 1995 for an additional 5-year period.
Nationwide Insurance Enterprise Insurance Agents. The Company sells
traditional life, universal life and variable universal life insurance
products and individual annuities through approximately 4,500 licensed
Nationwide Insurance Enterprise insurance agents who primarily target the
holders of personal automobile and homeowners' insurance policies issued by
the Nationwide Insurance Enterprise. As of December 31, 1996, approximately
10% of the Nationwide Insurance Enterprise's 7.7 million property/casualty
policyholders also owned at least one of the Company's life insurance
products. The Nationwide Insurance Enterprise insurance agents sell
exclusively Nationwide Insurance Enterprise products and may not offer
products which compete with those of the Company. See "Certain Relationships
and Related Transactions--New Agreements with Nationwide Insurance
Enterprise--Intercompany Agreement--Nationwide Insurance Enterprise Insurance
Agents."
Mutual Funds
Nationwide Mutual Funds. In addition to including Company-managed mutual
funds among the investment options for its variable products, the Company
markets 10 public, open-end mutual funds through Nationwide
49
<PAGE>
Insurance Enterprise insurance agents and directly to Nationwide Insurance
Enterprise employees and their families. These products employ the existing
investment management, shareholder services, accounting and administrative
capabilities developed by the Company to support its variable annuity
products. As of December 31, 1996, these mutual funds had $6.0 billion of
assets under management, of which $3.9 billion related to variable annuities
and variable life insurance and $2.1 billion related to retail mutual fund
customers.
CORPORATE AND OTHER SEGMENT
The Corporate and Other segment includes net investment income on
investments not allocated to the three product segments; all realized
investment gains and losses; investment management fees, other revenues and
operating expenses of Nationwide mutual funds other than the portion allocated
to the Variable Annuities and Life Insurance segments; commissions and other
income earned by the marketing and distribution subsidiaries of the Company;
and revenues, benefits and expenses associated with group annuity contracts
issued to Nationwide Insurance Enterprise employee and agent benefit plans.
The following table summarizes certain selected unaudited financial data for
the Company's Corporate and Other segment for the periods indicated.
CORPORATE AND OTHER SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
AS OF OR FOR THE
YEAR ENDED DECEMBER 31,
--------------------------
1996 1995 1994
-------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Net investment income........................ $ 154.7 $ 137.6 $ 154.2
Other income................................. 49.3 51.0 40.7
-------- -------- --------
Total revenues............................. 204.0 188.6 194.9
-------- -------- --------
Interest credited............................ 106.1 105.6 97.3
Operating expenses........................... 62.5 55.5 57.3
-------- -------- --------
Total benefits and expenses................ 168.6 161.1 154.6
-------- -------- --------
Operating income before federal income
tax expense(1).......................... $ 35.4 $ 27.5 $ 40.3
======== ======== ========
OTHER DATA(2):
Nationwide mutual fund assets................ $2,136.2 $2,113.9 $1,665.6
</TABLE>
- --------
(1) Excludes realized gains (losses) on investments and discontinued
operations.
(2) Excludes mutual funds selected as investment options under the Company's
variable annuity and variable universal life insurance contracts and
mutual funds selected as investment options under Nationwide Insurance
Enterprise employee and agent benefit plans.
Interest expense related to the Fixed Income Offerings will be recorded in
the Corporate and Other segment which will reduce income before taxes for the
Corporate and Other segment in periods after the completion of the Fixed
Income Offerings.
LIFE INSURANCE UNDERWRITING
Life insurance policies are individually underwritten based on standardized
underwriting guidelines and procedures. After initial processing, each file is
reviewed and additional information (such as medical examinations, doctors'
statements and special medical tests) is obtained to make an underwriting
decision. The Company follows detailed, uniform underwriting procedures
designed to assess and quantify insurance risks before issuing life insurance
policies to individuals.
50
<PAGE>
LIFE INSURANCE AND ANNUITY RESERVES
In accordance with applicable insurance regulations, the Company records in
its statutory financial statements actuarially determined reserves that are
calculated to meet future obligations under outstanding insurance contracts.
The reserves are based on statutorily recognized methods using prescribed
morbidity and mortality tables and interest rates. Reserves include unearned
premiums, premium deposits, claims that have been reported but are not yet
paid, claims that have been incurred but have not been reported and claims in
the process of settlement. The Company's reserves satisfy applicable statutory
requirements.
The reserves reflected in the consolidated financial statements of the
Company are calculated based on GAAP. These reserves are based upon the
Company's best estimates of mortality, persistency, expenses and investment
income with appropriate provisions for adverse statistical deviation and the
use of the net level premium method for all non-interest-sensitive products
and the retrospective deposit method for interest-sensitive products. GAAP
reserves differ from statutory reserves due to the use of different
assumptions regarding mortality and interest rates and the introduction of
lapse assumptions into the GAAP reserve calculation.
REINSURANCE
The Company follows the customary industry practice of reinsuring a portion
of its life insurance and annuity risks with other companies in order to
reduce net liability on individual risks, to provide protection against large
losses and to obtain greater diversification of risks. The maximum amount of
individual ordinary life insurance retained by the Company on any one life is
$500,000. The Company cedes insurance primarily on an automatic basis, under
which risks are ceded to a reinsurer on specific blocks of business where the
underlying risks meet certain predetermined criteria, and on a facultative
basis, under which the reinsurer's prior approval is required for each risk
reinsured. The Company also cedes insurance on a case-by-case basis
particularly where the Company may be writing new risks or is unwilling to
retain the full costs associated with new lines of business. The ceding of
risk does not discharge the original insurer from its primary obligation to
the policyholder. The Company has entered into a reinsurance contract to cede
a portion of its general account individual annuity reserves to Franklin Life.
Total recoveries due from Franklin Life were $240.5 million and $245.3 million
as of December 31, 1996 and 1995, respectively. Under the terms of the
contract, Franklin Life has established a trust as collateral for the
recoveries. The trust assets are invested in investment grade securities, the
market value of which must at all times be greater than or equal to 102% of
the reinsured reserves. The Company has no other material reinsurance
arrangements with unaffiliated reinsurers. The only material reinsurance
agreements the Company has with affiliates are the modified coinsurance
agreements pursuant to which Nationwide Life reinsured all of its accident and
health and group life insurance business to other members of the Nationwide
Insurance Enterprise. See "Certain Relationships and Related Transactions--
Existing Arrangements with Nationwide Insurance Enterprise--Modified
Coinsurance Agreements." Premiums and policy reserves ceded to unaffiliated
reinsurers were 0.3% of statutory premiums and considerations in 1996 and 0.8%
of policy reserves as of December 31, 1996. The Company's principal
unaffiliated reinsurers of individual life insurance and annuity policies at
December 31, 1995 (and their corresponding A.M. Best ratings) were: American
United Life Insurance Company (A+), Reinsurance Group of America (A+), Lincoln
National Life Insurance Company (A+), Franklin Life (A+), and Indianapolis
Life Insurance Company (A+). See "--Ratings."
INVESTMENTS
General
The Company's assets are divided between separate account and general
account assets. As of December 31, 1996, $26.9 billion (or 56%) of the
Company's total assets were held in separate accounts and $20.8 billion (or
44%) were held in the Company's general account, including $18.3 billion of
general account investments. Separate account assets consist primarily of
deposits from the Company's variable annuity business. Most separate account
assets are invested in various mutual fund options available within the
variable annuity products sold by the Company. The investment risk in the
Company's separate account assets is borne by the Company's customers. General
account assets consist mainly of investments generated by premiums on life
insurance
51
<PAGE>
products and deposits in the Company's Fixed Annuities segment. The Company
generates profits on these products, in part, based on the spread between the
yield on general account invested assets and crediting rates on these
products.
The Company's general account investment policies emphasize high credit
quality, diversification across asset classes and individual investment risks,
and a buy and hold strategy. As noted in the table below, the Company's
general account assets are invested primarily in fixed maturity securities and
commercial mortgage loans. The Company has a general policy of diversifying
investments within asset categories. Additionally, the Company's investment
policy provides that fixed maturity investments are limited to purchases of
investment grade securities or unrated securities which, in the opinion of the
Company, should qualify for such rating. The Company monitors its exposure to
individual borrowers, credit risks, industries or property types and
geographic locations. The Company's investments are subject to suitability and
diversification requirements under applicable insurance laws. See "Business--
Regulation." The Investment Committee of the Board of Directors of Nationwide
Life, which is comprised of the Chairman and five outside directors, meets ten
times a year. Such committee approves investment policy and strategy, approves
all mortgage loans and large private placements and reviews and ratifies all
other investments. In relation to the life insurers reporting to the American
Council of Life Insurance ("ACLI"), the Company's general account investment
portfolio has achieved (i) higher net investment yields, (ii) lower bond
default rates and (iii) lower mortgage delinquency rates, in each case in each
of the five years ended December 31, 1995 (with ACLI data not yet available
for the year ended December 31, 1996).
The following table summarizes the Company's consolidated invested assets by
asset category as of December 31, 1996 and December 31, 1995.
CONSOLIDATED INVESTED ASSETS
<TABLE>
<CAPTION>
AS OF DECEMBER 31 1996 AS OF DECEMBER 31, 1995
------------------------- -------------------------
% OF % OF
CARRYING GENERAL ACCOUNT CARRYING GENERAL ACCOUNT
VALUE INVESTED ASSETS VALUE INVESTED ASSETS
--------- --------------- --------- ---------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Fixed maturities(1):
Public.................... $ 8,395.6 45.8% $ 8,609.8 48.3%
Private................... 3,914.9 21.4 3,891.8 21.8
Mortgage loans, net:
Commercial................ 5,269.4 28.8 4,624.3 25.9
Residential............... 2.7 -- 3.1 --
Real estate, net........... 265.8 1.5 229.4 1.3
Policy loans............... 371.8 2.0 336.4 1.9
Equity securities(1)....... 59.1 0.3 37.5 0.2
Other long-term
investments............... 28.7 0.2 62.0 0.4
Short-term investments..... 9.3 -- 42.7 0.2
--------- ----- --------- -----
Total general account
invested assets......... $18,317.3 100.0% $17,837.0 100.0%
========= ===== ========= =====
Total separate account
assets.................. $26,926.7 $18,591.1
========= =========
</TABLE>
- --------
(1) As of December 31, 1996, all fixed maturities and equity securities are
classified as available-for-sale and are carried at fair value.
The Company employs an asset/liability management approach tailored to the
specific requirements of each of its product lines. The Company's general
account investment assets are primarily managed in a number of pools that are
separated by weighted average maturity of the assets acquired by the pools. On
bonds and mortgages, the weighted average maturity is based on repayments
which are scheduled to occur under the terms of the asset. For mortgage backed
securities, repayments are determined assuming the rate of repayment of the
52
<PAGE>
underlying pool of mortgages at the time of determination and the terms of the
particular securities. Each product line has an investment strategy based on
the specific characteristics of such product line. The strategy establishes
asset duration, quality and other guidelines. The Company's actuaries
determine the amount of new investments needed for each line to arrive at the
amount of new investments needed for each pool by month. The investments
acquired for each pool are shared on a proportional basis by each of the lines
requesting investments in the pool based on their actual investment needs.
For all business having future benefits which cannot be changed at the
option of the policyholder, the underlying assets are managed in a separate
pool. The duration of assets and liabilities in this pool are kept as close
together as possible. For assets, the repayment cash flows, plus anticipated
coupon payments, are used in calculating asset duration. Future benefits and
expenses are used for liabilities. On December 31, 1996, the average duration
of assets in this pool was 6.80 years and the average duration of the
liabilities was 7.44 years.
The Company manages its investment portfolio in part to reduce its exposure
to interest rate fluctuations. In general, the market value of the Company's
fixed maturity portfolio increases or decreases in inverse relationship with
fluctuations in interest rates. For example, if interest rates rise, the
Company's fixed maturity investments will generally decrease in value.
Additionally, the Company's net investment income may be affected by interest
rate changes. If interest rates decline, net investment income will decrease
if high-yielding fixed maturity investments mature or are sold and the
proceeds therefrom are reinvested at a lower rate.
The following table summarizes the net investment yield of the Company's
general account invested assets relative to that of the life insurers
reporting to the ACLI.
NET INVESTMENT YIELD
<TABLE>
<CAPTION>
THE BASIS POINT
YEAR COMPANY ACLI(1) DIFFERENCE
- ---- ------- ------- -----------
<S> <C> <C> <C>
1991................................................ 9.34% 9.09% 25
1992................................................ 8.93 8.58 35
1993................................................ 8.57 8.07 50
1994................................................ 8.37 7.63 74
1995................................................ 8.21 7.90 31
1996................................................ 8.00 -- --
</TABLE>
- --------
(1) Source: ACLI Statistical Bulletin #97-1 (January 8, 1997) entitled
"Revised Rate of Investment Income of U.S. Legal Reserve Life Insurance
Companies." ACLI data for the year ended December 31, 1996 are not yet
available.
Fixed Maturity Securities
As of December 31, 1996, general account fixed maturity securities were
$12.3 billion (or 67.2%) of the carrying value of consolidated general account
invested assets. As of such date, public and private fixed maturity securities
constituted $8.4 billion (or 68.3%) and $3.9 billion (or 31.7%), respectively,
of total general account fixed maturity securities. The Company's general
account fixed maturity securities portfolio consists primarily of investment
grade corporate fixed maturity securities, high-quality mortgage-backed
securities and U.S. government and agency obligations.
53
<PAGE>
The following table summarizes the composition of the Company's general
account fixed maturity securities by category as of December 31, 1996.
GENERAL ACCOUNT FIXED MATURITY SECURITIES -- COMPOSITION
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
--------------------------
CARRYING
VALUE % OF TOTAL
------------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
U.S. government/agencies............................ $ 285.0 2.3%
Foreign governments................................. 102.0 0.9
State and political subdivisions.................... 6.6 --
Mortgage-backed securities:
U.S. government/agencies........................... 3,665.3 29.8
Non-government/agencies............................ -- --
Corporate........................................... 8,251.6 67.0
------------- ---------
Total............................................. $ 12,310.5 100.0%
============= =========
</TABLE>
The following table sets forth scheduled maturities for the Company's
general account fixed maturity securities as of December 31, 1996.
GENERAL ACCOUNT FIXED MATURITY SECURITIES -- SCHEDULED MATURITIES (1)
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
--------------------------
CARRYING
VALUE % OF TOTAL
------------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Due in one year or less............................. $ 444.2 3.6%
Due after one year through five years............... 4,059.1 33.0
Due after five years through 10 years............... 2,871.8 23.3
Due after 10 years.................................. 1,270.1 10.3
Mortgage-backed securities.......................... 3,665.3 29.8
------------- ---------
Total fixed maturity securities................... $ 12,310.5 100.0%
============= =========
</TABLE>
- --------
(1) General account fixed maturity securities with call dates are classified
on their earliest call date.
The average duration and average maturity of the Company's general account
fixed maturity securities as of December 31, 1996 were approximately 3.75 and
7.97 years, respectively. As a result, the market value of the Company's
general account investments may fluctuate significantly in response to changes
in interest rates. In addition, the Company may also be likely to experience
investment losses to the extent its liquidity needs require the disposition of
general account fixed maturity securities in unfavorable interest rate
environments.
The Company's portfolio of general account investment grade fixed maturity
securities is diversified by number and type of issuer. As of December 31,
1996, general account investment grade fixed maturity securities included the
securities of over 548 issuers, with no issuer, other than the U.S. government
or its agencies, representing more than 0.6% of the carrying value of general
account investment grade fixed maturity securities. As of December 31, 1996,
one investment with a value of $0.5 million had been restructured and is
currently performing.
Below investment grade fixed maturity securities in the Company's general
account as of December 31, 1996 included the securities of 23 issuers
representing approximately 1.8% of the carrying value of total fixed maturity
securities. The Company's investment policy provides that fixed maturity
investments are limited to purchases of investment grade securities or unrated
securities which, in the opinion of the Company, should
54
<PAGE>
qualify for such rating. All of the below grade fixed maturity securities held
in the Company's general account as of December 31, 1996 were investment grade
securities when purchased by the Company.
The NAIC assigns securities quality ratings and uniform valuations called
"NAIC Designations" which are used by insurers when preparing their annual
statements. The NAIC assigns designations to publicly traded as well as
privately placed securities. The designations assigned by the NAIC range from
class 1 to class 6, with a designation in class 1 being of the highest
quality. Of the Company's general account fixed maturity securities, 98.2% by
the carrying value were in the highest two NAIC Designations as of December
31, 1996.
The following tables set forth an analysis of the credit quality, as
determined by NAIC Designation, of the Company's general account fixed
maturity securities portfolio and general account public fixed maturity
securities portfolio as of December 31, 1996 and December 31, 1995.
GENERAL ACCOUNT FIXED MATURITY SECURITIES -- CREDIT QUALITY
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
-------------------------- --------------------------
NAIC RATING AGENCY CARRYING CARRYING
DESIGNATION(1) EQUIVALENT DESIGNATION(2) VALUE % OF TOTAL VALUE % OF TOTAL
-------------- ------------------------- ------------- ------------ ------------- ------------
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C>
1 Aaa/Aa/A.. $ 8,453.4 68.7% $ 8,659.9 69.3%
2 Baa....... 3,629.9 29.5 3,562.9 28.5
3 Ba........ 166.6 1.3 224.1 1.8
4 B......... 49.7 0.4 44.9 0.4
5 Caa and
lower..... 10.9 0.1 2.8 --
6 In or near
default... -- -- 7.0 --
Redeemable preferred stock and other..... -- -- -- --
------------- --------- ------------- ---------
Total................................. $ 12,310.5 100.0% $ 12,501.6 100.0%
============= ========= ============= =========
</TABLE>
- --------
(1) NAIC Designations are assigned no less frequently than annually. Some
designations for securities shown as of December 31, 1996 have been
assigned to securities not yet assigned an NAIC Designation in a manner
approximating equivalent public rating categories.
(2) Comparisons between NAIC and Moody's designations are published by the
NAIC. In the event no Moody's rating is available, the Company has
assigned internal ratings corresponding to the public rating.
GENERAL ACCOUNT PUBLIC FIXED MATURITY SECURITIES -- CREDIT QUALITY
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
------------------------- -------------------------
NAIC RATING AGENCY CARRYING CARRYING
DESIGNATION(1) EQUIVALENT DESIGNATION(2) VALUE % OF TOTAL VALUE % OF TOTAL
-------------- ------------------------- ------------ ------------ ------------ ------------
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C>
1 Aaa/Aa/A... $ 6,540.4 77.9% $ 6,730.2 78.2%
2 Baa........ 1,776.6 21.2 1,811.0 21.0
3 Ba......... 52.7 0.6 49.0 0.6
4 B.......... 25.9 0.3 19.6 0.2
5 Caa and
lower...... -- -- -- --
6 In or near
default.... -- -- -- --
Redeemable preferred stock and other..... -- -- -- --
------------ ---------- ------------ ----------
Total................................. $ 8,395.6 100.0% $ 8,609.8 100.0%
============ ========== ============ ==========
</TABLE>
- --------
(1) NAIC Designations are assigned no less frequently than annually. Some
designations for securities shown as of December 31, 1996 have been
assigned to securities not yet assigned an NAIC Designation in a manner
approximating equivalent public rating categories.
(2) Comparisons between NAIC and Moody's designations are published by the
NAIC. In the event no Moody's rating is available, the Company has
assigned internal ratings corresponding to the public rating.
55
<PAGE>
The Company invests in private fixed maturity securities because of the (i)
generally higher nominal yield available compared to comparably rated public
fixed maturity securities, (ii) more restrictive financial and business
covenants available in private fixed maturity security loan agreements and
(iii) stronger prepayment protection. Although private fixed maturity
securities are not registered with the Commission and generally are less
liquid than public fixed maturity securities, restrictive financial and
business covenants included in private fixed maturity security loan agreements
generally are designed to compensate for the impact of increased liquidity
risk. A significant majority of the private fixed maturity securities that the
Company holds are participations in issues that are also owned by other
investors. In addition, some of the private fixed maturity securities are
rated by nationally recognized rating agencies and substantially all have been
assigned a rating designation by the NAIC.
The following table sets forth an analysis of the credit quality, as
determined by NAIC Designation, of the Company's general account private fixed
maturity securities portfolio as of December 31, 1996 and December 31, 1995.
GENERAL ACCOUNT PRIVATE FIXED MATURITY SECURITIES -- CREDIT QUALITY
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
------------------------- -------------------------
NAIC RATING AGENCY CARRYING CARRYING
DESIGNATION(1) EQUIVALENT DESIGNATION(2) VALUE % OF TOTAL VALUE % OF TOTAL
-------------- ------------------------- ------------ ------------ ------------ ------------
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C>
1 Aaa/Aa/A... $ 1,913.0 48.9% $ 1,929.7 49.6%
2 Baa........ 1,853.4 47.3 1,751.9 45.0
3 Ba......... 113.9 2.9 175.1 4.5
4 B.......... 23.7 0.6 25.3 0.6
5 Caa and
lower...... 10.9 0.3 2.8 0.1
6 In or near
default.... -- -- 7.0 0.2
Redeemable preferred stock and other..... -- -- -- --
------------ ---------- ------------ ----------
Total................................. $ 3,914.9 100.0% $ 3,891.8 100.0%
============ ========== ============ ==========
</TABLE>
- --------
(1) NAIC Designations are assigned no less frequently than annually. Some
designations for securities shown as of December 31, 1996 have been
assigned to securities not yet assigned an NAIC Designation in a manner
approximating equivalent public rating categories.
(2) Comparisons between NAIC and Moody's designations are published by the
NAIC. In the event no Moody's rating is available, the Company has
assigned internal ratings corresponding to the public rating.
The following table sets forth the bond default rates for the Company and
the life insurers reporting to the ACLI for the periods indicated.
COMPANY AND LIFE INDUSTRY
BOND DEFAULT RATES
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Company................................. 0.00% 0.04% 0.03% 0.01% 0.03%
ACLI.................................... -- 0.09 0.19 0.28 0.60
</TABLE>
- --------
(1) Source: ACLI Statistical Bulletins entitled "Quality Distribution of Bond
Holdings of U.S. Legal Reserve Life Insurance Companies:" Bulletin #'s 96-
2, 95-7, 94-5 and 93-5, dated May 15, 1996, July 24, 1995, July 28, 1994
and August 3, 1993, respectively. ACLI data for the year ended December
31, 1996 are not yet available.
56
<PAGE>
The Company maintains significant general account investments in MBSs. The
Company's general account MBS investments include residential MBSs and
commercial MBSs. As of December 31, 1996, MBSs were $3.67 billion (or 29.8%)
of the carrying value of the general account fixed maturity securities, all of
which were guaranteed by the U.S. government or an agency of the U.S.
government.
The Company believes that general account MBS investments add
diversification, liquidity, credit quality and additional yield to its general
account fixed maturity securities portfolio. The objective of the Company's
general account MBS investments is to provide reasonable cash flow stability
and increased yield. General account MBS investments include CMOs and
mortgage-backed pass-through securities. The Company's general account MBS
investments do not include interest-only securities or principal-only
securities or other MBSs which may exhibit extreme market value volatility.
Prepayment risk is an inherent risk of holding MBSs. However, the degree of
prepayment risk is particular to the type of MBS held. The Company limits its
exposure to prepayments by purchasing less volatile types of MBSs. As of
December 31, 1996, $2.97 billion (or 81.0%) of the carrying value of the
general account MBS portfolio was invested in planned amortization class CMOs
("PACs"). PACs are securities whose cash flows are designed to remain constant
over a variety of mortgage prepayment environments. Other classes in the CMO
security are structured to accept the volatility of mortgage prepayment
changes, thereby insulating the PAC class. Of the remaining general account
MBS portfolio, $2.5 million (or 0.1%) was invested in mortgage-backed pass-
throughs or sequential CMOs. Pass-throughs are securities in which the monthly
cash flows of principal and interest (both scheduled and prepayments)
generated by the underlying mortgages are distributed on a pro rata basis to
the holders of securities. A sequential MBS is structured to divide the CMO
security into sequentially ordered classes. Receipt of principal payments are
made currently on all classes. While these securities are more sensitive to
prepayment risk than PACs, the Company does not consider them highly volatile
securities.
The following table sets forth the distribution by investment type of the
Company's general account MBS portfolio as of December 31, 1996.
GENERAL ACCOUNT MORTGAGE-BACKED SECURITIES -- INVESTMENT TYPE(1)
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
-------------------------
CARRYING
VALUE % OF TOTAL
------------ ------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Accrual............................................... $ 41.4 1.1%
PAC................................................... 2,970.6 81.0
Sequential............................................ 2.5 0.1
Scheduled............................................. 167.2 4.6
TAC................................................... 87.7 2.4
VADM.................................................. 395.9 10.8
------------ ----------
Total............................................... $ 3,665.3 100.0%
============ ==========
</TABLE>
- --------
(1) All general account mortgage-backed securities are agency-backed.
Pursuant to the Company's investment policies, the Company does not invest
in derivative securities other than MBSs.
Mortgage Loans
As of December 31, 1996, general account mortgage loans were $5.3 billion
(or 28.8%) of the carrying value of consolidated general account invested
assets. As of such date, commercial mortgage loans constituted substantially
all (99.9%) of total general account mortgage loans with the remainder being
76 residual residential loans originated prior to 1981 with a principal
balance of $2.7 million. These mortgages, substantially all of
57
<PAGE>
which are made on a non-recourse basis, consist primarily of fixed rate
mortgages on existing income-producing properties. As of December 31, 1996,
there were two second mortgages totaling $2.6 million and no construction
loans, participating or convertible mortgages or land development loans.
Commitments to fund mortgage loans of $327.5 million extending into 1997 were
outstanding as of December 31, 1996.
The following tables set forth the distribution by property type and region
of the Company's commercial mortgages as of December 31, 1996 and December 31,
1995.
GENERAL ACCOUNT COMMERCIAL MORTGAGE
LOAN PORTFOLIO -- PROPERTY TYPE
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
----------------------------- -----------------------------
% OF TOTAL % OF TOTAL
NUMBER PRINCIPAL PRINCIPAL NUMBER PRINCIPAL PRINCIPAL
OF LOANS BALANCE BALANCE OF LOANS BALANCE BALANCE
-------- --------- ---------- -------- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Property Type(1):
Apartment.............. 192 $1,216.0 22.8% 159 $ 995.8 21.3%
Retail................. 426 2,337.6 43.9 396 2,237.3 47.8
Office................. 153 891.0 16.7 131 785.8 16.8
Industrial............. 190 864.3 16.2 159 660.9 14.1
Hotel/motel............ 5 18.6 0.4 2 1.5 --
Other.................. 2 0.3 -- 3 0.9 --
--- -------- ------ --- -------- ------
Total................ 968 $5,327.8 100.0% 850 $4,682.2 100.0%
=== ======== ====== === ======== ======
- --------
(1) As defined by the ACLI.
GENERAL ACCOUNT COMMERCIAL MORTGAGE
LOAN PORTFOLIO -- REGION
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
----------------------------- -----------------------------
% OF TOTAL % OF TOTAL
NUMBER PRINCIPAL PRINCIPAL NUMBER PRINCIPAL PRINCIPAL
OF LOANS BALANCE BALANCE OF LOANS BALANCE BALANCE
-------- --------- ---------- -------- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Region(1):
New England............ 35 $ 238.9 4.5% 30 $ 197.5 4.2%
Middle Atlantic........ 62 362.5 6.8 57 350.0 7.5
East North Central..... 180 1,022.2 19.2 160 930.9 19.9
West North Central..... 33 244.5 4.6 36 262.4 5.6
South Atlantic......... 225 1,103.4 20.7 187 901.4 19.3
East South Central..... 65 319.1 6.0 63 307.1 6.5
West South Central..... 105 725.7 13.6 91 618.4 13.2
Mountain............... 51 247.5 4.6 45 203.8 4.4
Pacific and other...... 212 1,064.0 20.0 181 910.7 19.4
--- -------- ------ --- -------- ------
Total................ 968 $5,327.8 100.0% 850 $4,682.2 100.0%
=== ======== ====== === ======== ======
</TABLE>
- --------
(1) The ACLI defines each of the regions set forth above as follows: (i) New
England includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode
Island and Vermont; (ii) Middle Atlantic includes New York, New Jersey and
Pennsylvania; (iii) East North Central includes Illinois, Indiana,
Michigan, Ohio and Wisconsin; (iv) West North Central includes Iowa,
Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota; (v)
South Atlantic includes Delaware, District of Columbia, Florida, Georgia,
Maryland, North Carolina, South Carolina, Virginia and West Virginia; (vi)
East South Central includes Alabama, Kentucky, Mississippi and Tennessee;
(vii) West South Central includes Arkansas, Louisiana, Oklahoma and Texas;
(viii) Mountain includes Arizona, Colorado, Idaho, Montana, Nevada, New
Mexico, Utah and Wyoming; and (ix) Pacific and other includes Alaska,
California, Hawaii, Oregon, Washington, Puerto Rico, U.S. Territories and
Possessions, Canada and other foreign jurisdictions.
58
<PAGE>
As of December 31, 1996, the Company's largest mortgage loan exposure to any
borrowing group was $95.7 million, or 1.8% of the Company's general account
mortgage portfolio.
The following table sets forth the composition of the Company's general
account commercial mortgage loan portfolio by loan size as of December 31,
1996 and December 31, 1995.
GENERAL ACCOUNT COMMERCIAL MORTGAGE LOAN PORTFOLIO -- LOAN SIZE
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
----------------------------- -----------------------------
% OF TOTAL % OF TOTAL
NUMBER PRINCIPAL PRINCIPAL NUMBER PRINCIPAL PRINCIPAL
SIZE OF LOANS BALANCE BALANCE OF LOANS BALANCE BALANCE
---- -------- --------- ---------- -------- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Under $5 million........ 559 $1,393.4 26.1% 482 $1,195.4 25.5%
$5 million to $9.9
million................ 273 1,911.7 35.9 251 1,771.3 37.9
$10 million to $19.9
million................ 121 1,582.0 29.7 106 1,387.5 29.6
$20 million to $29.9
million................ 10 238.8 4.5 7 168.4 3.6
Over $30 million........ 5 201.9 3.8 4 159.6 3.4
--- -------- ------ --- -------- ------
Total................. 968 $5,327.8 100.0% 850 $4,682.2 100.0%
=== ======== ====== === ======== ======
</TABLE>
The Company's investment policy with regard to the origination of new
mortgage loans involves a review of the economics of the property being
financed, adherence to guidelines that provide for diversification of the
mortgage portfolio by property type and location, a review of industry lending
practices prevailing from time to time and diversification of the Company's
total general account investment portfolio. Guidelines for new mortgage loans
generally require a loan-to-value ratio of not greater than 75% at the time of
origination.
Substantially all of the general account commercial mortgage loans were
originated by the Company and not purchased from third parties. The Company
originates general account commercial mortgage loans through a national
network of mortgage banking correspondent companies which represent the
Company in many of the major metropolitan areas of the United States.
Typically, a correspondent company is an independent business which has a
staff of experienced specialists in property finance who are highly
knowledgeable about the real estate market in the company's local or regional
area. The correspondent company is an expert in the appraisal, underwriting
and servicing of commercial mortgage loans. Typically, the correspondent
company is the Company's one representative through which all mortgage
investment opportunities in the particular market must originate. The
correspondent company presents commercial mortgage loan opportunities to the
Company on property types and with respect to borrowers that meet the
Company's stringent underwriting requirements. After a mortgage loan is made,
the correspondent company services the loans for the Company by, among other
things, collecting all mortgage payments as well as amounts escrowed for the
payment of any taxes and insurance premiums. For its services, the
correspondent company receives from the Company an annual fee generally
ranging between .0625% and .125% of the mortgage balance.
Currently, the Company is represented by 24 correspondent companies that
originate commercial mortgage investment opportunities and service the general
account mortgage loans. In addition, the Company is represented by another 10
companies that service general account mortgage loans but do not originate
mortgage loan investment opportunities.
The general account commercial mortgage loan portfolio includes both
amortizing and balloon loans. The Company defines balloon loans to be
mortgages with periodic installments of principal and interest that do not
fully amortize the loan. The balance is due at a specified date in the future
which represents the end of the loan term.
59
<PAGE>
The following table sets forth the maturity and principal repayment schedule
for the Company's general account mortgage loan portfolio as of December 31,
1996 and December 31, 1995.
GENERAL ACCOUNT MORTGAGE LOAN PORTFOLIO -- SCHEDULED MATURITIES
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
--------------------------------- ---------------------------------
AGGREGATE AGGREGATE
PRINCIPAL BALANCE % OF PRINCIPAL BALANCE % OF
OF MORTGAGE TOTAL PRINCIPAL OF MORTGAGE TOTAL PRINCIPAL
LOANS MATURING BALANCE LOANS MATURING BALANCE
----------------- --------------- ----------------- ---------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
1996.................... $ -- 0.0% $ 254.9 5.4%
1997.................... 162.0 3.0 210.4 4.5
1998.................... 210.2 3.9 230.2 4.9
1999.................... 349.3 6.6 347.3 7.4
2000.................... 519.5 9.7 564.6 12.1
2001.................... 357.1 6.7 367.1 7.8
2002.................... 429.8 8.1 439.1 9.4
2003.................... 490.0 9.2 303.5 6.5
2004.................... 378.5 7.1 369.4 7.9
2005.................... 686.7 12.9 694.6 14.8
2006.................... 453.5 8.5 103.3 2.2
After 2006.............. 1,293.9 24.3 800.9 17.1
-------- ------ -------- ------
$5,330.5 100.0% $4,685.3 100.0%
======== ====== ======== ======
</TABLE>
The Company monitors all of the mortgage loans in its general account
mortgage loan portfolio on an ongoing basis and identifies mortgage loans
that, because of certain objective or subjective characteristics, cause
management to conclude that such loans require additional investigation. Among
criteria that cause a loan to be so identified are (i) borrower bankruptcies,
(ii) bankruptcies of major tenants of mortgaged properties, (iii) requests
from borrowers for loan restructuring or relief, (iv) known or suspected cash
flow deficiencies, (v) lateness of payments, (vi) noncompliance with
covenants, (vii) known or suspected loan-to-value imbalances, (viii) lease
rollovers affecting debt service coverage or property value, (ix) property
vacancy rates, (x) maturing loans identified as potential refinancing risks
and (xi) other subjective factors relating to the borrower or the mortgaged
property.
60
<PAGE>
The Company and the ACLI define problem mortgage loans as loans which are 60
or more days delinquent and/or are in foreclosure. The following tables set
forth as of December 31, 1996 and 1995 the distribution by property type and
region of the Company's commercial mortgage loans that were delinquent or in
the process of foreclosure as compared to the life insurers reporting to the
ACLI.
COMMERCIAL MORTGAGE LOANS DELINQUENT OR IN THE
PROCESS OF FORECLOSURE BY PROPERTY TYPE
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
------------------------------------------- -------------------------------------------
COMPANY ACLI(1) COMPANY ACLI(2)
------------------------------- ----------- ------------------------------- -----------
DELINQUENCY DELINQUENCY DELINQUENCY DELINQUENCY
AND AND AND AND
NUMBER OF PRINCIPAL FORECLOSURE FORECLOSURE NUMBER OF PRINCIPAL FORECLOSURE FORECLOSURE
LOANS BALANCE RATE(3) RATE LOANS BALANCE RATE(3) RATE
--------- --------- ----------- ----------- --------- --------- ----------- -----------
(DOLLARS IN MILLIONS) (DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Property Type(4):
Apartment.............. -- $ -- -- % -- % -- $ -- -- % 0.23%
Retail................. 4 26.3 0.49 -- 5 29.5 0.63 0.43
Office................. 3 15.8 0.30 -- -- -- -- 1.20
Industrial............. -- -- -- -- -- -- -- 0.21
Hotel/motel............ -- -- -- -- -- -- -- 0.14
Mixed Use.............. -- -- -- -- -- -- -- 0.01
Other Commercial
Property.............. -- -- -- -- -- -- -- 0.13
--- ----- ---- --- --- ----- ---- ----
Total.................. 7 $42.1 0.79% -- % 5 $29.5 0.63% 2.35%
=== ===== ==== === === ===== ==== ====
</TABLE>
- --------
(1) ACLI data as of December 31, 1996 are not yet available.
(2) Source: ACLI Investment Bulletin entitled "Quarterly Survey of Mortgage
Loan Delinquencies and Foreclosures," Number 1326, dated February 28,
1996.
(3) Reflects, by individual property types, commercial mortgage loans that are
delinquent 60 days or more or in the process of foreclosure as a
percentage of composite total loans.
(4) As defined by the ACLI.
61
<PAGE>
COMMERCIAL MORTGAGE LOANS DELINQUENT OR IN THE
PROCESS OF FORECLOSURE BY REGION
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996 AS OF DECEMBER 31, 1995
------------------------------------------- -------------------------------------------
COMPANY ACLI(1) COMPANY ACLI(2)
------------------------------- ----------- ------------------------------- -----------
DELINQUENCY DELINQUENCY DELINQUENCY DELINQUENCY
AND AND AND AND
NUMBER OF PRINCIPAL FORECLOSURE FORECLOSURE NUMBER OF PRINCIPAL FORECLOSURE FORECLOSURE
LOANS BALANCE RATE(3) RATE LOANS BALANCE RATE(3) RATE
--------- --------- ----------- ----------- --------- --------- ----------- -----------
(DOLLARS IN MILLIONS) (DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Region(4):
New England............ 2 $14.6 0.27% -- % 2 $14.8 0.32% 0.17%
Middle Atlantic........ 1 10.5 0.20 -- -- -- -- 0.51
East North Central..... 2 9.5 0.18 -- -- -- -- 0.36
West North Central..... -- -- -- -- -- -- -- 0.04
South Atlantic......... 1 3.1 0.06 -- 2 9.1 0.19 0.34
East South Central..... -- -- -- -- -- -- -- 0.05
West South Central..... -- -- -- -- -- -- -- 0.14
Mountain............... -- -- -- -- -- -- -- 0.06
Pacific................ 1 4.4 0.08 -- 1 5.6 0.12 0.60
Other.................. -- -- -- -- -- -- -- 0.08
--- ----- ---- --- --- ----- ---- ----
Total.................. 7 $42.1 0.79% -- % 5 $29.5 0.63% 2.35%
=== ===== ==== === === ===== ==== ====
</TABLE>
- --------
(1) ACLI data as of December 31, 1996 are not yet available.
(2) Source: ACLI Investment Bulletin entitled "Quarterly Survey of Mortgage
Loan Delinquencies and Foreclosures," Number 1326, dated February 28,
1996.
(3) Reflects, by region, commercial mortgage loans that are delinquent 60 days
or more or in the process of foreclosure as a percentage of composite
total loans.
(4) The ACLI defines each of the regions set forth above as follows: (i) New
England includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode
Island and Vermont; (ii) Middle Atlantic includes New York, New Jersey and
Pennsylvania; (iii) East North Central includes Illinois, Indiana,
Michigan, Ohio and Wisconsin; (iv) West North Central includes Iowa,
Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota; (v)
South Atlantic includes Delaware, District of Columbia, Florida, Georgia,
Maryland, North Carolina, South Carolina, Virginia and West Virginia; (vi)
East South Central includes Alabama, Kentucky, Mississippi and Tennessee;
(vii) West South Central includes Arkansas, Louisiana, Oklahoma and Texas;
(viii) Mountain includes Arizona, Colorado, Idaho, Montana, Nevada, New
Mexico, Utah and Wyoming; (ix) Pacific includes Alaska, California,
Hawaii, Oregon and Washington and (x) Other includes Puerto Rico, U.S.
Territories and Possessions, Canada and other foreign jurisdictions.
In certain situations delinquent mortgages may be restructured or modified.
As of December 31, 1996, the amortized cost of restructured mortgages totaled
$57.5 million, as compared with $66.0 million and $77.0 million as of December
31, 1995 and 1994, respectively.
The Company aggressively seeks to manage and resolve its troubled commercial
mortgage loans. Commercial mortgage loans are placed into default by the
Company immediately following the Company failing to receive a payment when
due. With respect to a delinquent mortgage loan, the Company seeks to enforce
the assignment of rents clause in order to gain control of the rental income
from the property shortly following the default in payment. The foreclosure
process with respect to a delinquent mortgage loan is generally initiated by
the Company prior to the second mortgage payment becoming delinquent. Over the
last five years, the Company has recovered approximately 74% of the unpaid
principal of all of its mortgage loans in default.
62
<PAGE>
The following table sets forth the delinquency, foreclosure and restructured
commercial mortgage loan experience for the Company and for the life insurers
reporting to the ACLI for the periods indicated.
THE COMPANY AND LIFE INSURANCE INDUSTRY
PROBLEM LOAN COMPARISON
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1996 DECEMBER 31, 1995 DECEMBER 31, 1994 DECEMBER 31, 1993 DECEMBER 31, 1992
--------------------- ------------------- ------------------- ------------------- -------------------
COMPANY ACLI(1) COMPANY ACLI(2) COMPANY ACLI(2) COMPANY ACLI(2) COMPANY ACLI(2)
---------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Delinquent(3)...... 0.79% --% 0.63% 2.35% 0.48% 3.38% 0.80% 4.54% 1.41% 6.62%
In foreclosure(4).. 0.79 -- 0.63 1.45 0.48 1.80 0.80 2.17 1.41 3.16
Restructured(5).... 1.11 -- 1.48 8.27 1.95 9.58 1.87 9.35 1.25 7.44
---------- -------- -------- --------- -------- --------- -------- --------- -------- ---------
Subtotal.......... 1.90 -- 2.11 10.62 2.43 12.96 2.67 13.89 2.66 14.06
Foreclosed--year to
date.............. 0.35 -- 0.74 1.75 1.18 2.52 1.48 3.21 3.33 3.31
---------- -------- -------- --------- -------- --------- -------- --------- -------- ---------
Total............. 2.25% --% 2.85% 12.37% 3.61% 15.48% 4.15% 17.10% 5.99% 17.37%
========== ======== ======== ========= ======== ========= ======== ========= ======== =========
</TABLE>
- --------
(1) ACLI data for the year ended December 31, 1996 are not yet available.
(2) Source: ACLI Investment Bulletins entitled "Quarterly Survey of Mortgage
Loan Delinquencies and Foreclosures," numbers 1326, 1289, 1253 and 1213,
dated February 28, 1996, March 9, 1995, March 1, 1994 and March 2, 1993,
respectively.
(3) Commercial mortgage loans are classified by the Company and the ACLI as
delinquent when they are 60 days or more past due.
(4) Delinquent includes loans in foreclosure; therefore, subtotal and total
lines exclude "In foreclosure" amounts.
(5) Commercial mortgage loans are classified by the Company and the ACLI as
restructured when they are in good standing, but the basic terms have been
modified as a result of an actual or anticipated delinquency.
The following table shows credit-related realized and unrealized gains and
losses before taxes on the Company's general account commercial mortgage loans
for the periods indicated. Realized losses on general account commercial
mortgage loans are generally a result of delinquent loans 30 days or more past
due. The following table focuses on credit losses and does not reflect gains
from prepayment penalties of $4.5 million, $3.2 million, $6.4 million, $5.2
million and $1.3 million in 1996, 1995, 1994, 1993 and 1992, respectively.
GENERAL ACCOUNT COMMERCIAL MORTGAGE LOAN
CREDIT-RELATED LOSSES
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
------------------------------------
1996 1995 1994 1993 1992
----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
Realized losses......................... $ 4.1 $ 7.1 $ 20.4 $ 28.2 $ 36.1
Unrealized losses....................... -- -- -- -- --
----- ----- ------ ------ ------
Total................................. $ 4.1 $ 7.1 $ 20.4 $ 28.2 $ 36.1
===== ===== ====== ====== ======
Percentage of beginning of year
portfolio.............................. 0.09% 0.17% 0.53% 0.79% 1.12%
</TABLE>
Real Estate
As of December 31, 1996, equity real estate assets were $265.8 million, or
1.5% of the carrying value of general account invested assets. The equity real
estate category consists of retail, office, industrial and other properties.
Retail properties constitute the largest component of the category and are
primarily grocery store- anchored neighborhood shopping centers.
63
<PAGE>
Policy Loans
The Company held $371.8 million of general account policy loans as of
December 31, 1996. Of such policy loans, 56.6% were on traditional life
policies and 43.4% were on universal life policies and annuities. Policy loans
are permitted to the extent of a policy's contractual limits and are
collateralized fully by policy cash values. Loan rates are fixed in the
contracts and range from 5% to 8%. For policies with variable rate provisions,
the loan interest rates were tied to external indices. The weighted average
policy loan interest rate was 7.39% as of December 31, 1996.
Equity Securities
As of December 31, 1996, the Company held general account equity securities
of $59.1 million, or 0.3% of general account consolidated invested assets. The
Company's general account equity security investments consist of a diversified
portfolio primarily of publicly traded common stocks.
Other Long-Term Investments
As of December 31, 1996, other long-term investments were $28.7 million, or
0.2% of the carrying value of general account invested assets. Such
investments primarily consist of joint ventures and limited partnership
interests in real estate.
Short-Term Investments
As of December 31, 1996, short-term investments were $9.3 million, or 0.05%
of the carrying value of general account invested assets. Such short-term
investments comprised cash and cash equivalents. The Company invests in U.S.
Treasury bills, commercial paper and certificates of deposit.
RATINGS
Ratings have become an increasingly important factor in establishing the
competitive position of insurance companies. Ratings are important to
maintaining public confidence in the Company and its ability to market its
annuity and life insurance products. Rating organizations continually review
the financial performance and condition of insurers, including the Company.
Any lowering of the Company's ratings could have a material adverse effect on
the Company's ability to market its products and could increase the surrender
of the Company's annuity products. Both of these consequences could, depending
upon the extent thereof, have a material adverse effect on the Company's
liquidity and, under certain circumstances, net income. Nationwide Life is
rated "A+" (Superior) by A.M. Best, "Aa2" (Excellent) by Moody's and "AA+"
(Excellent) by S&P. Moody's recently confirmed and S&P recently affirmed
Nationwide Life's rating with a negative outlook.
A.M. Best's ratings for insurance companies currently range from "A++" to
"F," and some companies are not rated. A.M. Best publications indicate that
"A++" and "A+" ratings are assigned to those companies that in A.M. Best's
opinion have achieved superior overall performance when compared to the norms
of the life insurance industry and generally have demonstrated a strong
ability to meet their policyholder and other contractual obligations.
Moody's rating for insurance companies currently range from "Aaa" to "Caa."
S&P ratings for insurance companies range from "AAA" to "CCCq." In evaluating
a company's financial and operating performance, Moody's and S&P review its
profitability, leverage and liquidity as well as its book of business, the
adequacy and soundness of its reinsurance, the quality and estimated market
value of its assets, the adequacy of its policy reserves and the experience
and competency of its management.
The foregoing ratings reflect each rating agency's opinion of Nationwide
Life's financial strength, operating performance and ability to meet its
obligations to policyholders and are not evaluations directed toward the
protection of investors. Such factors are of concern to policyholders, agents
and intermediaries. Such ratings should not be relied upon when making a
decision to invest in the Class A Common Stock.
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COMPETITION
The Company competes with a large number of other insurers as well as non-
insurance financial services companies, such as banks, broker/dealers and
mutual funds, some of whom have greater financial resources, offer alternative
products and, with respect to other insurers, have higher ratings than the
Company. The Company believes that competition in the Company's lines of
business is based on price, product features, commission structure, perceived
financial strength, claims-paying ratings, service and name recognition.
National banks, with their preexisting customer bases for financial services
products, may pose increasing competition in the future to insurers who sell
annuities, including the Company, as a result of the U.S. Supreme Court's 1994
decision in NationsBank of North Carolina v. Variable Annuity Life Insurance
Company, which permits national banks to sell annuity products of life
insurance companies in certain circumstances.
Several proposals to repeal or modify the Glass-Steagall Act of 1933, as
amended, and the Bank Holding Company Act of 1956, as amended, have been made
by members of Congress and the Clinton administration. Currently, the Bank
Holding Company Act restricts banks from being affiliated with insurance
companies. None of these proposals has yet been enacted, and it is not
possible to predict whether any of these proposals will be enacted, or if
enacted, their potential effect on the Company.
REGULATION
General Regulation at State Level
As an insurance holding company, the Company is subject to regulation by the
states in which its insurance subsidiaries are domiciled and/or transact
business. Most states have enacted legislation that requires each insurance
holding company and each insurance company in an insurance holding company
system to register with the insurance regulatory authority of the insurance
company's state of domicile and, annually, to furnish financial and other
information concerning the operations of companies within the holding company
system that may materially affect the operations, management or financial
condition of the insurers within such system. The Company is subject to the
insurance holding company laws in Ohio. Under such laws, all transactions
within an insurance holding company system affecting insurers must be fair and
equitable and each insurer's policyholder surplus following any such
transaction must be both reasonable in relation to its outstanding liabilities
and adequate for its needs. The Ohio insurance holding company laws also
require prior notice or regulatory approval of the change of control of an
insurer or its holding company and of material intercorporate transfers of
assets within the holding company structure. Generally, under such laws, a
state insurance authority must approve in advance the direct or indirect
acquisition of 10% or more of the voting securities of an insurance company
domiciled in its state.
In addition, the laws of the various states establish regulatory agencies
with broad administrative powers to approve policy forms, grant and revoke
licenses to transact business, regulate trade practices, license agents,
require statutory financial statements and prescribe the type and amount of
investments permitted. In recent years, a number of life and annuity insurers
have been the subject of regulatory proceedings and litigation relating to
alleged improper life insurance pricing and sales practices. Some of these
insurers have incurred or paid substantial amounts in connection with the
resolution of such matters. In addition, state insurance regulatory
authorities regularly make inquiries, hold investigations and administer
market conduct examinations with respect to insurers' compliance with
applicable insurance laws and regulations. None of the Company's insurance
subsidiaries is the subject of any such investigation by any regulatory
authority or any such market conduct examination in any state at this time.
The Company's subsidiaries continuously monitor sales, marketing and
advertising practices and related activities of their agents and personnel and
provide continuing education and training in an effort to ensure compliance
with applicable insurance laws and regulations.
Insurance companies are required to file detailed annual and quarterly
financial statements with state insurance regulators in each of the states in
which they do business, and their business and accounts are subject to
examination by such agencies at any time. In addition, insurance regulators
periodically examine an insurer's
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financial condition, adherence to statutory accounting practices and
compliance with insurance department rules and regulations. Applicable state
insurance laws, rather than federal bankruptcy laws, apply to the liquidation
or the restructuring of insurance companies.
As part of their routine regulatory oversight process, state insurance
departments conduct detailed examinations periodically (generally once every
three years) of the books, records and accounts of insurance companies
domiciled in their states. Such examinations are generally conducted in
cooperation with the departments of two or three other states under guidelines
promulgated by the NAIC. Nationwide Life's last examination occurred during
1993 for the three-year period ended December 31, 1992. Final reports of these
examinations have been issued by each of the Ohio, California and Delaware
insurance departments, and none of such reports raised any significant issues
or adjustments.
Regulation of Dividends and Other Payments from Insurance Subsidiaries
As an insurance holding company, the Company's ability to meet debt service
obligations and pay operating expenses and dividends depends primarily on the
receipt of sufficient funds from its primary operating subsidiary, Nationwide
Life. The inability of Nationwide Life to pay dividends to the Company in an
amount sufficient to meet debt service obligations and pay operating expenses
and dividends would have a material adverse effect on the Company. The payment
of dividends by Nationwide Life is subject to restrictions set forth in the
insurance laws and regulations of Ohio, its domiciliary state. The Ohio
insurance laws require Ohio-domiciled life insurance companies to seek prior
regulatory approval to pay a dividend or distribution of cash or other
property if the fair market value thereof, together with that of other
dividends or distributions made in the preceding 12 months, exceeds the
greater of (i) 10% of policyholders' surplus as of the prior December 31 or
(ii) the net income of the insurer for the 12-month period ending as of the
prior December 31. The Ohio insurance laws also require insurers to seek prior
regulatory approval for any dividend paid from other than earned surplus.
Earned surplus is defined under the Ohio insurance laws as the amount equal to
the Company's unassigned funds as set forth in its most recent statutory
financial statements, including net unrealized capital gains and losses or
revaluation of assets. Additionally, following any dividend, an insurer's
policyholder surplus must be reasonable in relation to the insurer's
outstanding liabilities and adequate for its financial needs. As a result of
the Special Dividend and the dividend by Nationwide Life of the stock of
certain subsidiaries that do not operate in the long-term savings and
retirement market (see "Recent History"), any dividend paid by Nationwide Life
during the 12-month period immediately following the Special Dividend would be
an extraordinary dividend under Ohio insurance laws. Accordingly, no such
dividend could be paid without prior regulatory approval. The payment of
dividends by Nationwide Life may also be subject to restrictions set forth in
the insurance laws of New York that limit the amount of statutory profits on
Nationwide Life's participating policies (measured before dividends to
policyholders) that can inure to the benefit of the Company and its
stockholders. The Company currently does not expect such regulatory
requirements to impair its ability to pay operating expenses and dividends in
the future.
NAIC IRIS Ratios
In the 1970s, the NAIC developed a set of financial relationships or "tests"
known as the Insurance Regulatory Information System ("IRIS") that was
designed for early identification of companies which may require special
attention by insurance regulatory authorities. There are separate but similar
tests for property/casualty companies and life and health companies. Insurance
companies submit data annually to the NAIC, which in turn analyzes the data by
utilizing, in the case of life insurance companies, 13 ratios, each with
defined "usual ranges." An insurance company may fall out of the usual range
for one or more ratios because of specific transactions that are in themselves
immaterial or eliminated at the consolidated level. Generally, an insurance
company will become subject to regulatory scrutiny if it falls outside the
usual ranges of four or more of the ratios, and regulators may then act, if
the company has insufficient capital, to constrain the company's underwriting
capacity. No ratios for the Company's insurance subsidiaries currently fall
outside the usual range for any of the ratios.
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Risk-Based Capital Requirements
In order to enhance the regulation of insurer solvency, the NAIC has adopted
a model law to implement risk-based capital ("RBC") requirements for life
insurance companies. The requirements are designed to monitor capital adequacy
and to raise the level of protection that statutory surplus provides for
policyholders. The model law measures four major areas of risk facing life
insurers: (i) the risk of loss from asset defaults and asset value
fluctuation; (ii) the risk of loss from adverse mortality and morbidity
experience; (iii) the risk of loss from mismatching of asset and liability
cash flow due to changing interest rates and (iv) business risks. Insurers
having less statutory surplus than required by the RBC model formula will be
subject to varying degrees of regulatory action depending on the level of
capital inadequacy.
The RBC formula provides a mechanism for the calculation of an insurance
company's Authorized Control Level RBC and its total adjusted capital. The
model law sets forth the points at which a superintendent of insurance is
authorized and expected to take regulatory action. The first level is known as
the Company Action Level RBC, which is set at twice the Authorized Control
Level RBC. The second level is the Regulatory Action Level RBC, set at 1.5
times the Authorized Control Level RBC. The third is the Authorized Control
Level RBC, and the fourth is the Mandatory Control Level RBC, set at 70
percent of the Authorized Control Level RBC.
If an insurance company's adjusted capital is higher than the Regulatory
Action Level but below the Company Action Level, the insurance company must
submit to its superintendent of insurance a comprehensive financial plan. If
an insurance company's adjusted capital is higher than the Authorized Control
Level but lower than the Regulatory Action Level, the superintendent of
insurance shall perform such examination or analysis as he or she deems
necessary of the insurer's business and operations and issue any appropriate
corrective orders to address the insurance company's financial problems. If an
insurer's adjusted capital is higher than the Mandatory Control Level but
lower than the Authorized Control Level, the superintendent may place the
insurer under regulatory control. If the insurance company's adjusted capital
falls below the Mandatory Control Level, the superintendent will be required
to place the insurer under regulatory control. Based on the formula adopted by
the NAIC, Nationwide Life exceeded the Company Action Level by a substantial
amount as of December 31, 1995. After giving pro forma effect to the Special
Dividend and the contribution to Nationwide Life by the Company of proceeds
from the Equity Offerings and the Fixed Income Offerings, Nationwide Life
exceeded the Company Action Level by a substantial amount as of December 31,
1996. See "Use of Proceeds," "Recent History" and "The Fixed Income
Offerings."
Assessments Against Insurers
Insurance guaranty association laws exist in all states, the District of
Columbia and Puerto Rico. Insurers doing business in any of these
jurisdictions can be assessed for policyholder losses incurred by insolvent
insurance companies. The amount and timing of any future assessment on the
Company's insurance subsidiaries under these laws cannot be reasonably
estimated and are beyond the control of the Company and its insurance
subsidiaries. Recent regulatory actions against certain large life insurers
encountering financial difficulty have prompted the various state insurance
guaranty associations to begin assessing life insurance companies for the
deemed loss. Most of these laws do provide, however, that an assessment may be
excused or deferred if it would threaten an insurer's solvency and further
provide for annual limits on such assessments. A large part of the assessments
paid by the Company's insurance subsidiaries pursuant to these laws may be
used as credits for a portion of the Company's insurance subsidiaries' premium
taxes. Based on the best information presently available, the Company believes
the total assessments will not be material to its operating results or
financial position. For the years ended December 31, 1996, 1995 and 1994, the
Company paid $4.5 million, $7.5 million and $5.3 million, respectively, in
assessments pursuant to state insurance guaranty association laws.
General Regulation at Federal Level
Although the federal government generally does not directly regulate the
insurance business, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures that
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may significantly affect the insurance business include limitations on
antitrust immunity, minimum solvency requirements and the removal of barriers
restricting banks from engaging in the insurance and mutual fund business.
Securities Laws
Certain of the Company's insurance subsidiaries and certain policies and
contracts offered by them are subject to regulation under the federal
securities laws administered by the Commission and under certain state
securities laws. Certain separate accounts of the Company's insurance
subsidiaries are registered as investment companies under the Investment
Company Act of 1940, as amended (the "Investment Company Act"). Separate
account interests under certain variable annuity contracts and variable
insurance policies issued by the Company's insurance subsidiaries are also
registered under the Securities Act. Certain other subsidiaries of the Company
are registered as broker/dealers under the Exchange Act and are members of,
and subject to regulation by, the National Association of Securities Dealers.
Certain of the Company's subsidiaries are investment advisors registered
under the Investment Advisers Act of 1940, as amended. The investment
companies managed by such subsidiaries are registered with the Commission
under the Investment Company Act and the shares of certain of these entities
are qualified for sale in certain states in the United States and the District
of Columbia. A subsidiary of the Company is registered with the Commission as
a transfer agent. Certain subsidiaries of the Company are also subject to the
Commission's net capital rules.
All aspects of the Company's subsidiaries' investment advisory activities
are subject to various federal and state laws and regulations in jurisdictions
in which they conduct business. These laws and regulations are primarily
intended to benefit investment advisory clients and investment company
shareholders and generally grant supervisory agencies broad administrative
powers, including the power to limit or restrict the carrying on of business
for failure to comply with such laws and regulations. In such event, the
possible sanctions which may be imposed include the suspension of individual
employees, limitations on the activities in which the investment advisor may
engage, suspension or revocation of the investment advisor's registration as
an advisor, censure and fines.
ERISA Considerations
On December 13, 1993, the United States Supreme Court issued its opinion in
John Hancock Mutual Life Insurance Company v. Harris Trust and Savings Bank
holding that certain assets in excess of amounts necessary to satisfy
guaranteed obligations held by John Hancock in its general account under a
participating group annuity contract are "plan assets" and therefore subject
to certain fiduciary obligations under the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), which specify that fiduciaries must perform
their duties solely in the interest of ERISA plan participants and
beneficiaries. The Court limited the imposition of ERISA fiduciary obligations
in these instances to assets in an insurer's general account that were not
reserved to pay benefits of guaranteed benefit policies (i.e., benefits whose
value would not fluctuate in accordance with the insurer's investment
experience). The Secretary of Labor is required to issue proposed regulations
not later than June 30, 1997, providing guidance for the purpose of
determining, in cases where an insurer issues one or more policies backed by
the insurer's general account to or for the benefit of an employee benefit
plan, which assets of the insurer constitute plan assets for purposes of ERISA
and the IRC. Final regulations, after a notice and comment period, must be
issued by December 31, 1997. The regulations will apply only with respect to a
policy issued by an insurer on or before December 31, 1998. In the case of
such a policy, the regulations will take effect at the end of the 18-month
period following the date such regulations become final. Generally, no person
will be liable under ERISA or the IRC for conduct occurring prior to the end
of such 18-month period, where the basis of a claim is that insurance company
general account assets constitute plan assets. New policies issued after
December 31, 1998 which are not guaranteed benefit policies will be subject to
the fiduciary obligations under ERISA.
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The regulations should indicate the requirements that must be met in order
to satisfy ERISA's fiduciary standards. A review of Nationwide Life's
procedures with respect to its general account contracts will be required to
ensure compliance with the regulations.
Potential Tax Legislation
Congress has, from time to time, considered possible legislation that would
eliminate the deferral of taxation on the accretion of value within certain
annuities and life insurance products. The 1994 United States Supreme Court
ruling in NationsBank of North Carolina v. Variable Annuity Life Insurance
Company that annuities are not insurance for purposes of the National Bank Act
may cause Congress to consider legislation that would eliminate such tax
deferral at least for certain annuities. Other possible legislation, including
a simplified "flat tax" income tax structure with an exemption from taxation
for investment income, could also adversely affect purchases of annuities and
life insurance if such legislation were to be enacted. There can be no
assurance as to whether legislation will be enacted which would contain
provisions with possible adverse effects on the Company's annuity and life
insurance products.
PROPERTIES
The Company's principal executive offices are located in Columbus, Ohio. The
Company leases its home office complex, consisting of approximately 512,000
square feet, from Nationwide Mutual and its subsidiaries at One Nationwide
Plaza, Two Nationwide Plaza and Three Nationwide Plaza, Columbus, Ohio. See
"Certain Relationships and Related Transactions."
The Company believes that its present facilities are adequate for the
anticipated needs of the Company.
LEGAL PROCEEDINGS
From time to time the Company is a party to litigation and arbitration
proceedings in the ordinary course of its business. The Company is not a party
to any material pending legal proceedings.
In recent years, life insurance companies, including the Company, have been
named as defendants in lawsuits relating to life insurance pricing and sales
practices. In October 1996, a policyholder of Nationwide Life filed a
complaint in Alabama state court against Nationwide Life and an agent of
Nationwide Life (Wayne M. King v. Nationwide Life Insurance Company and Danny
Nix), alleging, among other things, that Nationwide Life and its agent
fraudulently misrepresented that the dividends on a whole life insurance
policy previously purchased from Nationwide Life would be sufficient to fully
pay the premiums on a new whole life insurance policy with a higher face
value, and seeking unspecified compensatory and punitive damages. Nationwide
Life intends to defend the case vigorously. There can be no assurance that any
future litigation relating to pricing and sales practices will not have a
material adverse effect on the Company.
EMPLOYEES
As of December 31, 1996, the Company had approximately 3,550 employees. None
of the employees of the Company is covered by a collective bargaining
agreement, and the Company believes that its employee relations are
satisfactory.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information regarding the executive officers
and directors of the Company. Of such executive officers, Messrs. Gasper,
Brock, Galloway, Karas, B. Barnes and Easley work exclusively for the Company.
The other executive officers perform duties for the Company and other members
of the Nationwide Insurance Enterprise.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<C> <C> <S>
Dimon Richard McFerson(1)........ 59 Chairman and Chief Executive Officer--
Nationwide Insurance Enterprise and
Director
53 President and Chief Operating Officer
Joseph J. Gasper................. and Director
Galen R. Barnes.................. 49 Executive Vice President
Richard D. Crabtree.............. 56 Executive Vice President
61 Executive Vice President--Law and
Gordon E. McCutchan.............. Corporate Services and Secretary
50 Executive Vice President--Chief
Robert A. Oakley................. Financial Officer
55 Executive Vice President--Chief
Robert J. Woodward, Jr........... Investment Officer
49 Senior Vice President--Company
James E. Brock................... Operations
54 Senior Vice President and General
W. Sidney Druen.................. Counsel
63 Senior Vice President--Chief Actuary--
Harvey S. Galloway, Jr........... Life and Annuities
54 Senior Vice President--Sales--Financial
Richard A. Karas................. Services
Bruce C. Barnes.................. 49 Vice President--Information Systems
Dennis W. Click.................. 58 Vice President and Assistant Secretary
David A. Diamond................. 41 Vice President--Controller
40 Vice President--Marketing and
Matthew S. Easley................ Administrative Services
Mark R. Thresher................. 40 Vice President--Finance and Treasurer
Charles L. Fuellgraf, Jr.(1)(2).. 65 Director
Henry S. Holloway(1)............. 64 Director
Lydia Micheaux Marshall(3)....... 47 Director
Donald L. McWhorter(2)(3)........ 61 Director
David O. Miller(1)(2)............ 58 Director
James F. Patterson(1)............ 54 Director
Arden L. Shisler(1).............. 55 Director
</TABLE>
- --------
(1) Member of Executive Committee.
(2) Member of Compensation Committee.
(3) Member of Audit Committee.
Biographical information for each of the individuals listed in the above
table is set forth below.
DIMON RICHARD MCFERSON has been Chief Executive Officer of the Nationwide
Insurance Enterprise since December 1992. He has been Chairman and Chief
Executive Officer--Nationwide Insurance Enterprise of the Company since
December 1996 and a director of the Company since November 1996. Mr. McFerson
has been a director of Nationwide Life and Nationwide Mutual since April 1988
and Chairman and Chief Executive Officer--Nationwide Insurance Enterprise of
Nationwide Life and Nationwide Mutual since April 1996. Previously he was
elected Chief Executive Officer of Nationwide Life in December 1992, and
President and Chief Executive Officer--Nationwide Insurance Enterprise of
Nationwide Life in December 1993. He was President and General Manager of
Nationwide Mutual from April 1988 to April 1991; President and Chief Operating
Officer of Nationwide Mutual from April 1991 to December 1992; and President
and Chief Executive Officer of Nationwide Mutual from December 1992 to April
1996. Mr. McFerson has been with the Nationwide Insurance Enterprise for 17
years.
JOSEPH J. GASPER has been President and Chief Operating Officer of the
Company since December 1996 and a director of the Company since November 1996.
Mr. Gasper has been President and Chief Operating Officer
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of Nationwide Life since April 1996. Previously, he was Executive Vice
President--Property/Casualty Operations of Nationwide Mutual from April 1995
to April 1996. He was Senior Vice President-- Property/Casualty Operations of
Nationwide Mutual from September 1993 to April 1995. Prior to that time,
Mr. Gasper held numerous positions within the Nationwide Insurance Enterprise.
Mr. Gasper has been with the Nationwide Insurance Enterprise for 30 years.
GALEN R. BARNES has been Executive Vice President of the Company since
December 1996. Mr. Barnes has been President of the Nationwide Insurance
Enterprise since April 1996. Previously, he was President and Chief Operating
Officer of the Wausau Insurance Companies, members of the Nationwide Insurance
Enterprise, from May 1993 to September 1996 and was Senior Vice President of
the Nationwide Insurance Enterprise from May 1993 to April 1996. Prior to that
time, Mr. Barnes held several positions within the Nationwide Insurance
Enterprise. Mr. Barnes has been with the Nationwide Insurance Enterprise for
21 years.
RICHARD D. CRABTREE has been Executive Vice President of the Company since
December 1996. Mr. Crabtree has been a director and President and Chief
Operating Officer of Nationwide Mutual, Nationwide Mutual Fire and Nationwide
Property and Casualty Insurance Company since April 1996. Previously, he was
Executive Vice President--Property/Casualty Operations of the Nationwide
Insurance Enterprise from April 1995 to April 1996. Prior to that time, Mr.
Crabtree held various positions within the Nationwide Insurance Enterprise.
Mr. Crabtree has been with the Nationwide Insurance Enterprise for 31 years.
GORDON E. MCCUTCHAN has been Executive Vice President--Law and Corporate
Services and Secretary of the Company since December 1996. Mr. McCutchan has
been Executive Vice President--Law and Corporate Services and Secretary of the
Nationwide Insurance Enterprise since September 1994. Previously, he was
Executive Vice President, General Counsel and Secretary of the Nationwide
Insurance Enterprise from November 1989 to September 1994. Prior to that time,
Mr. McCutchan held several positions within the Nationwide Insurance
Enterprise. Mr. McCutchan has been with the Nationwide Insurance Enterprise
for 32 years.
ROBERT A. OAKLEY has been Executive Vice President--Chief Financial Officer
of the Company since December 1996. Mr. Oakley has been Executive Vice
President--Chief Financial Officer of the Nationwide Insurance Enterprise
since April 1995. Previously, he was Senior Vice President--Chief Financial
Officer of the Nationwide Insurance Enterprise from October 1993 to April
1995. Prior to that time, Mr. Oakley held several positions within the
Nationwide Insurance Enterprise. Mr. Oakley has been with the Nationwide
Insurance Enterprise for 21 years.
ROBERT J. WOODWARD, JR. has been Executive Vice President--Chief Investment
Officer of the Company since December 1996. Mr. Woodward has been Executive
Vice President--Chief Investment Officer of the Nationwide Insurance
Enterprise since August 1995. Previously, he was Senior Vice President--Fixed
Income Investments of the Nationwide Insurance Enterprise from March 1991 to
August 1995. Prior to that time, Mr. Woodward held several positions within
the Nationwide Insurance Enterprise. Mr. Woodward has been with the Nationwide
Insurance Enterprise for 32 years.
JAMES E. BROCK has been Senior Vice President--Company Operations of the
Company since December 1996. Mr. Brock has been Senior Vice President--Life
Company Operations of Nationwide Life since April 1996. Previously, he was
Senior Vice President--Investment Product Operations of Nationwide Life from
November 1990 to April 1996. Prior to that time, Mr. Brock held several
positions within the Nationwide Insurance Enterprise. Mr. Brock has been with
the Nationwide Insurance Enterprise for 27 years.
W. SIDNEY DRUEN has been Senior Vice President and General Counsel of the
Company since December 1996. Mr. Druen has been Senior Vice President and
General Counsel and Assistant Secretary of the Nationwide Insurance Enterprise
since September 1994. Previously, he was Vice President, Deputy General
Counsel and Assistant Secretary of the Nationwide Insurance Enterprise from
October 1989 to September 1994. Prior to that time, Mr. Druen held several
positions within the Nationwide Insurance Enterprise. Mr. Druen has been with
the Nationwide Insurance Enterprise for 27 years.
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HARVEY S. GALLOWAY, JR. has been Senior Vice President--Chief Actuary--Life
and Annuities of the Company since December 1996. Mr. Galloway has been Senior
Vice President--Chief Actuary--Life, Health and Annuities of the Nationwide
Insurance Enterprise since April 1993. Previously, he was Senior Vice
President and Chief Actuary of the Nationwide Insurance Enterprise from
January 1983 to April 1993. Prior to that time, Mr. Galloway held several
positions within the Nationwide Insurance Enterprise. Mr. Galloway has been
with the Nationwide Insurance Enterprise for 27 years.
RICHARD A. KARAS has been Senior Vice President--Sales--Financial Services
of the Company since December 1996. Mr. Karas has been Senior Vice President--
Sales--Financial Services of the Nationwide Insurance Enterprise since March
1993. Previously, he was Vice President--Sales--Financial Services of the
Nationwide Insurance Enterprise from February 1989 to March 1993. Prior to
that time, Mr. Karas held several positions within the Nationwide Insurance
Enterprise. Mr. Karas has been with the Nationwide Insurance Enterprise for 32
years.
BRUCE C. BARNES has been Vice President--Information Systems of the Company
since February 1997. Mr. Barnes has been Vice President--Life Systems of the
Nationwide Insurance Enterprise since May 1996. Previously, he was Vice
President--Individual Investment Products/Common Systems of the Nationwide
Insurance Enterprise from April 1994 to May 1996 and Associate Vice
President--Individual Investment Products/Common Systems of Nationwide Life
from May 1992 to May 1994. Prior to that time, Mr. Barnes was Vice President--
Information Services of PHP Benefits Systems, Inc. from January 1987 to
January 1992. Mr. Barnes has been with the Nationwide Insurance Enterprise for
5 years.
DENNIS W. CLICK has been Vice President and Assistant Secretary of the
Company since December 1996. Mr. Click has been Vice President and Assistant
Secretary of the Nationwide Insurance Enterprise since August 1994.
Previously, he was Associate Vice President and Assistant Secretary of the
Nationwide Insurance Enterprise from August 1989 to August 1994. Prior to that
time, he held several positions within the Nationwide Insurance Enterprise.
Mr. Click has been with the Nationwide Insurance Enterprise for 36 years.
DAVID A. DIAMOND has been Vice President--Controller of the Company since
December 1996. Mr. Diamond has been Vice President--Enterprise Controller of
Nationwide Insurance Enterprise since August 1996. Previously, he was Vice
President--Controller of Nationwide Life from October 1993 to August 1996.
Prior to that time, Mr. Diamond held several positions within the Nationwide
Insurance Enterprise. Mr. Diamond has been with the Nationwide Insurance
Enterprise for 8 years.
MATTHEW S. EASLEY has been Vice President--Marketing and Administrative
Services of the Company since December 1996. Mr. Easley has been Vice
President--Life Marketing and Administrative Services of the Nationwide
Insurance Enterprise since May 1996. Previously, he was Vice President--
Annuity and Pension Actuarial of the Nationwide Insurance Enterprise from
August 1989 to May 1996. Prior to that time, Mr. Easley held several positions
within the Nationwide Insurance Enterprise. Mr. Easley has been with the
Nationwide Insurance Enterprise for 14 years.
MARK R. THRESHER has been Vice President--Finance and Treasurer of the
Company since February 1997. Mr. Thresher has been Vice President--Controller
of Nationwide Life since August 1996. Previously, he was Vice President and
Treasurer of the Company from November 1996 to February 1997. Prior to that
time, he was Vice President and Treasurer of the Nationwide Insurance
Enterprise from June 1996 to August 1996. Prior to joining the Nationwide
Insurance Enterprise, Mr. Thresher served as a partner with KPMG Peat Marwick
LLP since July 1988.
CHARLES L. FUELLGRAF, JR. has been a director of the Company since November
1996. Mr. Fuellgraf has been Chief Executive Officer of Fuellgraf Electric
Company, an electrical contractor, of Butler, Pennsylvania, and Nashville,
Tennessee, since 1986. He is Chairman of the Board of Nationwide
Communications Inc. and serves on the board of directors of several members of
the Nationwide Insurance Enterprise.
HENRY S. HOLLOWAY has been a director of the Company since November 1996.
Mr. Holloway has been a farm owner and operator in Darlington, Maryland, since
1959. He is Chairman of the Board of Nationwide Life, Nationwide Life and
Annuity Insurance Company and Nationwide Corp. and serves on the board of
directors of several members of the Nationwide Insurance Enterprise. He is
also a director of the National Cooperative Business Association and the
Forest Hill State Bank.
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LYDIA MICHEAUX MARSHALL has been a director of the Company since February
1997. Ms. Marshall has been Executive Vice President, Marketing of the Student
Loan Marketing Association ("Sallie Mae"), in Washington D.C., since November
1993. Previously, she was Senior Vice President, Marketing of Sallie Mae from
January 1991 to November 1993. Prior to that time, Ms. Marshall held several
positions with Sallie Mae. She is Chair of the Board of CARE (Cooperative for
American Relief Everywhere) and a trustee of the Greater Washington Board of
Trade's Greater Washington Initiative.
DONALD L. MCWHORTER has been a director of the Company since February 1997.
Mr. McWhorter retired from Banc One Corporation in April 1995, after serving
as President and Chief Operating Officer of Banc One Corporation since April
1992. Previously, he was Chairman and Chief Executive Officer of Banc One Ohio
from July 1989 to April 1992. Prior to that time, Mr. McWhorter held several
positions with Banc One Corporation.
DAVID O. MILLER has been a director of the Company since November 1996. Mr.
Miller has been a farm owner and land developer since 1962. He is the
President of the Owen Potato Farm Inc., the owner of The Berry Barn and is a
partner of M&M Enterprises in Licking County, Ohio. He is Chairman of the
Board of the Wausau Insurance Companies and serves on the board of directors
of several members of the Nationwide Insurance Enterprise. He is also a
director of the National Cooperative Business Association.
JAMES F. PATTERSON has been a director of the Company since November 1996.
Mr. Patterson has operated the Patterson Fruit Farm in Chesterland, Ohio,
since 1964 and has been the President of Patterson Farms, Inc. since December
1991. He is Chairman of the Board of Nationwide Mutual Fire Insurance Company
and serves on the board of directors of several members of the Nationwide
Insurance Enterprise. He is also a trustee of The Ohio State University and
serves on the board of directors of the University Hospitals Health System in
Cleveland, Ohio, and Geauga Hospital, Inc. in Chardon, Ohio.
ARDEN L. SHISLER has been a director of the Company since November 1996. Mr.
Shisler has been President and Chief Executive Officer of K & B Transport,
Inc., a trucking firm in Dalton, Ohio, since January 1992. Previously, he was
Chief Operating Officer of K & B Transport, Inc. from April 1986 to January
1992. Prior to that time, Mr. Shisler held several positions with K & B
Transport, Inc. He is Chairman of the Board of Nationwide Mutual Insurance
Company and serves on the board of directors of several members of the
Nationwide Insurance Enterprise. He is also a director of the National
Cooperative Business Association.
The Company's Board of Directors currently consists of nine directors,
divided into three classes. The initial term of the first class will expire at
the annual meeting of stockholders to be held in 1998, the initial term of the
second class will expire at the annual meeting of stockholders in 1999 and the
initial term of the third class will expire at the annual meeting of
stockholders in 2000. Messrs. Patterson and Holloway are members of the first
class, Messrs. Fuellgraf, McFerson, McWhorter and Shisler are members of the
second class and Messrs. Gasper and Miller and Ms. Marshall are members of the
third class. At each annual meeting of stockholders, directors will be elected
for a three-year term to succeed the directors whose terms are then to expire.
The Company currently anticipates that prior to the consummation of the Equity
Offerings it will add at least one additional director who will not be an
officer, director or employee of any member of the Nationwide Insurance
Enterprise other than a director of the Company. Such director will be a
member of the first class. Officers of the Company are elected annually and
serve until their retirement, resignation or removal.
The Company's Board of Directors has an Audit Committee currently consisting
of two directors, neither of whom is an officer or employee of the Company.
Ms. Marshall and Mr. McWhorter are the members of such committee. The Audit
Committee recommends to the Board of Directors the selection of independent
certified public accountants to audit annually the books and records of the
Company, reviews the activities and the reports of the independent certified
public accountants and reports the results of such review to the Board of
Directors. The Audit Committee also considers the adequacy of the Company's
internal controls and internal auditing methods and procedures. The Board of
Directors has a Compensation Committee currently consisting of three
directors, none of whom is an officer or employee of the Company, which, as
authorized by the Board of Directors, makes determinations with respect to
non-cash compensation to officers, directors and employees of
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the Company, including grants, options and awards under the Company's 1996
Long-Term Equity Compensation Plan. Messrs. Fuellgraf, McWhorter and Miller
are the members of such committee. The Board of Directors has an Executive
Committee currently consisting of six directors, which, to the extent
authorized by the Board of Directors, exercises all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Company. Messrs. Fuellgraf, Holloway, McFerson, Miller, Paterson and Shisler
are the members of such committee.
DIRECTOR COMPENSATION
Directors of the Company who are not employees of the Company or its
affiliates will receive an annual retainer of $50,000. Pursuant to the
Nationwide Financial Services, Inc. Stock Retainer Plan for Non-Employee
Directors, the annual retainer will be paid (i) $25,000 in cash and (ii) in
shares of Class A Common Stock having an aggregate market value of $25,000 as
of the date of payment. In addition, the Company will reimburse directors for
reasonable travel expenses incurred in attending meetings of the Board of
Directors and committees thereof.
In addition, directors of the Company who are not employees of the Company
or its affiliates also receive compensation for service on the boards of
directors of Nationwide Life and Nationwide Life and Annuity Insurance
Company. For the fiscal year ended December 31, 1996, Messrs. Fuellgraf,
Holloway, Miller, Patterson and Shisler received $8,820, $14,059, $13,783,
$10,949 and $13,621, respectively, for service to such companies.
Directors' Deferred Compensation Program
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain a deferred compensation program applicable to
nonemployee members of their boards of directors (the "Directors' Deferred
Compensation Program"). Each director who has been elected to the board of
directors at least twice and has served for at least 3 years on the board of
directors of a participating company is entitled to monthly payments,
following termination of his or her service on the board of directors, of a
monthly amount equal to the monthly director's fee being received by that
director at the time of his or her retirement from the board of directors. The
number of monthly payments will equal the number of months the individual
served on the board of directors (other than months in which he or she was
also a salaried officer of the participating company). Messrs. Fuellgraf,
Holloway, Miller, Patterson and Shisler, the nonemployee members of the Board
of Directors of the Company, are also nonemployee members of the board of
directors of Nationwide Life.
Directors' Stock Retainer Plan
The Company has established the Nationwide Financial Services, Inc. Stock
Retainer Plan for Non-Employee Directors. As a means of solidifying the common
interests of the Company and its directors, pursuant to such plan, each
director of the Company will be paid half of the annual retainer fee in cash
and the other half in the form of shares of Class A Common Stock having an
equivalent fair market value as of the date of payment.
EXECUTIVE COMPENSATION
The Company was incorporated in November 1996. Pursuant to a cost sharing
agreement, the salaries and benefits of certain of the officers and employees
of the Company and its subsidiaries, including the Named Executive Officers
(as defined below), will be paid by Nationwide Mutual and reimbursed in
accordance with the terms of such agreement. See "Certain Relations and
Related Transactions--Existing Arrangements with the Nationwide Insurance
Enterprise--Cost Sharing Agreement."
The following summary compensation table sets forth information regarding
the compensation of the Chief Executive Officer and the other five most highly
compensated executive officers of the Company (collectively, the "Named
Executive Officers") for the fiscal year ended December 31, 1996 solely for
services rendered to the Company and its subsidiaries.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------- ------------
OTHER ANNUAL LTIP ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION PAYOUTS COMPENSATION
- --------------------------- -------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Dimon Richard
McFerson(1)............. $324,790 $80,058(2) $ -- (3) $149,803(4) $13,363(5)
Chairman and Chief
Executive
Officer--Nationwide
Insurance Enterprise
Joseph J. Gasper(6)...... 232,959 -- (2) -- (3) -- (4) 10,650(5)
President and Chief
Operating Officer
Harvey S. Galloway, Jr... 247,520 69,901(2) -- (3) 74,100(4) 11,973(5)
Senior Vice President--
Chief Actuary--Life and
Annuities
Robert J. Woodward,
Jr.(1).................. 222,784 59,399(2) -- (3) 64,698(4) 10,610(5)
Executive Vice
President--Chief
Investment Officer
James E. Brock........... 217,520 59,620(2) -- (3) 65,100(4) 10,492(5)
Senior Vice President--
Company Operations
Richard A. Karas......... 216,905 52,312(2) -- (3) 57,750(4) 10,059(5)
Senior Vice President--
Sales--Financial Serv-
ices
</TABLE>
- --------
(1) Figures in the table represent compensation received by such person for
his services rendered to the Company and its subsidiaries as allocated
pursuant to a cost sharing agreement. See "Certain Relationships and
Related Transactions--Existing Arrangements with the Nationwide Insurance
Enterprise--Cost Sharing Agreement."
(2) Represents the amount received by the Named Executive Officer under the
Management Incentive Plan in 1996 for the 1995 award year. See "--
Incentive Plans--Management Incentive Plan." Payout under such plan for
the 1996 award year is not available as of the date of this Prospectus.
(3) Aggregate perquisites and other personal benefits are less than the lower
of $50,000 or 10% of combined salary and bonus.
(4) Represents the amount received by the Named Executive Officer under the
Executive Incentive Plan in 1996 for the award period 1993 to 1995. See
"--Incentive Plans--Executive Incentive Plan." No payouts were made in
1996 under the Sustained Performance Incentive Plan. See "--Incentive
Plans--Sustained Performance Incentive Plan."
(5) Represents contributions made or credited by the Company in 1996 under the
Savings Plan (as defined herein) and the DC Supplemental Plan (as defined
herein). See "--Savings Plans."
(6) Represents compensation received by Mr. Gasper solely for his services
rendered to the Company in 1996 as allocated pursuant to a cost sharing
agreement. Prior to April 1996, Mr. Gasper was the Executive Vice
President--Property/Casualty Operations of Nationwide Mutual and received
compensation from Nationwide Mutual and its property/casualty insurance
subsidiaries for services rendered to such companies. Such compensation is
not reflected in the table.
INCENTIVE PLANS
Sustained Performance Incentive Plan
Prior to 1997, Nationwide Mutual and certain of its subsidiaries and
affiliates, including Nationwide Life, maintained the Sustained Performance
Incentive Plan (the "SPIP"). Under the SPIP, payments were made to the Named
Executive Officers and other senior officers of the participating companies in
each odd numbered
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calendar year based on the achievement of measures tied to the performance of
the Nationwide Insurance Enterprise over the preceding four years. Performance
measures were based on profitability, growth and strategic objectives for the
Nationwide Insurance Enterprise which were established in advance by the
boards of directors of the participating companies. Under the SPIP,
participants were granted target incentive amounts that represented a
percentage (10% to 20% depending on the participant's position within the
participating company) of the sum of the participant's base salary for the
last two years of the performance cycle. The actual amount received by the
participant ranged from zero to twice the target incentive amount, depending
solely on the achievement of the performance measures.
Nationwide Mutual and the participating subsidiaries and affiliates
terminated the SPIP at the close of calendar year 1996. If a payment under the
SPIP is made in 1997, covering performance measured for the period from 1993
to 1996, such payment will be made in cash as provided in the SPIP. To
facilitate the termination of the SPIP, the performance measurement period for
1995 to 1998 was closed at the end of calendar 1996. If a payment under the
SPIP is made in 1997, covering the performance measurement period which would
have ended in 1998, such payment will be made in restricted stock of the
Company, equal in value at the time of the payment to the cash payment it is
replacing.
Executive Incentive Plan
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain the Executive Incentive Plan (the "EIP"). Under the
EIP, annual payments are made to the Named Executive Officers and certain
other officers of the participating companies based on the achievement of
measures tied to the performance of the Nationwide Insurance Enterprise and
the relevant operating company over the preceding three years. Performance
measures are based on profitability and growth objectives which are
established in advance by the Board of Directors of the participating company.
Under the EIP, the participant will be granted a target incentive amount that
represents a percentage (from 5% to 25% depending on the participant's
position within the participating company) of the participant's base salary.
The actual amount received by the participant will range from zero to twice
the target incentive amount, depending solely on the achievement of the
performance measures.
Management Incentive Plan
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain the Management Incentive Plan (the "MIP"). Under the
MIP, annual payments are made to the Named Executive Officers and certain
other management employees of the participating companies based on the
achievement of measures tied to the performance of the Nationwide Insurance
Enterprise, the relevant operating company, the relevant business unit and the
individual participant over the preceding year. Performance measures are based
on profitability, growth, expense management and key strategic objectives
which are established in advance. Under the MIP, the participant will be
granted a target incentive amount that represents a percentage (from 5% to 15%
depending on the participant's position within the participating company) of
the participant's base salary. The actual amount received by the participant
under the MIP will range from zero to twice the target incentive amount,
depending solely on the achievement of the performance measures.
PENSION PLANS
Retirement Plan
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain a qualified defined benefit plan, the Nationwide
Insurance Enterprise Retirement Plan (the "Retirement Plan"). In general, a
participant's annual retirement benefit under the Retirement Plan will be
equal to the sum of (i) 1.25% of the participant's Final Average Compensation
times years of service (to a maximum of 35 years) and (ii) 0.50% of the
participant's Final Average Compensation in excess of Social Security Covered
Compensation times years of service (to a maximum of 35 years). Final Average
Compensation, for the portion of the participant's benefit which is
attributable to service on or after January 1, 1996, is the average of the
highest five
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<PAGE>
consecutive covered compensation amounts of the participant in the
participant's last 10 years of service. For the portion of a participant's
benefit attributable to service prior to January 1, 1996, Final Average
Compensation is the average of the highest 3 consecutive covered compensation
amounts of the participant in the participant's last 10 years of service.
Covered compensation, for purposes of determining Final Average Compensation
under either method, is calculated on a calendar year basis and includes
compensation from any member of the Nationwide Insurance Enterprise. With
respect to Messrs. Gasper, Galloway, Brock and Karas, because each such
officer's compensation is allocated solely to the Company and its
subsidiaries, covered compensation includes the compensation listed under the
headings Salary, Bonus and LTIP Payouts and a portion of the compensation that
is included under the heading Other Annual Compensation shown in the Summary
Compensation Table. Covered compensation for Messrs. McFerson and Woodward
includes the amounts set forth under such headings and additional compensation
amounts received for services rendered to other members of the Nationwide
Insurance Enterprise. Social Security Covered Compensation means the average
of the social security wage bases in effect during the 35 year period ending
with the last day of the year the participant attains social security
retirement age. The portion of a participant's benefit attributable to years
of service credited prior to 1996 is also subject to post-retirement increases
following the commencement of benefits or the participant's attainment of age
65, whichever is later.
A participant becomes fully vested after the completion of five years of
vesting service. The Retirement Plan generally provides for payments to or on
behalf of each vested participant upon such participant's retirement on his or
her normal retirement date or later, although provision is made for payment of
early retirement benefits on a reduced basis commencing at age 55 for those
participants with 15 or more years of vesting service or at age 62 for those
with 5 or more years of vesting service. The normal retirement date under the
Retirement Plan is the later of the date the participant attains age 65 or
completes five years of vesting service. Death benefits are payable to a
participant's spouse or, under certain circumstances, the named beneficiary,
of a participant who dies with a vested benefit under the Retirement Plan or
while an employee. The Retirement Plan also provides for the funding of
retiree medical benefits under Section 401(h) of the IRC.
Excess and Supplemental Plans
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain an unfunded, nonqualified defined benefit excess
benefit plan, the Nationwide Insurance Enterprise Excess Benefit Plan (the
"Excess Plan") and an unfunded, nonqualified defined benefit supplemental
benefit plan pursuant to which certain participants may receive a supplemental
retirement benefit, the Nationwide Insurance Enterprise Supplemental
Retirement Plan (the "Supplemental Plan"). Any participant whose benefits are
limited under the Retirement Plan by reason of limitations under Section 415
of the IRC on the maximum benefit that may be paid under the Retirement Plan
will receive, under the Excess Plan, that portion of the benefit that he or
she would have been entitled to receive under the Retirement Plan in the
absence of such limitations. Officers who earn in excess of $160,000 annually,
have at least 5 years of vesting service and whose benefits under the
Retirement Plan are limited by reason of other certain limitations under the
IRC, may receive benefits under the Supplemental Plan. Benefits under the
Supplemental Plan will be the sum of (i) 1.25% of the participant's Final
Average Compensation times years of service (up to a maximum of 40 years) and
(ii) 0.75% of the participant's Final Average Compensation in excess of Social
Security Covered Compensation times years of service (up to a maximum of 40
years) reduced by benefits accrued under the Retirement Plan and the Excess
Plan. The benefits under the Excess and Supplemental Plans vest at the same
time as benefits vest under the Retirement Plan.
The chart below indicates the estimated maximum annual retirement benefits
that a hypothetical participant would be entitled to receive under the
Retirement Plan (including payments made under the Excess and Supplemental
Plans as a result of limitations imposed by the IRC) computed on a straight-
life annuity basis, if retirement occurred at age 65 and the number of
credited years of service and Final Average Compensation equaled the amounts
indicated. For purposes of the chart, it is assumed that the Final Average
Compensation is the same whether measured over the three-year averaging period
that applies to service accumulated prior to 1996 or the five-year period that
applies to service accumulated after 1995. In actual operation, the total
benefit
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<PAGE>
received under the Retirement Plan (including payments made under the Excess
and Supplemental Plans) would be the total of the benefit determined based on
years of service earned under each method.
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------
FINAL AVERAGE
COMPENSATION 15 20 25 30 35
- -------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000........................... $ 30,744 $ 40,992 $ 51,241 $ 61,489 $ 71,737
150,000........................... 41,898 55,864 69,830 83,795 97,761
175,000........................... 49,398 65,864 82,330 98,795 115,261
200,000........................... 56,898 75,864 94,830 113,795 132,761
225,000........................... 64,398 85,864 107,330 128,795 150,261
250,000........................... 71,898 95,864 119,830 143,795 167,761
300,000........................... 86,898 115,864 144,830 173,795 202,761
400,000........................... 116,898 155,864 194,830 233,795 272,761
450,000........................... 131,898 175,864 219,830 263,795 307,761
500,000........................... 146,898 194,864 244,830 293,795 342,761
</TABLE>
All Named Executive Officers have a portion of their benefit calculated
based on the post-1995 definition of Final Average Compensation. As of
December 31, 1995, the number of credited years of service under the
Retirement Plan for Messrs. McFerson, Gasper, Woodward, Galloway, Brock and
Karas was 23 years, 29.5 years, 32.7 years, 26.5 years, 26.5 years and 31.5
years, respectively. Mr. McFerson's credited years of service include,
pursuant to an agreement with Nationwide Mutual, 8.17 years in excess of those
actually earned through employment by the Nationwide Insurance Enterprise. The
benefit attributable to those additional years will be paid by Nationwide
Mutual (not the Retirement Plan) and is reduced by the benefit payable under
the retirement plan of Mr. McFerson's previous employer. Each of the Named
Executive Officers earned an additional year of service in 1996 and their
benefit for such year and all future years will be calculated under the new
definition of Final Average Compensation. Covered compensation paid by the
Company for the fiscal year ended December 31, 1996 for Messrs. McFerson,
Gasper, Woodward, Galloway, Brock and Karas was $444,217, $349,412, $348,003,
$392,313, $343,167 and $328,513, respectively.
SAVINGS PLANS
Savings Plan
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain the Nationwide Insurance Enterprise Savings Plan
(the "Savings Plan"), a qualified profit sharing plan including a qualified
cash or deferred arrangement covering eligible employees of participating
companies within the Nationwide Insurance Enterprise. Under the Savings Plan,
participants who are not residents of Puerto Rico may elect to contribute
between 1% and 16% of their compensation to accounts established on their
behalf under the Savings Plan in the form of voluntary salary reductions on a
pre-tax basis and participants who are residents of Puerto Rico may make
contributions on an after-tax basis. The participating companies are obligated
to make matching employer contributions, for the benefit of their
participating employees, at the rate of 70% of the first 2% of compensation
deferred or contributed to the Savings Plan by each employee, and 40% of the
next 4% of compensation deferred or contributed by each employee to the
Savings Plan. All amounts contributed to the Savings Plan are held in a
separate account for each participant and are invested in one or more funds
made available under the Savings Plan and selected by the participant.
Normally, a participant receives the value of his or her account upon
termination of employment, although a participant may withdraw all or a part
of the amounts credited to his or her accounts during employment under certain
circumstances including attainment of age 59 1/2, or receive a loan of a
portion of his or her account balance. Under the Savings Plan, a participant
is immediately vested in all amounts credited to his or her account as a
result of salary deferrals (and earnings on those deferrals) or after-tax
contributions (and earnings on those contributions), as applicable. A
participant is vested in amounts attributable to employer matching
contributions (and earnings on those contributions) over a period of five
years.
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Supplemental Defined Contribution Plan
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain an unfunded, nonqualified defined contribution
supplemental benefit plan, the Nationwide Insurance Enterprise Supplemental
Defined Contribution Plan (the "DC Supplemental Plan"), which provides
benefits, equal to employer matching contributions that would have been made
under the Savings Plan for the participants, in the absence of the IRC
limitations on compensation that can be considered and amounts that can be
deferred under the Savings Plan less actual matching contributions to the
Savings Plan in the absence of the limitations under IRC Sections 401(a)(17)
and 402(g), reduced by actual employer contributions made to the Savings Plan.
Participants are limited to those officers earning in excess of $160,000
annually. Benefits under the DC Supplemental Plan vest at the same time as
employer matching contributions vest under the Savings Plan.
DEFERRED COMPENSATION PROGRAM
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain a deferred compensation program (the "Officers'
Deferred Compensation Program") pursuant to which officers of participating
companies may elect to defer payment of amounts otherwise payable to them. In
addition, participants receive credit for employer matching contributions
which were not made under the Savings Plan or DC Supplemental Plan and any
reduction in benefits under the Retirement Plan, Supplemental Plan or Excess
Plan as a result of salary or other deferrals under the Deferred Compensation
Program. An eligible officer is permitted to enter into a deferral agreement
pursuant to which such officer may annually elect to defer a portion of his or
her salary or his or her incentive compensation earned under the Management
Incentive Plan or Executive Incentive Plan during the following year. Any such
election is effective prospectively. Amounts deferred under the Officers'
Deferred Compensation Program will generally be payable in annual installments
beginning in January of the calendar year following the calendar year in which
the officer terminates employment. Amounts deferred under the Officers'
Deferred Compensation Program are credited with interest. The interest rate is
based on the fixed rate option in the Savings Plan.
SEVERANCE PAY PLAN
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life, maintain the Nationwide Salaried Employees Severance Pay Plan
(the "Severance Plan"), an unfunded plan which provides severance benefits to
employees whose employment is involuntarily terminated due to unsatisfactory
job performance or job elimination without an offer of replacement employment
within the Nationwide Insurance Enterprise or with a successor employer.
Employees will not be entitled to benefits if their employment is terminated
as a result of theft, absenteeism, insubordination and other similar problems.
The benefit provided is a lump sum payment determined on the basis of years of
service completed (a minimum of 6 months of service is required) and salary,
with a maximum benefit of 8 weeks of salary plus an additional week of salary
for each full or partial year of service in excess of 11.
LONG-TERM EQUITY COMPENSATION PLAN
General
The Board of Directors of the Company has adopted, and Nationwide Corp., as
the sole stockholder of the Company, has approved, the Nationwide Financial
Services, Inc. 1996 Long-Term Equity Compensation Plan (the "LTEP"). The
purpose of the LTEP is to benefit the stockholders of the Company by
encouraging high levels of performance by selected officers, directors and
employees of the Company and certain of its affiliates, attracting and
retaining the services of such individuals and aligning the interests of such
individuals with those of the stockholders.
The LTEP grants the Compensation Committee of the Board of Directors of the
Company, which will administer the LTEP, flexibility in creating the terms and
restrictions deemed appropriate for particular awards as facts and
circumstances warrant. The LTEP is intended to constitute a nonqualified,
unfunded, unsecured plan for incentive and deferred compensation and is not
intended to be subject to any requirements of ERISA. The
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LTEP is intended to satisfy the requirements of Section 16b-3 of the Exchange
Act, and awards under the LTEP which are performance-based are intended to
qualify as "performance-based compensation" for purposes of Section 162(m) of
the IRC.
Types of Awards
The LTEP provides for the grant of any or all of the following types of
awards: (i) stock options, including incentive stock options and non-qualified
stock options, for shares of Class A Common Stock; (ii) stock appreciation
rights ("SARs"), either in tandem with stock options or freestanding; (iii)
restricted stock; and (iv) performance awards. Any stock option granted in the
form of an incentive stock option must satisfy the applicable requirements of
Section 422 of the IRC. Awards may be made to the same person on more than one
occasion and may be granted singly, in combination or in tandem as determined
by the Compensation Committee.
Term
The LTEP was effective as of December 11, 1996. No awards may be granted
under the LTEP after December 11, 2006, and the LTEP may be terminated by the
Board of Directors of the Company prior to such date. In the event of
expiration or earlier termination of the LTEP, the LTEP will remain in effect
until such time as all awards granted thereunder have been satisfied or have
expired. No new awards may by made under the LTEP after its expiration or
termination.
Administration
The LTEP will be administered by the Compensation Committee of the Board of
Directors of the Company. The Company intends that each member of the
Compensation Committee shall be a "nonemployee director" within the meaning
and for purposes of Rule 16b-3 under the Exchange Act and an "outside
director" within the meaning and for purposes of Section 162(m) of the IRC.
Under the LTEP, the Compensation Committee will have authority (i) to select
the employees, officers and directors of the Company and its affiliates to
receive awards; (ii) to determine the timing, form, amount or value and terms
of grants and awards, and the terms and conditions, if any, subject to which
grants and awards will be made and become payable under the LTEP, (iii) to
construe the LTEP and to prescribe rules and regulations with respect to the
administration of the LTEP and (iv) to make such other determinations
authorized under the LTEP as the Compensation Committee deems necessary or
appropriate.
Eligibility
All employees, officers and directors of the Nationwide Insurance Enterprise
are eligible to participate.
Shares Subject to the LTEP
The number of shares of Class A Common Stock which may be issued under the
LTEP, or as to which SARs or other awards may be granted, may not exceed 2.6
million.
In the event of any increases or decreases in the number of issued and
outstanding shares of Class A Common Stock pursuant to stock splits, mergers,
reorganizations, recapitalizations, stock dividends or other events described
under the terms of the LTEP, the Compensation Committee shall make appropriate
adjustments to the aggregate number of shares available for issuance under the
LTEP and the number of shares subject to outstanding grants or awards, to the
exercise price per share of outstanding stock options and to the number or
kinds of shares which may be distributed under the LTEP. The terms of stock
options, SARs, restricted stock and performance awards may also be subject to
adjustments by the Compensation Committee to reflect changes in the Company's
capitalization.
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Stock Options
The Compensation Committee may grant awards in the form of options to
purchase shares of Class A Common Stock. The Compensation Committee shall,
with regard to each stock option, determine the number of shares subject to
the option and the manner and time of the option's exercise; provided,
however, that the maximum number of shares of Class A Common Stock that may be
subject to stock options granted under the LTEP to an individual optionee
during any calendar year cannot exceed 100,000 shares (subject to appropriate
adjustment in the event of stock dividends, stock splits and certain other
events). The exercise price of a stock option may not be less than the fair
market value of the Class A Common Stock on the date the option is granted.
The Committee will designate each option as a non-qualified or an incentive
stock option. The option price upon exercise may, at the discretion of the
Committee, be paid by a participant in cash, shares of Class A Common Stock, a
"cashless exercise" or a combination thereof.
Prior to the consummation of the Equity Offerings, stock options will be
granted under the LTEP to the following Named Executive Officers at an
exercise price equal to the initial public offering price in the following
amounts:
<TABLE>
<CAPTION>
NAMED NUMBER OF SHARES
EXECUTIVE OFFICER SUBJECT TO OPTION
----------------- -----------------
<S> <C>
Dimon Richard McFerson 40,000
Joseph J. Gasper 30,000
Robert J. Woodward, Jr. 10,000
Richard A. Karas 10,000
Harvey S. Galloway, Jr. 7,500
James E. Brock 7,500
</TABLE>
Additionally, 196,500 and 26,000 stock options will be granted in the
aggregate under the LTEP to other officers and directors, respectively, of the
Company and its subsidiaries.
Stock Appreciation Rights
The LTEP also authorizes the Compensation Committee to grant SARs either
independent of, or in connection with, a stock option. If granted with a stock
option, exercise of the SAR will result in the surrender of the right to
purchase the shares under the option to which the SAR was exercised. Upon
exercising an SAR, the holder receives for each share with respect as to which
the SAR is exercised, an amount equal to the difference between the exercise
price and the fair market value of Class A Common Stock on the date of
exercise. Payment of such amount may be made in shares of Class A Common
Stock, cash, or a combination thereof, as determined by the Compensation
Committee. The maximum number of shares of Class A Common Stock that may be
subject to SARs granted under the LTEP to an individual grantee during any
calendar year cannot exceed 100,000 shares (subject to appropriate adjustment
in the event of stock dividends, stock splits and certain other events).
Restricted Stock
The LTEP provides that shares of Class A Common Stock subject to certain
restrictions including restrictions on transferability may be awarded from
time to time as determined by the Compensation Committee. The Compensation
Committee will determine the nature and extent of the restrictions on such
shares, the duration of such restrictions and any circumstance under which
restricted shares will be forfeited by the participant. Subject to such
restrictions as the Compensation Committee shall determine, participants
holding shares of restricted stock may exercise full voting rights with
respect to such shares and may receive dividends payable to holders of such
shares. The maximum number of shares of Class A Common Stock that may be
granted in the form of restricted shares to an individual grantee during any
calendar year cannot exceed 100,000 shares (subject to appropriate adjustment
in the event of stock dividends, stock splits and certain other events).
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Prior to the consummation of the Equity Offerings, restricted stock will be
granted under the LTEP to the following officers of the Company in the
following amounts:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAMED OF RESTRICTED STOCK
EXECUTIVE OFFICER (3 YEAR RESTRICTION)
----------------- --------------------
<S> <C>
Dimon Richard McFerson 15,000
Joseph J. Gasper 10,000
Richard A. Karas 4,000
Robert J. Woodward, Jr. 3,500
Harvey S. Galloway, Jr. 3,000
James E. Brock 3,000
</TABLE>
Additionally, 69,750 and 5,000 shares of restricted stock will be granted in
the aggregate under the LTEP to other officers and directors, respectively, of
the Company and its subsidiaries.
Performance Awards
The LTEP provides for the Compensation Committee to grant performance
awards, consisting of performance units and/or performance shares, to eligible
persons under the LTEP from time to time. The beginning value of performance
units is set by the Compensation Committee at the time of grant, while the
beginning value of performance shares is equal to the fair market value of the
shares of the Class A Common Stock at the time of grant. A performance award
will be contingent upon future performance by the Company or any subsidiary,
division or department thereof. The Compensation Committee shall establish at
the time of grant the relevant performance criteria. Performance periods may
overlap and participants may be awarded performance units and performance
shares having different performance criteria. Unless the Compensation
Committee otherwise determines, in the event of a participant's termination as
an employee or director before the end of any relevant performance period
(other than due to death, disability or retirement), the participant will not
be entitled to any performance award related to such period. Subject to the
discretion of the Compensation Committee, participants who have earned shares
of Class A Common Stock in connection with grants of performance awards may
exercise full voting rights with respect to such shares and may receive
dividends payable to holders of such shares. Payment of a performance award
may be made in cash, Class A Common Stock or a combination thereof, as
determined by the Committee. The benefit to the grantee of a performance award
is the difference between its beginning value and its value at the end of the
performance period. The maximum performance award that may be granted to an
individual grantee during any calendar year cannot exceed the value of 100,000
shares of Class A Common Stock (subject to appropriate adjustment in the event
of stock dividends, stock splits and certain other events).
Award Agreements
Each award under the LTEP will be evidenced by an agreement in such form and
containing such provisions consistent with the provisions of the LTEP as the
Compensation Committee from time to time approves. In applicable situations,
such agreements may include provisions to qualify as an incentive stock
option, or providing for the payment of the option price, in whole or in part,
by the delivery of a number of shares of Class A Common Stock (plus cash if
necessary) having a fair market value equal to the option price. Such
agreements may also include provisions relating to (i) vesting, (ii) tax
matters (including provisions covering any applicable employee wage
withholding requirements), and (iii) any other matters not inconsistent with
the terms and provisions of the LTEP that the Compensation Committee in its
sole discretion determines. The terms and conditions of award agreements need
not to be identical.
Amendment
The Board of Directors of the Company may at any time terminate or amend the
LTEP in any respect; provided, however, that no amendment which requires
stockholder approval in order for the LTEP to comply with Rule 16b-3 under the
Exchange Act shall be effective unless such amendment is approved by the
requisite
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number of stockholders of the Company entitled to vote thereon. No amendment
or termination of the LTEP shall, without the consent of the optionee or
participant in the LTEP, alter or impair the rights of such person under any
options or other awards theretofore granted under the LTEP.
Change of Control
Upon the occurrence of a Change in Control (as defined in the LTEP), (i) the
exercisability and vesting of stock appreciation rights and stock options
shall be accelerated, (ii) the restrictions and limitations applicable to any
restricted stock shall lapse, (iii) the target payout opportunities attainable
under all outstanding awards of restricted stock, performance units and
performance shares shall be deemed to have been fully earned for the entire
performance period, (iv) the vesting of restricted stock and performance
awards denominated in shares of Class A Common Stock will be accelerated and
(v) within 30 days following the effective date of the Change in Control, a
pro rata amount of any outstanding performance awards will be paid in cash to
participants, based upon an assumed achievement of all relevant performance
goals and upon the portion of the performance period which has elapsed prior
to the Change in Control.
OWNERSHIP OF CAPITAL STOCK
Prior to the consummation of the Equity Offerings, all of the outstanding
shares of Common Stock of the Company will be owned by Nationwide Corp. After
the Equity Offerings, Nationwide Corp. will own all of the outstanding shares
of the Class B Common Stock and none of the outstanding shares of the Class A
Common Stock. Such shares of the Class B Common Stock will represent 83.6% and
98.1% (81.6% and 97.8% if the Underwriters' over-allotment option is exercised
in full) of the total number of shares of Common Stock outstanding and the
combined voting power of the stockholders of the Company, respectively,
following the Equity Offerings.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
EXISTING ARRANGEMENTS WITH THE NATIONWIDE INSURANCE ENTERPRISE
Organization of the Company
The Company was formed in November 1996 as a holding company for Nationwide
Life and the other companies within the Nationwide Insurance Enterprise that
offer or distribute long-term savings and retirement products. On January 1,
1997, Nationwide Life paid a dividend to Nationwide Corp. consisting of the
stock of certain of its subsidiaries that do not operate in the long-term
savings and retirement market. Prior to the consummation of the Equity
Offerings, Nationwide Corp. will contribute to the Company all of the
outstanding capital stock of Nationwide Life and the other companies within
the Nationwide Insurance Enterprise that offer or distribute long-term savings
and retirement products.
On December 31, 1996, Nationwide Life paid a $50.0 million cash dividend to
Nationwide Corp. In addition, after the contribution by Nationwide Corp. of
the capital stock of Nationwide Life to the Company but prior to the
consummation of the Equity Offerings, Nationwide Life will dividend to the
Company, and the Company will subsequently dividend to Nationwide Corp.,
securities having an aggregate market value of $850.0 million.
Effective as of January 1, 1996, Nationwide Life entered into a 100%
modified coinsurance agreement with Employers Life pursuant to which all of
Nationwide Life's nonvariable group and wholesale life insurance business and
group and franchise health insurance business was reinsured by Employers Life.
Nationwide Life also entered into a 100% modified coinsurance agreement with
Nationwide Mutual effective as of January 1, 1996, pursuant to which all of
Nationwide Life's individual accident and health insurance business was
reinsured by Nationwide Mutual. See "--Modified Coinsurance Agreements."
Following the Equity Offerings, Nationwide Corp. will be the controlling
stockholder of the Company. Upon completion of the Equity Offerings,
Nationwide Corp. will own all of the outstanding shares of the Class B Common
Stock representing 83.6% and 98.1% (81.6% and 97.8% if the Underwriters' over-
allotment option is exercised in full) of the total number of shares of Common
Stock outstanding and the combined voting power of the stockholders of the
Company.
Federal Income Taxes
Nationwide Mutual and its U.S. subsidiaries, including the Company and its
subsidiaries, file a consolidated federal income tax return. The members of
the consolidated group currently have a tax sharing arrangement which
provides, in effect, for each member to bear essentially the same federal
income tax liability as if separate tax returns were filed. For the years
ended December 31, 1996 and 1995, the Company made federal income tax payments
under the tax sharing arrangement of $117.3 million and $58.1 million,
respectively.
Legal Services
The attorneys in the Office of General Counsel of Nationwide Mutual also
operate as the law firm of Druen, Rath & Dietrich. Pursuant to a partnership
agreement, the firm limits its representation to the members of the Nationwide
Insurance Enterprise. The partnership was formed to assure compliance with
Ohio law that prohibits corporations from practicing law. Through a retainer
arrangement, an annual retainer fee is paid by each member of the Nationwide
Insurance Enterprise based upon an estimate of time spent by each attorney
working on legal matters related to the respective member during the previous
year. W. Sidney Druen, Senior Vice President and General Counsel of the
Company, is the senior partner in such firm, and all attorneys and other
employees of the firm are salaried employees of Nationwide Mutual. The firm
applies all of its retainer fees toward office overhead under a rental and
office expense agreement with Nationwide Mutual. For the years ended December
31, 1996 and 1995, the Company paid the firm $2.0 million and $1.7 million,
respectively, for legal services rendered to the Company which amounts were
immediately remitted to Nationwide Mutual.
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Lease
Pursuant to an arrangement between Nationwide Mutual and certain of its
subsidiaries, the Company leases approximately 512,000 square feet of office
space at One Nationwide Plaza, Two Nationwide Plaza and Three Nationwide
Plaza, Columbus, Ohio, at a current market rate of $19.53 per square foot,
with limited exceptions. Under the arrangement, the Company determines the
amount of office space necessary to conduct its operations and leases such
space from Nationwide Mutual, subject to availability. For the years ended
December 31, 1996 and 1995, the Company made payments to Nationwide Mutual and
its subsidiaries totaling $9.9 million and $9.8 million, respectively, under
such arrangement.
Modified Coinsurance Agreements
Effective as of January 1, 1996, Nationwide Life entered into a 100%
modified coinsurance agreement with Employers Life. Under the agreement,
Nationwide Life cedes to Employers Life, and Employers Life assumes,
Nationwide Life's nonvariable group and wholesale life insurance business and
group and franchise health insurance business and any ceded or assumed
reinsurance applicable to such group business. For the year ended December 31,
1996, Nationwide Life ceded $224.3 million of premium to Employers Life.
Effective as of January 1, 1996, Nationwide Life also entered into a 100%
modified coinsurance agreement with Nationwide Mutual. Under the agreement,
Nationwide Life cedes to Nationwide Mutual, and Nationwide Mutual assumes,
Nationwide Life's individual accident and health insurance business and any
ceded or assumed reinsurance applicable to such business. For the year ended
December 31, 1996, Nationwide Life ceded $97.3 million of premium to
Nationwide Mutual.
Nationwide Life entered into these reinsurance agreements because the
accident and health and group life insurance business was unrelated to the
Company's long-term savings and retirement products. Under the modified
coinsurance agreements, invested assets are retained by the ceding company and
investment earnings are paid to the reinsurer. Under the terms of such
agreements, the investment risk is borne by Employers Life or Nationwide
Mutual, as the case may be. The contracts will remain in force until all
policy obligations are settled. However, with respect to the agreement between
Nationwide Life and Nationwide Mutual, either party may terminate the contract
on January 1 of any year with prior notice. The Company believes that the
terms of such modified coinsurance contracts are consistent in all material
respects with what the Company could have obtained with unaffiliated parties.
Total premiums ceded under the reinsurance agreements were $321.6 million
during 1996. The effect of the reinsurance agreements was an increase in the
Company's income before federal income tax expense of $4.5 million during
1996.
Cost Sharing Agreement
Pursuant to a cost sharing agreement among Nationwide Mutual and certain of
its subsidiaries, including Nationwide Life, Nationwide Mutual provides
certain operational and administrative services, such as sales, advertising,
personnel and general management services, to its direct and indirect
subsidiaries (including the Company). All such services are provided at cost,
determined by procedures established in accordance with National Association
of Insurance Commissioners' guidelines. Under such agreement, for the years
ended December 31, 1996 and 1995, the Company made payments to Nationwide
Mutual totaling $367.1 million and $320.9 million, respectively.
Cash Management Agreements
Nationwide Mutual has entered into separate Investment Agency Agreements
with California Cash Management Company ("CCMC") and Nationwide Cash
Management Company ("NCMC"), each an affiliate of the Company. Pursuant to the
terms of such agreements, CCMC and NCMC make, hold and administer short-
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term investments (those maturing in one year or less) for Nationwide Mutual
and certain of its affiliates, including Nationwide Life and certain of the
Company's other subsidiaries. Under each agreement, expenses of CCMC or NCMC,
as the case may be, are allocated pro rata among the participants based upon
the participant's ownership percentage of total assets held by CCMC or NCMC.
For the years ended December 31, 1996 and 1995, the Company paid CCMC and NCMC
fees and expenses totaling $0.5 million and $0.5 million, respectively, under
such agreements.
Benefit Plans
The Company participates in the common employee benefit programs with
Nationwide Mutual and its subsidiaries. Included in these programs are
accident and health benefits, disability income benefits and life insurance
benefits. The Company ultimately pays for all benefits provided to its
employees under the benefit program plus an administrative processing fee,
reduced by employee contributions. The administrative processing fee paid by
the Company approximated $1.0 million and $0.7 million for the years ended
December 31, 1996 and 1995, respectively.
The Company also participates, along with Nationwide Mutual and its
subsidiaries and affiliates, in life insurance and health care benefit plans
for qualifying retirees. Such plans are funded in amounts determined at the
discretion of management of the Company based on current and anticipated
future costs. Contributions to the plan by the participating companies are
primarily invested in group annuity contracts of Nationwide Life.
Contributions by the Company approximated $1.6 million and $1.4 million for
the years ended December 31, 1996 and 1995, respectively.
Repurchase Agreement
Nationwide Life and certain of the Company's other subsidiaries are party to
a master repurchase agreement pursuant to which securities or other financial
instruments are transferred between parties against the transfer of funds by
the transferee for a period of time ending on a specific date or upon the
demand of the transferor.
NEW AGREEMENTS WITH THE NATIONWIDE INSURANCE ENTERPRISE
Set forth below are descriptions of certain agreements between the Company
and other members of the Nationwide Insurance Enterprise that will become
effective upon the consummation of the Equity Offerings.
Tax Sharing Agreement
The Company is, and after the Equity Offerings will continue to be, included
in the consolidated United States federal income tax return for which
Nationwide Mutual is the common parent and the Company's tax liability will be
included in the consolidated federal income tax liability of Nationwide
Mutual. The Company also may be included in certain state and local tax
returns of Nationwide Mutual or its subsidiaries.
The Company will enter into the Tax Sharing Agreement which will become
effective for 1996 and subsequent years, as long as the Company is included in
Nationwide Mutual's consolidated federal income tax return. It will also be
effective for any year in which the Company is included in a consolidated or
combined state or local tax return. Under the Tax Sharing Agreement,
Nationwide Mutual will compute its federal tax on a consolidated basis, and
its state and/or local taxes on a combined basis (in those states or other
jurisdictions in which Nationwide Mutual files a combined return for such
year). Each corporation that is included in the consolidated and/or combined
return shall compute its federal, state, and/or local tax liability on a
separate basis, and the federal, state, and/or local tax liability of each
corporation shall be determined by applying the Percentage Method for
allocating tax liability, all as set forth in Treas. Reg. 1.1502-33(d)(3),
using a fixed percentage of 100%. Pursuant to that regulation, each
corporation's federal income tax liability will be equal to the consolidated
federal income tax liability (including any amounts determined to be due as a
result of a redetermination of the tax liability of the consolidated group of
which Nationwide Mutual is the common parent, whether arising from any audit
or otherwise, but in all instances without regard to the alternative minimum
tax) of Nationwide Mutual times a fraction, the numerator of which is the
federal tax liability of such corporation
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determined on a separate basis, and the denominator of which is the aggregated
federal tax liability of all corporations in the consolidated group,
determined on a separate basis. Any corporation that has no federal income tax
liability when computed on a separate basis is ignored for purposes of
allocating the consolidated tax liability. The state and local tax liability,
in those states or other jurisdictions in which a combined return is filed,
shall be determined in a manner consistent with the foregoing description. The
Company will pay its tax liability, as computed above, to Nationwide Mutual.
The Company will be responsible for all taxes, including assessments, if any,
for prior years with respect to all other taxes payable by the Company or any
of its subsidiaries, and for all other federal, state and local taxes that may
be imposed upon the Company and that are not addressed in the Tax Sharing
Agreement.
By virtue of its control of the Company and the terms of the Tax Sharing
Agreement, Nationwide Mutual effectively will control all of the Company's tax
decisions. Under the Tax Sharing Agreement, Nationwide Mutual will have sole
authority to respond to and conduct all tax proceedings (including tax audits)
relating to the Company, to file all returns on behalf of the Company and to
determine the amount of the Company's liability to (or entitlement to payment
from) Nationwide Corp. under the Tax Sharing Agreement. This arrangement may
result in conflicts of interest between the Company and Nationwide Mutual. For
example, under the Tax Sharing Agreement, Nationwide Mutual may choose to
contest, compromise or settle any adjustment or deficiency proposed by the
relevant tax authority in a manner that may be beneficial to Nationwide Mutual
and detrimental to the Company. Under the Tax Sharing Agreement, however,
Nationwide Mutual is obligated to act in good faith with regard to all persons
included in the applicable returns.
Intercompany Agreement
The Company, Nationwide Mutual and Nationwide Corp. will enter into the
Intercompany Agreement, certain provisions of which are summarized below. As
used herein, "Nationwide Mutual" means Nationwide Mutual collectively with its
subsidiaries and affiliates (other than the Company and its subsidiaries).
Nationwide Mutual Consent to Certain Events. The Intercompany Agreement will
provide that until Nationwide Mutual and its affiliates cease to control at
least 50% of the combined voting power of the outstanding voting stock of the
Company, the prior written consent of Nationwide Mutual will be required for:
(i) any consolidation or merger of the Company or any of its subsidiaries with
any person (other than with a wholly owned subsidiary); (ii) any sale, lease,
exchange or other disposition or acquisition of assets by the Company or any
of its subsidiaries (other than transactions to which the Company and its
subsidiaries are the only parties), or any series of related dispositions or
acquisitions, involving consideration in excess of $250 million; (iii) any
change in the authorized capital stock of the Company or the creation of any
additional class or series of capital stock of the Company; (iv) any issuance
by the Company or any subsidiary of the Company of any equity securities or
rights, warrants or options to purchase such equity securities, except (a) up
to 2.6 million shares of Class A Common Stock pursuant to employee and
director stock option, profit sharing and other benefit plans of the Company
and its subsidiaries and any options exercisable therefor, (b) shares of Class
A Common Stock issued upon the conversion of any Class B Common Stock, (c) the
issuance of shares of capital stock of a wholly owned subsidiary of the
Company to the Company or another wholly owned subsidiary of the Company and
(d) in the Equity Offerings; (v) the dissolution, liquidation or winding up of
the Company; (vi) the amendment of the Certificate and certain provisions of
the Bylaws affecting corporate governance; (vii) the election, removal or
filling of a vacancy in the office of the Chairman or Chief Executive Officer
or President of the Company; (viii) the declaration of dividends on any class
or series of capital stock of the Company, except dividends not in excess of
the most recent regular cash dividend or any dividend per share not in excess
of 15% of the then current per share market price of the Class A Common Stock;
(ix) capital expenditures or series of related capital expenditures of the
Company or any of its subsidiaries in excess of $250 million during any period
of 12 consecutive months; (x) the creation, incurrence or guaranty by the
Company or any of its subsidiaries of indebtedness for borrowed money in
excess of $100 million, except the Fixed Income Offerings; and (xi) any change
in the number of directors on the Board of Directors of the Company, the
determination of members of the Board of Directors or any committee thereof
and the filling of newly created memberships and vacancies on the Board of
Directors or any committee thereof.
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License to Use Nationwide Name and Service Marks. Pursuant to the
Intercompany Agreement, Nationwide Mutual will grant to the Company and
certain of its subsidiaries a non-exclusive, non-assignable, revocable license
to use the "Nationwide" trade name and certain other service marks
specifically identified in the Intercompany Agreement (collectively, the
"Service Marks") solely for the purpose of identifying and advertising the
Company's long-term savings and retirement business and activities related to
such business. The Intercompany Agreement will provide, among other things,
that, subject to Nationwide Mutual's ability to revoke such license in the
circumstances described below, such license will remain in effect for at least
five years following the Equity Offerings. Thereafter, the Intercompany
Agreement provides that, subject to certain exceptions, Nationwide Mutual will
only have the option to revoke such license on one year's notice if Nationwide
Corp. and its affiliates no longer own at least 50% of the combined voting
power of the outstanding capital stock of the Company. Upon revocation of such
license, the Company and its subsidiaries will be required to discontinue use
of the Service Marks and to change the Company's name to exclude the word
"Nationwide." In addition, the Intercompany Agreement will provide that the
Company and its subsidiaries will not, without the prior written consent of
Nationwide Mutual, take any action with respect to (i) any litigation or
proceeding involving the Service Marks, (ii) any change in the Company's
names, logos and other identifications that might reasonably be expected to
adversely affect the Service Marks or (iii) any advertising campaigns or
strategies that use the Service Marks or that refer to any member of the
Nationwide Insurance Enterprise that are inconsistent with Nationwide Mutual's
guidelines and standards. Nationwide Mutual has the right to revoke the
license under certain circumstances relating to advertising, promotion or use
of the Service Marks in a manner contrary to Nationwide Mutual guidelines and
standards. In addition, Nationwide Mutual can revoke any of the Company's
subsidiaries' use of the Service Marks if there is a change of control of any
such subsidiary of the Company that is licensed to use the Service Marks. A
revocation by Nationwide Mutual of the license to use the Service Marks could
have a material adverse effect on the Company.
Equity Purchase Rights. The Company will agree that, to the extent permitted
by the NYSE and so long as Nationwide Mutual controls at least 50% of the
combined voting power of the outstanding voting stock of the Company,
Nationwide Corp. may purchase its pro rata share (based on its then current
percentage voting interest in the Company) of any voting equity securities to
be issued by the Company (excluding any such securities offered pursuant to
employee stock options or other benefit plans, divided reinvestment plans and
other offerings other than for cash) (the "Equity Purchase Rights").
Registration Rights. The Company will grant to Nationwide Corp. certain
demand and "piggyback" registration rights with respect to shares of Common
Stock owned by it. Nationwide Corp. has the right to request up to two demand
registrations in each calendar year, but not more than four in any five year
period. Nationwide Corp. will also have the right, which it may exercise at
any time and from time to time, to include the shares of Common Stock held by
it in any registration of common equity securities of the Company initiated by
the Company on its own behalf or on behalf of any other stockholders of the
Company. These rights will be subject to certain "blackout" provisions. Such
registration rights will be transferable by Nationwide Corp. The Company will
agree to pay all costs and expenses in connection with each such registration,
except underwriting discounts and commissions applicable to the shares of
Common Stock sold by Nationwide Corp. The Intercompany Agreement will contain
customary terms and provisions with respect to, among other things,
registration procedures and certain rights to indemnification granted by
parties thereunder in connection with the registration of Common Stock on
behalf of Nationwide Mutual.
Indemnification. The Intercompany Agreement will provide that the Company
will indemnify Nationwide Mutual and its respective officers, directors,
employees and agents (collectively, the "Indemnitees") against losses based
on, arising out of or resulting from (i) the use of the Service Marks and (ii)
any acts or omissions arising out of performances of the Intercompany
Agreement by the Company and its subsidiaries. In addition, the Company will
agree to indemnify the Indemnitees against certain civil liabilities,
including liabilities under the Securities Act, relating to misstatements in
or omissions from the Registration Statement of which this Prospectus forms a
part and any other registration statement that the Company files under the
Securities Act
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(other than misstatements or omissions made in reliance on information
relating to and furnished by any member of Nationwide Mutual for use in the
preparation thereof, against which Nationwide Mutual has agreed to indemnify
the Company). Nationwide Mutual also will agree to indemnify the Company and
its subsidiaries and each of their respective officers, directors, employees
and agents against losses based on, arising out of or resulting from any
breach by Nationwide Corp. or Nationwide Mutual of the Intercompany Agreement
and certain other specifically identified matters.
Nationwide Insurance Enterprise Insurance Agents. In the Intercompany
Agreement, Nationwide Mutual will agree to allow the Company to distribute its
variable annuity, fixed annuity and individual universal, variable and
traditional life insurance products through Nationwide Insurance Enterprise
insurance agents. Such right is exclusive to the Company, subject to the
limited right of certain other members of the Nationwide Insurance Enterprise
to sell such products through the agency force, for at least five years
following the Equity Offerings. Thereafter, the Intercompany Agreement
provides that Nationwide Mutual will only have the option to terminate the
Company's right to distribute products through Nationwide Insurance Enterprise
insurance agents on one year's notice if Nationwide Corp. and its affiliates
no longer own at least 50% of the combined voting power of the outstanding
voting stock of the Company. The termination of such right could have an
adverse effect on the Company's ability to distribute certain of its products.
In 1996, 5.8% of the Company's statutory premiums and deposits were
attributable to products sold by Nationwide Insurance Enterprise insurance
agents.
Lease Agreement
The Company will enter into a Lease Agreement with Nationwide Mutual which
will provide that Nationwide Mutual will continue to lease to the Company the
premises currently occupied by the Company on terms consistent with prior
allocation practices. See "--Existing Arrangements with the Nationwide
Insurance Enterprise--Lease."
FUTURE TRANSACTIONS WITH THE NATIONWIDE INSURANCE ENTERPRISE
In the future, the Company may enter into agreements with members of the
Nationwide Insurance Enterprise that will not be the result of arm's-length
negotiations between independent parties. Conflicts of interest could arise in
the future with respect to transactions involving members of the Nationwide
Insurance Enterprise, on the one hand, and the Company, on the other hand. Any
such transactions that are material to the Company will be subject to approval
by a vote of disinterested members of the Company's Board of Directors. In
addition, under the Ohio insurance holding company laws, arrangements and
agreements between the Company's insurance subsidiaries and other members of
the Nationwide Insurance Enterprise must be fair and equitable and may be
subject to the approval of the Superintendent of Insurance of the State of
Ohio. The Credit Facility requires that any transaction between the Company
and any of its affiliates be on an arm's-length basis on terms at least
as favorable to the Company as could have been obtained from a third party
which is not an affiliate. See "Business--Regulation."
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DESCRIPTION OF CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
The following statements are subject to and qualified in their entirety by
reference to detailed provisions of the Company's Certificate and Bylaws
(copies of which have been incorporated by reference as exhibits to the
Registration Statement of which this Prospectus forms a part).
The Company is currently authorized to issue 750 million shares of Class A
Common Stock, 750 million shares of Class B Common Stock and 50 million shares
of Preferred Stock. The shares of Class A Common Stock and Class B Common
Stock are identical in all respects except for voting rights and certain
conversion rights and transfer restrictions regarding the shares of Class B
Common Stock as described below.
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
Voting
All outstanding shares of Common Stock are fully paid and nonassessable.
Except for the Equity Purchase Rights, holders of Common Stock do not have any
preemptive rights to subscribe for or purchase any additional securities
issued by the Company. No redemption or sinking fund provisions are associated
with the Common Stock. Cumulative voting is not permitted by holders of Common
Stock.
The holders of Class B Common Stock are entitled to ten votes per share. The
holders of Class A Common Stock are entitled to one vote per share. Proposals
submitted to a vote of stockholders will be voted on by holders of Class A
Common Stock and Class B Common Stock voting together as a single class. At
all meetings of the stockholders of the Company, the holders of record
entitled to exercise at least a majority of the voting power of the Company,
represented in person or by proxy, shall constitute a quorum for the
transaction of business; and the affirmative vote of the holders, represented
in person or by proxy, of a majority of the Common Stock present at a meeting
at which a quorum is in existence shall be the act of the stockholders of the
Company. The superior voting rights of the Class B Common Stock might
discourage unsolicited merger proposals and unfriendly tender offers.
Transfer
The Certificate does not contain any restrictions on the transfer of shares
of Class A Common Stock. Upon any sale or other transfer of shares of Class B
Common Stock to any person or persons other than a member of the Nationwide
Insurance Enterprise, such shares of Class B Common Stock will be converted
into an equal number of shares of Class A Common Stock.
Conversion
Class A Common Stock has no conversion rights. Class B Common Stock is
convertible into Class A Common Stock, in whole or in part, at any time and
from time to time at the option of the holder, on the basis of one share of
Class A Common Stock for each share of Class B Common Stock converted. If at
any time after the initial issuance of shares of Class A Common Stock the
number of outstanding shares of Class B Common Stock falls below 5% of the
aggregate number of issued and outstanding shares of Common Stock, then each
outstanding share of Class B Common Stock shall automatically convert into one
share of Class A Common Stock. In the event of any sale or transfer of shares
of Class B Common Stock to any person or persons other than a member of the
Nationwide Insurance Enterprise such shares of Class B Common Stock so
transferred shall be automatically converted into an equal number of shares of
Class A Common Stock.
Dividends
Holders of Common Stock are entitled to receive cash dividends pro rata on a
per share basis if and when such dividends are declared by the Board of
Directors of the Company from funds legally available therefor. In
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the case of any dividend paid other than in cash or Common Stock (or
securities convertible into or exchangeable for Common Stock), holders of
Class A Common Stock and Class B Common Stock are entitled to receive such
dividend pro rata on a per share basis. Dividends paid in Common Stock (or
securities convertible into or exchangeable for Common Stock) may be paid in
shares of Class A Common Stock (or securities convertible into or exchangeable
for Class A Common Stock) on the Class A Common Stock and in shares of Class B
Common Stock (or securities convertible into or exchangeable for Class B
Common Stock) on the Class B Common Stock.
Liquidation, Merger or Consolidation
Holders of Class A Common Stock and Class B Common Stock share with each
other on a ratable basis as a single class in the net assets of the Company
available for distribution in respect of the Common Stock in the event of
liquidation or any payments made on the Common Stock in the event of a merger
or consolidation of the Company.
PREFERRED STOCK
Under the Certificate, the Company has authority to issue 50 million shares
of Preferred Stock. Preferred Stock may be issued from time to time in one or
more classes with such full, special, limited or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications and limitations or restrictions thereof, as
shall be stated in any resolution adopted by the Board of Directors of the
Company establishing any class of Preferred Stock. The Board of Directors of
the Company has the authority to issue shares of Preferred Stock without
further action of the stockholders. The ability of the Board of Directors to
issue Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from acquiring, a majority of the outstanding voting stock of the Company. No
shares of Preferred Stock have been issued or are outstanding.
CERTAIN CERTIFICATE AND BYLAW PROVISIONS
Certain provisions of the Company's Certificate and Bylaws, summarized in
the following paragraphs, may be considered to have an anti-takeover effect
and may delay, deter or prevent a tender offer, proxy contest or other
takeover attempt that a stockholder might consider to be in such stockholder's
best interest, including such an attempt as might result in payment of a
premium over the market price for shares held by stockholders.
Classified Board of Directors
The Certificate provides for the Board of Directors of the Company to be
divided into three classes of directors, with each class as nearly equal in
number as possible, serving staggered three-year terms. As a result,
approximately one-third of the Board of Directors will be elected each year at
the annual meeting of stockholders. The Board of Directors believes that a
classified board of directors will help to assure the continuity and stability
of the Board of Directors and the business strategies and policies of the
Company as determined by the Board of Directors because continuity and
stability in the composition of the Board of Directors and in the policies
formulated by it will be enhanced by the staggered three-year terms.
The classified board provisions could have the effect of discouraging a
third party from making a tender offer or otherwise attempting to obtain
control of the Company, even though such an attempt might be beneficial to the
Company and its stockholders. In addition, the classified board provisions
could delay stockholders who do not like the policies of the Board of
Directors from removing a majority of the Board of Directors for two years.
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Number of Directors; Removal; Filling Vacancies
The Certificate provides that the Board of Directors will consist of one to
fifteen members, the exact number to be fixed from time to time by resolution
adopted by a majority of the entire Board of Directors assuming no vacancies.
The Board of Directors currently consists of nine directors. Further, subject
to the rights of the holders of any series of Preferred Stock then
outstanding, the Certificate authorizes the Board of Directors to fill newly
created directorships. Accordingly, this provision could prevent a stockholder
from obtaining majority representation on the Board of Directors by permitting
the Board of Directors to enlarge the Board of Directors and fill the new
directorships with its own nominees. A director so elected by the Board of
Directors holds office until the next election of the class for which such
director has been chosen and until his successor is elected and qualified.
Subject to the rights of the holders of any series of Preferred Stock then
outstanding, the Certificate also provides that directors may be removed only
for cause and only by the affirmative vote of holders of a majority of the
outstanding voting power of the Company. The effect of these provisions is to
preclude a stockholder from removing incumbent directors without cause and
simultaneously gaining control of the Board of Directors by filling the
vacancies created by such removal with its own nominees.
Special Meetings of Stockholders
The Bylaws provide that special meetings of stockholders may be called by
the Chairman of the Board of Directors, the Chairman and Chief Executive
Officer--Nationwide Insurance Enterprise or the President and Chief Operating
Officer and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors. Stockholders are not permitted to call
special meetings of stockholders.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
The Company's Bylaws provide that in order to properly submit any business
to, or to nominate any person for election to the Board of Directors at, an
annual meeting of stockholders, a stockholder must provide timely notice
thereof in writing to the Secretary of the Company. To be considered timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Company (i) not less than 60 days nor more
than 90 days before the first anniversary date of the Company's proxy
statement in connection with the last annual meeting of stockholders or (ii)
if no annual meeting was held in the previous year or the date of the
applicable annual meeting has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, not less than
a reasonable time, as determined by the Board of Directors, prior to the date
of the applicable annual meeting. The Bylaws also specify certain requirements
pertaining to the form and substance of a stockholder's notice. These
provisions may preclude some stockholders from making nominations for
directors at an annual or special meeting or from bringing other matters
before the stockholders at a meeting.
Class B Common Stock
The superior voting rights of the Class B Common Stock might discourage
unsolicited merger proposals and unfriendly tender offers.
No Action by Written Consent of the Stockholders
The Certificate does not allow the stockholders of the Company to take
action by written consent in lieu of a meeting.
Delaware Takeover Statute
The Company is subject to the provisions of Section 203 of the DGCL. Section
203 prohibits a Delaware corporation from engaging in any "business
combination" with any "interested stockholder" for a period of three years
following the time that such stockholder became an interested stockholder
unless (i) prior to such
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time, the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder; or (ii) upon the consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation, as
defined in Section 203; or (iii) at or subsequent to such time, the business
combination is approved by the board of directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder. For these purposes, the term
"business combination" includes, but is not limited to, mergers, asset or
stock sales and other similar transactions with an "interested stockholder."
An "interested stockholder" is a person who, together with affiliates and
associates, owns (or, within the prior three years, did own) 15% or more of
the corporation's voting stock.
Limitation on Liability
The Company's Certificate contains a provision that is designed to limit the
directors' liability to the extent permitted by the DGCL and any amendments
thereto. Specifically, directors will not be held liable to the Company or its
stockholders for an act or omission in such capacity as a director, except for
liability as a result of (i) a breach of the duty of loyalty to the Company or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payment of an
improper dividend or improper repurchase of the Company's stock under Section
174 of the DGCL, or (iv) actions or omissions pursuant to which the director
received an improper personal benefit. The principal effect of the limitation
on liability provision is that a stockholder is unable to prosecute an action
for monetary damages against a director of the Company unless the stockholder
can demonstrate one of the specified bases for liability. This provision,
however, does not eliminate or limit director liability arising in connection
with causes of action brought under the federal securities laws. The Company's
Certificate does not eliminate its directors' duty of care. The inclusion of
this provision in the Company's Certificate may, however, discourage or deter
stockholders or management from bringing a lawsuit against directors for a
breach of their fiduciary duties, even though such an action, if successful,
might otherwise have benefited the Company and its stockholders. This
provision should not affect the availability of equitable remedies such as
injunction or rescission based upon a director's breach of the duty of care.
Indemnification
The Company's Bylaws also provide that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware law. The
Company is generally required to indemnify its directors and officers for all
judgments, fines, settlements, legal fees and other expenses incurred in
connection with pending or threatened legal proceedings because of the
director's or officer's position with the Company or another entity that the
director or officer serves at the Company's request, subject to certain
conditions, and to advance funds to its directors and officers to enable them
to defend against such proceedings. To receive indemnification, the director
or officer must have been successful in the legal proceeding or acted in good
faith and in what was reasonably believed to be a lawful manner in the
Company's best interest.
Certificate Provisions Relating to Corporate Opportunities
The Certificate provides that except as Nationwide Mutual (or its successors
or assigns) may otherwise agree in writing and except as set forth in the
Intercompany Agreement:
(i) no member of the Nationwide Insurance Enterprise shall have a duty to
refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as the Company; and
(ii) no member of the Nationwide Insurance Enterprise, nor any director,
officer, employee or agent or any member of Nationwide Mutual (except as
provided below), will be liable to the Company or to its stockholders for
breach of any fiduciary duty by reason of any such activities of such
member's or of such person's participation thereon.
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The Certificate also provides that in the event that any member of the
Nationwide Insurance Enterprise (other than the Company) acquires knowledge of
a potential transaction or matter which may be a corporate opportunity both
for a member of the Nationwide Insurance Enterprise and the Company, no member
of the Nationwide Insurance Enterprise shall have any duty to communicate or
offer such corporate opportunity to the Company nor shall any such member be
liable to the Company or its stockholders for breach of any fiduciary duty as
a stockholder of the Company or controlling person of a stockholder by reason
of the fact that any such member of the Nationwide Insurance Enterprise
pursues or acquires such opportunity for itself, directs such corporate
opportunity to another person or entity or does not communicate information
regarding, or offer, such corporate opportunity to the Company.
Further, the Certificate provides that in the event that a director,
officer, employee or agent of the Company who is also a director, officer,
employee or agent of any member of the Nationwide Insurance Enterprise
acquires knowledge of a potential transaction or matter that may be a
corporate opportunity for the Company or any member of the Nationwide
Insurance Enterprise (whether such potential transaction or matter is proposed
by a third party or is conceived of by such director, officer, employee or
agent of the Company), such director, officer, employee or agent shall be
entitled to offer such corporate opportunity to the Company or such member of
the Nationwide Insurance Enterprise as such director, officer, employee or
agent deems appropriate under the circumstances in his or her sole discretion,
and no such director, officer, employee or agent shall be liable to the
Company or its stockholders for breach of any fiduciary duty or duty of
loyalty or failure to act in (or not opposed to) the best interests of the
Company or the derivation of any improper personal benefit by reason of the
fact that (i) such director, officer, employee or agent offered such corporate
opportunity to such member of the Nationwide Insurance Enterprise (rather than
the Company) or did not communicate information regarding such corporate
opportunity to the Company or (ii) such member of the Nationwide Insurance
Enterprise pursues or acquires such corporate opportunity for itself or
directs such corporate opportunity to another person or does not communicate
information regarding such corporate opportunity to the Company. The
enforceability of the provisions discussed above under the DGCL has not been
established and counsel to the Company has not delivered an opinion as to the
enforceability of such provisions. These provisions of the Certificate may
eliminate certain rights that might have been available to stockholders under
the DGCL had such provisions not been included in the Certificate.
The Company's Board of Directors currently consists of eleven members, seven
of whom serve concurrently on the boards of directors of other companies
within the Nationwide Insurance Enterprise. In addition, a significant number
of officers of the Company will also be officers of other companies within the
Nationwide Insurance Enterprise.
The foregoing provisions of the Certificate shall expire on the date that
the members of the Nationwide Insurance Enterprise cease to beneficially own
(directly or indirectly) in the aggregate Common Stock representing at least
50% of the voting power of the outstanding shares of Common Stock.
LISTINGS
The Class A Common Stock has been approved for listing on the NYSE under the
symbol "NFS", subject to official notice of issuance.
TRANSFER AGENT AND REGISTRAR
First Chicago Trust Company of New York will serve as transfer agent and
registrar for the Class A Common Stock.
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THE FIXED INCOME OFFERINGS
Shortly following the Equity Offerings, the Company expects to consummate
the Note Offering, and the NFS Trust expects to consummate the Capital
Securities Offering. All of the NFS Trust's common trust securities will be
held by the Company. The sole assets of the NFS Trust will be the Debentures.
See "Capitalization" and "Management's Discussion and Analysis of Results of
Operations and Financial Condition--Effect of Dividends and the Fixed Income
Offerings."
The Senior Notes will rank pari passu with all other senior unsubordinated
indebtedness of the Company. The Senior Notes may be redeemed by the Company
in whole or in part prior to their final maturity upon the terms and at the
redemption prices specified in the prospectus relating to the Note Offering.
The Senior Notes are not entitled to the benefit of any sinking fund.
The consummation of the Equity Offerings is not conditioned on the
completion of the Fixed Income Offerings, and there can be no assurance that
either one or both of the Fixed Income Offerings will be consummated.
The Fixed Income Offerings are being made pursuant to separate prospectuses.
SHARES ELIGIBLE FOR FUTURE SALE
All of the shares of Class A Common Stock outstanding as a result of the
Equity Offerings will be freely tradeable without restriction or further
registration under the Securities Act by persons other than affiliates of the
Company. The shares of Class B Common Stock held by Nationwide Corp. are
deemed "restricted securities" as defined in Rule 144 under the Securities Act
and may not be resold in the absence of registration under the Securities Act
or pursuant to an exemption from such registration, including the exemptions
contained in Rule 144 under the Securities Act.
In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including affiliates of the Company who have
beneficially owned "restricted securities" for at least two years, may resell
within any three-month period a number of such shares that does not exceed the
greater of one percent of the outstanding shares of Class A Common Stock or
the reported average weekly trading volume of the Class A Common Stock on all
national securities exchanges during the four calendar weeks preceding such
sale. Sales under Rule 144 are also subject to certain manner-of-sale
provisions, notice requirements and the availability of current public
information about the Company. A person who is not deemed to be an affiliate
of the Company at any time during the 90 days preceding a sale, and who has
beneficially owned "restricted securities" for at least three years, may
resell such shares under Rule 144 without regard to the volume limitations,
manner-of-sale provisions or notice requirements. As defined in Rule 144, an
"affiliate" of an issuer is a person that directly, or indirectly through the
use of one or more intermediaries, controls, or is controlled by, or is in
common control with, such issuer. Nationwide Corp., as the holder of all of
the Class B Common Stock, is an "affiliate" of the Company for this purpose.
Sales of "restricted securities" by affiliates, even after a three-year
holding period, must continue to be made in brokers' transactions subject to
the volume limitations described above. The foregoing summary of Rule 144 is
not intended to be a complete description of that rule. Each share of Class B
Common Stock is convertible into one share of Class A Common Stock at any time
and is convertible automatically in certain circumstances, including upon
certain transfers. See "Description of Capital Stock--Class A Common Stock and
Class B Common Stock--Conversion." There can be no assurance that shares of
Class B Common Stock will not be converted into Class A Common Stock (which
shares would also be "restricted securities"), or that any holder or holders
of such "restricted securities" will not seek to sell their shares following
the offerings whether pursuant to registration rights or otherwise. Nationwide
Corp. has certain registration rights. See "Certain Relationships and Related
Transactions--New Agreements with the Nationwide Enterprise--Intercompany
Agreement--Registration Rights."
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Nationwide Corp. and the Company have agreed that, without the prior written
consent of Credit Suisse First Boston Corporation, they will not offer, sell,
contract to sell or otherwise dispose of, directly or indirectly, or file with
the Commission a registration statement under the Securities Act relating to
any additional shares of Class A Common Stock, or securities convertible into
or exchangeable or exercisable for shares of Class A Common Stock, for a
period of 180 days after the date of this Prospectus, except for the shares of
Class A Common Stock being reserved for sale at the initial public offering
price to the employees, directors and agents of the Company and the Nationwide
Insurance Enterprise as described in this Prospectus.
Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock and there can be no assurance that an active trading market
will develop and continue upon completion of the Equity Offerings or that the
market price for the Class A Common Stock will not decline below the initial
public offering price. Sales of substantial amounts of Class A Common Stock or
Class B Common Stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for the Class A Common Stock.
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UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1997 (the "U.S. Underwriting Agreement"), the
Underwriters named below (the "U.S. Underwriters"), for whom Credit Suisse
First Boston Corporation, Morgan Stanley & Co. Incorporated and Merrill Lynch,
Pierce, Fenner & Smith Incorporated are acting as representatives (the
"Representatives") have severally but not jointly agreed to purchase from the
Company the following respective numbers of shares of Class A Common Stock:
<TABLE>
<CAPTION>
Number of
Underwriter U.S. Shares
----------- -----------
<S> <C>
Credit Suisse First Boston Corporation...........................
Morgan Stanley & Co. Incorporated................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................
----------
Total.......................................................... 16,432,000
==========
</TABLE>
The U.S. Underwriting Agreement provides that the obligations of the U.S.
Underwriters are subject to certain conditions precedent and that the U.S.
Underwriters will be obligated to purchase all of the U.S. Shares offered
hereby (other than those shares covered by the over-allotment option described
below) if any are purchased. The U.S. Underwriting Agreement provides that, in
the event of a default by a U.S. Underwriter, in certain circumstances the
purchase commitments of non-defaulting U.S. Underwriters may be increased or
the U.S. Underwriting Agreement may be terminated.
The Company has entered into a Subscription Agreement dated , 1997 (the
"Subscription Agreement") with the Managers of the International Offering (the
"Managers" and, together with the U.S. Underwriters, the "Underwriters")
providing for the concurrent offer and sale of the International Shares
outside the United States and Canada. The closing of the U.S. Offering is a
condition to the closing of the International Offering and vice versa.
The Company has granted to the U.S. Underwriters and the Managers an option,
exercisable by Credit Suisse First Boston Corporation on behalf of the U.S.
Underwriters and the Managers, expiring at the close of business on the 30th
day after the date of this Prospectus, to purchase up to 3,081,000 additional
shares of Class A Common Stock (the "Option Shares") at the initial public
offering price less the underwriting discounts and commissions, all as set
forth on the cover page of this Prospectus. Such option may be exercised only
to cover over-allotments in the sale of the shares of Class A Common Stock. To
the extent that such option is exercised, each U.S. Underwriter and each
Manager will become obligated, subject to certain conditions, to purchase
approximately the same percentage of the Option Shares as the number of U.S.
Shares set forth next to such U.S. Underwriter's name in the preceding table
and as the number set forth next to such Manager's name in the corresponding
table in the prospectus relating to the International Shares bears to the sum
of the total number of shares of Class A Common Stock in such tables.
The Company has been advised by the Representatives that the U.S.
Underwriters propose to offer the U.S. Shares in the United States and Canada
to the public initially at the public offering price set forth on the cover
page of this Prospectus and, through the Representatives, to certain dealers
at such price less a concession of $ per share, and the U.S. Underwriters
and such dealers may allow a discount of $ per share on sales
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to certain other dealers. After the initial public offering, the public
offering price and concession and discount to dealers may be changed by the
Representatives.
The public offering price, the aggregate underwriting discounts and
commissions per share and the per share discount to dealers for the U.S.
Offering and the concurrent International Offering will be identical. Pursuant
to an Agreement between the U.S. Underwriters and the Managers (the
"Intersyndicate Agreement") relating to the Offerings, changes in the public
offering price, concession and discount to dealers will be made only upon the
mutual agreement of Credit Suisse First Boston Corporation, as representative
of the U.S. Underwriters, and Credit Suisse First Boston (Europe) Limited
("CSFBL") on behalf of the Managers.
Pursuant to the Intersyndicate Agreement, each of the U.S. Underwriters has
agreed that, as part of the distribution of the U.S. Shares and subject to
certain exceptions, it has not offered or sold, and will not offer or sell,
directly or indirectly, any Class A Common Stock or distribute any prospectus
relating to the Class A Common Stock to any person outside the United States
or Canada or to any other dealer who does not so agree. Each of the Managers
has agreed or will agree that, as part of the distribution of the
International Shares and subject to certain exceptions, it has not offered or
sold, and will not offer or sell, directly or indirectly, any shares of Class
A Common Stock or distribute any prospectus relating to the Class A Common
Stock in the United States or Canada or to any other dealer who does not so
agree. The foregoing limitations do not apply to stabilization transactions or
to transactions between the U.S. Underwriters and the Managers pursuant to the
Intersyndicate Agreement. As used herein, "United States" means the United
States of America (including the States and the District of Columbia), its
territories, possessions and other areas subject to its jurisdiction, "Canada"
means Canada, its provinces, territories, possessions and other areas subject
to its jurisdiction, and an offer or sale shall be in the United States or
Canada if it is made to (i) any individual resident in the United States or
Canada or (ii) any corporation, partnership, pension profit-sharing or other
trust or other entity (including any such entity acting as an investment
adviser with discretionary authority) whose office most directly involved with
the purchase is located in the United States or Canada.
Pursuant to the Intersyndicate Agreement, sales may be made between the U.S.
Underwriters and the Managers of such number of shares of Class A Common Stock
as may be mutually agreed upon. The price of any shares so sold will be the
public offering price, less such amount as may be mutually agreed upon by
Credit Suisse First Boston Corporation, as representative of the U.S.
Underwriters, and CSFBL, on behalf of the Managers, but not exceeding the
selling concession applicable to such shares. To the extent there are sales
between the U.S. Underwriters and the Managers pursuant to the Intersyndicate
Agreement, the number of shares of Class A Common Stock initially available
for sale by the U.S. Underwriters or by the Managers may be more or less than
the amount appearing on the cover page of the Prospectus. Neither the U.S.
Underwriters nor the Managers are obligated to purchase from the other any
unsold shares of Class A Common Stock.
The Company has agreed that, without the prior written consent of Credit
Suisse First Boston Corporation, it will not offer, sell, contract to sell or
otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the Securities Act relating to any additional
shares of Class A Common Stock, or securities convertible into or exchangeable
or exercisable for shares of Class A Common Stock, for a period of 180 days
after the date of this Prospectus.
The Company has agreed to indemnify the U.S. Underwriters and the Managers
against certain liabilities, including civil liabilities under the Securities
Act, or to contribute to payments which the U.S. Underwriters and the Managers
may be required to make in respect thereof.
The Class A Common Stock has been approved for listing on the NYSE under the
symbol "NFS", subject to official notice of issuance. The U.S. Underwriters
will undertake to the NYSE that the Class A Common Stock will be sold to
ensure that NYSE distribution standards will be met requiring that sales in
the United States will be made in lots of 100 or more shares of Class A Common
Stock to a sufficient number of persons to establish a minimum of 2,000 round
lot beneficial holders after the U.S. Offering.
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The Representatives have informed the Company that they do not expect sales
to any accounts over which the U.S. Underwriters exercise discretionary
authority to exceed 5% of the shares offered in the Offerings.
At the request of the Company, up to a maximum of 1,437,800 shares of Class
A Common Stock are being reserved for sale at the initial public offering
price as set forth on the cover page of this Prospectus to the employees,
officers, directors and agents of the Company and other members of the
Nationwide Insurance Enterprise subject to confirmation after the pricing of
the Equity Offerings. The shares of Class A Common Stock sold through the
reserved share program will be sold subject to the same terms and conditions
as all other shares of Class A Common Stock sold in the Equity Offerings. The
number of shares of Class A Common Stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved
shares. Any shares not so purchased will be offered by the U.S. Underwriters
to the general public on the same basis as the other shares of Class A Common
Stock offered hereby.
Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock. The initial public offering price for the Class A Common Stock
will be determined through negotiations between the Company and Credit Suisse
First Boston Corporation on behalf of the U.S. Underwriters and the Managers.
Among the factors considered in determining the initial public offering price
will be the history of and prospects for the Company and the sectors in which
it operates, the past and present operating results of the Company and the
trends of such results, the general conditions of the securities markets at
the time of the offering and the prices of similar securities of comparable
companies.
From time to time, Credit Suisse First Boston Corporation has provided
investment banking services to the Company, Nationwide Life and other members
of the Nationwide Insurance Enterprise, for which it has received customary
compensation. It is expected that Credit Suisse First Boston Corporation will
continue to provide such services in the future. The Representatives also are
acting as representatives of the underwriters of the Fixed Income Offerings.
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NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Class A Common Stock in Canada is being made only on
a private placement basis exempt from the requirement that the Company prepare
and file a prospectus with the securities regulatory authorities in each
province where trades of Class A Common Stock are effected. Accordingly, any
resale of Class A Common Stock in Canada must be made in accordance with
applicable securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
available statutory exemptions or pursuant to a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers
are advised to seek legal advice prior to any resale of Class A Common Stock.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Class A Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to the Company and the dealer from
whom such purchase confirmation is received that (i) such purchaser is
entitled under applicable provincial securities laws to purchase such Class A
Common Stock without the benefit of a prospectus qualified under such
securities laws, (ii) where required by law, that such purchaser is purchasing
as principal and not as agent, and (iii) such purchaser has reviewed the text
above under "Resale Restrictions."
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available,
including common law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal securities
laws.
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the Company and such persons may be located outside of Canada and, as a
result, it may not be possible to satisfy a judgment against the Company or
such persons in Canada or to enforce a judgment obtained in Canadian courts
against such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Class A Common Stock to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file within
the British Columbia Securities Commission a report within ten days of the
sale of any Class A Common Stock acquired by such purchaser pursuant to this
offering. Such report must be in the form attached to British Columbia
Securities Commission Blanket Order BOR #95/17, a copy of which may be
obtained from the Company. Only one such report must be filed in respect of
Class A Common Stock acquired on the same date and under the same prospectus
exemption.
LEGAL MATTERS
The validity of the Class A Common Stock offered hereby will be passed upon
for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York. Certain
other legal matters will be passed upon for the Company by W. Sidney Druen,
Esq., Senior Vice President and General Counsel. Certain legal matters
relating to the Equity Offerings will be passed upon for the Underwriters by
Dewey Ballantine, New York, New York.
100
<PAGE>
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company and its subsidiaries as of December 31, 1996 and 1995, and for
each of the years in the three-year period ended December 31, 1996 included
herein and elsewhere in this Registration Statement have been included herein
and elsewhere in this Registration Statement in reliance on the report of KPMG
Peat Marwick LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.
101
<PAGE>
GLOSSARY OF SELECTED INSURANCE TERMS
ANNUITY.......................... A contract that provides for a fixed or
variable periodic payment made from a
stated or contingent date and continued for
a specific period, such as for a number of
years (certain period) or for life (life
contingent), either immediately or after a
stated accumulation period.
ASSET VALUATION RESERVE; AVR..... The asset valuation reserve adopted by the
NAIC in 1991. AVR appears as a liability on
a life insurer's statutory financial
statements. AVR establishes statutory
reserves for debt securities, common
stocks, preferred stocks, mortgage loans,
equity real estate, joint ventures and
other invested assets. AVR generally
captures all realized and unrealized gains
and losses on such assets, other than those
resulting from changes in interest rates.
AVR has no effect on financial statements
prepared in conformity with GAAP.
The amount of cash that may be realized by
CASH VALUE....................... the owner of a life insurance policy or
annuity contract with a life insurance
company upon lapse or surrender of the
policy or contract prior to its maturity.
CEDE, CEDING COMPANY............. When a company reinsures all or a portion
of its risk with another, it "cedes"
business and is referred to as the "ceding
company."
COINSURANCE...................... A form of reinsurance whereby the reinsurer
assumes an agreed portion of risk insured
by the ceding insurer and shares premium
revenues and losses in proportion to the
agreed portion.
CREDITING RATES.................. Interest rates applied to life insurance
policies and annuity contracts, whether
contractually guaranteed or currently
declared for a specified period.
DEFERRED ANNUITY................. An annuity that (i) can be paid either with
a single premium or a series of
installments and (ii) includes a schedule
of periodic income benefit to commence
after an accumulation period.
DEFERRED POLICY ACQUISITION Commissions and other selling expenses that
COSTS............................ vary with and are directly related to the
production of business. These acquisition
costs are deferred and amortized in
conformity with GAAP.
FIXED OPTION UNDER THE COMPANY'S
VARIABLE ANNUITY CONTRACTS......
Includes an investment option under the
Company's individual variable annuity
contracts which provides the contractholder
a return at a specified interest rate,
fixed for a prescribed period. Also
included are the Company's fixed group
annuity contracts offered as companion
contracts with variable group annuity
contracts. A fixed group annuity contract
which is companioned with a variable group
annuity contract would operate in a manner
which is indistinguishable from the fixed
102
<PAGE>
option of a variable annuity. For example,
companioned fixed group annuity contracts
have the same surrender charge schedules
and deposit commission scales as the
variable contract with which they are
companioned. In addition, monies can be
moved between the fixed group annuity
contract and the variable contract, subject
to certain limitations, without incurring a
surrender charge.
GENERAL ACCOUNT.................. All an insurer's assets other than those
allocated to a separate account. The
insurer bears the investment risk on the
invested assets of the general account.
GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES; GAAP................ United States generally accepted accounting
principles as defined by the American
Institute of Certified Public Accountants
and the Financial Accounting Standards
Board.
IMMEDIATE ANNUITY................ An annuity that begins payment immediately
after issuance.
IN FORCE......................... The total face amount of insurance coverage
under contracts that have not expired.
INSURANCE GUARANTY Associations created in all states, the
ASSOCIATIONS..................... District of Columbia and Puerto Rico by
law, to cover funding shortfalls in paying
claims of insolvent life insurance
companies. These associations obtain funds
by post-insolvency assessments of life
insurance companies operating in a
particular state in proportion to their
business written in that state.
INSURANCE PREMIUM................ The amount that a policyholder is charged,
in reflecting the expectation of loss or
risk. The insurance company assumes the
risks of the insured (length of life, state
of health or liability exposure) in
exchange for a premium payment. Premiums
are calculated by combining expectation of
loss and expense and profit loadings.
INTEREST MAINTENANCE RESERVE; The interest maintenance reserve adopted by
IMR.............................. the NAIC in 1991. IMR appears as a
liability on a life insurer's statutory
financial statements and applies to all
types of fixed income investments (bonds,
preferred stocks, mortgage-backed
securities and mortgage loans). IMR
captures the net gains or losses from
changes in the overall level of interest
rates that are realized upon the sale of
investments prior to maturity and amortizes
these net realized gains into income over
the remaining life of each investment sold.
IMR has no effect on financial statements
prepared in conformity with GAAP.
MORBIDITY RATE................... The relative incidence of disability due to
disease or physical impairment.
MORTALITY RATE................... The relative incidence of death of life
insureds or annuitants.
NAIC............................. The National Association of Insurance
Commissioners, an association of the chief
insurance supervisory officials of each
state, territory and possession of the
United States.
103
<PAGE>
PERSISTENCY......................
Percentage of life insurance policies or
annuity contracts remaining in force until
completion of the term for which the policy
or contract was written.
POLICY ACQUISITION COSTS......... Agents' and brokers' commissions, premiums,
taxes, marketing, underwriting and other
direct expenses related to the production
of business. Such costs that vary with and
are directly related to the production of
business are deferred and amortized to
achieve a matching of revenues and expenses
when reported in financial statements
prepared in conformity with GAAP.
POLICY RESERVES; RESERVES........ Liabilities established by insurers to
reflect the present value of claims
payments and the related expenses that the
insurer will ultimately be required to pay
in respect of insurance it has written.
REINSURANCE...................... The practice whereby one party, called the
reinsurer or assuming company, in
consideration of a premium paid to such
party, agrees to indemnify another party,
called the ceding company. Reinsurance
provides a primary insurer with three major
benefits: it reduces net liability on
individual risks; it helps to protect
against catastrophic losses; and it helps
to maintain acceptable surplus and reserve
ratios. Reinsurance provides a primary
insurer with additional underwriting
capacity in that the primary insurer can
accept larger risks and can expand the
volume of business it writes without
increasing its capital base. Reinsurance
may be on an assumption basis, which
effectively transfers to the reinsurer all
rights and obligations on the business
reinsured. Reinsurance may be a coinsurance
basis, which means that the reinsurer
accepts a stated proportion of all policy
risks. Reinsurance may be on an excess or
stop loss basis, which means that the
reinsurer is responsible for any benefits
in excess of a stated amount.
RISK-BASED CAPITAL Regulatory and rating agency targeted
REQUIREMENTS..................... surplus based on the relationship of
statutory capital and surplus, with certain
adjustments, to the sum of stated
percentages of each element of a specified
list of Company risk exposures.
SEPARATE ACCOUNTS................ Investment accounts maintained by an
insurer to which funds have been allocated
for certain policies under provisions of
relevant state insurance law. The
investments in each separate account are
maintained separately from those in other
separate accounts and the general account.
The investment results of the separate
account assets are passed through directly
to the separate account policyholders, so
that an insurer derives management and
other fees from, but bears no investment
risk on, these assets, except the risk on a
small number of products that returns on
separate account assets will not meet the
relatively low minimum rate guaranteed on
these products.
104
<PAGE>
SINGLE PREMIUM DEFERRED
ANNUITIES; SPDA'S............... Annuities that require a one-time lump sum
payment of consideration upon the issuance
of the contract with benefit payments
commencing at some future date following an
accumulation period.
STATUTORY ACCOUNTING PRACTICES... Those accounting practices prescribed or
permitted by an insurer's domiciliary state
insurance regulator for purposes of
financial reporting to regulators.
SURRENDERS AND WITHDRAWALS....... Surrenders of life insurance policies and
annuity contracts for their entire net cash
surrender values and withdrawals of a
portion of such values.
TERM LIFE INSURANCE.............. Life insurance offering protection during a
certain number of years, but expiring
without policy cash value if the insured
survives the stated period. Most term
policies provide for guaranteed
continuation of coverage for life at
increased premium rates.
UNIVERSAL LIFE INSURANCE.........
Life insurance under which (i) premiums are
generally flexible, (ii) the level of death
benefits may be adjusted and (iii) expenses
and other charges are specifically
disclosed to a purchaser. This policy is
sometimes referred to as unbundled life
insurance because its three basic elements
(investment earnings, cost of protection
and expense charges) are separately
identified both in the policy and in an
annual report to the policyholder.
VARIABLE ANNUITY................. Annuity in which premium payments are used
to purchase accumulation units. The value
of a unit fluctuates in accordance with the
investment experience of a separate
account; variable annuity contracts
typically include a general account
guaranteed interest investment option. At
the time of the payment of benefits to the
annuitant, the annuitant can generally
elect from a number of payment options
which provide either fixed or variable
benefit payments.
VARIABLE LIFE INSURANCE..........
Life insurance under which the benefits
payable upon death or surrender vary to
reflect the investment experience of the
separate account supporting such policies;
variable life insurance policies typically
include a general account guaranteed
interest investment option.
WHOLE LIFE INSURANCE............. Permanent life insurance offering
guaranteed death benefits and guaranteed
cash values.
105
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Independent Auditors' Report............................................. F-2
Consolidated Balance Sheets as of December 31, 1996 and 1995............. F-3
Consolidated Statements of Income for the Years Ended December 31, 1996,
1995 and 1994........................................................... F-4
Consolidated Statements of Shareholder's Equity for the Years Ended
December 31, 1996, 1995 and 1994........................................ F-5
Consolidated Statements of Cash Flows for the Years Ended December 31,
1996, 1995 and 1994..................................................... F-6
Notes to Consolidated Financial Statements............................... F-7
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nationwide Financial Services, Inc.:
We have audited the accompanying consolidated balance sheets of Nationwide
Financial Services, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of income, shareholder's equity and
cash flows for each of the years in the three-year period ended December 31,
1996. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Nationwide
Financial Services, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.
As discussed in note 1 to the consolidated financial statements, the Company
was formed in November 1996 as a holding company for Nationwide Life Insurance
Company and the other companies within the Nationwide Insurance Enterprise
that offer or distribute long-term savings and retirement products. The
consolidated financial statements are presented as if these companies were
consolidated for all periods presented.
In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
Columbus, Ohio KPMG Peat Marwick LLP
January 31, 1997
F-2
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
($000'S OMITTED)
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
ASSETS
Investments (notes 6, 9 and 10):
Securities available-for-sale, at fair value:
Fixed maturity securities (cost $11,970,878 in 1996;
$11,872,870 in 1995)................................ $12,304,639 12,495,878
Equity securities (cost $43,890 in 1996; $31,234 in
1995)............................................... 59,131 37,570
Fixed maturity securities held-to-maturity, at
amortized cost (fair value $5,944 in 1996; $5,989 in
1995)................................................. 5,877 5,720
Mortgage loans on real estate, net..................... 5,272,119 4,627,387
Real estate, net....................................... 265,759 229,442
Policy loans........................................... 371,816 336,356
Other long-term investments............................ 28,668 61,989
Short-term investments (note 14)....................... 9,261 42,671
----------- ----------
18,317,270 17,837,013
----------- ----------
Cash..................................................... 43,183 10,055
Accrued investment income................................ 210,182 212,963
Deferred policy acquisition costs........................ 1,366,509 1,020,356
Investment in subsidiaries classified as discontinued
operations (notes 1 and 3).............................. 485,707 506,677
Other assets (note 7).................................... 420,685 327,916
Assets held in Separate Accounts (note 9)................ 26,926,702 18,591,108
----------- ----------
$47,770,238 38,506,088
=========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Future policy benefits and claims (notes 7 and 9)........ $17,179,060 16,358,614
Policyholders' dividend accumulations.................... 361,401 348,027
Other policyholder funds................................. 60,073 65,297
Accrued Federal income tax (note 8):
Current................................................ 29,201 36,980
Deferred............................................... 158,896 237,247
----------- ----------
188,097 274,227
----------- ----------
Dividend payable to shareholder (notes 1 and 3).......... 485,707 --
Other liabilities........................................ 437,465 252,085
Liabilities related to Separate Accounts (note 9)........ 26,926,702 18,591,108
----------- ----------
45,638,505 35,889,358
----------- ----------
Commitments and contingencies (notes 10 and 16)
Shareholder's equity (notes 2, 4, 5, 6, 13 and 14):
Class A common shares, $.01 par value. Authorized
750,000,000 shares, no shares issued and outstanding.. -- --
Class B common shares, $.01 par value. Authorized
750,000,000 shares, 104,745,000 shares issued and
outstanding........................................... 1,047 1,047
Additional paid-in capital............................. 551,422 680,690
Retained earnings...................................... 1,405,672 1,550,689
Unrealized gains on securities available-for-sale,
net................................................... 173,592 384,304
----------- ----------
2,131,733 2,616,730
----------- ----------
$47,770,238 38,506,088
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
($000'S OMITTED, EXCEPT PER COMMON SHARE INFORMATION)
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Revenues (note 17):
Investment product and universal life
insurance product policy charges........ $ 400,902 286,534 217,245
Traditional life insurance premiums...... 198,642 199,106 176,658
Net investment income (note 6)........... 1,357,759 1,294,033 1,210,811
Realized losses on investments (note 6).. (208) (1,724) (16,527)
Other income............................. 59,505 59,089 45,897
---------- ---------- ----------
2,016,600 1,837,038 1,634,084
---------- ---------- ----------
Benefits and expenses:
Benefits and claims...................... 1,160,580 1,115,493 992,667
Provision for policyholders' dividends
on participating policies (note 13)..... 40,973 39,937 38,754
Amortization of deferred policy
acquisition costs....................... 133,394 82,695 85,568
Other operating expenses (note 14)....... 353,565 317,743 276,632
---------- ---------- ----------
1,688,512 1,555,868 1,393,621
---------- ---------- ----------
Income from continuing operations
before federal income tax expense..... 328,088 281,170 240,463
---------- ---------- ----------
Federal income tax expense (benefit) (note
8):
Current.................................. 116,021 89,400 77,009
Deferred................................. (211) 6,914 5,507
---------- ---------- ----------
115,810 96,314 82,516
---------- ---------- ----------
Income from continuing operations...... 212,278 184,856 157,947
Income from discontinued operations (less
federal income tax expense of $4,453,
$7,446 and $10,915 in 1996, 1995 and 1994,
respectively) (note 3).................... 11,324 24,714 20,459
---------- ---------- ----------
Net income............................. $ 223,602 209,570 178,406
========== ========== ==========
Actual results per common share (note 4):
Income from continuing operations........ $ 2.03 $ 1.76 $ 1.51
Net income............................... $ 2.13 $ 2.00 $ 1.70
Weighted average number of common shares
outstanding
(in thousands)(note 4).................... 104,745 104,745 104,745
Pro forma results per common share (note
4):
Income from continuing operations........ $ 1.48 $ 1.29 $ 1.10
Net income............................... $ 1.35 $ 1.27 $ 1.08
Pro forma weighted average number of common
shares
outstanding for calculation using income
from continuing operations (in thousands)
(note 4).................................. 143,381 143,381 143,381
Pro forma weighted average number of common
shares outstanding for calculation using
net income (in thousands) (note 4)........ 165,459 165,459 165,459
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
($000'S OMITTED)
<TABLE>
<CAPTION>
UNREALIZED
GAINS (LOSSES)
CLASS A CLASS B ADDITIONAL ON SECURITIES TOTAL
COMMON COMMON PAID-IN RETAINED AVAILABLE-FOR- SHAREHOLDER'S
SHARES SHARES CAPITAL EARNINGS SALE, NET EQUITY
------- ------- ---------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1994:
Balance, beginning of
year................. $-- 1,047 429,661 1,172,163 6,745 1,609,616
Capital contribution.. -- -- 200,000 -- -- 200,000
Dividends to
shareholder.......... -- -- -- (1,000) -- (1,000)
Net income............ -- -- -- 178,406 -- 178,406
Adjustment for change
in accounting for
certain investments
in debt and equity
securities, net (note
5)................... -- -- -- -- 212,553 212,553
Unrealized losses on
securities available-
for-sale, net........ -- -- -- -- (338,971) (338,971)
---- ----- -------- --------- -------- ---------
Balance, end of year.. $-- 1,047 629,661 1,349,569 (119,673) 1,860,604
==== ===== ======== ========= ======== =========
1995:
Balance, beginning of
year................. -- 1,047 629,661 1,349,569 (119,673) 1,860,604
Capital contribution.. -- -- 51,029 -- (4,111) 46,918
Dividends to
shareholder.......... -- -- -- (8,450) -- (8,450)
Net income............ -- -- -- 209,570 -- 209,570
Unrealized gains on
securities available-
for-sale, net........ -- -- -- -- 508,088 508,088
---- ----- -------- --------- -------- ---------
Balance, end of year.. $-- 1,047 680,690 1,550,689 384,304 2,616,730
==== ===== ======== ========= ======== =========
1996:
Balance, beginning of
year................. -- 1,047 680,690 1,550,689 384,304 2,616,730
Issuance of common
shares............... -- -- 1 -- -- 1
Dividends to
shareholder (notes 1
and 3)............... -- -- (129,269) (368,619) (39,819) (537,707)
Net income............ -- -- -- 223,602 -- 223,602
Unrealized losses on
securities available-
for-sale, net........ -- -- -- -- (170,893) (170,893)
---- ----- -------- --------- -------- ---------
Balance, end of year.. $-- 1,047 551,422 1,405,672 173,592 2,131,733
==== ===== ======== ========= ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
($000'S OMITTED)
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................ $ 223,602 209,570 178,406
Adjustments to reconcile net income to
net cash provided by operating
activities:
Capitalization of deferred policy
acquisition costs.................. (422,572) (321,327) (242,431)
Amortization of deferred policy
acquisition costs.................. 133,394 82,695 85,568
Amortization and depreciation....... 7,307 13,189 5,383
Realized (gains) losses on invested
assets, net........................ (633) 3,250 16,094
Deferred Federal income tax
(benefit) expense.................. (173) 5,305 6,190
Decrease (increase) in accrued
investment income.................. 2,781 (16,889) (12,918)
(Increase) decrease in other
assets............................. (93,575) 25,844 (72,268)
Increase in policy liabilities...... 305,755 135,937 118,361
Increase in policyholders' dividend
accumulations...................... 13,374 12,639 15,298
(Decrease) increase in accrued
Federal income tax payable......... (7,779) 32,579 (3,927)
Increase in other liabilities....... 185,380 31,966 6,856
Other, net.......................... (5,281) (21,970) (22,760)
----------- ----------- -----------
Net cash provided by operating ac-
tivities......................... 341,580 192,788 77,852
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from maturity of securities
available-for-sale................... 1,162,766 634,553 544,843
Proceeds from sale of securities
available-for-sale................... 299,558 150,453 268,987
Proceeds from maturity of fixed
maturity securities
held-to-maturity..................... -- 564,450 491,862
Proceeds from repayments of mortgage
loans on real estate................. 309,050 207,832 190,574
Proceeds from sale of real estate..... 18,519 48,331 46,713
Proceeds from repayments of policy
loans and sale of other invested
assets............................... 22,795 53,587 120,506
Cost of securities available-for-sale
acquired............................. (1,573,640) (1,998,165) (1,858,036)
Cost of fixed maturity securities
held-to-maturity acquired............ -- (599,356) (410,379)
Cost of mortgage loans on real estate
acquired............................. (972,776) (796,026) (497,349)
Cost of real estate acquired.......... (7,862) (10,928) (6,385)
Policy loans issued and other invested
assets acquired...................... (57,740) (75,910) (65,302)
Short-term investments, net........... 33,410 91,659 (98,541)
Purchase of affiliate (note 14)....... -- -- (155,000)
----------- ----------- -----------
Net cash used in investing activi-
ties............................. (765,920) (1,729,520) (1,427,507)
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from issuance of common
shares............................... 1 -- --
Proceeds from capital contributions... -- -- 200,000
Dividends paid to shareholder......... (52,000) (8,450) (1,000)
Increase in investment product and
universal life insurance product
account balances..................... 2,293,933 2,809,385 3,547,976
Decrease in investment product and
universal life insurance product
account balances..................... (1,784,466) (1,258,758) (2,412,595)
----------- ----------- -----------
Net cash provided by financing ac-
tivities......................... 457,468 1,542,177 1,334,381
----------- ----------- -----------
Net increase (decrease) in cash......... 33,128 5,445 (15,274)
Cash, beginning of year................. 10,055 4,610 19,884
----------- ----------- -----------
Cash, end of year....................... $ 43,183 10,055 4,610
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
($000'S OMITTED)
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS
Nationwide Financial Services, Inc. (NFS) was formed in November 1996 as a
holding company for Nationwide Life Insurance Company (NLIC) and the other
companies within the Nationwide Insurance Enterprise that offer or distribute
long-term savings and retirement products. NFS is a wholly owned subsidiary of
Nationwide Corporation (Nationwide Corp.). The consolidated financial
statements represent the results of NLIC and subsidiaries and three marketing
and distribution companies as if they were consolidated with NFS for all
periods presented. This presentation is based on Nationwide Corp.'s
contribution of the common stock of those entities to NFS on January 27, 1997
in anticipation of the initial public offering of common stock of NFS
described more fully in note 2. NFS and the other companies whose results are
included in the consolidated financial statements are collectively referred to
as "the Company."
In anticipation of the restructuring described above, on September 24, 1996,
NLIC's Board of Directors declared a dividend payable to Nationwide Corp.
consisting of the outstanding shares of common stock of certain subsidiaries
that do not offer or distribute long-term savings and retirement products. In
addition, during 1996, NLIC entered into two reinsurance agreements whereby
all of NLIC's accident and health and group life insurance business was ceded
to two affiliates effective January 1, 1996. These subsidiaries and all
accident and health and group life insurance business have been accounted for
as discontinued operations for all periods presented. See notes 3 and 14.
In addition, as part of the restructuring described above, NLIC intends to
make an $850,000 distribution to NFS which will then make an equivalent
distribution to Nationwide Corp.
The three marketing and distribution companies contributed by Nationwide
Corp. to NFS in January, 1997 are: Public Employees Benefit Services
Corporation (PEBSCO), NEA Valuebuilder Investor Services, Inc. (NEAVIS) and
Nationwide Financial Institution Distributors Agency, Inc. (NFIDA).
The Company is a leading provider of long-term savings and retirement
products to retail and institutional customers and is subject to competition
from other financial services providers throughout the United States. The
Company is subject to regulation by the Insurance Departments of states in
which it is licensed, and undergoes periodic examinations by those
departments.
The following is a description of the most significant risks facing life
insurers and how the Company mitigates those risks:
Legal/Regulatory Risk is the risk that changes in the legal or regulatory
environment in which an insurer operates will create additional expenses
not anticipated by the insurer in pricing its products. That is, regulatory
initiatives, new legal theories or insurance company insolvencies through
guaranty fund assessments may create costs for the insurer beyond those
currently recorded in the consolidated financial statements. The Company
mitigates this risk by offering a wide range of products and by operating
throughout the United States, thus reducing its exposure to any single
product or jurisdiction, and also by employing underwriting practices which
identify and minimize the adverse impact of this risk.
Credit Risk is the risk that issuers of securities owned by the Company
or mortgagors on mortgage loans on real estate owned by the Company will
default or that other parties, including reinsurers, which owe the Company
money, will not pay. The Company minimizes this risk by adhering to a
conservative investment strategy, by maintaining reinsurance and credit and
collection policies and by providing for any amounts deemed uncollectible.
F-7
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Interest Rate Risk is the risk that interest rates will change and cause
a decrease in the value of an insurer's investments. This change in rates
may cause certain interest-sensitive products to become uncompetitive or
may cause disintermediation. The Company mitigates this risk by charging
fees for non-conformance with certain policy provisions, by offering
products that transfer this risk to the purchaser, and/or by attempting to
match the maturity schedule of its assets with the expected payouts of its
liabilities. To the extent that liabilities come due more quickly than
assets mature, an insurer would have to borrow funds or sell assets prior
to maturity and potentially recognize a gain or loss.
(2) INITIAL PUBLIC OFFERING
The Company is currently planning an initial public offering of its Class A
common stock (the Equity Offering) during the first quarter of 1997. After the
Equity Offering, Nationwide Corp. will continue to own all of the shares of
Class B common stock, which will represent approximately 98% of the voting
stock of the Company. Subsequent to December 31, 1996, the Company's Board of
Directors approved a 104,745 for one split of the Company's Class B common
stock, which will become effective February 10, 1997. Share information for
all periods presented has been restated to reflect the split.
Shortly after the Equity Offering, the Company expects to consummate the
public offering of $300,000 of senior notes due 2027. In addition, Nationwide
Financial Services Capital Trust, an affiliate of the Company, expects to
consummate the public offering of $100,000 of capital securities.
See note 13 for information on voting and conversion rights of Class A and
Class B common stock.
(3) DISCONTINUED OPERATIONS
As described in note 1, NFS is a holding company for NLIC and certain other
companies that offer or distribute long-term savings and retirement products.
Prior to the contribution by Nationwide Corp. to NFS of the outstanding common
stock of NLIC and other companies, NLIC effected certain transactions with
respect to certain subsidiaries and lines of business that were unrelated to
long-term savings and retirement products.
On September 24, 1996, NLIC's Board of Directors declared a dividend to
Nationwide Corp. consisting of the outstanding shares of common stock of three
subsidiaries: Employers Life Insurance Company of Wausau (ELICW), National
Casualty Company (NCC) and West Coast Life Insurance Company (WCLIC). ELICW
writes group accident and health and group life insurance business and
maintains its offices in Wausau, Wisconsin. NCC is a property and casualty
company that serves as a fronting company for a property and casualty
subsidiary of Nationwide Mutual Insurance Company (NMIC), an affiliate. NCC
maintains its offices in Scottsdale, Arizona. WCLIC writes high dollar term
life insurance policies and is located in San Francisco, California. ELICW,
NCC and WCLIC have been accounted for as discontinued operations for all
periods presented. The Company did not recognize any gain or loss on the
disposal of these subsidiaries.
A summary of the combined results of operations and assets and liabilities
of ELICW, NCC and WCLIC as of and for the years ended December 31, 1996, 1995
and 1994 is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
Revenues.................................... $ 668,870 422,149 84,226
Net income.................................. 10,824 25,806 11,753
Assets, consisting primarily of
investments................................ 3,029,293 2,965,353 2,537,692
Liabilities, consisting primarily of policy
benefits and claims........................ 2,543,586 2,460,649 2,179,263
</TABLE>
During 1996, NLIC entered into two reinsurance agreements whereby all of
NLIC's accident and health and group life insurance business was ceded to
ELICW and NMIC, effective January 1, 1996. As a result of the reinsurance,
NLIC's accident and health and group life insurance business had no effect on
the Company's 1996
F-8
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
consolidated statement of income. See note 14 for a complete discussion of the
reinsurance agreements. NLIC's accident and health and group life insurance
business is accounted for as discontinued operations for all periods
presented. The Company did not recognize any gain or loss on the disposal of
the accident and health and group life insurance business.
A summary of the results of operations and assets and liabilities of the
accident and health and group life insurance business as of and for the years
ended December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- ------- -------
<S> <C> <C> <C>
Revenues......................................... $ -- 354,788 362,476
Net income....................................... -- (1,742) 8,706
Assets, consisting primarily of investments...... 259,185 239,426 234,082
Liabilities, consisting primarily of policy
benefits and claims............................. 259,185 239,426 234,082
</TABLE>
(4) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Company that materially
affect financial reporting are summarized below. The accompanying consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles (GAAP) which differ from statutory accounting practices
prescribed or permitted by regulatory authorities. Annual Statements for the
Company's insurance subsidiaries, filed with the department of insurance of
each insurance company's state of domicile, are prepared on the basis of
accounting practices prescribed or permitted by each department. Prescribed
statutory accounting practices include a variety of publications of the
National Association of Insurance Commissioners (NAIC), as well as state laws,
regulations and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed. The Company's
insurance subsidiaries have no material permitted statutory accounting
practices.
In preparing the consolidated financial statements, management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosures of contingent assets and liabilities as of
the date of the consolidated financial statements and the reported amounts of
revenues and expenses for the reporting period. Actual results could differ
significantly from those estimates.
The most significant estimates include those used in determining deferred
policy acquisition costs, valuation allowances for mortgage loans on real
estate and real estate investments and the liability for future policy
benefits and claims. Although some variability is inherent in these estimates,
management believes the amounts provided are adequate.
(a) Consolidation Policy
The consolidated financial statements include the accounts of NFS and its
wholly owned subsidiaries. Subsidiaries that are classified and reported as
discontinued operations are not consolidated but rather are reported as
"Investment in Subsidiaries Classified as Discontinued Operations" in the
accompanying consolidated balance sheets and "Income from Discontinued
Operations" in the accompanying consolidated statements of income. All
significant intercompany balances and transactions have been eliminated.
(b) Valuation of Investments and Related Gains and Losses
The Company is required to classify its fixed maturity securities and equity
securities as either held-to-maturity, available-for-sale or trading. Fixed
maturity securities are classified as held-to-maturity when the Company has
the positive intent and ability to hold the securities to maturity and are
stated at amortized cost. Fixed maturity securities not classified as held-to-
maturity and all equity securities are classified as available-for-sale and
are stated at fair value, with the unrealized gains and losses, net of
adjustments to deferred policy
F-9
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
acquisition costs and deferred federal income tax, reported as a separate
component of shareholder's equity. The adjustment to deferred policy
acquisition costs represents the change in amortization of deferred policy
acquisition costs that would have been required as a charge or credit to
operations had such unrealized amounts been realized. The Company has no fixed
maturity securities classified as trading as of December 31, 1996 or 1995.
Mortgage loans on real estate are carried at the unpaid principal balance
less valuation allowances. The Company provides valuation allowances for
impairments of mortgage loans on real estate based on a review by portfolio
managers. The measurement of impaired loans is based on the present value of
expected future cash flows discounted at the loan's effective interest rate
or, as a practical expedient, at the fair value of the collateral, if the loan
is collateral dependent. Loans in foreclosure and loans considered to be
impaired are placed on non-accrual status. Interest received on non-accrual
status mortgage loans on real estate is included in interest income in the
period received.
Real estate is carried at cost less accumulated depreciation and valuation
allowances. Other long-term investments are carried on the equity basis,
adjusted for valuation allowances. Impairment losses are recorded on long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount.
Realized gains and losses on the sale of investments are determined on the
basis of specific security identification. Estimates for valuation allowances
and other than temporary declines are included in realized gains and losses on
investments.
(c) Revenues and Benefits
Investment Products and Universal Life Insurance Products: Investment
products consist primarily of individual and group variable and fixed
annuities, annuities without life contingencies and guaranteed investment
contracts. Universal life insurance products include universal life insurance,
variable universal life insurance and other interest-sensitive life insurance
policies. Revenues for investment products and universal life insurance
products consist of asset fees, cost of insurance, policy administration and
surrender charges that have been earned and assessed against policy account
balances during the period. Policy benefits and claims that are charged to
expense include interest credited to policy account balances and benefits and
claims incurred in the period in excess of related policy account balances.
Traditional Life Insurance Products: Traditional life insurance products
include those products with fixed and guaranteed premiums and benefits and
consist primarily of whole life insurance, limited-payment life insurance,
term life insurance and certain annuities with life contingencies. Premiums
for traditional life insurance products are recognized as revenue when due.
Benefits and expenses are associated with earned premiums so as to result in
recognition of profits over the life of the contract. This association is
accomplished by the provision for future policy benefits and the deferral and
amortization of policy acquisition costs.
Accident and Health Insurance Products: Accident and health insurance
premiums are recognized as revenue over the terms of the policies. Policy
claims are charged to expense in the period that claims are incurred. All
accident and health insurance business is accounted for as discontinued
operations. See note 3.
(d) Deferred Policy Acquisition Costs
The costs of acquiring new business, principally commissions, certain
expenses of the policy issue and underwriting department and certain variable
agency expenses have been deferred. For investment products and universal life
insurance products, deferred policy acquisition costs are being amortized with
interest over the lives of the policies in relation to the present value of
estimated future gross profits from projected interest margins,
F-10
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
asset fees, cost of insurance, policy administration and surrender charges.
For years in which gross profits are negative, deferred policy acquisition
costs are amortized based on the present value of gross revenues. For
traditional life insurance products, these deferred policy acquisition costs
are predominantly being amortized with interest over the premium paying period
of the related policies in proportion to the ratio of actual annual premium
revenue to the anticipated total premium revenue. Such anticipated premium
revenue was estimated using the same assumptions as were used for computing
liabilities for future policy benefits. Deferred policy acquisition costs are
adjusted to reflect the impact of unrealized gains and losses on fixed
maturity securities available-for-sale as described in note 4(b).
(e) Separate Accounts
Separate Account assets and liabilities represent contractholders' funds
which have been segregated into accounts with specific investment objectives.
The investment income and gains or losses of these accounts accrue directly to
the contractholders. The activity of the Separate Accounts is not reflected in
the consolidated statements of income and cash flows except for the fees the
Company receives.
(f) Future Policy Benefits
Future policy benefits for investment products in the accumulation phase,
universal life insurance and variable universal life insurance policies have
been calculated based on participants' contributions plus interest credited
less applicable contract charges.
Future policy benefits for traditional life insurance policies have been
calculated using a net level premium method based on estimates of mortality,
morbidity, investment yields and withdrawals which were used or which were
being experienced at the time the policies were issued, rather than the
assumptions prescribed by state regulatory authorities. See note 7.
Future policy benefits and claims for collectively renewable long-term
disability policies and group long-term disability policies are the present
value of amounts not yet due on reported claims and an estimate of amounts to
be paid on incurred but unreported claims. The impact of reserve discounting
is not material. Future policy benefits and claims on other group health
insurance policies are not discounted. All health insurance business is
accounted for as discontinued operations. See note 3.
(g) Participating Business
Participating business represents approximately 52% in 1996 (54% in 1995 and
55% in 1994) of the Company's life insurance in force, 78% in 1996 (79% in
1995 and 79% in 1994) of the number of life insurance policies in force, and
40% in 1996 (47% in 1995 and 51% in 1994) of life insurance premiums. The
provision for policyholder dividends is based on current dividend scales.
Future dividends are provided for ratably in future policy benefits based on
dividend scales in effect at the time the policies were issued.
(h) Federal Income Tax
The Company files a consolidated federal income tax return with NMIC, the
majority shareholder of Nationwide Corp. The members of the consolidated tax
return group have a tax sharing arrangement which provides, in effect, for
each member to bear essentially the same federal income tax liability as if
separate tax returns were filed.
The Company utilizes the asset and liability method of accounting for income
tax. Under this method, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences
F-11
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under this method, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. Valuation allowances are
established when necessary to reduce the deferred tax assets to the amounts
expected to be realized.
(i) Reinsurance Ceded
Reinsurance premiums ceded and reinsurance recoveries on benefits and claims
incurred are deducted from the respective income and expense accounts. Assets
and liabilities related to reinsurance ceded are reported on a gross basis.
All of the Company's accident and health and group life insurance business is
ceded to affiliates and is accounted for as discontinued operations. See notes
3 and 14.
(j) Earnings per Common Share
Actual earnings per common share information is based on the weighted
average actual number of common shares outstanding during the periods
presented, adjusted for the split of Class B common stock described in note 2.
Pro forma earnings per common share information is based on the weighted
average actual number of Class B common shares outstanding during the periods
presented, adjusted for the stock split, plus the number of Class A common
shares whose expected proceeds, using $22.00 per share, would equal certain
dividends that have been or will be paid to Nationwide Corp. The calculation
of weighted average number of common shares outstanding is as follows:
<TABLE>
<CAPTION>
CALCULATION
USING INCOME
FROM CALCULATION
CONTINUING USING NET
OPERATIONS INCOME
------------ -----------
(IN THOUSANDS)
<S> <C> <C>
Class B common shares............................... 104,745 104,745
Class A common shares:
Dividend of $850,000 (note 1)..................... 38,636 38,636
Dividend of certain subsidiaries (note 1)......... -- 22,078
------- -------
143,381 165,459
======= =======
</TABLE>
(5) CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 1994, the Company changed its method of accounting for
certain investments in debt and equity securities in connection with the
issuance of Statement of Financial Accounting Standards (SFAS) No. 115--
Accounting for Certain Investments in Debt and Equity Securities. As of
January 1, 1994, the Company classified fixed maturity securities with
amortized cost and fair value of $6,299,665 and $6,721,714, respectively, as
available-for-sale and recorded the securities at fair value. Previously,
these securities were
F-12
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
recorded at amortized cost. The effect as of January 1, 1994 has been recorded
as a direct credit to shareholder's equity as follows:
<TABLE>
<S> <C>
Excess of fair value over amortized cost of fixed maturity
securities
available-for-sale............................................. $422,049
Adjustment to deferred policy acquisition costs................. (95,044)
Deferred federal income tax..................................... (114,452)
--------
$212,553
========
</TABLE>
(6) INVESTMENTS
The amortized cost and estimated fair value of securities available-for-sale
were as follows as of December 31, 1996:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Fixed maturity securities:
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies...... $ 275,696 4,795 (1,340) 279,151
Obligations of states and
political subdivisions......... 6,242 450 (2) 6,690
Debt securities issued by
foreign governments............ 100,656 2,141 (857) 101,940
Corporate securities............ 7,999,310 285,946 (33,686) 8,251,570
Mortgage-backed securities...... 3,588,974 91,438 (15,124) 3,665,288
----------- ------- ------- ----------
Total fixed maturity
securities................... 11,970,878 384,770 (51,009) 12,304,639
Equity securities................. 43,890 15,571 (330) 59,131
----------- ------- ------- ----------
$12,014,768 400,341 (51,339) 12,363,770
=========== ======= ======= ==========
</TABLE>
The amortized cost and estimated fair value of the U.S. Treasury security
classified as held-to-maturity as of December 31, 1996 were $5,877 and $5,944,
respectively. Gross gains of $67 were unrealized on the security. The security
had a contractual maturity date of March 31, 1998.
The amortized cost and estimated fair value of securities available-for-sale
were as follows as of December 31, 1995:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Fixed maturity securities:
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies...... $ 320,500 12,764 (1) 333,263
Obligations of states and
political subdivisions......... 8,655 1,205 (1) 9,859
Debt securities issued by
foreign governments............ 101,414 4,387 (66) 105,735
Corporate securities............ 7,888,440 473,681 (25,742) 8,336,379
Mortgage-backed securities...... 3,553,861 165,169 (8,388) 3,710,642
----------- ------- ------- ----------
Total fixed maturity
securities................... 11,872,870 657,206 (34,198) 12,495,878
Equity securities................. 31,234 6,382 (46) 37,570
----------- ------- ------- ----------
$11,904,104 663,588 (34,244) 12,533,448
=========== ======= ======= ==========
</TABLE>
F-13
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The amortized cost and estimated fair value of the U.S. Treasury security
classified as held-to-maturity as of December 31, 1995 were $5,720 and $5,989,
respectively. Gross gains of $269 were unrealized on the security.
The amortized cost and estimated fair value of fixed maturity securities
available-for-sale as of December 31, 1996, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
----------- ----------
<S> <C> <C>
Fixed maturity securities available-for-sale
Due in one year or less................................ $ 440,235 444,214
Due after one year through five years.................. 3,937,010 4,053,152
Due after five years through ten years................. 2,809,813 2,871,806
Due after ten years.................................... 1,194,846 1,270,179
----------- ----------
8,381,904 8,639,351
Mortgage-backed securities............................... 3,588,974 3,665,288
----------- ----------
$11,970,878 12,304,639
=========== ==========
</TABLE>
The components of unrealized gains on securities available-for-sale, net,
were as follows as of December 31:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Gross unrealized gains................................... $349,002 629,344
Adjustment to deferred policy acquisition costs.......... (81,939) (138,914)
Deferred federal income tax.............................. (93,471) (171,649)
-------- --------
$173,592 318,781
Unrealized gains on securities available-for-sale, net,
of subsidiaries classified as discontinued operations
(note 3)................................................ -- 65,523
-------- --------
173,592 384,304
======== ========
</TABLE>
An analysis of the change in gross unrealized gains/(losses) on securities
available-for-sale and fixed maturity securities held-to-maturity follows for
the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------- ------- ----------
<S> <C> <C> <C>
Securities available-for-
sale:
Fixed maturity
securities............. $(289,247) 876,332 (675,373)
Equity securities....... 8,905 (26) (1,927)
Fixed maturity securities
held-to-maturity......... (202) 75,895 (398,183)
--------- ------- ----------
$(280,544) 952,201 (1,075,483)
========= ======= ==========
</TABLE>
Proceeds from the sale of securities available-for-sale during 1996, 1995
and 1994 were $299,558, $150,453 and $268,987, respectively. During 1996,
gross gains of $6,368 ($4,838 and $3,045 in 1995 and 1994, respectively) and
gross losses of $13,659 ($2,147 and $21,280 in 1995 and 1994, respectively)
were realized on those sales.
During 1995, the Company transferred fixed maturity securities classified as
held-to-maturity with amortized cost of $25,429 to available-for-sale
securities due to evidence of a significant deterioration in the issuer's
creditworthiness. The transfer of those fixed maturity securities resulted in
a gross unrealized loss of $3,535.
F-14
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
As permitted by the Financial Accounting Standards Board's Special Report, A
Guide to Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities, issued in November 1995, the Company
transferred nearly all of its fixed maturity securities previously classified
as held-to-maturity to available-for-sale. As of December 14, 1995, the date
of transfer, the fixed maturity securities had amortized cost of $3,320,093,
resulting in a gross unrealized gain of $155,940.
Investments that were non-income producing for the twelve month period
preceding December 31, 1996 amounted to $26,805 ($27,712 in 1995) and
consisted of $248 ($6,982 in 1995) in fixed maturity securities, $20,633
($14,740 in 1995) in real estate and $5,924 ($5,990 in 1995) in other long-
term investments.
Real estate is presented at cost less accumulated depreciation of $37,719 as
of December 31, 1996 ($30,482 as of December 31, 1995) and valuation
allowances of $15,219 as of December 31, 1996 ($25,819 as of December 31,
1995).
The recorded investment of mortgage loans on real estate considered to be
impaired (under SFAS No. 114--Accounting by Creditors for Impairment of a Loan
as amended by SFAS No. 118--Accounting by Creditors for Impairment of a Loan--
Income Recognition and Disclosure) as of December 31, 1996 was $51,765
($44,409 as of December 31, 1995), which includes $41,663 ($23,975 as of
December 31, 1995) of impaired mortgage loans on real estate for which the
related valuation allowance was $8,485 ($5,276 as of December 31, 1995) and
$10,102 ($20,434 as of December 31, 1995) of impaired mortgage loans on real
estate for which there was no valuation allowance. During 1996, the average
recorded investment in impaired mortgage loans on real estate was
approximately $39,674 ($22,181 in 1995) and interest income recognized on
those loans was $2,103 ($387 in 1995), which is equal to interest income
recognized using a cash-basis method of income recognition.
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Allowance, beginning year................................ $49,128 $46,381
Additions charged to operations........................ 4,497 7,433
Direct write-downs charged against the allowance....... (2,587) (4,686)
------- -------
Allowance, end of year................................... $51,038 $49,128
======= =======
</TABLE>
An analysis of investment income by investment type follows for the years
ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-
sale:
Fixed maturity
securities............... $ 917,135 685,787 647,927
Equity securities......... 1,291 1,330 509
Fixed maturity securities
held-to-maturity.......... -- 201,808 185,938
Mortgage loans on real
estate.................... 432,815 395,478 372,734
Real estate................ 44,332 38,344 40,170
Short-term investments..... 4,155 10,576 6,141
Other...................... 3,998 7,239 2,121
---------- --------- ---------
Total investment
income................. 1,403,726 1,340,562 1,255,540
Less investment expenses.... 45,967 46,529 44,729
---------- --------- ---------
Net investment income... $1,357,759 1,294,033 1,210,811
========== ========= =========
</TABLE>
F-15
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
An analysis of realized gains/(losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
-------- ------ -------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities....................... $ (3,462) 4,213 (7,296)
Equity securities............................... 3,143 3,386 1,422
Mortgage loans on real estate..................... (4,115) (7,091) (20,446)
Real estate and other............................. 4,226 (2,232) 9,793
-------- ------ -------
$ (208) (1,724) (16,527)
======== ====== =======
</TABLE>
Fixed maturity securities with an amortized cost of $6,161 and $5,592 as of
December 31, 1996 and 1995, respectively, were on deposit with various
regulatory agencies as required by law.
(7) FUTURE POLICY BENEFITS AND CLAIMS
The liability for future policy benefits for investment contracts represents
approximately 87% and 87% of the total liability for future policy benefits as
of December 31, 1996 and 1995, respectively. The average interest rate
credited on investment product policies was approximately 6.3%, 6.6% and 6.5%
for the years ended December 31, 1996, 1995 and 1994, respectively.
The liability for future policy benefits for traditional life insurance
policies has been established based upon the following assumptions:
Interest rates: Interest rates vary as follows:
<TABLE>
<CAPTION>
YEAR OF ISSUE INTEREST RATES
------------- --------------
<S> <C>
1996................. 6.6%, not graded
1984-1995............ 6.0% to 10.5%, not graded
1966-1983............ 6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%
1965 and prior....... generally lower than post 1965 issues
</TABLE>
Withdrawals: Rates, which vary by issue age, type of coverage and policy
duration, are based on Company experience.
Mortality: Mortality and morbidity rates are based on published tables,
modified for the Company's actual experience.
The Company has entered into a reinsurance contract to cede a portion of its
general account individual annuity business to The Franklin Life Insurance
Company (Franklin). Total recoveries due from Franklin were $240,451 and
$245,255 as of December 31, 1996 and 1995, respectively. The contract is
immaterial to the Company's results of operations. The ceding of risk does not
discharge the original insurer from its primary obligation to the
policyholder. Under the terms of the contract, Franklin has established a
trust as collateral for the recoveries. The trust assets are invested in
investment grade securities, the market value of which must at all times be
greater than or equal to 102% of the reinsured reserves.
The Company has reinsurance agreements with certain affiliates as described
in note 14. All other reinsurance agreements are not material to either
premiums or reinsurance recoverables.
F-16
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(8) FEDERAL INCOME TAX
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1996 and 1995
are as follows:
<TABLE>
<CAPTION>
1996 1995
-------- -------
<S> <C> <C>
Deferred tax assets:
Future policy benefits.................................. $175,571 149,192
Liabilities in Separate Accounts........................ 188,426 129,120
Mortgage loans on real estate and real estate........... 23,366 25,165
Other policyholder funds................................ 7,407 7,424
Other assets and other liabilities...................... 57,849 52,003
-------- -------
Total gross deferred tax assets....................... 452,619 362,904
Less valuation allowance.............................. (7,776) (7,776)
-------- -------
Net deferred tax assets............................... 444,843 355,128
-------- -------
Deferred tax liabilities:
Deferred policy acquisition costs....................... 399,345 299,579
Fixed maturity securities............................... 133,210 227,345
Deferred tax on realized investment gains............... 37,597 40,634
Equity securities and other long-term investments....... 8,210 3,780
Other................................................... 25,377 21,037
-------- -------
Total gross deferred tax liabilities.................. 603,739 592,375
-------- -------
$158,896 237,247
======== =======
</TABLE>
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion of the total gross
deferred tax assets will not be realized. Nearly all future deductible amounts
can be offset by future taxable amounts or recovery of federal income tax paid
within the statutory carryback period. There has been no change in the
valuation allowance for the year ended December 31, 1996 (decrease of $756
during 1995 and no change during 1994).
Total federal income tax expense for the years ended December 31, 1996, 1995
and 1994 differs from the amount computed by applying the U.S. federal income
tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------------- ------------- -------------
AMOUNT % AMOUNT % AMOUNT %
-------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax ex-
pense.......................... $114,831 35.0 $98,410 35.0 $84,162 35.0
Tax exempt interest and divi-
dends received deduction....... (212) (0.1) (18) 0.0 (130) (0.1)
Other, net...................... 1,191 0.4 (2,078) (0.7) (1,516) (0.6)
-------- ---- ------- ---- ------- ----
Total (effective rate of each
year)........................ $115,810 35.3 $96,314 34.3 $82,516 34.3
======== ==== ======= ==== ======= ====
</TABLE>
Total federal income tax paid was $117,327, $58,112 and $84,903 during the
years ended December 31, 1996, 1995 and 1994, respectively.
(9) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107--Disclosures about Fair Value of Financial Instruments (SFAS
107) requires disclosure of fair value information about existing on and off-
balance sheet financial instruments. SFAS 107 defines the fair
F-17
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
value of a financial instrument as the amount at which the financial
instrument could be exchanged in a current transaction between willing
parties. In cases where quoted market prices are not available, fair value is
based on estimates using present value or other valuation techniques.
These techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows. Although fair
value estimates are calculated using assumptions that management believes are
appropriate, changes in assumptions could cause these estimates to vary
materially. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could
not be realized in the immediate settlement of the instruments. SFAS 107
excludes certain assets and liabilities from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company.
Although insurance contracts, other than policies such as annuities that are
classified as investment contracts, are specifically exempted from SFAS 107
disclosures, estimated fair value of policy reserves on life insurance
contracts is provided to make the fair value disclosures more meaningful.
The tax ramifications of the related unrealized gains and losses can have a
significant effect on fair value estimates and have not been considered in the
estimates.
The following methods and assumptions were used by the Company in estimating
its fair value disclosures:
Cash, short-term investments and policy loans: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
Fixed maturity and equity securities: Fair value for fixed maturity
securities is based on quoted market prices, where available. For fixed
maturity securities not actively traded, fair value is estimated using
values obtained from independent pricing services or, in the case of
private placements, is estimated by discounting expected future cash flows
using a current market rate applicable to the yield, credit quality and
maturity of the investments. The fair value for equity securities is based
on quoted market prices.
Separate Account assets and liabilities: The fair value of assets held in
Separate Accounts is based on quoted market prices. The fair value of
liabilities related to Separate Accounts is the amount payable on demand,
which includes certain surrender charges.
Mortgage loans on real estate: The fair value for mortgage loans on real
estate is estimated using discounted cash flow analyses, using interest
rates currently being offered for similar loans to borrowers with similar
credit ratings. Loans with similar characteristics are aggregated for
purposes of the calculations. Fair value for mortgages in default is the
estimated fair value of the underlying collateral.
Investment contracts: Fair value for the Company's liabilities under
investment type contracts is disclosed using two methods. For investment
contracts without defined maturities, fair value is the amount payable on
demand. For investment contracts with known or determined maturities, fair
value is estimated using discounted cash flow analysis. Interest rates used
are similar to currently offered contracts with maturities consistent with
those remaining for the contracts being valued.
Policy reserves on life insurance contracts: Included are disclosures for
individual life insurance, universal life insurance and supplementary
contracts with life contingencies for which the estimated fair value is the
amount payable on demand. Also included are disclosures for the Company's
limited payment policies, which the Company has used discounted cash flow
analyses similar to those used for investment contracts with known
maturities to estimate fair value.
Policyholders' dividend accumulations and other policyholder funds: The
carrying amount reported in the consolidated balance sheets for these
instruments approximates their fair value.
F-18
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Commitments to extend credit: Commitments to extend credit have nominal
fair value because of the short-term nature of such commitments. See note
10.
Carrying amount and estimated fair value of financial instruments subject to
SFAS 107 and policy reserves on life insurance contracts were as follows as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---------------------- ---------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Assets
Investments:
Securities available-for-sale:
Fixed maturity securities...... $12,304,639 12,304,639 12,495,878 12,495,878
Equity securities.............. 59,131 59,131 37,570 37,570
Fixed maturity securities held-
to-maturity.................... 5,877 5,944 5,720 5,989
Mortgage loans on real estate,
net............................ 5,272,119 5,397,865 4,627,387 4,987,569
Policy loans.................... 371,816 371,816 336,356 336,356
Short-term investments.......... 9,261 9,261 42,671 42,671
Cash............................. 43,183 43,183 10,055 10,055
Assets held in Separate
Accounts........................ 26,926,702 26,926,702 18,591,108 18,591,108
Liabilities
Investment contracts............. 13,914,441 13,484,526 13,229,360 12,876,798
Policy reserves on life insurance
contracts....................... 2,971,337 2,775,991 2,836,323 2,733,486
Policyholders' dividend
accumulations................... 361,401 361,401 348,027 348,027
Other policyholder funds......... 60,073 60,073 65,297 65,297
Liabilities related to Separate
Accounts........................ 26,926,702 26,164,213 18,591,108 18,052,362
</TABLE>
(10) ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURES
Financial Instruments with Off-Balance-Sheet Risk: The Company is a party to
financial instruments with off-balance-sheet risk in the normal course of
business through management of its investment portfolio. These financial
instruments include commitments to extend credit in the form of loans. These
instruments involve, to varying degrees, elements of credit risk in excess of
amounts recognized on the consolidated balance sheets.
Commitments to fund fixed rate mortgage loans on real estate are agreements
to lend to a borrower, and are subject to conditions established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a deposit. Commitments extended
by the Company are based on management's case-by-case credit evaluation of the
borrower and the borrower's loan collateral. The underlying mortgage property
represents the collateral if the commitment is funded. The Company's policy
for new mortgage loans on real estate is to lend no more than 75% of
collateral value. Should the commitment be funded, the Company's exposure to
credit loss in the event of nonperformance by the borrower is represented by
the contractual amounts of these commitments less the net realizable value of
the collateral. The contractual amounts also represent the cash requirements
for all unfunded commitments. Commitments on mortgage loans on real estate of
$327,456 extending into 1997 were outstanding as of December 31, 1996.
Significant Concentrations of Credit Risk: The Company grants mainly
commercial mortgage loans on real estate to customers throughout the United
States. The Company has a diversified portfolio with no more than 21% (20% in
1995) in any geographic area and no more than 2% (2% in 1995) with any one
borrower as of December 31, 1996.
The Company had a significant reinsurance recoverable balance from one
reinsurer as of December 31, 1996 and 1995. See note 7.
F-19
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The summary below depicts loans by remaining principal balance as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
APARTMENT
OFFICE WAREHOUSE RETAIL & OTHER TOTAL
-------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1996:
East North Central......... $139,518 119,069 549,064 215,038 1,022,689
East South Central......... 33,267 22,252 172,968 90,623 319,110
Mountain................... 17,972 43,027 113,292 73,390 247,681
Middle Atlantic............ 129,077 54,046 160,833 18,498 362,454
New England................ 33,348 43,581 161,960 -- 238,889
Pacific.................... 202,562 325,046 424,295 110,108 1,062,011
South Atlantic............. 103,889 134,492 482,934 385,185 1,106,500
West North Central......... 126,467 2,441 75,180 40,529 244,617
West South Central......... 104,877 120,314 197,090 304,256 726,537
-------- ------- --------- --------- ----------
$890,977 864,268 2,337,616 1,237,627 5,330,488
======== ======= ========= ========= ----------
Less valuation allowances
and unamortized discount.. 58,369
----------
Total mortgage loans on
real estate, net........ $5,272,119
==========
</TABLE>
<TABLE>
<CAPTION>
APARTMENT
OFFICE WAREHOUSE RETAIL & OTHER TOTAL
-------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1995:
East North Central......... $138,965 101,925 514,995 175,213 931,098
East South Central......... 28,642 15,266 180,858 82,383 307,149
Mountain................... -- 17,219 141,537 45,274 204,030
Middle Atlantic............ 116,187 64,813 158,252 10,793 350,045
New England................ 9,559 39,525 148,449 1 197,534
Pacific.................... 183,206 241,857 378,024 105,419 908,506
South Atlantic............. 106,246 73,541 446,800 278,265 904,852
West North Central......... 133,899 14,205 78,065 36,651 262,820
West South Central......... 69,140 92,594 190,299 267,268 619,301
-------- ------- --------- --------- ----------
$785,844 660,945 2,237,279 1,001,267 4,685,335
======== ======= ========= ========= ----------
Less valuation allowances
and unamortized discount.. 57,948
----------
Total mortgage loans on
real estate, net........ $4,627,387
==========
</TABLE>
(11) PENSION PLAN
The Company is a participant, together with other affiliated companies, in a
pension plan covering all employees who have completed at least one thousand
hours of service within a twelve-month period and who have met certain age
requirements. Benefits are based upon the highest average annual salary of a
specified number of consecutive years of the last ten years of service. The
Company funds pension costs accrued for direct employees plus an allocation of
pension costs accrued for employees of affiliates whose work efforts benefit
the Company.
Effective January 1, 1995, the plan was amended to provide enhanced benefits
for participants who met certain eligibility requirements and elected early
retirement no later than March 15, 1995. The entire cost of the enhanced
benefit was borne by NMIC and certain of its property and casualty insurance
company affiliates.
F-20
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Effective December 31, 1995, the Nationwide Insurance Companies and
Affiliates Retirement Plan was merged with the Farmland Mutual Insurance
Company Employees' Retirement Plan and the Wausau Insurance Companies Pension
Plan to form the Nationwide Insurance Enterprise Retirement Plan. Immediately
prior to the merger, the plans were amended to provide consistent benefits for
service after January 1, 1996. These amendments had no significant impact on
the accumulated benefit obligation or projected benefit obligation as of
December 31, 1995.
Pension costs charged to operations by the Company during the years ended
December 31, 1996, 1995 and 1994 were $8,167, $11,383 and $11,113,
respectively.
The Company's net accrued pension expense as of December 31, 1996 and 1995
was $1,236 and $1,553, respectively.
The net periodic pension cost for the Nationwide Insurance Enterprise
Retirement Plan as a whole for the year ended December 31, 1996 and for the
Nationwide Insurance Companies and Affiliates Retirement Plan as a whole for
the years ended December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- -------
<S> <C> <C> <C>
Service cost (benefits earned during the
period)..................................... $ 75,466 64,524 64,740
Interest cost on projected benefit
obligation.................................. 105,511 95,283 73,951
Actual return on plan assets................. (210,583) (249,294) (21,495)
Net amortization and deferral................ 101,795 143,353 (62,150)
-------- -------- -------
$ 72,189 53,866 55,046
======== ======== =======
Basis for measurements, net periodic pension cost:
<CAPTION>
1996 1995 1994
-------- -------- -------
<S> <C> <C> <C>
Weighted average discount rate............... 6.00% 7.50% 5.75%
Rate of increase in future compensation
levels...................................... 4.25% 6.25% 4.50%
Expected long-term rate of return on plan
assets...................................... 6.75% 8.75% 7.00%
</TABLE>
Information regarding the funded status of the Nationwide Insurance
Enterprise Retirement Plan as a whole as of December 31, 1996 and 1995
follows:
<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
Accumulated benefit obligation:
Vested............................................ $1,338,554 1,236,730
Nonvested......................................... 11,149 26,503
---------- ---------
$1,349,703 1,263,233
========== =========
Net accrued pension expense:
Projected benefit obligation for services rendered
to date.......................................... $1,847,828 1,780,616
Plan assets at fair value......................... 1,947,933 1,738,004
---------- ---------
Plan assets in excess of (less than) projected
benefit obligation............................... 100,105 (42,612)
Unrecognized prior service cost................... 37,870 42,845
Unrecognized net gains............................ (201,952) (63,130)
Unrecognized net asset at transition.............. 37,158 41,305
---------- ---------
$ (26,819) (21,592)
========== =========
Basis for measurements, funded status of plan:
Weighted average discount rate.................... 6.50% 6.00%
Rate of increase in future compensation levels.... 4.75% 4.25%
</TABLE>
F-21
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Assets of the Nationwide Insurance Enterprise Retirement Plan are invested
in group annuity contracts of NLIC and ELICW.
(12) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
In addition to the defined benefit pension plan, the Company, together with
other affiliated companies, participates in life and health care defined
benefit plans for qualifying retirees. Postretirement life and health care
benefits are contributory and generally available to full time employees who
have attained age 55 and have accumulated 15 years of service with the Company
after reaching age 40. Postretirement health care benefit contributions are
adjusted annually and contain cost-sharing features such as deductibles and
coinsurance. In addition, there are caps on the Company's portion of the per-
participant cost of the postretirement health care benefits. These caps can
increase annually, but not more than three percent. The Company's policy is to
fund the cost of health care benefits in amounts determined at the discretion
of management. Plan assets are invested primarily in group annuity contracts
of NLIC.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation; however, certain affiliated companies
elected to amortize their initial transition obligation over periods ranging
from 10 to 20 years.
The Company's accrued postretirement benefit expense as of December 31, 1996
and 1995 was $34,884 and $33,539, respectively, and the net periodic
postretirement benefit cost (NPPBC) for 1996, 1995 and 1994 was $3,394, $3,221
and $4,524, respectively.
The amount of NPPBC for the plan as a whole for the years ended December 31,
1996, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------- ------ ------
<S> <C> <C> <C>
Service cost (benefits attributed to employee
service during the year)........................ $ 6,541 6,235 8,586
Interest cost on accumulated postretirement
benefit obligation.............................. 13,679 14,151 14,011
Actual return on plan assets..................... (4,348) (2,657) (1,622)
Amortization of unrecognized transition
obligation of affiliates........................ 173 2,966 568
Net amortization and deferral.................... 1,830 (1,619) 1,622
------- ------ ------
$17,875 19,076 23,165
======= ====== ======
</TABLE>
Information regarding the funded status of the plan as a whole as of
December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Accrued postretirement benefit expense:
Retirees............................................. $ 92,954 88,680
Fully eligible, active plan participants............. 23,749 28,793
Other active plan participants....................... 83,986 90,375
--------- --------
Accumulated postretirement benefit obligation
(APBO)............................................ 200,689 207,848
Plan assets at fair value............................ 63,044 54,325
--------- --------
Plan assets less than accumulated postretirement
benefit obligation................................ (137,645) (153,523)
Unrecognized transition obligation of affiliates..... 1,654 1,827
Unrecognized net gains............................... (23,225) (1,038)
--------- --------
$(159,216) (152,734)
========= ========
</TABLE>
F-22
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Actuarial assumptions used for the measurement of the APBO as of December
31, 1996 and 1995 and the NPPBC for 1996, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1996 1996 1995 1995 1994
APBO NPPBC APBO NPPBC NPPBC
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Discount rate............... 7.25% 6.65% 6.75% 8.00% 7.00%
Long term rate of return on
plan assets, net of tax.... -- 4.80% -- 8.00% N/A
Assumed health care cost
trend rate:
Initial rate.............. 11.00% 11.00% 11.00% 10.00% 12.00%
Ultimate rate............. 6.00% 6.00% 6.00% 6.00% 6.00%
Uniform declining period.. 12 Years 12 Years 12 Years 12 Years 12 Years
</TABLE>
The health care cost trend rate assumption has an effect on the amounts
reported. For the plan as a whole, a one percentage point increase in the
assumed health care cost trend rate would increase the APBO as of December 31,
1996 by $701 and the NPPBC for the year ended December 31, 1996 by $83.
(13) SHAREHOLDER'S EQUITY, REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS
AND DIVIDEND RESTRICTIONS
The holders of Class A common stock are entitled to one vote per share. The
holders of Class B common stock are entitled to ten votes per share. Class A
common stock has no conversion rights. Class B common stock is convertible
into Class A common stock, in whole or in part, at any time and from time to
time at the option of the holder, on the basis of one share of Class A common
stock for each share of Class B common stock converted. If at any time after
the initial issuance of shares of Class A common stock the number of
outstanding shares of Class B common stock falls below 5% of the aggregate
number of issued and outstanding shares of common stock, then each outstanding
share of Class B common stock shall automatically convert into one share of
Class A common stock. In the event of any sale or transfer of shares of Class
B common stock to any person or persons other than NMIC or its affiliates,
such shares of Class B common stock so transferred shall be automatically
converted into an equal number of shares of Class A common stock.
Each insurance company's state of domicile imposes minimum risk-based
capital requirements that were developed by the NAIC. The formulas for
determining the amount of risk-based capital specify various weighting factors
that are applied to financial balances or various levels of activity based on
the perceived degree of risk. Regulatory compliance is determined by a ratio
of the company's regulatory total adjusted capital, as defined by the NAIC, to
its authorized control level risk-based capital, as defined by the NAIC.
Companies below specific trigger points or ratios are classified within
certain levels, each of which requires specified corrective action. NLIC and
each of its insurance company subsidiaries exceed the minimum risk-based
capital requirements.
The combined statutory capital and surplus of NLIC as of December 31, 1996,
1995 and 1994 was $1,000,647, 1,363,031 and 1,262,861, respectively. The
statutory net income of NLIC for the years ended December 31, 1996, 1995 and
1994 was $73,218, $86,529 and $76,532, respectively.
NLIC is limited in the amount of shareholder dividends it may pay without
prior approval by the Department of Insurance of the State of Ohio (the
Department). NLIC's January 1, 1997 dividend of the outstanding shares of
common stock of certain companies and the anticipated $850,000 dividend (as
discussed
F-23
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
in note 1) are deemed extraordinary under Ohio insurance laws. As a result of
such dividends, any dividend paid by NLIC during the 12-month period
immediately following the $850,000 dividend would also be an extraordinary
dividend under Ohio insurance laws. Accordingly, no such dividend could be
paid without prior regulatory approval.
In addition, the payment of dividends by NLIC may also be subject to
restrictions set forth in the insurance laws of New York that limit the amount
of statutory profits on NLIC's participating policies (measured before
dividends to policyholders) that can inure to the benefit of the Company and
its stockholders.
The Company currently does not expect such regulatory requirements to impair
its ability to pay operating expenses and stockholder dividends in the future.
(14) TRANSACTIONS WITH AFFILIATES
The Company has inter-company agreements with affiliates that provide for
the sharing of home office and other facilities, equipment and common
management and administrative services. Costs are allocated among affiliated
companies in proportion to resources consumed. The Company believes this
allocation method is reasonable. In addition, the Company does not believe
that expenses recognized under the inter-company agreements are materially
different than expenses that would have been recognized had the Company
operated on a stand alone basis.
The Company participates in intercompany repurchase agreements with
affiliates whereby the seller will transfer securities to the buyer at a
stated value. Upon demand or a stated period, the securities will be
repurchased by the seller at the original sales price plus a price
differential. Transactions under the agreements during 1996 and 1995 were not
material. The Company believes that the terms of the repurchase agreements are
materially consistent with what the Company could have obtained with
unaffiliated parties.
Intercompany reinsurance agreements exist between NLIC and, respectively,
NMIC and ELICW whereby all of NLIC's accident and health and group life
insurance business is ceded on a modified coinsurance basis. NLIC entered into
the reinsurance agreements during 1996 because the accident and health and
group life insurance business was unrelated to the Company's long-term savings
and retirement products. Accordingly, the accident and health and group life
insurance business has been accounted for as discontinued operations for all
periods presented. Under modified coinsurance agreements, invested assets are
retained by the ceding company and investment earnings are paid to the
reinsurer. Under the terms of the Company's agreements, the investment risk is
borne by ELICW or NMIC, as the case may be. The agreements will remain in
force until all policy obligations are settled. However, with respect to the
agreement between NLIC and NMIC, either party may terminate the contract on
January 1 of any year with prior notice. The ceding of risk does not discharge
the original insurer from its primary obligation to the policyholder. The
Company believes that the terms of the modified coinsurance agreements are
consistent in all material respects with what the Company could have obtained
with unaffiliated parties.
Total premiums ceded under the reinsurance agreements were $321,555 during
1996. The effect of the reinsurance agreements was to increase the Company's
net income by $2,924 during 1996.
The Company and various affiliates entered into agreements with Nationwide
Cash Management Company (NCMC) and California Cash Management Company (CCMC),
both affiliates, under which NCMC and CCMC act as common agents in handling
the purchase and sale of short-term securities for the respective accounts of
the participants. Amounts on deposit with NCMC and CCMC were $9,261 and
$18,602 as of December 31, 1996
F-24
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
and 1995, respectively, and are included in short-term investments on the
accompanying consolidated balance sheets.
On March 1, 1995, Nationwide Corp. contributed all of the outstanding shares
of common stock of Farmland Life Insurance Company (Farmland) to NLIC.
Farmland merged into WCLIC effective June 30, 1995. The contribution resulted
in a direct increase to consolidated shareholder's equity of $46,918.
Effective December 31, 1994, NLIC purchased all of the outstanding shares of
common stock of ELICW from Wausau Service Corporation (WSC) for $155,000. NLIC
transferred fixed maturity securities and cash with a fair value of $155,000
to WSC on December 28, 1994, which resulted in a realized loss of $19,239 on
the disposition of the securities. The purchase price approximated both the
historical cost basis and fair value of net assets of ELICW. ELICW has and
will continue to share home office, other facilities, equipment and common
management and administrative services with WSC. As discussed in note 3, ELICW
is accounted for as discontinued operations.
(15) BANK LINES OF CREDIT
In August 1996, NLIC, along with NMIC, entered into a $600,000 revolving
credit facility which provides for a $600,000 loan over a five year term on a
fully revolving basis with a group of national financial institutions. The
credit facility provides for several and not joint liability with respect to
any amount drawn by either NLIC or NMIC. NLIC and NMIC pay facility and usage
fees to the financial institutions to maintain the revolving credit facility.
All previously existing line of credit agreements were canceled.
(16) CONTINGENCIES
The Company is a defendant in various lawsuits. In the opinion of
management, the effects, if any, of such lawsuits are not expected to be
material to the Company's financial position or results of operations.
(17) SEGMENT INFORMATION
The Company has three primary segments: Variable Annuities, Fixed Annuities
and Life Insurance. The Variable Annuities segment consists of annuity
contracts that provide the customer with the opportunity to invest in mutual
funds managed by the Company and independent investment managers, with the
investment returns accumulating on a tax-deferred basis. The Fixed Annuities
segment consists of annuity contracts that generate a return for the customer
at a specified interest rate, fixed for a prescribed period, with returns
accumulating on a tax-deferred basis. The Life Insurance segment consists of
insurance products that provide a death benefit and may also allow the
customer to build cash value on a tax-deferred basis. In addition, the Company
reports corporate expenses and investments, and the related investment income
supporting capital not specifically allocated to its product segments in a
Corporate and Other segment. In addition, all realized gains and losses,
investment management fees and other revenue earned from mutual funds other
than the portion allocated to the variable annuities and life insurance
segments, and commissions and other income earned by the marketing and
distribution companies are reported in the Corporate and Other segment.
F-25
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table summarizes revenues and income from continuing
operations before federal income tax expense for the years ended December 31,
1996, 1995 and 1994 and assets as of December 31, 1996, 1995 and 1994, by
business segment.
<TABLE>
<CAPTION>
1996 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Variable Annuities......................... $ 284,638 189,071 132,687
Fixed Annuities............................ 1,092,566 1,051,970 939,868
Life Insurance............................. 435,657 409,135 383,150
Corporate and Other........................ 203,739 186,862 178,379
----------- ---------- ----------
$ 2,016,600 1,837,038 1,634,084
=========== ========== ==========
Income from continuing operations before
federal income tax expense:
Variable Annuities......................... 90,244 50,837 24,574
Fixed Annuities............................ 135,405 137,000 138,950
Life Insurance............................. 67,242 67,590 53,046
Corporate and Other........................ 35,197 25,743 23,893
----------- ---------- ----------
$ 328,088 281,170 240,463
=========== ========== ==========
Assets:
Variable Annuities......................... 25,069,725 17,333,039 11,146,465
Fixed Annuities............................ 13,994,715 13,250,359 11,668,973
Life Insurance............................. 3,353,286 3,027,420 2,752,283
Corporate and Other, including discontinued
operations................................ 5,352,512 4,895,270 3,675,592
----------- ---------- ----------
$47,770,238 38,506,088 29,243,313
=========== ========== ==========
</TABLE>
F-26
<PAGE>
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSE-
QUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE SUCH DATE.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................................................... 2
Prospectus Summary....................................................... 3
Risk Factors............................................................. 11
Use of Proceeds.......................................................... 18
Recent History........................................................... 18
Capitalization........................................................... 19
Dividend Policy.......................................................... 20
Dilution................................................................. 21
Selected Consolidated Financial Data..................................... 22
Pro Forma Consolidated Financial Data.................................... 24
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 29
Business................................................................. 39
Management............................................................... 70
Ownership of Capital Stock............................................... 83
Certain Relationships and Related Transactions........................... 84
Description of Capital Stock............................................. 90
The Fixed Income Offerings............................................... 95
Shares Eligible for Future Sale.......................................... 95
Underwriting............................................................. 97
Notice to Canadian Residents............................................. 100
Legal Matters............................................................ 100
Experts.................................................................. 101
Glossary of Selected Insurance Terms..................................... 102
Index to Consolidated Financial
Statements.............................................................. F-1
</TABLE>
------------
UNTIL , 1997, (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[LOGO]
Nationwide Financial
Services, Inc.
20,540,000 Shares
Class A Common Stock
($0.01 par value)
PROSPECTUS
CREDIT SUISSE FIRST BOSTON
MORGAN STANLEY & CO.
Incorporated
MERRILL LYNCH & CO.
- -------------------------------------------------------------------------------
<PAGE>
[ALTERNATE FRONT COVER PAGE
FOR INTERNATIONAL PROSPECTUS]
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 1997
20,540,000 SHARES
[LOGO] NATIONWIDE FINANCIAL SERVICES, INC.
CLASS A COMMON STOCK
($0.01 PAR VALUE)
--------
All of the 20,540,000 shares of Class A Common Stock, $0.01 par value ("Class A
Common Stock"), of Nationwide Financial Services, Inc. (the "Company") offered
hereby are being sold by the Company. Of the 20,540,000 shares being offered,
4,108,000 shares (the "International Shares") are initially being offered for
sale outside the United States and Canada by the Managers (the "International
Offering") and 16,432,000 shares (the "U.S. Shares") are initially being
concurrently offered in the United States and Canada by the U.S.
Underwriters (the "U.S. Offering" and, together with the International
Offering, the "Equity Offerings"). The initial public offering price and
the underwriting discounts and commissions of the International Offering
and the U.S. Offering are identical. See "Subscription and Sale."
Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock. It is anticipated that the initial public offering price of
the Class A Common Stock will be between $21.00 and $23.00 per share. For
information relating to the factors considered in determining the
initial public offering price, see "Subscription and Sale."
After the Equity Offerings, Nationwide Corporation will own all of the
outstanding shares of Class B Common Stock, $0.01 par value (the "Class B
Common Stock" and, together with the Class A Common Stock, the "Common
Stock"), of the Company. The Class B Common Stock will represent 83.6% and
98.1% (81.6% and 97.8% if the Underwriters' over-allotment option is
exercised in full) of the total number of shares of Common Stock
outstanding and the combined voting power of the stockholders of the
Company, respectively, and will be convertible on a share for share
basis into Class A Common Stock. Except with respect to voting and
conversion rights the Class A Common Stock is substantially identical
to the Class B Common Stock. See "Description of Capital Stock."
Shortly following the Equity Offerings, the Company expects to consummate
the public offering of $300 million aggregate principal amount of Senior
Notes due 2027 (the "Senior Notes"), and Nationwide Financial
Services Capital Trust, an affiliate of the Company (the "NFS
Trust") expects to consummate the public offering of Capital
Securities with an aggregate liquidation amount of $100
million. See "The Fixed Income Offerings." Such
offerings are being made pursuant to separate
prospectuses.
Up to 1,437,800 U.S. Shares are being reserved for sale at the initial
public offering price to employees, directors and agents of
the Company and other members of the Nationwide
Insurance Enterprise (as defined herein).
The Class A Common Stock has been approved for listing on the New
York Stock Exchange (the "NYSE") under the symbol "NFS", subject
to official notice of issuance.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE CLASS A COMMON STOCK, SEE "RISK FACTORS" ON PAGE
12 HEREIN.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS COMPANY(1)
-------- ------------- -----------
<S> <C> <C> <C>
Per Share.................................... $ $ $
Total(2)..................................... $ $ $
</TABLE>
(1) Before deduction of expenses payable by the Company estimated at $ .
(2) The Company has granted the U.S. Underwriters and the Managers an option,
exercisable by Credit Suisse First Boston Corporation for 30 days from the
date of this Prospectus, to purchase a maximum of 3,081,000 additional
shares of Class A Common Stock to cover over-allotments of shares. If the
option is exercised in full, the total Price to Public will be $ ,
Underwriting Discounts and Commissions will be $ and Proceeds to Company
will be $ .
The International Shares are offered by the several Managers when, as and if
issued by the Company, delivered to and accepted by the Managers and subject to
their right to reject orders in whole or in part. It is expected that the
International Shares will be ready for delivery on or about , 1997, against
payment in immediately available funds.
CREDIT SUISSE FIRST BOSTON MORGAN STANLEY & CO.
INTERNATIONAL
MERRILL LYNCH INTERNATIONAL
Prospectus dated , 1997.
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
The International Shares may not be offered or sold, directly or indirectly,
in the United States or Canada or to any U.S. or Canadian person as a part of
the distribution of the shares of Common Stock offered hereby. For further
description of certain restrictions on the offering and sale of the
International Shares, see "Subscription and Sale."
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY MANAGER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.
IN CONNECTION WITH THE OFFERING, CREDIT SUISSE FIRST BOSTON CORPORATION, ON
BEHALF OF THE U.S. UNDERWRITERS AND THE MANAGERS, MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NYSE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
In the Prospectus, references to "dollars" and "$" are to United States
dollars.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............... 3
Prospectus Summary.................. 4
Risk Factors........................ 12
Use of Proceeds..................... 19
Recent History...................... 19
Capitalization...................... 20
Dividend Policy..................... 21
Dilution............................ 22
Selected Consolidated Financial
Data............................... 23
Pro Forma Consolidated Financial
Data............................... 25
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 30
Business............................ 40
Management.......................... 71
Ownership of Capital Stock.......... 84
Certain Relationships and Related
Transactions....................... 85
Description of Capital Stock........ 91
The Fixed Income Offerings.......... 96
Shares Eligible for Future Sale..... 96
Certain United States Federal Tax
Considerations for Non-U.S. Holders
of Class A Common Stock............ 98
Subscription and Sale............... 100
Legal Matters....................... 102
Experts............................. 102
Glossary of Selected Insurance Terms 103
Index to Consolidated Financial
Statements......................... F-1
</TABLE>
------------
A-2
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (together with all
amendments, exhibits, schedules and supplements thereto, the "Registration
Statement") pursuant to the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, for the registration of the Class A Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Class A Common Stock offered hereby, reference is made to the
Registration Statement, including exhibits thereto and financial statements
and notes filed as a part thereof. Statements made in this Prospectus
concerning the contents of any contract or other document are not necessarily
complete. With respect to each such contract or other document filed with the
Commission as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
The Registration Statement and the exhibits and schedules thereto filed by the
Company with the Commission may be inspected at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the regional offices of the Commission located
at Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
As a result of the Equity Offerings, the Company will be subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). So long as the Company is subject to the periodic
reporting requirements of the Exchange Act, it will continue to furnish the
reports and other information required thereby to the Commission. The Company
intends to furnish the holders of the Class A Common Stock with annual reports
containing, among other information, audited consolidated financial statements
reported upon by an independent public accounting firm and quarterly reports
for each of the first three quarters of each fiscal year containing unaudited
condensed consolidated financial information. The Company also intends to
furnish such other reports as it may determine or as may be required by law.
A-3
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
THE EQUITY OFFERINGS
<TABLE>
<CAPTION>
<C> <S>
Class A Common Stock:
U.S. Offering.................................................. 16,432,000 shares
International Offering......................................... 4,108,000 shares
Total.................................................... 20,540,000 shares
Class A Common Stock outstanding after the Equity Offerings(1).. 20,540,000 shares
Class B Common Stock outstanding after the Equity Offerings..... 104,745,000 shares
Common Stock outstanding after the Equity Offerings(1).......... 125,285,000 shares
Voting Rights................................................... On all matters submitted
to a vote of
stockholders, holders of
Class A Common Stock are
entitled to one vote per
share and holders of
Class B Common Stock are
entitled to ten votes
per share. See
"Description of Capital
Stock."
Use of Proceeds................................................. Of the $426.6 million
estimated net proceeds
from the Equity
Offerings, the Company
will contribute
approximately $371.6
million to the capital
of Nationwide Life and
retain the balance for
general corporate
purposes. The Company
expects to contribute
all of the net proceeds
from the Fixed Income
Offerings to the capital
of Nationwide Life. See
"Use of Proceeds" and
"The Fixed Income
Offerings."
NYSE symbol..................................................... NFS
Dividend policy................................................. The Company currently
intends to pay quarterly
cash dividends of $0.06
per share, subject to
declaration by the
Company's Board of
Directors. The Company
anticipates that the
first dividend will be
declared at the end of
the second quarter and
paid during the third
quarter of 1997. There
can be no assurances,
however, that this
dividend or any
dividends will be paid
by the Company. See
"Dividend Policy."
</TABLE>
- --------
(1) Does not include 2.6 million shares of Class A Common Stock reserved for
issuance under the Company's Long-Term Equity Compensation Plan. See
"Management--Long-Term Equity Compensation Plan."
RISK FACTORS
Potential purchasers of the shares of Class A Common Stock offered hereby
should carefully consider the risk factors set forth herein under "Risk
Factors" commencing on page 12, as well as other information contained in this
Prospectus.
A-8
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
potential acquiror from making a tender offer or otherwise attempting to
obtain control of the Company. Provisions contained in the Certificate, among
other things, (i) divide the Board of Directors of the Company into three
classes, which will serve for staggered three-year terms, (ii) provide that a
director of the Company may be removed only for cause and only by the
affirmative vote of holders of outstanding securities of the Company which
represent a majority of the voting power of all outstanding shares of capital
stock of the Company eligible to vote on such matters, (iii) provide that only
the Board of Directors of the Company, the Chairman of the Board of Directors,
the Chairman and Chief Executive Officer--Nationwide Insurance Enterprise or
the President and Chief Operating Officer of the Company may call special
meetings of the stockholders, (iv) eliminate the ability of the stockholders
to take any action without a meeting and (v) provide that the stockholders may
amend or repeal any of the foregoing provisions of the Certificate and certain
provisions of the Bylaws only by a vote of holders of outstanding securities
of the Company which represent two-thirds of the combined voting power of the
outstanding capital stock of the Company eligible to vote on such matters. In
addition, the Bylaws establish certain advance notice procedures for
nomination of candidates for election as directors and for stockholders'
proposals to be considered at stockholders' meetings. Nationwide Corp., as
owner of approximately 98.1% of the combined voting power of all classes of
capital stock of the Company, could sell or otherwise dispose of a substantial
portion of its Common Stock holdings and still be able to block any merger,
consolidation, takeover or other business combination. In addition, the
Company is subject to the provisions of Section 203 ("Section 203") of the
General Corporation Law of the State of Delaware (the "DGCL"). See
"Description of Capital Stock."
SHARES ELIGIBLE FOR FUTURE SALE
All of the shares of Class A Common Stock outstanding as a result of the
Equity Offerings will be freely tradeable without restriction or further
registration under the Securities Act by persons other than affiliates of the
Company. The shares of Class B Common Stock held by Nationwide Corp. are
deemed "restricted securities" as defined in Rule 144 under the Securities Act
and may not be resold in the absence of registration under the Securities Act
or pursuant to an exemption from such registration, including the exemptions
contained in Rule 144 under the Securities Act. Nationwide Corp. has advised
the Company that it currently intends to maintain a direct or indirect
ownership of at least 80% of the combined voting power of the outstanding
shares of capital stock of the Company. Nationwide Corp., however, does not
have any agreement with the Company not to sell the Common Stock it holds. The
Company has agreed that it will, upon the request of Nationwide Corp., use its
best efforts to effect the registration under applicable federal and state
securities laws of any shares of Common Stock held by Nationwide Corp. and its
affiliates. See "Certain Relationships and Related Transactions--New
Agreements with Nationwide Insurance Enterprise--Intercompany Agreement--
Registration Rights." There can be no assurance that holders of such
"restricted securities" will not seek to sell their shares of Common Stock
following the Equity Offerings. Sales of substantial amounts of Common Stock,
or the perception that such sales could occur, could adversely affect
prevailing market prices for the Class A Common Stock. Notwithstanding the
foregoing, Nationwide Corp. and the Company have agreed that, without the
prior written consent of Credit Suisse First Boston Corporation, they will not
offer, sell, contract to sell or otherwise dispose of, directly or indirectly,
or file with the Commission a registration statement under the Securities Act
relating to any additional shares of Class A Common Stock, or securities
convertible into or exchangeable or exercisable for shares of Class A Common
Stock, for a period of 180 days after the date of this Prospectus, except for
shares of Class A Common Stock being reserved for sale at the initial public
offering price to the employees, directors and agents of the Company and the
Nationwide Insurance Enterprise as described in this Prospectus. See
"Subscription and Sale" and "Shares Eligible for Future Sale."
NO PRIOR MARKET FOR COMMON STOCK
Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock and there can be no assurance that an active trading market
will develop and continue upon completion of the Equity Offerings or that the
market price for the Class A Common Stock will not decline below the initial
public offering price. The initial public offering price was determined
through negotiations between the Company and Credit Suisse First Boston
Corporation, on behalf of the U.S. Underwriters and the Managers, and may not
be indicative of the market price for the Class A Common Stock following the
Equity Offerings. See "Subscription and Sale."
A-18
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK
The following is a general discussion of certain United States federal
income and estate tax consequences of ownership and disposition of Class A
Common Stock by Non-U.S. Holders. For purposes of this discussion, a "Non-U.S.
Holder" is a person that is not (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in the United States or
under the laws of the United States or any State, (iii) an estate or trust the
income of which is includible in gross income for United States federal income
tax purposes regardless of its source, or (iv) for taxable years beginning
after December 31, 1996, a trust if one or more U.S. fiduciaries have the
authority to control all substantial decisions of the trust, and a U.S. court
can exercise primary supervision over the administration of the trust. This
discussion is based on current law, which is subject to change. In addition,
this discussion does not address all aspects of United States federal tax law
(or any other tax law) that may be relevant to Non-U.S. Holders in view of
their particular circumstances. Tax treaties between the United States and
certain other countries provide for reduced rates of, or exemptions from,
United States tax in some circumstances, and a Non-U.S. Holder often must
satisfy certification requirements not described below in order to obtain such
a benefit under an applicable treaty. Also, under certain treaties between the
United States and other countries, the Internal Revenue Service may disclose
to the government of a foreign country tax information relating to a Non-U.S.
Holder that is a citizen or resident of that country. Accordingly, prospective
investors are urged to consult their own tax advisors regarding the United
States federal, state and local tax consequences, as well as foreign tax
consequences, of holding and disposing of Class A Common Stock.
DIVIDENDS
Dividends paid on Class A Common Stock to a Non-U.S. Holder generally will
be subject to United States federal withholding tax at a rate of 30% (or any
lower rate provided by an applicable tax treaty). However, if such dividends
are effectively connected with the conduct of a United States trade or
business by the Non-U.S. Holder, they generally will be subject to the United
States federal income tax that applies to the income of United States persons,
and the 30% United States withholding tax will not apply to such effectively
connected income. In the case of a Non-U.S. Holder that is a corporation, any
such dividends that are effectively connected with a United States trade or
business also may be subject to the United States branch profits tax at a rate
of 30% (or any lower rate provided by an applicable tax treaty).
Under current law, dividends paid to an address outside the United States
are presumed to be paid to a resident of such country (unless the payer has
knowledge to the contrary) for purposes of the withholding discussed above and
for purposes of determining the applicability of a tax treaty rate. However,
under proposed Treasury regulations not currently in effect, in the case of
dividends paid after December 31, 1997 (December 31, 1999 in the case of
dividends paid to accounts in existence on or before the date that is 60 days
after the proposed regulations are published as final regulations), a Non-U.S.
Holder of Class A Common Stock who wishes to claim the benefit of an
applicable treaty rate would be required to satisfy applicable certification
and other requirements either directly or through an intermediary. In
addition, backup withholding, as discussed below, may apply in certain
circumstances if applicable certification and other requirements are not met.
A Non-U.S. Holder of Class A Common Stock eligible for a reduced rate of
United States withholding tax pursuant to an income tax treaty may obtain a
refund of any excess amounts withheld by filing an appropriate claim for
refund with the Internal Revenue Service.
GAIN ON DISPOSITION OF STOCK
Except under special rules for individuals described below, a Non-U.S.
Holder generally will not be subject to United States federal income tax on
gain resulting from a sale or other disposition of Class A Common Stock unless
the gain is (i) effectively connected with the conduct of a United States
trade or business by the Non-U.S. Holder, or (ii) treated as effectively
connected with such a trade or business because the Company is or has been a
"United States real property holding corporation" and certain other conditions
are satisfied as discussed below. The Company does not believe that it is, or
will be, a United States real property holding corporation. Any gain from
disposition of Class A Common Stock that is (or is treated as) effectively
connected with a United States
A-98
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
trade or business will be subject to the United States federal income tax that
applies to United States persons (and, in case of corporate Non-U.S. Holders,
may be subject to the branch profits tax), except as otherwise provided by an
applicable tax treaty.
Special rules apply to certain individual Non-U.S. Holders. An individual
Non-U.S. Holder who recognized gain from the disposition of Class A Common
Stock held as a capital asset and is present in the United States for 183 days
or more in the taxable year of disposition generally will be taxed at a rate
of 30% (or any lower rate provided by an applicable tax treaty) on any such
gain (less certain capital losses, if any, from United States sources), if the
Non-U.S. Holder either (i) has a "tax home" in the United States (as defined
in the IRC), or (ii) maintains an office or other fixed place of business in
the United States to which such gain is attributable. In addition, certain
individual Non-U.S. Holders who once were United States citizens may be
subject to special rules applicable to United States expatriates.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Dividends
The Company or other payor of dividends must report annually to the Internal
Revenue Services and each Non-U.S. Holder the amount of dividends paid to, and
the tax (if any) withheld from, that holder. A backup withholding tax is
imposed at a rate of 31% on the gross amount of certain payments made to
persons who fail to furnish required identifying information to the payor.
However, the backup withholding tax generally will not apply to dividends paid
to a Non-U.S. Holder at an address outside the United States (unless the payer
has knowledge that the payee is a U.S. person), but generally will apply to
dividends paid on Class A Common Stock at addresses inside the United States
to Non-U.S. Holders that fail to provide certain identifying information in
the manner required. However, under proposed Treasury regulations not
currently in effect, in the case of dividends paid after December 31, 1997
(December 31, 1999 in the case of dividends paid to accounts in existence on
or before the date that is 60 days after the proposed regulations are
published as final regulations), a Non-U.S. Holder generally would be subject
to backup withholding at a 31% rate, unless certain certification procedures
(or, in the case of payments made outside the United States with respect to an
offshore account, certain documentary evidence procedures) are complied with,
directly or through an intermediary or a Non-U.S. Holder otherwise establishes
an exemption from backup withholding. The backup withholding tax is not an
additional tax.
PROCEEDS FROM DISPOSITION OF CLASS A COMMON STOCK
Payments of gross proceeds from a disposition of Class A Common Stock to a
Non-U.S. Holder made through a United States office of a United States or
foreign broker will be subject to information reporting requirements and
backup withholding, unless the holder certifies under penalties of perjury its
name, address and status as a Non-U.S. Holder or otherwise establishes an
exemption. In general, such payments made through a foreign office of a broker
will not be subject to information reporting requirements or backup
withholding. However, payments of proceeds generally will be subject to
information reporting requirements (but not to backup withholding) if made
through a foreign office of (i) a United States broker or (ii) a foreign
broker that (a) is a "controlled foreign corporation" (generally, a
corporation controlled by United States shareholders) or (b) derives at least
50% of its gross income from the conduct of a trade or business within the
United States, unless the broker has documentary evidence that the holder is a
Non-U.S. Holder and certain other conditions are met, or the holder otherwise
establishes an exemption.
Any amounts withheld under the backup withholding rules generally will be
allowed as a refund or a credit against such holder's U.S. federal income tax
liability provided the required information is furnished in a timely manner to
the IRS.
ESTATE TAX
Class A Common Stock owned or treated as owned, at the time of death, by an
individual Non-U.S. Holder will be includible in the Non-U.S. Holder's gross
estate for United States federal estate tax purposes (unless otherwise
provided by an applicable tax treaty), and thus may be subject to United
States federal estate tax.
A-99
<PAGE>
[ALTERNATE PAGE FOR INTERANTIONAL PROSPECTUS]
SUBSCRIPTION AND SALE
The institutions named below (the "Managers") have, pursuant to a
Subscription Agreement dated , 1997 between the Company and the Managers
(the "Subscription Agreement"), severally but not jointly, have agreed with
the Company to subscribe and pay for the following respective numbers of
International Shares as set forth opposite their names below:
<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL
MANAGER SHARES
------- -------------
<S> <C>
Credit Suisse First Boston (Europe) Limited...................
Morgan Stanley & Co. International Limited....................
Merrill Lynch International...................................
---------
Total..................................................... 4,108,000
=========
</TABLE>
The Subscription Agreement provides that the obligations of the Managers are
such that, subject to certain conditions precedent, the Managers will be
obligated to purchase all the International Shares offered hereby (other than
those International Shares covered by the over-allotment option described
below) if any are purchased. The Subscription Agreement provides that, in the
event of a default by a Manager, in certain circumstances the purchase
commitments of the non-defaulting managers may be increased or the
Subscription Agreement may be terminated.
The Company has entered into an Underwriting Agreement with the Underwriters
of the U.S. Offering (the "U.S. Underwriters" and, together with the Managers,
the "Underwriters") providing for the concurrent offer and sale of the U.S.
Shares in the United States and Canada. The closing of the U.S. Offering is a
condition to the closing of the International Offering and vice versa.
The Company has granted to the Managers and the U.S. Underwriters an option,
exercisable by Credit Suisse First Boston Corporation, expiring at the close
of business on the 30th day after the date of this Prospectus to purchase up
to 3,081,000 additional shares of Class A Common Stock (the "Option Shares")
at the initial public offering price less the underwriting discounts and
commissions, all as set forth on the cover page of this Prospectus. Such
option may be exercised only to cover over-allotments in the sale of the
shares of Class A Common Stock offered hereby. To the extent that this option
to purchase is exercised, each Manager and each U.S. Underwriter will become
obligated, subject to certain conditions, to purchase approximately the same
percentage of Option Shares as the number of International Shares set forth
next to such Manager's name in the preceding table and as the number set forth
next to such U.S. Underwriter's name in the corresponding table in the
prospectus relating to the U.S. Shares bears to the sum of the total number of
shares of Class A Common Stock in such tables.
The Company has been advised by Credit Suisse First Boston (Europe) Limited,
on behalf of the Managers, that the Managers propose to offer the
International Shares outside the United States and Canada initially at the
public offering price set forth on the cover page of this Prospectus and
through the Managers, to certain dealers at such price less a commission of
$ per share and that the Managers and such dealers may reallow a commission
of $ per share on sales to certain other dealers. After the initial public
offering, the public offering price and commission and reallowance may be
changed by the Managers.
The public offering price, the aggregate underwriting discount and
commissions per share and the per share commission and reallowance to dealers
for the International Offering and the concurrent U.S. Offering are identical.
Pursuant to an Agreement Between U.S. Underwriters and Managers dated ,
1997 (the "Intersyndicate Agreement") relating to the Offerings, changes in
the public offering price, the aggregate
A-100
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
underwriting discounts and commissions per share and per share commission and
reallowance to dealers may be made only upon the mutual agreement of Credit
Suisse First Boston (Europe) Limited, on behalf of the Managers, and Credit
Suisse First Boston Corporation, as representative of the U.S. Underwriters.
Pursuant to the Intersyndicate Agreement, each of the Managers has agreed or
will agree that, as part of the distribution of the International Shares and
subject to certain exceptions, it has not offered or sold, and will not offer
or sell, directly or indirectly, any Class A Common Stock or distribute any
prospectus relating to the Class A Common Stock to any person in the United
States or Canada or to any other dealer who does not so agree. Each of the
U.S. Underwriters has agreed that, as part of the distribution of the U.S.
shares and subject to certain exceptions, it has not offered or sold, and will
not offer or sell, directly or indirectly, any shares of Class A Common Stock
or distribute any prospectus relating to the Class A Common Stock to any
person outside the United States and Canada or to any dealer who does not so
agree. The foregoing limitations do not apply to stabilization transactions or
to transactions between the Managers and the U.S. Underwriters pursuant to the
Intersyndicate Agreement. As used herein, "United States" means the United
States of America (including the states and the District of Columbia), its
territories, possessions and other areas subject to its jurisdiction, "Canada"
means Canada, its provinces, territories, possessions and other areas subject
to its jurisdiction, and an offer or sale shall be in the United States or
Canada if it is made to (i) any individual resident in the United States or
Canada, or (ii) any corporation, partnership, pension, profit sharing or other
trust or other entity (including any such entity acting as an investment
advisor with discretionary authority) whose office most directly involved with
the purchase is located in the United States or Canada.
Pursuant to the Intersyndicate Agreement, sales may be made between the
Managers and the U.S. Underwriters of such number of shares of Class A Common
Stock as may be mutually agreed upon. The price of any shares so sold shall be
the public offering price less such amount agreed upon by Credit Suisse First
Boston (Europe) Limited, on behalf of the Managers, and Credit Suisse First
Boston Corporation, as representative of the U.S. Underwriters, but not
exceeding the selling concession applicable to such shares. To the extent
there are sales between the Managers and the U.S. Underwriters pursuant to the
Intersyndicate Agreement, the number of shares of Class A Common Stock
initially available for sale by the Managers and the U.S. Underwriters may be
more or less than the amount appearing on the cover page of this Prospectus.
Neither the Managers nor the U.S. Underwriters are obligated to purchase from
the other any unsold shares of Class A Common Stock.
Each of the Managers and U.S. Underwriters severally represents and agrees
that (a) it has not offered or sold and prior to the date six months after the
date of issue of the International Shares will not offer or sell any
International Shares to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, (b) it has complied and will comply
with all applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the International Shares in, from or
otherwise involving the United Kingdom, and (c) it has only issued or passed
on and will only issue or pass on in the United Kingdom any document received
by it in connection with the issue of the International Shares to a person who
is of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 or is a person to whom
such document may otherwise lawfully issued or passed on.
The Company has agreed that, without the prior written consent of Credit
Suisse First Boston Corporation, it will not offer, sell, contract to sell or
otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the Securities Act relating to any additional
shares of Class A Common Stock, or securities convertible into or exchangeable
or exercisable for shares of Class A Common Stock, for a period of 180 days
after the date of this Prospectus.
The Company has agreed to indemnify the Managers and the U.S. Underwriters
against certain liabilities, including civil liabilities under the Securities
Act, or contribute to payments which the U.S. Underwriters and the Managers
may be required to make in respect thereof.
A-101
<PAGE>
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
Application is being made for listing of the Class A Common Stock on the New
York Stock Exchange under the symbol "NFS." The U.S. Underwriters will
undertake to the NYSE that the Class A Common Stock will be sold to ensure
that NYSE distribution standards will be met requiring that sales in the
United States will be made in lots of 100 or more shares of Class A Common
Stock to a sufficient number of persons to establish a minimum of 2,000 round
lot beneficial holders after the U.S. Offering.
At the request of the Company, up to a maximum of 1,437,800 shares of Class
A Common Stock are being reserved for sale at the initial public offering
price as set forth on the cover page of this Prospectus to the employees,
officers, directors and agents of the Company and other members of the
Nationwide Insurance Enterprise subject to confirmation after the pricing of
the Equity Offerings. The shares of Class A Common Stock sold through the
reserved share program will be sold subject to the same terms and conditions
as all other shares of Class A Common Stock sold in the Equity Offerings. The
number of shares of Class A Common Stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved
shares. Any shares not so purchased will be offered by the U.S. Underwriters
to the general public on the same basis as the other shares of Class A Common
Stock offered hereby.
Prior to the Equity Offerings, there has been no public market for the Class
A Common Stock. The initial public offering price for the Class A Common Stock
will be determined through negotiations between the Company and Credit
Suisse First Boston Corporation on behalf of the Managers and the U.S.
Underwriters. Among the factors considered in determining the initial public
offering price will be the history and prospects for the Company and the
sectors in which it operates, the past and present operating results of the
Company and the trends of such results, the general conditions of the
securities markets at the time of the offering and the prices of similar
securities of comparable companies.
From time to time, Credit Suisse First Boston Corporation has provided
investment banking services to the Company, Nationwide Life and other members
of the Nationwide Insurance Enterprise, for which it has received customary
compensation. It is expected that Credit Suisse First Boston Corporation will
continue to provide such services in the future. Affiliates of the Managers
also are acting as representatives of the underwriters of the Fixed Income
Offerings.
LEGAL MATTERS
The validity of the Class A Common Stock offered hereby will be passed upon
for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York. Certain
other legal matters will be passed upon for the Company by W. Sidney Druen,
Esq., Senior Vice President and General Counsel. Certain legal matters
relating to the Equity Offerings will be passed upon for the Underwriters by
Dewey Ballantine, New York, New York.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company and its subsidiaries as of December 31, 1996 and 1995, and for
each of the years in the three-year period ended December 31, 1996 included
herein and elsewhere in this Registration Statement have been included herein
and elsewhere in this Registration Statement in reliance on the report of KPMG
Peat Marwick LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.
A-102
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
offering of Class A Common Stock pursuant to this Registration Statement that
will be paid fully by the Registrant. All amounts shown are estimates, except
the Securities and Exchange Commission registration fee, the NASD filing fee
and the New York Stock Exchange listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $151,515.15
NASD filing fee................................................. 30,500.00
New York Stock Exchange listing fee............................. *
Blue Sky fees and expenses...................................... *
Legal fees and expenses......................................... *
Accounting fees and expenses.................................... *
Transfer agent fees and expenses................................ *
Printing, engraving and postage expenses........................ *
Miscellaneous................................................... *
-----------
Total......................................................... $ *
===========
</TABLE>
- --------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Directors and officers of the Company may be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted against
them as provided in the Delaware General Corporation Law and the Company's
Articles of Incorporation. Such indemnification covers all costs and expenses
incurred by a director or officer. The Board of Directors, by a majority vote
of a quorum of disinterested directors or, under certain circumstances,
independent counsel appointed by the Board of Directors, must determine that
the director or officer seeking indemnification was not guilty of willful
misconduct or a knowing violation of the criminal law. In addition, the
Delaware General Corporation Law and the Company's Certificate may under
certain circumstances eliminate the liability of directors and officers in a
stockholder or derivative proceeding.
If the person involved is not a director or officer of the Company, the
Board of Directors may cause the Company to indemnify to the same extent
allowed for directors and officers of the Company such person who was or is a
party to a proceeding, by reason of the fact that he is or was an employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.
The Company has in force and effect a policy insuring the directors and
officers of the Company against losses which they or any of them shall become
legally obligated to pay for by reason of any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach
of duty by the directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers, such coverage being limited by
the specific terms and provisions of the insurance policy.
Pursuant to the Underwriting Agreement, in the form filed as an exhibit to
the Registration Statement, any Underwriters under the Underwriting Agreement
will agree to indemnify the registrant's directors and officers and persons
controlling the registrant within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), against certain liabilities that might
arise out of or based upon certain information furnished to the registrant by
any such indemnifying party.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On December 11, 1996, the Registrant issued 1,000 shares of common stock to
Nationwide Corporation in exchange for $1,000. This exchange is exempt from
registration under the Securities Act pursuant to Section 4(2) thereunder.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S>
*1.1 --Form of U.S. Underwriting Agreement
*1.2 --Form of Subscription Agreement
3.1 --Form of Restated Certificate of Incorporation of Nationwide
Financial Services, Inc.
**3.2 --Form of Restated Bylaws of Nationwide Financial Services, Inc.
*4.1 --Form of Certificate for shares of Class A Common Stock
*5.1 --Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
*10.1 --Form of Intercompany Agreement among Nationwide Mutual Insurance
Company, Nationwide Corporation and Nationwide Financial
Services, Inc.
10.2 --Form of Tax Sharing Agreement among Nationwide Mutual Insurance
Company, Nationwide Corporation and any corporation that may
hereafter be a subsidiary of Nationwide Corporation
10.3 --Form of First Amendment to Cost Sharing Agreement among the
parties named therein
**10.4 --Modified Coinsurance Agreement between Nationwide Life Insurance
Company and Nationwide Mutual Insurance Company
**10.5 --Modified Coinsurance Agreement between Employers Life Insurance
Company of Wausau and Nationwide Life Insurance Company
**10.6 --Credit Facility, dated August 12, 1996, among Nationwide Life
Insurance Company, Nationwide Mutual Insurance Company, the banks
named therein and Morgan Guaranty Trust Company of New York, the
administrative agent
10.7 --Form of Lease Agreement between Nationwide Life Insurance
Company and Nationwide Mutual Insurance Company
10.8 --Form of Nationwide Financial Services, Inc. Long-Term Equity
Compensation Plan
10.9 --General Description of Nationwide Insurance Enterprise Executive
Incentive Plan
10.10 --General Description of Nationwide Insurance Enterprise
Management Incentive Plan
**10.11 --Nationwide Insurance Enterprise Excess Benefit Plan effective as
of December 31, 1996
**10.12 --Nationwide Insurance Enterprise Supplemental Retirement Plan
effective as of
December 31, 1996
**10.13 --Nationwide Salaried Employees Severance Pay Plan
**10.14 --Nationwide Insurance Enterprise Supplemental Defined
Contribution Plan effective as of January 1, 1996
10.15 --General Description of Nationwide Insurance Enterprise
Individual Deferred Compensation Program
10.16 --General Description of Nationwide Mutual Insurance Company
Directors Deferred Compensation Program
10.17 --Deferred Compensation Agreement, dated as of September 3, 1979,
between Nationwide Mutual Insurance Company and D. Richard
McFerson
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.18 --Nationwide Financial Services, Inc. Stock Retainer Plan for Non-
Employee Directors
**21.1 --List of Subsidiaries
23.1 --Consent of KPMG Peat Marwick LLP
*23.2 --Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
Exhibit 5.1)
**24.1 --Power of Attorney (for Messrs. McFerson, Gasper, Oakley,
Shisler, Holloway, Patterson, Miller and Fuellgraf)
24.2 --Power of Attorney for Lydia Micheaux Marshall
24.3 --Power of Attorney for Donald L. McWhorter
27.1 --Financial Data Schedule
</TABLE>
<TABLE>
<C> <C> <S>
(b) Financial Statement Schedules
Schedule I --Consolidated Summary of Investments--Other than Investments
in Related Parties
Schedule III --Supplementary Insurance Information
Schedule IV --Reinsurance
Schedule V --Valuation and Qualifying Accounts
</TABLE>
- --------
*To be filed by amendment.
**Previously filed.
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant undertakes to provide to the underwriters at
the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF COLUMBUS, STATE OF OHIO, ON FEBRUARY 10, 1997.
Nationwide Financial Services, Inc.
*
By: _________________________________
DIMON RICHARD MCFERSON
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER--
NATIONWIDE INSURANCE ENTERPRISE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON
FEBRUARY 10, 1997 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
SIGNATURE TITLE
* Chairman and Chief Executive
- ------------------------------------- Officer--Nationwide Insurance
DIMON RICHARD MCFERSON Enterprise and Director (Principal
Executive Officer)
* President and Chief Operating
- ------------------------------------- Officer and Director
JOSEPH J. GASPER
* Executive Vice President--Chief
- ------------------------------------- Financial Officer (Principal
ROBERT A. OAKLEY Financial Officer and Principal
Accounting Officer)
* Director
- -------------------------------------
ARDEN L. SHISLER
* Director
- -------------------------------------
HENRY S. HOLLOWAY
Director
*
- -------------------------------------
JAMES F. PATTERSON
Director
*
- -------------------------------------
DAVID O. MILLER
Director
*
- -------------------------------------
CHARLES L. FUELLGRAF, JR.
II-4
<PAGE>
SIGNATURE TITLE
* Director
- -------------------------------------
LYDIA MICHEAUX MARSHALL
* Director
- -------------------------------------
DONALD L. MCWHORTER
(*) By: /s/ Mark B. Koogler
- -------------------------------------
MARK B. KOOGLER
ATTORNEY-IN-FACT
II-5
<PAGE>
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Independent Auditors' Report on Financial Statement Schedules........... S-2
Schedule I Consolidated Summary of Investments--Other Than
Investments In Related Parties as of December 31, 1996.... S-3
Schedule III Supplementary Insurance Information for the years ended
December 31, 1996, 1995 and 1994.......................... S-4
Schedule IV Reinsurance as of December 31, 1996, 1995 and 1994 and for
each of the years then ended.............................. S-5
Schedule V Valuation and Qualifying Accounts for the years ended
December 31, 1996, 1995
and 1994.................................................. S-6
</TABLE>
All other schedules are omitted because they are not applicable, or not
required, or because the required information has been included in the
consolidated financial statements of notes thereto.
S-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
ON FINANCIAL STATEMENT SCHEDULES
The Board of Directors
Nationwide Financial Services, Inc. :
Under date of January 31, 1997, we reported on the consolidated balance
sheets of Nationwide Financial Services, Inc. and subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of income,
shareholder's equity and cash flows for each of the years in the three-year
period ended December 31, 1996, which are included in the prospectus.
As discussed in note 1 to the consolidated financial statements, the Company
was formed in November 1996 as a holding company for Nationwide Life Insurance
Company and the other companies within the Nationwide Insurance Enterprise
that offer or distribute long-term savings and retirement products. The
consolidated financial statements are presented as if these companies were
consolidated for all periods presented.
In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedules included in the registration statement. These consolidated financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statement schedules based on our audits.
In our opinion, such consolidated financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly, in all material respects, the information set forth
therein.
Columbus, Ohio KPMG Peat Marwick LLP
January 31, 1997
S-2
<PAGE>
SCHEDULE I
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF INVESTMENTS--
OTHER THAN INVESTMENTS IN RELATED PARTIES
(IN THOUSANDS)
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
-------- ----------- ----------- ---------------
AMOUNT AT WHICH
SHOWN IN THE
MARKET CONSOLIDATED
TYPE OF INVESTMENT COST VALUE BALANCE SHEET
------------------ ----------- ----------- ---------------
<S> <C> <C> <C>
Fixed maturity securities available-
for-sale:
Bonds:
United States government and
government agencies and
authorities...................... $ 3,757,887 $ 3,834,762 $ 3,834,762
States, municipalities and
political subdivisions........... 6,241 6,690 6,690
Foreign governments............... 100,656 101,940 101,940
Public utilities.................. 1,798,736 1,843,938 1,843,938
All other corporate .............. 6,307,358 6,517,309 6,517,309
----------- ----------- -----------
Total fixed maturity securities
available-for-sale............. $11,970,878 $12,304,639 $12,304,639
----------- ----------- -----------
Equity securities available-for-sale:
Common stocks:
Industrial, miscellaneous and all
other............................ $ 43,501 $ 50,405 $ 50,405
Nonredeemable preferred stock....... 389 8,726 8,726
----------- ----------- -----------
Total equity securities
available-for-sale............. $ 43,890 $ 59,131 $ 59,131
----------- ----------- -----------
Fixed maturity securities held-to-ma-
turity:
Bonds:
United States government and gov-
ernment agencies and authori-
ties............................. $ 5,877 $ 5,944 $ 5,877
----------- ----------- -----------
Total fixed maturity securities
held-to-maturity............... $ 5,877 $ 5,944 $ 5,877
----------- ----------- -----------
Mortgage loans on real estate, net.... $ 5,327,317 $ 5,272,119(1)
Real estate, net:
Investment properties............... 253,384 217,611(1)
Acquired in satisfaction of debt.... 57,933 48,148(1)
Policy loans.......................... 371,816 371,816
Other long-term investments........... 27,370 28,668(2)
Short-term investments................ 9,261 9,261
----------- -----------
Total investments............... $18,067,726 $18,317,270
=========== ===========
</TABLE>
- --------
See accompanying independent auditors' report.
(1) Difference from Column B is primarily due to accumulated depreciation and
valuation allowances due to impairments on real estate and valuation
allowances due to impairments on mortgage loans on real estate. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" and note 6 to the consolidated financial statements.
(2) Difference from Column B is primarily due to operating losses of
investments in limited partnerships.
S-3
<PAGE>
SCHEDULE III
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
(IN THOUSANDS)
AS OF DECEMBER 31, 1996, 1995 AND 1994 AND FOR EACH OF THE YEARS THEN ENDED
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J
-------- ----------- ---------------- -------- ---------- -------- ---------- ---------- ------------ ---------
FUTURE OTHER
POLICY BENEFITS, POLICY BENEFITS, AMORTIZATION
DEFERRED LOSSES, CLAIMS AND NET CLAIMS OF DEFERRED OTHER
POLICY CLAIMS AND UNEARNED BENEFITS INVESTMENT LOSSES AND POLICY OPERATING
ACQUISITION LOSS PREMIUMS PAYABLE PREMIUM INCOME SETTLEMENT ACQUISITION EXPENSES
SEGMENT COSTS EXPENSES (1) (2) REVENUE (3) EXPENSES COSTS (3)
------- ----------- ---------------- -------- ---------- -------- ---------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996:
Variable
Annuities........ $ 791,611 $ -- $ -- $ -- $ (21,449) $ 4,624 $ 57,412 $132,357
Fixed Annuities.. 242,421 14,952,877 687 24,030 1,050,557 838,533 38,635 79,737
Life Insurance... 414,417 1,995,802 395,739 174,612 174,002 211,386 37,347 78,965
Corporate and
Other ........... (81,940) 230,381 25,048 -- 154,649 106,037 -- 62,506
---------- ----------- -------- -------- ---------- ---------- -------- --------
Total........... $1,366,509 $17,179,060 $421,474 $198,642 $1,357,759 $1,160,580 $133,394 $353,565
========== =========== ======== ======== ========== ========== ======== ========
1995:
Variable
Annuities........ 571,283 -- -- -- (17,640) 2,881 26,264 109,089
Fixed Annuities.. 221,111 14,221,622 455 32,774 1,002,718 804,980 29,499 80,260
Life Insurance... 366,876 1,898,641 383,983 166,332 171,255 201,986 31,021 68,832
Corporate and
Other............ (138,914) 238,351 28,886 -- 137,700 105,646 (4,089) 59,562
---------- ----------- -------- -------- ---------- ---------- -------- --------
Total........... $1,020,356 $16,358,614 $413,324 $199,106 $1,294,033 $1,115,493 $ 82,695 $317,743
========== =========== ======== ======== ========== ========== ======== ========
1994:
Variable
Annuities........ 395,397 -- -- -- (13,415) 2,277 22,135 83,701
Fixed Annuities.. 198,639 12,633,253 240 20,134 903,572 702,082 29,849 69,975
Life Insurance... 327,079 1,806,762 371,984 156,524 166,329 191,006 29,495 69,861
Corporate and
Other............ 74,445 233,569 26,927 -- 154,325 97,302 4,089 53,095
---------- ----------- -------- -------- ---------- ---------- -------- --------
Total........... $ 995,560 $14,673,584 $399,151 $176,658 $1,210,811 $ 992,667 $ 85,568 276,632
========== =========== ======== ======== ========== ========== ======== ========
<CAPTION>
COLUMN A COLUMN K
-------- --------
PREMIUMS
SEGMENT WRITTEN
------- --------
<S> <C>
1996:
Variable
Annuities........
Fixed Annuities..
Life Insurance...
Corporate and
Other ...........
Total...........
1995:
Variable
Annuities........
Fixed Annuities..
Life Insurance...
Corporate and
Other............
Total...........
1994:
Variable
Annuities........
Fixed Annuities..
Life Insurance...
Corporate and
Other............
Total...........
</TABLE>
- ----
See accompanying independent auditors' report.
(1) Unearned premiums are included in Column C amounts.
(2) Column E agrees to the sum of Balance Sheet captions, "Policyholders'
dividend accumulations" and "Other policyholder funds."
(3) Allocations of net investment income and certain general expenses are
based on a number of assumptions and estimates, and reported operating
results would change by segment if different methods were applied.
S-4
<PAGE>
SCHEDULE IV
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
REINSURANCE
(IN THOUSANDS)
AS OF DECEMBER 31, 1996, 1995 AND 1994
AND FOR EACH OF THE YEARS THEN ENDED
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- ------------ --------- ---------- ---------- -------------
PERCENTAGE OF
CEDED TO ASSUMED AMOUNT
OTHER FROM OTHER ASSUMED
GROSS AMOUNT COMPANIES COMPANIES NET AMOUNT TO NET
------------ --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
As of December 31, 1996
Life insurance in
force................ $47,071,264 6,633,567 288,593 40,726,290 0.7%
=========== ========= ======= ========== =====
Year ended December 31,
1996
Insurance premiums
Life insurance........ $ 225,615 29,282 2,309 198,642 1.2%
Accident and health
insurance............ 291,871 305,789 13,918 -- N/A
----------- --------- ------- ---------- -----
Total insurance
premiums........... $ 517,486 335,071 16,227 198,642 8.2%
=========== ========= ======= ========== =====
As of December 31, 1995
Life insurance in
force................ $41,087,025 8,935,743 391,174 32,542,456 1.2%
=========== ========= ======= ========== =====
Year ended December 31,
1995
Insurance Premiums
Life insurance........ $ 221,257 24,360 2,209 199,106 1.1%
Accident and health
insurance............ 298,058 313,036 14,978 -- N/A
----------- --------- ------- ---------- -----
Total insurance
premiums........... $ 519,315 337,396 17,187 199,106 8.6%
=========== ========= ======= ========== =====
As of December 31, 1994
Life insurance in
force................ $35,926,633 7,550,623 829,742 29,205,752 2.8%
=========== ========= ======= ========== =====
Year ended December 31,
1994
Insurance premiums
Life insurance........ $ 198,705 21,912 2,865 176,658 1.6%
Accident and health
insurance............ 303,435 321,696 18,261 -- N/A
----------- --------- ------- ---------- -----
Total insurance
premiums........... $ 502,140 343,608 21,126 176,658 12.0%
=========== ========= ======= ========== =====
</TABLE>
- --------
See accompanying independent auditors' report.
Note: The life insurance caption represents principally premiums for
traditional life and life-contingent immediate annuities and excludes
deposits on investment products and universal life insurance products.
S-5
<PAGE>
SCHEDULE V
NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(000'S OMITTED)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- ------------------- ------------- -------------
BALANCE AT CHARGED TO CHARGED
BEGINNING COSTS AND TO OTHER BALANCE AT
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS(1) END OF PERIOD
- ----------- ---------- ---------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
1996:
Valuation allowances--
mortgage loans on real
estate................. $49,128 $ 4,497 $-- $ 2,587 $51,038
Valuation allowances--
real estate............ 25,819 (10,600) -- -- 15,219
------- -------- ---- ------- -------
Total.................. $74,947 $ (6,103) $ 2,587 $66,257
======= ======== ==== ======= =======
1995:
Valuation allowances--
fixed maturity
securities............. $ -- $ 8,908 $-- $ 8,908 $ --
Valuation allowances--
mortgage loans on real
estate................. 46,381 7,433 -- 4,686 49,128
Valuation allowances--
real estate............ 27,330 (1,511) -- -- 25,819
------- -------- ---- ------- -------
Total.................. $73,711 $ 14,830 $-- $13,594 $74,947
======= ======== ==== ======= =======
1994:
Valuation allowances--
fixed maturity
securities............. $ 4,800 $ (4,800) $-- $ -- $ --
Valuation allowances--
mortgage loans on real
estate................. 42,150 20,445 -- 16,214 46,381
Valuation allowances--
real estate............ 31,357 (4,027) -- -- 27,330
------- -------- ---- ------- -------
Total.................. $78,307 $ 11,618 $-- $16,214 $73,711
======= ======== ==== ======= =======
</TABLE>
- --------
See accompanying independent auditors' report.
(1) Amounts represent direct write-downs charged against the valuation
allowance.
S-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
*1.1 --Form of U.S. Underwriting Agreement
*1.2 --Form of Subscription Agreement
3.1 --Form of Restated Certificate of Incorporation of Nationwide
Financial Services, Inc.
**3.2 --Form of Restated Bylaws of Nationwide Financial Services, Inc.
*4.1 --Form of Certificate for shares of Class A Common Stock
*5.1 --Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
*10.1 --Form of Intercompany Agreement among Nationwide Mutual Insurance
Company, Nationwide Corporation and Nationwide Financial Services,
Inc.
10.2 --Form of Tax Sharing Agreement among Nationwide Mutual Insurance
Company, Nationwide Corporation and any corporation that may
hereafter be a subsidiary of Nationwide Corporation
10.3 --Form of First Amendment to Cost Sharing Agreement among the parties
named therein
**10.4 --Modified Coinsurance Agreement between Nationwide Life Insurance
Company and Nationwide Mutual Insurance Company
**10.5 --Modified Coinsurance Agreement between Employers Life Insurance
Company of Wausau and Nationwide Life Insurance Company
**10.6 --Credit Facility, dated August 12, 1996, among Nationwide Life
Insurance Company, Nationwide Mutual Insurance Company, the banks
named therein and Morgan Guaranty Trust Company of New York, the
administrative agent
10.7 --Form of Lease Agreement between Nationwide Life Insurance Company
and Nationwide Mutual Insurance Company
10.8 --Form of Nationwide Financial Services, Inc. Long-Term Equity
Compensation Plan
10.9 --General Description of Nationwide Insurance Enterprise Executive
Incentive Plan
10.10 --General Description of Nationwide Insurance Enterprise Management
Incentive Plan
**10.11 --Nationwide Insurance Enterprise Excess Benefit Plan effective as of
December 31, 1996
**10.12 --Nationwide Insurance Enterprise Supplemental Retirement Plan
effective as of December 31, 1996
**10.13 --Nationwide Salaried Employees Severance Pay Plan
**10.14 --Nationwide Insurance Enterprise Supplemental Defined Contribution
Plan effective as of January 1, 1996
10.15 --General Description of Nationwide Insurance Enterprise Individual
Deferred Compensation Program
10.16 --General Description of Nationwide Mutual Insurance Company
Directors Deferred Compensation Program
10.17 --Deferred Compensation Agreement, dated as of September 3, 1979,
between Nationwide Mutual Insurance Company and D. Richard McFerson.
10.18 --Nationwide Financial Services, Inc. Stock Retainer for Non-Employee
Directors
**21.1 --List of Subsidiaries
23.1 --Consent of KPMG Peat Marwick LLP
*23.2 --Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
Exhibit 5.1)
**24.1 --Power of Attorney (for Messrs. McFerson, Gasper, Oakley, Shisler,
Holloway, Patterson, Miller and Fuellgraf)
24.2 --Power of Attorney for Lydia Micheaux Marshall
24.3 --Power of Attorney for Donald L. McWhorter
27.1 --Financial Data Schedule
</TABLE>
- --------
*To be filed by amendment.
** Previously filed.
<PAGE>
Exhibit 3.1
FORM OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NATIONWIDE FINANCIAL SERVICES, INC.
Pursuant to Sections 242 and 245
of the General Corporation Law of the State of Delaware
Nationwide Financial Services, Inc., a corporation existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:
1. The name of the Corporation is Nationwide Financial Services, Inc.
The original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on November 19, 1996.
2. This Restated Certificate of Incorporation restates and integrates
and also further amends the Certificate of Incorporation of the Corporation.
This Restated Certificate of Incorporation was proposed by the Board of
Directors and duly adopted by the sole stockholder of the Corporation in the
manner, and by the vote prescribed by, Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware. The text of the Certificate of
Incorporation, as so amended and restated is as follows:
FIRST: The name of the Corporation is Nationwide Financial Services,
-----
Inc.
SECOND: The address of the registered office of the Corporation in
------
the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
-----
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended (the "DGCL").
FOURTH: A. Authorized Shares. The total number of shares of stock
------ -----------------
that the Corporation shall have the authority to issue is 1,550,000,000 shares
consisting of 750,000,000 shares of Class A Common Stock with par value $.01 per
share (the "Class A Common Stock"), 750,000,000 shares of Class B Common Stock
with par value $.01 per share (the "Class B Common Stock" and, together with the
Class A Common Stock, the "Common Stock"), and 50,000,000 shares of Preferred
Stock with par value $.01 per share (the "Preferred Stock"). The number of
authorized shares of Class A Common Stock or Class B Common Stock may be
increased or decreased (but not below the number of shares of Class A Common
Stock or Class B Common Stock then outstanding) by the affirmative vote of a
majority of the aggregate voting power of the outstanding shares of Class A
Common Stock and Class B Common Stock, voting together without regard to class.
<PAGE>
Effective upon the filing of this Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, each share
of common stock, no par value per share, of the Corporation outstanding as of
the close of business on the day prior to the date of such filing shall be
reclassified on a basis of 104,745 shares of Class B Common Stock for each share
of such common stock outstanding and, accordingly, each share of such common
stock outstanding as of the close of business on the day prior to the date of
such filing shall, without further action by the Corporation or any stockholder,
be deemed to represent 104,745 shares of Class B Common Stock.
B. Ranking. The powers, preferences and rights of the Class A Common
-------
Stock and Class B Common Stock, and the qualifications, limitations and
restrictions thereof, shall be in all respects identical, except as otherwise
required by law or expressly provided in this Restated Certificate of
Incorporation.
C. Voting. Except as otherwise required by law or in this Restated
------
Certificate of Incorporation, with respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to give
consent, the holders of any outstanding shares of the Class A Common Stock and
the holders of any outstanding shares of Class B Common Stock shall vote
together without regard to class, and every holder of the Class A Common Stock
shall be entitled to cast thereon one vote in person or by proxy for each share
of the Class A Common Stock standing in such holder's name, and every holder of
the Class B Common Stock shall be entitled to cast thereon ten votes in person
or by proxy for each share of Class B Common Stock standing in such holder's
name.
D. Amendments Affecting Stock. So long as any shares of Class A
--------------------------
Common Stock are outstanding, the Corporation shall not, without the affirmative
vote of at least a majority (or such higher percentage, if any, as may then be
required by applicable law) of the outstanding shares of Class A Common Stock
voting as a single class, (i) amend, alter or repeal any provision of Sections B
through K of this Article FOURTH so as to affect adversely the relative rights,
preferences, qualifications, limitations or restrictions of the Class A Common
Stock as compared to those of the Class B Common Stock or (ii) take any other
action upon which class voting is required by law.
E. Dividends; Changes in Stock. No dividend or distribution may be
---------------------------
declared or paid on any share of Class A Common Stock unless a dividend or
distribution, payable in the same consideration and manner, is simultaneously
declared or paid, as the case may be, on each share of Class B Common Stock, nor
shall any dividend or distribution be declared or paid on any share of Class B
Common Stock unless a dividend or distribution, payable in the same
consideration and manner, is simultaneously declared or paid, as the case may
be, on each share of Class A Common Stock, in each case without preference or
priority of any kind; provided, however, that if dividends are declared that are
-------- -------
payable in shares of Class A Common Stock or Class B Common Stock or in rights,
options, warrants or other securities convertible into or exchangeable for
shares of Class A Common Stock or Class B Common Stock, dividends shall be
declared that are payable at the same rate on both classes of Common Stock and
the dividends payable in shares of Class A Common Stock or in rights, options,
warrants or other securities convertible into or exchangeable for shares of
Class A Common Stock shall be payable to holders of Class A Common Stock and the
dividends payable in shares of Class B Common Stock or in rights, options,
warrants or other securities convertible into or exchangeable for shares of
Class B Common Stock shall be payable to holders
-2-
<PAGE>
of Class B Common Stock. If the Corporation in any manner subdivides or
combines the outstanding shares of Class B Common Stock, the outstanding shares
of the Class A Common Stock shall be proportionately subdivided or combined, as
the case may be. Similarly, if the Corporation in any manner subdivides or
combines the outstanding shares of Class A Common Stock, the outstanding shares
of the Class B Common Stock shall be proportionately subdivided or combined, as
the case may be.
F. Optional Conversion. (i) Each share of Class B Common Stock shall
-------------------
be convertible at any time, at the option of the holder thereof into one share
of Class A Common Stock, subject to adjustment as provided in paragraph (iv) of
this Section F and subject to the conditions and limitations described below and
in the manner described below.
(ii) In order to convert shares of Class B Common Stock into Class A
Common Stock pursuant to this Section F, the holder thereof shall surrender to
the Corporation the certificate or certificates therefor, duly endorsed or
assigned to the Corporation or in blank, and give written notice to the
Corporation that the holder elects to convert such shares. Such notice shall be
dated and received by the Corporation at least one business day prior to the
date fixed for conversion and shall state (a) the number of shares of Class B
Common Stock to be converted, (b) the date fixed for conversion, (c) the
denominations in which the shares of Class A Common Stock issuable upon such
conversion are to be issued, (d) the name in which the shares of Class A Common
Stock are to be registered, if different from the registered holder of the Class
B Common Stock being converted, and (e) the name and address of the registered
holder requesting such conversion.
(iii) Shares of Class B Common Stock shall be deemed to have been
converted immediately prior to the close of business on the day of the surrender
of such shares for conversion in accordance with the foregoing provisions, and
the person or persons entitled to receive Class A Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such Class A Common Stock at such time. As promptly as practicable
on or after the conversion date, the Corporation shall issue and shall deliver a
certificate or certificates for the number of shares of Class A Common Stock
issuable upon such conversion to the person or persons entitled to receive the
same.
(iv) If there occurs any capital reorganization or any
reclassification of the capital stock of the Corporation (other than a
subdivision or combination described in Section E or pursuant to a merger or
consolidation referred to in Section I), each share of Class B Common Stock
shall thereafter be convertible into, in lieu of one share of Class A Common
Stock, the same kind and amounts of securities or other assets, or both, that
were issuable or distributable to the holders of shares of outstanding Class A
Common Stock upon such reorganization or reclassification in respect to that
number of shares of Class A Common Stock into which such share of Class B Common
Stock would have been converted had such share of Class B Common Stock been
converted into Class A Common Stock immediately prior to such reorganization or
reclassification.
(v) Upon any event described in paragraph (iv) above, the Corporation
shall promptly mail to each holder of Class B Common Stock a notice that shall
describe such event and the change in the number of shares or other assets or
securities issuable upon the conversion of Class
-3-
<PAGE>
B Common Stock, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.
(vi) The Corporation shall pay any and all taxes that may be payable
in respect of the issue or delivery of shares of Class A Common Stock on
conversion of the Class B Common Stock pursuant hereto. The Corporation shall
not, however, be required to pay any tax that may be payable in respect of any
transfer involved in the issue and delivery of shares of Class A Common Stock in
a name other than that in which the shares of Class B Common Stock so converted
were registered, and no such issue or delivery shall be made unless and until
the person requesting such issue has paid to the Corporation the amount of any
such tax, or has established to the satisfaction of the Corporation that such
tax has been paid.
G. Automatic Conversion. (i) At any time after the initial issuance
--------------------
of shares of Class A Common Stock, if the number of shares of Class B Common
Stock that are issued and outstanding falls below 5% of the total number of
shares of Common Stock that are issued and outstanding, then, immediately upon
the occurrence of such event, each outstanding share of Class B Common Stock
shall be converted into a share of Class A Common Stock and each right, option,
warrant or other security convertible into or exchangeable for shares of Class B
Common Stock shall be automatically converted into a right, option, warrant or
other security convertible into or exchangeable for shares of Class A Common
Stock, in each case, without any further action on the part of the Corporation
or any other person, and the certificates representing such shares of Class B
Common Stock or the rights, options, warrants or other securities convertible
into or exchangeable for shares of Class B Common Stock shall be deemed to
represent shares of Class A Common Stock or rights, options, warrants or
securities convertible into or exchangeable for shares of Class A Common Stock,
as the case may be.
(ii) Upon any issuance by the Corporation, or any sale or other
transfer (whether or not for value) by a stockholder of the Corporation, of
shares of Class B Common Stock, of rights, options or warrants to purchase Class
B Common Stock or of securities convertible into or exchangeable for shares of
Class B Common Stock to any person or persons other than a member of the
Nationwide Insurance Enterprise (as defined in Article SEVENTH hereof),
including, without limitation, pursuant to any private placement or public sale
of such shares (including a public offering registered under the Securities Act
of 1933, as amended, and a sale pursuant to Rule 144 under the Securities Act of
1933, as amended, or any similar rule then in force), such shares shall
automatically convert into an equal number of shares of Class A Common Stock
(with the same rights and restrictions as shares of Class A Common Stock
generally), and such rights, options, warrants or convertible or exchangeable
securities shall automatically convert into rights, options or warrants to
purchase Class A Common Stock or securities convertible into or exchangeable for
shares of Class A Common Stock (otherwise with terms identical to the rights,
options, warrants or convertible or exchangeable securities that so
automatically convert), in each case, without any further action on the part of
the Corporation or any other person, and the certificates representing such
shares, rights, options, warrants or convertible or exchangeable securities
shall be deemed to represent shares of Class A Common Stock, rights, options or
warrants to purchase shares of Class A Common Stock or securities convertible
into or exchangeable for shares of Class A Common Stock, as the case may be.
For purposes of this Section G: (a) a "person" shall mean a corporation, a
trust, a limited liability company, an association, a partnership, a joint
venture, an organization, a
-4-
<PAGE>
business, an individual, a government or a subdivision thereof or a governmental
agency and; (b) the term "transfer" shall not include a bona fide pledge of
shares of Class B Common Stock; provided, however, that any execution, levy,
-------- -------
exercise of rights or other enforcement by the pledgee pursuant to such pledge
shall be considered a transfer.
H. Liquidation. Shares of Class B Common Stock shall rank pari passu
----------- ---- -----
with the Class A Common Stock as to distribution of assets in the event of any
liquidation, dissolution or winding up of the affairs of the Corporation.
I. Merger or Consolidation. In the event of a merger or
-----------------------
consolidation of the Corporation with or into another entity (whether or not the
Corporation is the surviving entity), the holders of each share of Class A
Common Stock and Class B Common Stock shall be entitled to receive the same per
share consideration as the per share consideration, if any, received by the
holders of each share of such other class of stock.
J. Status of Converted Stock. Any shares of Class B Common Stock
-------------------------
that shall have been converted into Class A Common Stock at any time pursuant to
the provisions of Section F or Section G of this Article FOURTH shall, after
such conversion, be cancelled and shall not be reissued.
K. Reservation. The Corporation shall at all times reserve and keep
-----------
available, free from pre-emptive rights, out of its authorized but unissued
shares of Class A Common Stock solely for the purpose of issuance upon the
conversion of the Class B Common Stock, such number of shares of Class A Common
Stock issuable upon the conversion of all outstanding Class B Common Stock. All
shares of Class A Common Stock that are so issuable shall, when issued, be duly
and validly issued, fully paid and nonassessable. The Corporation shall take
all such actions as it deems necessary or appropriate to assure that all such
shares of Class A Common Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any securities
exchange upon which shares of Class A Common Stock may be listed.
L. Preferred Stock. The Corporation may issue Preferred Stock from
---------------
time to time in one or more series or classes as the Board of Directors may
establish by the adoption of a resolution or resolutions relating thereto, each
series or class to have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for
the issue of such series adopted by the Board of Directors pursuant to its
authority to do so, which authority is hereby granted to the Board of Directors.
FIFTH: A. Board of Directors. The business and affairs of the
----- ------------------
Corporation shall be managed by or under the direction of a Board of Directors,
the number of directors to be determined from time to time by resolution adopted
by affirmative vote of a majority of the entire Board of Directors that the
Corporation would have if there were no vacancies. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The initial
division of the Board of Directors into classes shall be made by the decision
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<PAGE>
of the affirmative vote of a majority of the entire Board of Directors. Class I
directors shall be elected initially for a one-year term, Class II directors
initially for a two-year term and Class III directors initially for a three-year
term. At each succeeding annual meeting of stockholders beginning in 1998,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case shall a decrease in the number of
directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. Any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the Board of
Directors then in office, provided that a quorum is present, and any other
vacancy occurring in the Board of Directors may be filled by a majority of the
Board of Directors then in office, even if less than a quorum, or a sole
remaining director. Any director elected to fill a vacancy not resulting from
an increase in the number of directors shall have the same remaining term as
that of his or her predecessor. Notwithstanding the foregoing, whenever the
holders of any one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, filling of vacancies and other features of such directorships shall be
governed by the terms of this Restated Certificate of Incorporation applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to this Article FIFTH unless expressly provided by such terms.
B. Removal of Directors Solely for Cause. No director may be removed
-------------------------------------
from office except for cause and only by the affirmative vote of the holders of
a majority of the combined voting power of all outstanding shares of stock then
entitled to vote generally in the election of directors, voting as a single
class. Notwithstanding the foregoing, directors who shall have been elected by
the holders of a series or class of Preferred Stock, voting separately as a
class, shall be removed only pursuant to the provisions establishing the rights
of such series or class to elect such directors.
SIXTH: The books and records of the Corporation may be kept (subject
-----
to any mandatory requirement of law) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or by
the Bylaws of the Corporation.
SEVENTH: A. Purpose. In anticipation that the Corporation will
------- -------
cease to be a wholly owned subsidiary of Nationwide Corporation, but that
Nationwide Corporation will remain a stockholder of the Corporation, and in
light of the fact that the Corporation and one or more members of the Nationwide
Insurance Enterprise may engage in the same or similar activities or lines of
business and have an interest in the same areas of corporate opportunities, and
in recognition of (i) the benefits to be derived by the Corporation through its
continued contractual, corporate and business relations with members of the
Nationwide Insurance Enterprise (including service of officers and directors of
members of the Nationwide Insurance Enterprise as officers and directors of the
Corporation) and (ii) the difficulties attendant to any director, who desires
and endeavors fully to satisfy such director's fiduciary duties, in determining
the full scope of such duties in any
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<PAGE>
particular situation, the provisions of this Article SEVENTH are set forth to
regulate, define and guide the conduct of certain affairs of the Corporation as
they may involve members of the Nationwide Insurance Enterprise and their
officers and directors, and the powers, rights, duties and liabilities of the
Corporation and its officers, directors and stockholders in connection
therewith.
B. Conduct of Similar Business Activities; Corporate Opportunities.
---------------------------------------------------------------
Except as Nationwide Mutual (as hereinafter defined) (or its successor or
assign) may otherwise agree in writing:
(i) no member of the Nationwide Insurance Enterprise shall have a
duty to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as the Corporation; and
(ii) no member of the Nationwide Insurance Enterprise, nor any
director, officer, employee or agent of any member of the Nationwide Insurance
Enterprise (except as provided below), shall be liable to the Corporation or its
stockholders for breach of any fiduciary duty by reason of any such activities
of such member's or of such person's participation therein.
In the event that any member of the Nationwide Insurance Enterprise acquires
knowledge of a potential transaction or matter that may be a corporate
opportunity both for a member of the Nationwide Insurance Enterprise and the
Corporation, no member of the Nationwide Insurance Enterprise shall have any
duty to communicate or offer such corporate opportunity to the Corporation, nor
shall any such member be liable to the Corporation or its stockholders for
breach of any fiduciary duty as a stockholder of the Corporation or controlling
person of a stockholder by reason of the fact that any member of the Nationwide
Insurance Enterprise pursues or acquires such corporate opportunity for itself,
directs such corporate opportunity to another person or entity, or does not
communicate information regarding, or offer, such corporate opportunity to the
Corporation.
C. Liability of Directors, Officers and Employees With Respect to
--------------------------------------------------------------
Corporate Opportunities. In the event that a director, officer, employee or
- -----------------------
agent of the Corporation who is also a director, officer, employee or agent of
any member of the Nationwide Insurance Enterprise acquires knowledge of a
potential transaction or matter that may be a corporate opportunity for the
Corporation or any member of the Nationwide Insurance Enterprise (whether such
potential transaction or matter is proposed by a third party or is conceived of
by such director, officer, employee or agent of the Corporation), such director,
officer, employee or agent shall be entitled to offer such corporate opportunity
to the Corporation or such member of the Nationwide Insurance Enterprise as such
director, officer or employee deems appropriate under the circumstances in his
sole discretion, and no such director, officer, employee or agent shall be
liable to the Corporation or its stockholders for breach of any fiduciary duty
or duty of loyalty or failure to act in (or not opposed to) the best interests
of the Corporation or the derivation of any improper personal benefit by reason
of the fact that (i) such director, officer, employee or agent offered such
corporate opportunity to such member of the National Insurance Enterprise
(rather than to the Corporation) or did not communicate information regarding
such corporate opportunity to the Corporation or (ii) such member of the
Nationwide Insurance Enterprise pursues or acquires such corporate
-7-
<PAGE>
opportunity for itself or directs such corporate opportunity to another person
or does not communicate information regarding such corporate opportunity to the
Corporation.
D. Notice. Any person purchasing or otherwise acquiring any interest
------
in any shares of capital stock of the Corporation shall be deemed to have notice
of and to have consented to the provisions of this Article SEVENTH.
E. Certain Definitions. For purposes of this Article SEVENTH and
-------------------
Article EIGHTH hereof only, the term "Corporation" shall mean the Corporation
and all corporations, partnerships, joint ventures, associations and other
entities in which the Corporation beneficially owns (directly or indirectly) 50%
or more of the outstanding voting stock, voting power or similar voting
interests, (ii) the term "Nationwide Mutual" shall mean Nationwide Mutual
Insurance Company, an Ohio mutual insurance company, and (iii) the term
"Nationwide Insurance Enterprise" shall mean, collectively, Nationwide Mutual
and its subsidiaries and affiliates (other than the Corporation).
F. Termination of Corporate Opportunities Provisions.
-------------------------------------------------
Notwithstanding anything in this Restated Certificate of Incorporation to the
contrary, the foregoing provisions of this Article SEVENTH shall terminate on
the date (the "Expiration Date") that the members of the Nationwide Insurance
Enterprise cease to beneficially own (directly or indirectly) in the aggregate
Common Stock representing at least 50% of the voting power of the outstanding
shares of Common Stock. Neither the alteration, amendment, termination or repeal
of this Article SEVENTH nor the adoption of any provision inconsistent with this
Article SEVENTH shall eliminate or reduce the effect of this Article SEVENTH in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article SEVENTH, would accrue or arise, prior to such alteration,
amendment, termination, repeal or adoption.
G. General. The provisions of this Article SEVENTH are in addition
-------
to the provisions of Article EIGHTH and Article ELEVENTH hereof.
EIGHTH: A. Participation of Interested Officers and Directors. No
------ --------------------------------------------------
contract, agreement, arrangement or transaction (or any amendment, modification
or termination thereof) between the Corporation and any member of the Nationwide
Insurance Enterprise or any Related Entity (as defined below) or between the
Corporation and one or more of the directors or officers of the Corporation, any
member of the Nationwide Insurance Enterprise or any Related Entity, shall be
void or voidable solely for the reason that any member of the Nationwide
Insurance Enterprise or any Related Entity or any one or more of the officers or
directors of the Corporation, any member of the Nationwide Insurance Enterprise
or any Related Entity are parties thereto, or solely because any such directors
or officers are present at or participate in the meeting of the Board of
Directors of the Corporation or committee thereof which authorizes the contract,
agreement, arrangement, transaction, amendment, modification or termination or
solely because his, her or their votes are counted for such purpose, but any
such contract, agreement, arrangement or transaction (or any amendment,
modification or termination thereof) shall be governed by the provisions of this
Restated Certificate of Incorporation, the Bylaws of the Corporation, the DGCL
and other applicable law. For purposes of this Article EIGHTH, the term
"Related Entities" means one or more directors of the Corporation, or one or
more corporations, partnerships, associations or other organizations in which
one or more of the directors of the Corporation have a direct or indirect
financial interest.
-8-
<PAGE>
B. Quorum. Directors of the Corporation who are also directors or
------
officers of any member of the Nationwide Insurance Enterprise or any Related
Entity may be counted in determining the presence of a quorum at a meeting of
the Board of Directors of the Corporation or of a committee thereof that
authorizes or approves any contract, agreement, arrangement or transaction
described in this Article EIGHTH (or amendment, modification or termination
thereof). Outstanding shares of Common Stock owned by any member of the
Nationwide Insurance Enterprise and any Related Entities may be counted in
determining the presence of a quorum at a meeting of stockholders that
authorizes or approves any contract, agreement, arrangement or transaction
described in this Article EIGHTH (or amendment, modification or termination
thereof).
C. No Liability for Breach of Fiduciary Duties. Neither any member
-------------------------------------------
of the Nationwide Insurance Enterprise nor any officer or director thereof nor
any Related Entity shall be liable to the Corporation or its stockholders for
breach of any fiduciary duty or duty of loyalty or failure to act in (or not
opposed to) the best interests of the Corporation or the derivation of any
improper personal benefit by reason of the fact that any member of the
Nationwide Insurance Enterprise or an officer or director thereof or such
Related Entity in good faith takes any action or exercises any rights or gives
or withholds any consent in connection with any agreement or contract between
any member of the Nationwide Insurance Enterprise or such Related Entity and the
Corporation. No vote cast or other action taken by any person who is an
officer, director or other representative of any member of the Nationwide
Insurance Enterprise or such Related Entity, which vote is cast or action is
taken by such person in his or her capacity as a director of the Corporation,
shall constitute an action of or the exercise of a right by or a consent of such
member of the Nationwide Insurance Enterprise or such Related Entity for the
purpose of any such agreement or contract.
D. Notice. Any person or entity purchasing or otherwise acquiring
------
any interest in any shares of capital stock of the Corporation shall be deemed
to have notice of and to have consented to the provisions of this Article
EIGHTH.
E. Transactions with the Corporation. For purposes of this Article
---------------------------------
EIGHTH, any contract, agreement, arrangement or transaction with any
corporation, partnership, joint venture, association or other entity in which
the Corporation beneficially owns (directly or indirectly) 50% or more of the
outstanding voting stock, voting power or similar voting interests, or with any
officer or director thereof, shall be deemed to be a contract, agreement,
arrangement or transaction with the Corporation.
F. Termination of Participation of Interested Officers and Directors
-----------------------------------------------------------------
Provisions. Notwithstanding anything in this Restated Certificate of
- ----------
Incorporation to the contrary, the foregoing provisions of this Article EIGHTH
shall terminate on the Expiration Date. Neither the alteration, amendment,
termination or repeal of this Article EIGHTH nor to adoption of any provision
inconsistent with this Article EIGHTH shall eliminate or reduce the effect of
this Article EIGHTH in respect of any matter occurring or any cause of action,
suit or claim that, but for this Article EIGHTH, would accrue or arise, prior to
such alteration, amendment, termination, repeal or adoption.
-9-
<PAGE>
G. General. The provisions of this Article EIGHTH are in addition to
-------
the provisions of Article SEVENTH and Article TWELFTH hereof.
NINTH: Following the consummation of an initial public offering of
-----
Common Stock or any transaction or event as a result of which any Common Stock
is listed on a national securities exchange or registered under Section 12 of
the Securities Exchange Act of 1934, as amended, any action required or
permitted to be taken by the stockholders of the Corporation must be affected at
a duly called annual or special meeting of stockholders of the Corporation, and
the ability of the stockholders to consent in writing to the taking of any
action is hereby specifically denied. Except as otherwise required by law,
special meetings of stockholders of the Corporation may be called only by (i)
the Chairman of the Board, the Chairman and Chief Executive Officer --
Nationwide Insurance Enterprise (or any successor title) or the President and
Chief Operating Officer of the Corporation and (ii) shall be called by the
Secretary of the Corporation at the request in writing of a majority of the
members of the Board of Directors.
TENTH: In furtherance and not in limitation of the powers conferred
-----
upon it by the laws of the State of Delaware, the Board of Directors shall have
the power to adopt, alter, amend, terminate or repeal the Corporation's Bylaws.
The affirmative vote of at least 66-2/3% of the entire Board of Directors shall
be required to adopt, alter, amend, terminate or repeal the Corporation's
Bylaws.
ELEVENTH: The provisions of Articles FIFTH, NINTH, TENTH and ELEVENTH
--------
hereof and Article II, Section 11 of the Corporation's Bylaws may only be
altered, amended, terminated or repealed, or a provision adopted inconsistent
with the purpose and intent of the provisions of such Articles, by the
affirmative vote of the holders of at least 66-2/3% of the voting power of the
shares entitled to vote at an election of directors.
TWELFTH: No director or officer of the Corporation shall be liable to the
-------
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director or officer, except for liability (i) for any breach of the
director's or officer's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit.
THIRTEENTH: Except as provided in Articles FOURTH and ELEVENTH of this
----------
Restated Certificate of Incorporation, the Corporation reserves the right to
amend and repeal any provision contained in this Restated Certificate of
Incorporation in the manner prescribed by the laws of the State of Delaware, and
all rights of stockholders shall be subject to this reservation.
THE UNDERSIGNED, being the Secretary of the Corporation, does hereby
certify that the Corporation has restated its Certificate of Incorporation as
set forth above, does hereby certify that such restatement has been duly adopted
in accordance with the applicable provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware, and does hereby make and file
this Restated Certificate of Incorporation.
Dated: February 6, 1997
_________________________________
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<PAGE>
Exhibit 10.2
FORM OF
-------
TAX SHARING AGREEMENT
---------------------
TAX SHARING AGREEMENT (the "Agreement") dated as of _____________________,
19____, between Nationwide Mutual Insurance Company, an Ohio mutual company
("Nationwide") and any corporation that may hereafter be a subsidiary of
Nationwide and become a party hereto as contemplated by Section 8 hereof
(collectively, the "Subsidiaries").
Nationwide and the Subsidiaries are members of an affiliated group of
corporations as defined in Section 1504 of the Internal Revenue Code of 1986, as
amended (the "Code"), of which Nationwide is the common parent. Such affiliated
group of corporations is referred to herein as the "Group." The Group files
consolidated federal income tax returns pursuant to Sections 1501 et seq. of the
-- ----
Code. In addition, members of the Group may be eligible to file consolidated or
combined state or local income or franchise tax returns. Nationwide and the
Subsidiaries desire to allocate among themselves the benefits and burdens which
arise from filing of such consolidated or combined tax returns and, accordingly,
hereby agree as follows:
Section 1. Definitions. As used herein, the following terms shall have
-----------
the following meanings (all terms defined in this Section 1 or in other
provisions of this Agreement in the singular to have the same meanings when used
in the plural and vice versa):
----------
"Includible Corporation" shall mean, with respect to any entity, any
----------------------
corporation that is a subsidiary of such entity and that now or in the future
qualifies under Section 1501 et seq. of the Code as an includible corporation of
------
an affiliated group of corporations of which such entity is the parent.
"Obligor" shall mean, individually, Nationwide and each of the Subsidiaries
-------
that is or becomes a party hereto.
"Tax Year" shall mean each year or other period during which the
--------
Subsidiaries are included in a consolidated federal income tax return with
Nationwide.
In addition, for purposes of this Agreement, the "federal income tax
------------------
liability" or "federal income tax refund" for any Tax Year shall be the amount
- --------- -------------------------
of such liability or refund calculated under Section 1552(a)(2) and Regulation
1.1502-33(d)(3) (the Percentage Method, using 100%), but without regard to the
provisions of Section 55 of the Code.
1
<PAGE>
Section 2. Representations and Warranties. Each Obligor hereby
------------------------------
represents and warrants to each other Obligor that:
(a) Such Obligor is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its incorporation.
(b) None of the execution and delivery of this Agreement, the consummation
of the transaction herein contemplated or compliance with the terms and
provisions hereof will conflict with or result in a breach of, or require any
consent under, the charter Bylaws, Code of Regulations or Articles of
Incorporation of such Obligor, or, to the best knowledge of such Obligor, any
applicable law or regulation, or any order, writ, injunction or decree of any
court or governmental authority or agency, or any agreement or instrument to
which such Obligor is a party or by which such Obligor is bound or to which such
Obligor is subject, or constitute a default under any such agreement or
instrument, or result in the creation or imposition of any lien on any of the
revenues or assets of such Obligor pursuant to the terms of any such agreement
or instrument.
(c) Such Obligor has all necessary corporate power and authority to
execute, deliver and perform its obligations under this Agreement; the
execution, delivery and performance by such Obligor of this Agreement have been
duly authorized by all necessary corporate action on its part; and this
Agreement has been duly and validly executed and delivered by such Obligor and
constitutes its legal, valid and binding obligation, enforceable against such
Obligor in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization , moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights and
(b) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(d) No authorizations, approvals or consents of, and no filing or
registrations with, any governmental or regulatory authority or agency are
necessary for the execution, delivery or performance by such Obligor of this
Agreement or for the validity or enforceability hereof, or such authorizations,
approvals, consents, filings or registrations have been obtained or made.
Section 3. Consolidated Tax Returns. Nationwide will file a consolidated
------------------------
federal income tax return for all taxable periods. Nationwide and the
Subsidiaries agree to file such consents, elections and other documents and to
take such other action as may be necessary or appropriate to carry out the
purposes of this Section 3. Nationwide will timely pay the Group's federal
income tax liability for each Tax Year.
2
<PAGE>
Section 4. Payment of Tax Liability. For each Tax Year, each Subsidiary
------------------------
will pay to Nationwide an amount equal to the federal income tax liability
attributable to such Subsidiary for such Tax Year within thirty (30) days of
notification.
Section 5. Estimated Taxes. If in any Tax Year Nationwide believes in
---------------
good faith that any Subsidiary will be obligated to make payment to Nationwide
pursuant to Section 4 hereof in respect of such Tax Year, such Subsidiary shall
pay to Nationwide such amounts as would be necessary to make estimated payments
in respect of its federal income tax liability, if any, that the Subsidiary will
be obligated to pay under Section 4 hereof. Nationwide shall calculate the
amount of the payments to be made by the Subsidiary pursuant to this Section 5
in a manner consistent with the conventions used by Nationwide to compute its
estimated tax, and shall provide the Subsidiary with at least 10 days' notice of
the amount due. Estimated payments will be made by the Subsidiary to Nationwide
prior to the due date of the corresponding estimated payments by Nationwide,
even if no such payment by Nationwide is required at that time.
If, following the filing of the Group's federal income tax return for any
Tax Year, it shall be determined that the actual payments required to be made by
each Subsidiary pursuant to Section 4 hereof in respect of such Tax Year shall
not be equal to the estimated payments made pursuant to this Section 5, then
each Subsidiary and Nationwide shall make such adjustments of payments between
themselves in such amounts as shall be necessary so that the payments actually
made by such Subsidiary to Nationwide in respect of such Tax Year shall be equal
to the amounts that should have been paid in respect of such Tax Year pursuant
to Section 4.
Section 6. Refunds. If, on the basis of the computation made by
-------
Nationwide in accordance with Section 4 hereof, any Subsidiary would have been
entitled to a refund of federal income taxes had such Subsidiary filed a
separate return taking into account all facts in existence at the time of such
determination, and excluding any tax attributes of the Subsidiary which have
been utilized by the Group and for which the Subsidiary has been compensated,
Nationwide shall pay such Subsidiary the amount of that refund at the time that,
if a refund is applied for, the Internal Revenue Service makes the refund and,
if a refund has not been applied for, at the time the Internal Revenue Service
would have made the refund had it been timely applied for.
Section 7. Redeterminations. In the event of any adjustment to the tax
----------------
return of the Group as filed (by reason of an amended return, claim for refund
or an audit by the Internal Revenue Service), the liability of Nationwide and
the Subsidiaries shall be redetermined to give effect to any such adjustment as
if it had been made as part of the original computation of tax liability.
Payments shall be made promptly before any corresponding payments to the
Internal Revenue Service or promptly after the receipt of any refund from the
Internal Revenue Service. Any payments shall include interest and penalties
equal to the amounts actually paid to, or received from, the Internal Revenue
Service with respect to the redetermination of tax liabilities. Nationwide shall
calculate the amounts of any such payments and shall give the Subsidiaries at
least 10 days' notice of any amounts payable by the Subsidiaries.
3
<PAGE>
Section 8. Future Subsidiaries. Nationwide and the Subsidiaries agree to
-------------------
cause any corporation that in the future will qualify as an Includible
Corporation of Nationwide, to become a party hereto as an additional
"Subsidiary" hereunder.
Section 9. Administrative Matters.
----------------------
9.01 Information. The Subsidiaries shall provide Nationwide with such
-----------
information as Nationwide may need in connection with the preparation of federal
income tax returns for the Group. Nationwide shall prepare, or have prepared at
its expense, the federal consolidated income tax returns of the Group, and
Nationwide and the Subsidiaries shall cooperate with each other in the
preparation of such federal income returns.
9.02 Audits. Nationwide shall act as agent for the Subsidiaries in the
------
event of any audit of Nationwide's federal consolidated income tax returns and
in any administrative or judicial proceedings with respect to those returns.
Nationwide and the Subsidiaries shall cooperate with each other in such audits,
administrative or judicial proceedings.
9.03 Consent to Settlements. Nationwide shall inform each Subsidiary of
----------------------
any audits, administrative or judicial proceedings that may affect the tax
liability of the Subsidiaries. Nationwide shall not settle any such issues
without the Subsidiaries' consent, which consent may not be unreasonably
withheld.
Section 10. State and Local Taxes. If Nationwide and any Subsidiaries of
---------------------
Nationwide, are eligible, but not required, to file consolidated or combined
state or local income or franchise tax returns for any Tax Year, Nationwide
shall determine, in its sole discretion, whether to file any such return for
such Tax Year. In the event that Nationwide shall elect for any Tax Year so to
file consolidated or combined state or local income or franchise tax returns (or
in the event that Nationwide shall be required to file such returns), each
Subsidiary shall pay to Nationwide an amount equal to the amount of state or
local income or franchise tax for such Tax Year that such Subsidiary would pay
as a separate corporation. Nationwide shall pay to each Subsidiary the amount
of any refunds such Subsidiary would have received from any state or local
authority had it filed separate returns for such Tax Year. Principles analogous
to those applicable to computations, payments, refunds, elections and
adjustments for federal income taxes provided for in this Agreement shall apply
to such state and local income and franchise taxes.
Section 11. State Insurance Regulation. In the event any state
--------------------------
shall require a different procedure with respect to the payment of the
federal or state tax liability of a member of the Group for the purposes of
regulating insurance companies, such other method shall be utilized with respect
to the members of the Group affected thereby.
4
<PAGE>
Section 12. Ratification. Notwithstanding any prior agreement of the
------------
parties, or any prior decision of Nationwide or the Subsidiaries, the actions of
the officers and employees of the parties which have been taken prior to the
date of this agreement concerning the allocation and payment of federal, state
and local tax liability are hereby ratified and affirmed, and the parties agree
to be bound by such actions.
Section 13. Miscellaneous.
-------------
13.01 Notices. All notices hereunder shall be in writing and telecopied
-------
or delivered to the intended recipient at its "Address for Notices" specified
beneath its name on the signature pages hereof or, as to any party, at such
other address as shall be designated by such party in a notice to each other
party, provided that notices to any Subsidiary shall be given to such Subsidiary
at the "Address for Notices". Except as otherwise provided in this Agreement,
all such communications shall be deemed to have been duly given when transmitted
by telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
13.02 Governing Law. This Agreement shall be governed by, and construed
-------------
in accordance with, the law of the State of Ohio.
13.03 Waivers, Etc. The terms of this Agreement may be waived, altered or
-------------
amended only by an instrument in writing duly executed by Nationwide and the
Subsidiaries. Any such amendment or waiver shall be binding upon Nationwide and
the Subsidiaries.
13.04 Successors and Assigns. This Agreement shall be binding upon and
----------------------
inure to the benefit of the respective successors and assigns of Nationwide and
the Subsidiaries.
13.05 Counterparts; Integration. This Agreement may be executed in any
-------------------------
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart. This Agreement constitutes the entire agreement
and understanding among the parties hereto and supersedes any and all prior
agreements and understanding, oral or written, relating to the subject matter
hereof.
13.06 Number. Unless otherwise provided, all references in the Agreement
------
that are in the singular shall be construed to include the plural, and all
references in the plural shall be construed to include the singular.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Tax Sharing
Agreement to be duly executed and delivered as of the day and year first written
above.
____________________________________
By:__________________________________
Its:__________________________________
Address for Notices:
_____________________________________
_____________________________________
_____________________________________
Attention:___________________________
Telephone No.________________________
Facsimile No.________________________
By:__________________________________
Its:__________________________________
Address for Notices:
_____________________________________
_____________________________________
_____________________________________
Attention:___________________________
Telephone No.________________________
Facsimile No.________________________
6
<PAGE>
Exhibit 10.3
FORM OF
FIRST AMENDMENT TO
COST SHARING AGREEMENT
THIS FIRST AMENDMENT to that certain Cost Sharing Agreement, effective as of
January 1, 1995 (the "Agreement"), among Nationwide Mutual Insurance Company,
Nationwide Mutual Fire Insurance Company, Nationwide General Insurance Company,
Nationwide Property and Casualty Insurance Company, Nationwide Indemnity
Company, Nationwide Life Insurance Company, Nationwide Life and Annuity
Insurance Company, Wausau Lloyds, NEA Valuebuilder Investor Services, Inc.,
Public Employees Benefit Services Corp., and Nationwide Financial Institution
Distributors, Inc., formerly known as Financial Horizons Distributors Agency,
Inc. (collectively, the "Participating Companies"), is made and entered into as
of the ____ day of ______________________, 1997.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Participating Companies and Nationwide Financial
Services, Inc. hereby agree to the following:
A. Nationwide Financial Services, Inc. shall be added as a party to the
Agreement, effective as of _________________________, 1997.
B. All other terms and conditions of the Agreement, a true and complete copy
of which is attached hereto as Exhibit A, shall remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned parties have caused this First Amendment to
be duly entered into and executed.
NATIONWIDE MUTUAL INSURANCE COMPANY
By: __________________________________________
Its: __________________________________________
1
<PAGE>
NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
By: _____________________________________
Its: _____________________________________
NATIONWIDE GENERAL INSURANCE COMPANY
By: _______________________________________
Its: ______________________________________
NATIONWIDE PROPERTY AND CASUALTY
INSURANCE COMPANY
By: _______________________________________
Its: ______________________________________
NATIONWIDE INDEMNITY COMPANY
By: ________________________________________
Its: _______________________________________
2
<PAGE>
NATIONWIDE LIFE INSURANCE COMPANY
By: _____________________________________
Its: ____________________________________
NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
By: ______________________________________
Its: _____________________________________
WAUSAU LLOYDS
By: _____________________________________
Its: ____________________________________
NEA VALUEBUILDER INVESTOR SERVICES, INC.
By: ______________________________________
Its: _____________________________________
3
<PAGE>
PUBLIC EMPLOYEES BENEFIT SERVICES CORP.
By: _______________________________________
Its: ______________________________________
NATIONWIDE FINANCIAL INSTITUTION
DISTRIBUTORS, INC.
By: _______________________________________
Its: ______________________________________
NATIONWIDE FINANCIAL SERVICES, INC.
By: _______________________________________
Its: ______________________________________
4
<PAGE>
EXHIBIT A
COST SHARING AGREEMENT
Participating Companies: Nationwide Mutual Insurance Company (NMIC), Nationwide
- ------------------------
Mutual Fire Insurance Company (NMFIC), Nationwide General Insurance Company
(NGI), Nationwide Property and Casualty Insurance Company (NPC), Nationwide
Indemnity Company (NIC), Nationwide Life Insurance Company (NLIC), Nationwide
Life and Annuity Insurance Company (NLAIC), Wausau Lloyds (WL) NEA Valuebuilder
Investor Services, Inc. (NEA), Public Employees Benefit Services Corp. (PEBSCO),
and Financial Horizons Distributors Agency, Inc. (FHDAI).
Whereas the Participating Companies are all members of the Nationwide Group and
Whereas the Participating Companies desire to properly distribute and allocate
expenses equitably among themselves.
Now theretofore, the Participating Companies agree with respect to the
allocation and sharing of expenses as follows:
1. All expenses of the Participating Companies will be paid by the respective
Operating Units or NMIC. Expenses paid by the Operating Units will be
charged and billed to NMIC to be included in the pool of expenses to be
allocated. Management may determine that an expense item is 100%
chargeable to a specific company and may elect to exclude said expense from
this agreement. Estimated settlements will be executed on a weekly and
monthly basis as appropriate to maintain equity of cash flow. Each
quarter, the actual settlement will occur taking into account the estimated
settlements.
2. All expenses will be allocated to the Participant Companies based on
standard allocation techniques and procedures acceptable under general cost
accounting techniques and procedures and also in accordance with NAIC
guidelines.
3. The Participating Companies shall maintain expenses in sufficient detail so
as to facilitate proper allocations to company, state, and line of
business.
4. The following methods or some combination thereof shall be used as
appropriate to allocate expenses to the Participating Companies.
a. Special Cost Studies
b. Direct Written Premiums
c. Commissions
d. Claim Counts (e.g. Open, Closed, and Closed w/o Pay)
e. Individual Time Estimates
f. Policies in Force
<PAGE>
g. Any other method agreed to by the Participating Companies that is within
industry guidelines and acceptable practices.
5. The Office of Finance shall be responsible for allocation of expenses among
the Participating Companies. This Office may seek input from other areas
but will make the ultimate decision regarding the allocation of expenses.
It shall be the Office of Finance's responsibility to maintain fairness and
equality of expense allocations and to ensure that allocations are within
acceptable industry practice and NAIC guidelines.
6. If a dispute arises between the Participating Companies regarding the
allocation of expenses and cannot be resolved between the parties and the
Office of Finance, the Presidents of the Participating Companies can, at
their option, negotiate an agreement. The Office of Finance shall ensure
that the resolution is within the above cited guidelines.
7. This agreement shall be effective January 1, 1995.
In witness thereof, the following officers of the Participating Companies
signify their acceptance by signing this agreement on this 17th day of July,
1995.
Nationwide Mutual Insurance Company
/s/ J.E. Shultz
- -------------------------------------------------
By: J.E. Schultz
Vice President, Property/Casualty Controller
Nationwide Mutual Fire Insurance Company
/s/ J.E. Shultz
- -------------------------------------------------
By: J.E. Schultz
Vice President, Property/Casualty Controller
Nationwide General Insurance Company
/s/ J.E. Shultz
- -------------------------------------------------
By: J.E. Schultz
Vice President, Property/Casualty Controller
<PAGE>
Nationwide Property and Casualty Insurance Company
/s/ J.E. Shultz
- -------------------------------------------------
By: J.E. Schultz
Vice President, Property/Casualty Controller
Nationwide Indemnity Company
/s/ R.A. Oakley
- -------------------------------------------------
By: R.A. Oakley
Executive Vice President - Chief Financial Officer
Nationwide Life Insurance Company
/s/ D.A. Diamond
- -------------------------------------------------
By: D.A. Diamond
Vice President, Life Controller
Nationwide Life and Annuity Insurance Company
/s/ D.A. Diamond
- -------------------------------------------------
By: D.A. Diamond
Vice President, Life Controller
Wausau Lloyds
/s/ J.A. Merhar
- -------------------------------------------------
By: J.A. Merhar
Attorney-In-Fact
NEA Valuebuilder Investor Services, Inc.
<PAGE>
/s/ R.A. Oakley
- -------------------------------------------------
By: R.A. Oakley
Executive Vice President - Chief Financial Officer
Public Employees Benefit Services Corp.
/s/ R.A. Oakley
- -------------------------------------------------
By: R.A. Oakley
Executive Vice President - Chief Financial Officer
Financial Horizons Distributors Agency, Inc.
/s/ R.A. Oakley
- -------------------------------------------------
By: R.A. Oakley
Executive Vice President - Chief Financial Officer
<PAGE>
EXHIBIT 10.7
FORM OF
OFFICE LEASE
BETWEEN
NATIONWIDE MUTUAL INSURANCE COMPANY
LANDLORD
AND
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
NATIONWIDE FINANCIAL SERVICES, INC.
TENANT
PREMISES
--------
365,238 Square Feet at One Nationwide Plaza
102,934 Square Feet at Three Nationwide Plaza
Columbus, Ohio 43216
<PAGE>
SECTION 1 - BASIC LEASE PROVISIONS
----------------------------------
1.01. DATE AND PARTIES. This lease ("Lease") is made December ___, 1996,
------------------------
between NATIONWIDE MUTUAL INSURANCE COMPANY ("Landlord") and NATIONWIDE LIFE
INSURANCE COMPANY, NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY and NATIONWIDE
FINANCIAL SERVICES, INC. (collectively, "Tenant"). Landlord is a corporation,
organized under the laws of Ohio, with principal offices at One Nationwide
Plaza, Columbus, Ohio. Each of Tenant is a corporation, organized under the
laws of Ohio or Delaware, as the case may be, with principal offices at One
Nationwide Plaza, Columbus, Ohio.
1.02. PREMISES. Landlord leases to Tenant 365,238 square feet in One
----------------
Nationwide Plaza and 102,934 square feet in Three Nationwide Plaza, Columbus,
Ohio ("Premises"), as further described on the attached list of offices
("Exhibit A"). The location and/or square footage of the Premises may change
from time to time as agreed to by the parties. Any changes to the size and
location of the Premises shall be contained in a monthly rent report, without
further amendment to this Lease. The Premises contain the fixtures,
improvements, and other property now installed in the Premises.
Tenant and its agents, employees, and invitees, have the non-exclusive
right with others designated by Landlord, to the free use of the common areas in
the buildings in which the Premises are located (collectively, "Building") and
of the land ("Land") on which the Building is located ("Exhibit B") for the
common areas' intended and normal purpose. Common areas include walkways,
elevators, sidewalks, driveways, hallways, stairways, public bathrooms, common
entrances, lobby, and other similar public areas and access ways. Tenant or
Tenant's employees shall be entitled to such exclusive parking spaces in the
Executive Parking Garage located in the basement of the Building and such non-
exclusive parking spaces in the Front Street Parking Garage adjacent to the
Building as Landlord reasonably designates from time to time. Tenant agrees that
Landlord may charge Tenant and/or its employees for the use of such parking
spaces at a reasonable market rate as determined from time to time. The parties
may agree from time to time to change the location or number of the parking
spaces provided by Landlord hereunder. Landlord may change the common areas if
the changes do not materially and unreasonably interfere with Tenant's access to
or use of the Premises.
1.03. USE. Tenant shall use the Premises only for insurance and financial
-----------
service (or a related business) offices or for general office use, unless
Landlord gives its advance written consent to another use. Landlord warrants
that applicable laws, ordinances, regulations, and restrictive covenants permit
the Premises to be used for the above-mentioned purpose. Tenant shall not
create a nuisance or use the Premises for any immoral or illegal purposes.
<PAGE>
1.04. TERM. The Lease begins ("Beginning Date") on _____________, and
------------
ends, as may be extended, ("Ending Date") twelve (12) months after the Beginning
Date, unless ended earlier under this Lease. The Lease shall automatically
renew for successive twelve (12) month periods unless either party gives thirty
(30) days' prior written notice of its intent not to renew to the other party.
SECTION 2 - RENT AND ADJUSTMENT FORMULA
---------------------------------------
2.01. RENT. Tenant shall pay to Landlord annual Rent of $____________
------------
from the Beginning Date until December 31, 1997, payable in equal monthly
installments of $__________. The Rent is calculated based on the Rental
Adjustment Factor of $19.53 per square foot for office space and, except for
those areas for which rent is $19.67, as shown on Exhibit A, $12.71 per square
foot for concourse space in the Building. If the number of square feet in the
Premises changes after the Beginning Date, the parties agree that Rent shall be
adjusted accordingly based upon the number of square feet used by Tenant times
the Rental Adjustment Factor then in effect. From and after January 1, 1998,
the Rental Adjustment Factor will change annually based on the Rental Adjustment
Formula set forth in Section 2.02.
The Rent shall be paid:
(i) without advance notice, demand, offset, or deduction;
(ii) by the first day of each month during the Term; and
(iii) to Landlord at One Nationwide Plaza, Columbus, Ohio 43215,
Attn: Corporate Money Management, or as Landlord may specify in
writing to Tenant. At its option, Landlord may deduct the Rent
from Tenant's General Ledger Account.
If the Term does not begin on the first day or end on the last day of a
month, the Rent for that partial month shall be prorated by multiplying the
monthly Rent by a fraction, the numerator of which is the number of days of the
partial month included in the Term and the denominator of which is the total
number of days in the full calendar month.
If Tenant fails to pay part or all of the Rent within ten (10) days after
it is due, Tenant shall also pay:
(i) a late charge equal to one (1) percent of the unpaid Rent, plus
(ii) interest at ten percent (10%) per annum or the maximum then
allowed by applicable law, whichever is less, on the remaining
unpaid balance, retroactive to
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<PAGE>
the date originally due until paid.
2.02. RENTAL ADJUSTMENT FORMULA.
---------------------------------
2.02(a). DEFINITIONS.
----------------------
(i) Tenant's pro-rata share means: a percentage which is calculated
by dividing the average rentable square footage of the Premises
for any calendar month ("numerator") by the rentable square
footage of the Building ("denominator").
(ii) Property means: the Building and its equipment and systems, and
the Land.
(iii) Real Estate Taxes means:
(1) real property taxes and currently due installments of
assessments, special or otherwise, imposed upon the
Property, and
(2) reasonable legal fees, costs, and disbursements incurred for
proceedings to contest, determine or reduce Real Estate
Taxes.
(iv) Operating Expenses means: Landlord's operating costs (which may
include capital improvements amortized over the life of the
Building) that are reasonable, actual and necessary (except
Landlord may use its normal accrual method of accounting), and
that are attributable to the improvement, operation,
maintenance, management and repair of the Property.
(v) Adjustment Period means: each calendar year occurring during the
Term beginning with calendar year 1998, which shall be the first
Adjustment Period.
2.02(b). OPERATING EXPENSES CONTROL. Landlord shall use reasonable
-------------------------------------
efforts to keep Operating Expenses at reasonable amounts, while maintaining a
first class office building.
2.02(c). RENTAL ADJUSTMENT FACTOR. The Rental Adjustment Factor for each
------------------------------------
Adjustment Period shall be determined by adding together Operating Expenses and
Real Estate Taxes for the Building, plus an Investment Factor as defined below,
and multiplying the sum of such numbers by Tenant's pro rata share. The
resulting number shall constitute the Rental Adjustment Factor for each
Adjustment Period. The Investment Factor shall be determined by adding 100% of
the value of the Land and 50% of the value of the Building. The sum of such
numbers shall be multiplied by five percent (5%) (or another investment return
as determined by Landlord's Board of Directors from time to time). The product
shall be the Investment Factor. Landlord may, from time to time, but not more
than once per year, adjust the Investment Factor.
-3-
<PAGE>
2.02(d) MANNER OF PAYMENT. Landlord may give Tenant notice of Landlord's
---------------------------
estimate of amounts payable under this paragraph for each Adjustment Period.
Landlord's estimate shall be reasonable and based upon generally accepted
accounting principles consistently applied. If Tenant requests, Landlord shall
give Tenant reasonably detailed documentation to support Landlord's estimate.
By the first day of each month during the Adjustment Period, Tenant shall
pay Landlord one-twelfth (1/12) of the estimated amount as Rent. If, however,
the estimate is not given before the Adjustment Period begins, Tenant shall
continue to pay on the basis of last year's estimate, if any, until the month
after the new estimate is given.
2.03. PERSONAL PROPERTY TAX. Before delinquency, Tenant shall pay taxes
-----------------------------
assessed during the Term against trade fixtures or personal property placed by
Tenant in the Premises. If these taxes are assessed against the Building,
Tenant shall pay its share of the taxes to Landlord within twenty (20) days
after receiving Landlord's written statement setting forth the amount of taxes
applicable to Tenant's property and the basis for the charge to Tenant.
Tenant's failure to pay within the twenty (20) day period shall entitle Landlord
to the same remedies it has upon Tenant's failure to pay Rent.
2.04. ADJUSTMENT TO RENT. The Landlord agrees that no increase in the rent
-------------------------
pursuant to paragraph 2.01 hereof or in the Investment Factor pursuant to
paragraph 2.02(c) hereof, which either (i) causes the amount of rent per square
foot to be paid by the Tenant to exceed the then prevailing commercial market
rent for the same or similar class of commercial office space in the downtown
Columbus, Ohio area or (ii) was determined by the Landlord using a methodology
for determining rent and/or the Investment Factor which is inconsistent with the
methodology used by the Landlord in determining increases in rent for its other
subsidiaries and affiliates, will be effective until approved by the Board of
Directors of Nationwide Financial Services, Inc., including the approval by a
majority of the directors who do not serve as an officer, director (other than
as a director of Nationwide Financial Services, Inc.) or employee of any member
of the Nationwide Insurance Enterprise.
SECTION 3 - AFFIRMATIVE OBLIGATIONS
-----------------------------------
3.01. COMPLIANCE WITH LAWS.
----------------------------
3.01(a). LANDLORD'S COMPLIANCE. Landlord warrants that, to the best of
--------------------------------
its knowledge, on the Beginning Date, the Premises comply with all applicable
laws, ordinances, rules, and regulations of governmental authorities, including,
but not limited to, The Americans with Disabilities Act ("Applicable Laws").
During the Term, Landlord shall comply with all Applicable Laws regarding the
Premises and Building except to the extent Tenant must comply under paragraph
3.01(b).
-4-
<PAGE>
3.01(b). TENANT'S COMPLIANCE. Tenant shall comply in all material
------------------------------
respects with all Applicable Laws: (i) regarding the physical condition of the
Premises, but only to the extent the Applicable Laws pertain to the particular
manner in which Tenant uses the Premises; or (ii) that do not relate to the
physical condition of the Premises but relate to the lawful use of the Premises
and with which only the occupant can comply, such as laws governing maximum
occupancy, workplace smoking, and illegal business operations, such as gambling.
3.02 SERVICES AND UTILITIES
---------------------------
3.02(a). SERVICES. Landlord shall provide, at its expense, subject to
-------------------
reimbursement under paragraph 2.02:
(i) Heating, ventilation and air conditioning (HVAC) for the
Premises during business hours to maintain temperatures for
comfortable use and occupancy;
(ii) Automatic passenger elevators providing adequate service leading
to the floors on which the Premises are located;
(iii) Freight elevators providing service to the floors on which the
Premises are located as reasonable scheduling permits;
(iv) Janitorial services to the Premises as specified in Exhibit C;
(v) Hot and cold water sufficient for drinking, lavatory, toilet and
ordinary cleaning purposes;
(vi) Electricity to the Premises during business hours that provides
electric current in reasonable amounts necessary for normal
office use, lighting and HVAC;
(vii) Replacement of lighting tubes, lamp ballasts and bulbs;
(viii) Extermination and pest control when necessary; and
(ix) Maintenance of common areas in a first class manner comparable
to other first class office buildings in the downtown Columbus
area. The maintenance shall include cleaning, HVAC,
illumination, snow shoveling, de-icing, repairs, replacements,
lawn care, trash disposal and landscaping.
3.02(b). BUSINESS HOURS. In paragraph 3.02, business hours means:
-------------------------
(i) Monday through Friday, 7:00 a.m. through 6:00 p.m., and
-5-
<PAGE>
(ii) Saturday, 8:00 a.m. through 1:00 p.m., but excludes the
following holidays or the days on which the holidays are
designated for observance: New Year's Day, Memorial Day, July
Fourth, Labor Day, Thanksgiving Day, and Christmas Day, or any
other holiday during which Landlord's or Tenant's offices are
generally closed.
3.02(c). 24 HOUR ACCESS. Tenant, its employees, agents and invitees shall
-------------------------
have access to the Premises twenty-four (24) hours a day, seven (7) days a week.
At any time, Landlord may restrict access by requiring persons to show a badge
or identification card issued by Landlord. Landlord shall not be liable for
denying entry to any person unable to show the proper identification.
3.02(d). EXCESS UTILITY USE. Tenant shall not place or operate in the
-----------------------------
Premises any electrically operated equipment or other machinery, other than
typewriters, personal computers, adding machines, reproduction machines and
other machinery and equipment normally used in offices, unless Tenant receives
Landlord's advance written consent. Landlord shall not unreasonably withhold or
delay its consent. Landlord may require payment for the extra use of
electricity caused by operating any additional equipment or machinery.
Landlord may require that special, high electricity consumption installations of
Tenant such as computer or reproduction facilities (except personal computers or
normal office photocopy machines) be separately sub-metered for electrical
consumption at Tenant's cost.
3.02(e). INTERRUPTION OF SERVICES.
------------------------------------
(i) Interruptions. Landlord does not warrant that any services
Landlord supplies will not be interrupted. Services may be
interrupted because of accidents, repairs, alterations,
improvements or any reason beyond the reasonable control of
Landlord. Except as noted in (ii) below, any interruption shall
not: (A) be considered an eviction or disturbance of Tenant's
use and possession of the Premises; (B) make Landlord liable to
Tenant for damages; (C) abate Rent; or (D) relieve Tenant from
performing Tenant's Lease obligations.
(ii) Remedy. If any essential services (such as HVAC, passenger
elevators, electricity, water) supplied by Landlord are
interrupted, and the interruption does not result from the
negligence or willful misconduct of Tenant, its employees,
invitees or agents, Tenant shall be entitled to an abatement of
Rent. The abatement shall begin on the tenth (10th) consecutive
business day of the interruption or when Tenant stops using the
Premises because of the interruption, whichever is later. The
abatement shall end when the services are restored. Tenant shall
have the option to cancel this Lease if the interruption
unreasonably and materially interferes with Tenant's use of or
access to the Premises for at least
-6-
<PAGE>
sixty (60) consecutive days and Landlord is not exercising its
best efforts to restore the services.
3.03. REPAIRS AND MAINTENANCE.
-------------------------------
3.03(a). TENANT'S CARE OF PREMISES. Tenant shall:
-------------------------------------
(i) keep the Premises and fixtures in good order;
(ii) make repairs and replacements to the Premises or Building needed
to the extent due to Tenant's misuse or primary negligence,
except to the extent that the repairs or replacements are
covered by Landlord's insurance or the insurance Landlord is
required to carry under Section 5, whichever is greater;
(iii) not commit waste; and
(iv) not use any Hazardous Substances (as defined below) in the
Premises, Building or the Land.
3.03(b). LANDLORD'S REPAIRS. Except for repairs and replacements that
------------------------------
Tenant must make under paragraph 3.03(a), Landlord shall pay for and make all
other repairs and replacements to the Premises, common areas and Building
(including Building fixtures and equipment). Landlord shall make the repairs
and replacements to maintain the Building in a first class condition comparable
to other first class buildings in the downtown Columbus area. This maintenance
shall include the roof, foundation, exterior walls, interior structural walls,
all structural components and all systems such as mechanical, electrical, HVAC
and plumbing.
3.03(c). TIME FOR REPAIRS. Repairs or replacements required under
---------------------------
paragraphs 3.03(a) or 3.03(b) shall be made within a reasonable time (depending
on the nature of the repair or replacement needed) after receiving notice or
having actual knowledge of the need for a repair or replacement.
3.03(d). SURRENDERING THE PREMISES. On the Ending Date, Tenant shall
------------------------------------
surrender the Premises to Landlord in the same condition that the Premises were
in on the Beginning Date except for:
(i) ordinary wear and tear;
(ii) damage by the elements, fire, and other casualty unless Tenant
would be required to repair under paragraph 3.03(a);
(iii) condemnation;
-7-
<PAGE>
(iv) damage arising from any cause not required to be repaired or
replaced by Tenant; and
(v) alterations as permitted by this Lease unless consent was
conditioned on their removal.
On surrender Tenant shall remove from the Premises its personal property,
trade fixtures, any alterations required to be removed under paragraph 4.01 and
repair any damage to the Premises caused by the removal. Any items not removed
by Tenant as required above shall be considered abandoned. Landlord may dispose
of abandoned items as Landlord chooses and bill Tenant for the cost of their
disposal, minus any revenues received by Landlord for their disposal.
3.04. ENVIRONMENTAL OBLIGATIONS.
--------------------------------
3.04(a). DEFINITIONS.
---------------------
(i) "Hazardous Substance" means (A) "hazardous waste" as
defined by the Resource Conservation and Recovery Act of
1976, as amended; (B) "hazardous substance" as defined
by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended; (C)
"toxic substances" as defined by the Toxic Substances
Control Act, as amended; (D) "hazardous materials" as
defined by the Hazardous Materials Transportation Act,
as amended; (E) any other substances regulated under
applicable federal, state or local laws, and the
regulations adopted under these acts, as amended; (F)
oil or other petroleum products; (G) any highly
combustible substance; (H) polychlorinated bipheyls; (I)
any other substance whose presence could reasonably be
detrimental to the Building, the Premises or the Land,
or which could be hazardous to health or the
environment. "Hazardous Substances" excludes normal
quantities of substances customarily used in the
operation of an office provided that such substances are
used in strict compliance with all Applicable Laws.
(ii) "Release" shall be defined as transport onto or across,
storage, dumping, spilling, leaking, atmospheric
injection, generation, use, causing or permitting to
escape, onto or from the Building, the Premises, or the
Land, of any Hazardous Substance.
3.04(b). LANDLORD'S REPRESENTATIONS AND OBLIGATIONS. Landlord represents
----------------------------------------------------
that no governmental entity is currently investigating or conducting remediation
activities at the Building, nor has the Building been declared a "Superfund"
site. Landlord, its agents or employees, shall not, either with or without
negligence, Release any Hazardous Substance on or about the Building, the
Premises or the land on which the Building is located, except in strict
-8-
<PAGE>
compliance with all Applicable Laws.
3.04(c). TENANT'S REPRESENTATIONS AND OBLIGATIONS. Tenant, its agents,
--------------------------------------------------
invitees, suppliers, contractors and employees shall not, either with or without
negligence, Release any Hazardous Substance on or about the Building, the
Premises or the Land. Tenant shall execute affidavits, representations and the
like from time to time at Landlord's reasonable request concerning Tenant's best
knowledge and belief regarding the presence or Release of Hazardous Substances
about the Building, the Premises or the Land.
3.04(d). LIABILITY. If any lender, purchaser or governmental agency
--------------------
shall ever require testing of the Building, the Premises, or the Land to
ascertain whether or not there has been any Release of Hazardous Substances, and
such Release is reasonably determined to be attributable to Tenant, its agents,
invitees, suppliers, contractors or employees, Tenant shall be liable, to the
extent it caused such Release, for all testing and remediation costs, including
returning the Building, the Premises or the Land to their previous conditions,
any sums paid for settlement of claims, judgments, or any governmental fines
associated, directly or indirectly, with a Release, and Tenant shall indemnify
against, defend and hold Landlord harmless from such fines, claims and
judgments.
SECTION 4 - NEGATIVE OBLIGATIONS
--------------------------------
4.01. ALTERATIONS.
-------------------
4.01(a). DEFINITIONS. "Alterations" means alterations, additions,
----------------------
substitutions, installations, changes and improvements, but excludes minor
decorations.
4.01(b). CONSENT. Tenant shall not make alterations without Landlord's
-----------------
advance written consent. Landlord's consent shall not be unreasonably withheld
or unduly delayed for nonstructural interior Alterations to the Premises that do
not adversely affect the Building's appearance, value and structural strength.
4.01(c). CONDITIONS OF CONSENT. Landlord may condition its consent in
---------------------------------
paragraph 4.01(b) on all or any part of the following:
(i) Tenant shall furnish Landlord with reasonably detailed plans and
specifications of the Alterations;
(ii) The Alterations shall be performed and completed--
(A) in accordance in all material respects with the submitted
plans and specifications;
-9-
<PAGE>
(B) in a workmanlike manner;
(C) in compliance in all material respects with all Applicable
Laws, regulations and building codes;
(D) using new materials and installations at least equal in
quality to the original Building materials and
installations;
(E) by not unreasonably disturbing the quiet possession of the
other tenants or Landlord's employees;
(F) by not unreasonably interfering with the construction,
operation or maintenance of the Building, and
(G) with due diligence;
(iii) Tenant shall use workers and contractors whom Landlord employs
or approves in writing, which approval shall not be unreasonably
withheld or unduly delayed;
(iv) Tenant's contractors shall carry builder's risk insurance in an
amount then customarily carried by prudent contractors and
workers' compensation insurance for its employees in statutory
limits;
(v) Tenant shall give Landlord at least fifteen (15) days advance
notice before beginning any Alterations so that Landlord may
post or record notices of nonresponsibility;
(vi) At Landlord's request, Tenant shall remove the Alterations and
repair any damage caused by their removal by the Ending Date.
4.01(d). PAYMENT AND OWNERSHIP OF THE ALTERATIONS. Alterations made under
---------------------------------------------------
this paragraph shall be at Tenant's expense. The Alterations shall belong to
Landlord on the Ending Date except for those Alterations required to be removed
by Landlord. Nevertheless, Tenant may remove its trade fixtures, furniture,
equipment and other personal property if Tenant promptly repairs any damage
caused by their removal.
4.02. ASSIGNMENT AND SUBLEASING.
---------------------------------
4.02(a). CONSENT REQUIRED. Tenant shall not transfer, mortgage,
----------------------------
encumber, assign or sublease all or part of the Premises without Landlord's
advance written consent.
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<PAGE>
4.02(b). CONDITIONS. Permitted subleases and assignments by Tenant are
---------------------
subject to:
(i) The terms of this Lease;
(ii) The term shall not extend beyond the Lease Term;
(iii) Tenant shall remain liable for all Lease obligations; and
(iv) Consent to one sublease or assignment does not waive the consent
requirement for future assignments or subleases.
SECTION 5 - INSURANCE
---------------------
5.01. INSURANCE.
-----------------
5.01(a). LANDLORD'S BUILDING INSURANCE. Landlord shall keep the
-----------------------------------------
Building, including the improvements, insured against damage and destruction by
fire, earthquake, vandalism and other perils in the amount of the replacement
value of the Building, as the value may exist from time to time. The insurance
shall include an extended coverage endorsement of the kind required by an
institutional lender to repair and restore the Building.
5.01(b). PERSONAL PROPERTY INSURANCE. Each party shall keep its personal
--------------------------------------
property and trade fixtures in the Premises and Building insured with "all
risks" insurance in an amount to cover the replacement cost of the property and
fixtures. Tenant shall also keep any non-Building standard improvements and
betterments made to the Building at Tenant's request insured to the same degree
as Tenant's personal property.
5.01(c). LIABILITY INSURANCE. Each party shall maintain contractual and
------------------------------
comprehensive general liability insurance, including public liability and
property damage, with a minimum combined single limit of liability of five
million dollars ($5,000,000.00) for personal injuries or deaths of persons
occurring in or about the Building and Premises.
5.01(d). WAIVER OF SUBROGATION. Each party waives claims arising in any
--------------------------------
manner in its ("Injured Party's") favor and against the other party for loss or
damage to its property in the Building. The waiver does not apply to claims
caused by a party's willful misconduct or negligence. This waiver applies to
the extent the loss or damage is covered by:
(i) the Injured Party's insurance; or
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<PAGE>
(ii) the insurance the Injured Party is required to carry under
Section 5, whichever is greater. The waiver also applies to each
party's directors, officers, employees, shareholders, and
agents.
5.01(e). INSURANCE CRITERIA. Insurance policies required by this Lease shall:
- -----------------------------
(i) be issued by financially sound insurance companies licensed to
do business in the State of Ohio;
(ii) name the nonprocuring party as an additional insured as its
interest may appear; other landlords or tenants may also be
added as additional insureds in a blanket policy;
(iii) provide that the insurance not be canceled or materially changed
in the scope or amount of coverage unless fifteen (15) days'
advance notice is given to the nonprocuring party;
(iv) be permitted to be carried through a "blanket policy" or
"umbrella" coverage;
(v) may include "self insurance", in whole or in part, to the extent
Landlord or Tenant meets the requirements of this paragraph
5.01(e).
5.01(f). EVIDENCE OF INSURANCE. Upon the reasonable written request of
--------------------------------
either party, the other party shall give copies of certificates of insurance to
the requesting party. The certificate shall specify amounts, types of coverage
and the insurance coverages listed in paragraphs 5.01 (a), (b) and (c). The
policies shall be renewed or replaced and maintained by the party responsible
for that policy. If either party fails to give copies of the required
certificate within thirty (30) days after notice of demand for it, the other
party may obtain and pay for that insurance and receive reimbursement from the
party required to have the insurance.
5.02. INDEMNIFICATION.
-----------------------
5.02(a). TENANT'S INDEMNITY. Subject to paragraph 5.01(d) herein, Tenant
-----------------------------
indemnifies, defends, and holds Landlord harmless from claims:
(i) for personal injury, death or property damage;
(ii) for incidents arising in or about the Premises or Building; and
(iii) caused by the negligence or willful misconduct of Tenant, its
agents, employees or invitees. When the claim is caused by the
joint negligence or willful misconduct of Tenant and Landlord or
Tenant and a third party unrelated to Tenant, except its
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<PAGE>
agents, employees or invitees, Tenant's duty to defend,
indemnify and hold Landlord harmless shall be in proportion to
Tenant's allocable share of the joint negligence or willful
misconduct.
5.02(b). LANDLORD'S INDEMNITY. Subject to paragraph 5.01(a) herein,
--------------------------------
Landlord indemnifies, defends and holds Tenant harmless from claims:
(i) for personal injury, death or property damage;
(ii) for incidents occurring in or about the Premises or Building;
and
(iii) caused by the negligence or willful misconduct of Landlord, its
agents, employees or invitees. When the claim is caused by the
joint negligence or willful misconduct of Landlord and Tenant or
Landlord and a third party unrelated to Landlord, except its
agents, employees or invitees, Landlord's duty to defend,
indemnify and hold Tenant harmless shall be in proportion to
Landlord's allocable share of the joint negligence or willful
misconduct.
5.02(c). RELEASE OF CLAIMS. Notwithstanding paragraphs 5.02(a) and (b),
----------------------------
the parties release each other from any claims either party ("Injured Party")
has against the other, except for conduct arising out of or relating to the
willful misconduct or the negligence of the other party. This release is limited
to the extent the claim is covered by the Injured Party's insurance or the
insurance the Injured Party is required to carry under Section 5, whichever is
greater.
5.03. LIMITATION OF LANDLORD'S LIABILITY.
------------------------------------------
5.03(a). TRANSFER OF PREMISES. If the Building is sold or transferred,
-------------------------------
voluntarily or involuntarily, Landlord's Lease obligations and liabilities
accruing after the transfer shall be the sole responsibility of the new owner
if:
(i) the new owner expressly agrees in writing to assume Landlord's
obligations; and
(ii) Tenant's funds that Landlord is holding, such as any security
deposits or any prepaid rent are transferred to the new owner.
SECTION 6 - LOSS OF PREMISES
----------------------------
6.01. DAMAGES.
---------------
6.01(a). DEFINITION. "Relevant Space" means:
---------------------
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<PAGE>
(i) the Premises as defined in paragraph 1.02, excluding any
improvements installed by Tenant at its sole expense or any
improvements installed by Landlord but paid for by Tenant ("Non-
Building Standard Fixtures");
(ii) access to the Premises; and
(iii) any part of the Building that provides essential
services to the Premises.
6.01(b). REPAIR OF DAMAGE. If the Relevant Space is damaged in part or
----------------------------
whole from any cause and the Relevant Space can be substantially repaired and
restored within one hundred and twenty (120) days from the date of the damage
using standard working methods and procedures, Landlord shall, at its expense,
promptly and diligently repair and restore the Relevant Space to substantially
the same condition as existed before the damage. The repair and restoration
shall be made within one hundred and twenty (120) days from the date of the
damage unless the delay is due to causes beyond Landlord's reasonable control.
If the Relevant Space cannot be repaired and restored within a one hundred
and twenty (120) day period, then either party may, within ten (10) days after
determining that the repairs and restoration cannot be made within one hundred
and twenty (120) days, cancel the Lease by giving written notice to the other
party.
6.01(c). ABATEMENT. Unless the damage is caused by Tenant's willful
--------------------
misconduct, the Rent shall abate in proportion to that part of the Premises that
is unfit for use in Tenant's business. The abatement shall consider the nature
and extent of interference to Tenant's ability to conduct business in the
Premises and the need for access and essential services. The abatement shall
continue from the date the damage occurred until the earlier of (i) ten (10)
business days after Landlord completes the repairs and restoration to the
Relevant Space or the part rendered unusable and gives notice to Tenant that the
repairs and restoration are completed, or (ii) until Tenant again uses the
Premises or the part rendered unusable.
6.01(d). TENANT'S PROPERTY. Notwithstanding anything else in Section 6,
-----------------------------
Landlord is not obligated to repair or restore damage to Tenant's trade
fixtures, furniture, equipment or other personal property, or any Tenant
improvements unless such damage is caused by the willful misconduct or
negligence of Landlord or any of its agents.
6.01(e). DAMAGE TO BUILDING. If:
------------------------------
(A) more than forty (40%) percent of the Building is damaged;
(B) any mortgagee of the Building shall not allow adequate insurance
proceeds for repair and restoration;
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<PAGE>
(C) the damage is not covered by Landlord's insurance required by
this Lease; or
(D) this Lease is in the last six (6) months of its Term, then
Landlord may cancel this Lease. To cancel, Landlord must give
notice to Tenant within thirty (30) days after Landlord knows of
the damage. The notice must specify the cancellation date, which
shall be at least thirty (30) but not more than sixty (60) days
after the date notice is given.
6.01(f). CANCELLATION. If either party cancels this Lease as permitted by
-----------------------
paragraph 6.01, then this Lease shall end on the day specified in the
cancellation notice. The Rent and other charges shall be payable up to the
cancellation date and shall account for any abatement.
6.02. CONDEMNATION.
--------------------
6.02(a). DEFINITIONS. The terms "eminent domain," "condemnation," "taken"
----------------------
and the like in paragraph 6.02 include takings for public or quasi-public use
and private purchases in place of condemnation by any authority authorized to
exercise the power of eminent domain.
6.02(b). ENTIRE TAKING. If the entire Premises or the portions of the
------------------------
Building required for reasonable access to, or the reasonable use of, the
Premises are taken by eminent domain, this Lease shall automatically end on the
earlier of:
(i) the date title vests; or
(ii) the date Tenant is dispossessed by the condemning authority.
6.02(c). PARTIAL TAKING. If the taking of a part of the Premises
-------------------------
materially interferes with Tenant's ability to continue its business operations
in substantially the same manner and space then Tenant may end this Lease on the
earlier of:
(i) the date when title vests;
(ii) the date Tenant is dispossessed by the condemning authority; or
(iii) sixty (60) days following notice to Tenant of the date when
vesting or dispossession is to occur.
If there is a partial taking and this Lease continues, then the Lease shall
end as to the part taken and the Rent and Additional Rent shall abate in
proportion to the part of the Premises taken and Tenant's pro rata share shall
be equitably reduced.
6.02(d). TERMINATION BY LANDLORD. If title to a part of the Building
-----------------------------------
other than the
-15-
<PAGE>
Premises is condemned, and in the Landlord's reasonable opinion, the Building
should be restored in a manner that materially alters the Premises, Landlord may
cancel this Lease by giving notice to Tenant. Cancellation notice shall be given
within sixty (60) days following the date title vested. This Lease shall end on
the date specified in the cancellation notice, which date shall be at least
thirty (30) days but not more than ninety (90) days after the date notice is
given.
6.02(e). RENT ADJUSTMENT. If this Lease is canceled, then the Rent and
---------------------------
other charges shall be payable up to the cancellation date and shall account for
any abatement. Landlord, considering any abatement, shall promptly refund to
Tenant any prepaid, unaccrued Rent plus security deposit, if any, less any sum
then owing by Tenant to Landlord.
6.02(f). REPAIR. If this Lease is not canceled, then Landlord, at its
------------------
expense, shall promptly repair and restore the Premises to the condition that
existed immediately before the taking, except for the part taken, to render the
Premises a complete architectural unit, but only to the extent of the:
condemnation award received for the damage; and shall not be obligated to repair
Non-Building Standard Fixtures.
6.02(g). AWARDS AND DAMAGES. Landlord reserves all rights to damages paid
-----------------------------
because of any partial or entire taking of the Premises. Tenant assigns to
Landlord any right Tenant may have to the damages or award. Further, Tenant
shall not make claims against Landlord or the condemning authority for damages.
Notwithstanding anything else in paragraph 6.02(g), Tenant may claim and
recover from the condemning authority a separate award for Tenant's moving
expenses, business dislocation damages, Tenant's personal property and fixtures,
the unamortized costs of leasehold improvements paid for by Tenant and any other
award that would not substantially reduce the award payable to Landlord. Each
party shall seek its own award, as limited above, at its own expense, and
neither shall have any right to the award made to the other.
6.02(h). TEMPORARY CONDEMNATION. If part or all of the Premises are
----------------------------------
condemned for a limited period of time ("Temporary Condemnation"), this Lease
shall remain in effect. The Rent and Tenant's obligations for the part of the
Premises taken shall abate during the Temporary Condemnation in proportion to
the part of the Premises that Tenant is unable to use in its business operations
as a result of the Temporary Condemnation. Landlord shall receive the entire
award for any Temporary Condemnation.
SECTION 7 - DEFAULT
-------------------
7.01. TENANT'S DEFAULT.
------------------------
7.01(a). DEFAULTS. Each of the following constitutes a default
--------------------
("Default"):
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<PAGE>
(i) Tenant's failure to pay Rent within seven (7) days after Tenant
receives notice from Landlord of Tenant's failure to pay Rent;
(ii) Tenant's failure to pay Rent by the due date, at any time during
a calendar year in which Tenant has already received three
notices of its failure to pay Rent by the due date;
(iii) Tenant's failure to perform or observe in all material respects
any other Tenant obligation after a period of thirty (30)
business days or the additional time, if any, that is reasonably
necessary to promptly and diligently cure the failure, after it
receives notice from Landlord setting forth in reasonable detail
the nature and extent of the failure and identifying the
applicable Lease provision(s);
(iv) Tenant's failure to vacate or stay any of the following within
ninety (90) days after they occur:
(A) a petition in bankruptcy or state rehabilitation or
insolvency proceedings are filed by or against Tenant;
(B) Tenant is adjudicated as bankrupt or insolvent;
(C) a receiver, trustee or liquidator is appointed for all or a
substantial part of Tenant's property; or
(D) Tenant makes an assignment for the benefit of creditors.
7.02. LANDLORD'S REMEDIES.
---------------------------
7.02(a). REMEDIES. Landlord, in addition to the remedies given in this
--------------------
Lease or under the law, may do any one or more of the following if Tenant
commits a Default under paragraph 7.01:
(i) end this Lease, and Tenant shall then surrender the Premises to
Landlord;
(ii) enter and take possession of the Premises either with process of
law and remove Tenant, with or without having ended the Lease;
and
(iii) alter locks and other security devices at the Premises.
Tenant waives claims for damages by reason of Landlord's reentry,
repossession, or alteration of locks or other security devices and for damages
by reason of any legal process, unless the same was done in violation of the
terms hereof.
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<PAGE>
7.02(b). NO SURRENDER. Landlord's exercise of any of its remedies or its
------------------------
receipt of Tenant's keys shall not be considered an acceptance or surrender of
the Premises by Tenant. A surrender must be agreed to in a writing signed by
both parties.
7.02(c). RENT. If Landlord ends this Lease or ends Tenant's right to
----------------
possess the Premises because of a Default, Landlord may hold Tenant liable for
Rent and other indebtedness accrued to the date the Lease ends. Tenant shall
also be liable for the Rent and other indebtedness that otherwise would have
been payable by Tenant during the remainder of the Term had there been no
Default, reduced by any sums Landlord receives by reletting the Premises during
the Term.
7.02(d). OTHER EXPENSES. Tenant shall also be liable for that part of
--------------------------
the following sums paid by Landlord and attributable to that part of the Term
ended due to Tenant's Default:
(i) reasonable broker's fees incurred by Landlord for reletting part
or all of the Premises prorated for that part of the reletting
Term ending concurrently with the then current Term of this
Lease;
(ii) the cost of removing and storing Tenant's property;
(iii) the cost of minor repairs, alterations and remodeling, necessary
to put the Premises in a condition reasonably acceptable to a
new Tenant; and
(iv) other necessary and reasonable expenses incurred by Landlord in
enforcing its remedies.
7.02(e). PAYMENT. Tenant shall pay the sums due in paragraphs 7.02(c)
-------------------
and (d) within thirty (30) days of receiving Landlord's proper and correct
invoice for the amounts.
7.02(f). MITIGATION. Landlord shall mitigate its damage by making
---------------------
reasonable efforts to relet the Premises on reasonable terms. Landlord may
relet for a shorter or longer period of time than the Lease Term and make any
necessary repairs or alterations. Landlord may relet on any reasonable terms
including a reasonable amount of free rent. If Landlord relets for a period of
time longer than the current Lease Term, then any special concessions given to
the new Tenant shall be allocated throughout the entire reletting Term to not
unduly reduce the amount of consideration received by Landlord during the
remaining period of Tenant's Term.
7.03. LANDLORD'S DEFAULT. Landlord's failure to perform or observe any of
--------------------------
its Lease obligations after a period of thirty (30) business days or the
additional time, if any, that is reasonably necessary to promptly and diligently
cure the failure after receiving notice from Tenant is a Default. The notice
shall give in reasonable detail the nature and extent of the failure and
identify the Lease provision(s) containing the obligation(s). After Tenant
receives notice of a mortgagee's name and address and request for notice upon
Landlord's Default, Tenant shall also
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<PAGE>
provide the notice required by this paragraph to the mortgagee at the same time
Tenant gives notice to Landlord.
If Landlord commits a Default, Tenant may pursue any remedies given in this
Lease or under the law or in equity.
7.04. SELF-HELP. If either party defaults ("Defaulting Party"), the other
-----------------
party ("Nondefaulting Party") may, without being obligated and without waiving
the Default, cure the Default. The Nondefaulting Party may enter the Premises or
Building to cure the Default. The Defaulting Party shall pay the Nondefaulting
Party, upon demand, all costs, expenses, and disbursements incurred by the
Nondefaulting Party to cure the Default.
7.05. SURVIVAL. The remedies permitted by Section 7, the parties'
----------------
indemnities and environmental obligations in paragraphs 5.02 and 3.04, and the
Landlord's obligation to mitigate damages in paragraph 7.02(f) shall survive the
ending of this Lease.
SECTION 8 - NONDISTURBANCE
--------------------------
8.01. SUBORDINATION.
---------------------
8.01(a). MORTGAGES. Subject to paragraph 8.01(b), this Lease is
---------------------
subordinate to prior or subsequent mortgages covering the Building.
8.01(b). FORECLOSURES. If any mortgage is foreclosed, then:
------------------------
(i) This Lease shall continue;
(ii) Tenant's quiet possession shall not be disturbed if Tenant is
not in Default;
(iii) Tenant will attorn to and recognize the mortgagee or purchaser
at foreclosure sale ("Successor Landlord") as Tenant's landlord
for the remaining Term, provided that such Successor Landlord
has executed and delivered a non-disturbance agreement in
accordance with paragraph 8.01(c); and
(iv) The Successor Landlord shall not be bound by:
(A) any payment of Rent for more than one (1) month in advance,
(B) any amendment, modification or termination of this Lease
without Successor Landlord's consent, and
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<PAGE>
(C) any liability for any act or omission of a prior Landlord.
8.01(c). SELF-OPERATING. Paragraph 8.01 is self-operating. However,
--------------------------
Landlord and Tenant shall as promptly as practicable execute and deliver any
documents reasonably needed to confirm this arrangement.
8.02. ESTOPPEL CERTIFICATE.
----------------------------
8.02(a). OBLIGATION. Either party ("Answering Party") shall from time to
----------------------
time, within ten (10) business days after receiving written request by the other
party ("Asking Party"), execute and deliver to the Asking Party a written
statement. This written statement, which may be relied upon by the Asking Party
and any third party with whom the Asking Party is dealing shall certify:
(i) the accuracy of the Lease document;
(ii) the Beginning and Ending Dates of the Lease;
(iii) that the Lease is unmodified and in full effect (or in full
effect as modified and stating the date and nature of the
modification);
(iv) whether, to the Answering Party's knowledge, the Asking Party is
in default or whether the Answering Party has any claims or
demands against the Asking Party and, if so, specifying the
Default, claim or demand; and
(v) to other correct and reasonably ascertainable facts that are
covered by the Lease terms.
8.02(b). QUIET ENJOYMENT. If Tenant is not in default, and subject to
---------------------------
the Lease terms and the above encumbrances, Tenant's peaceable and quiet
enjoyment of the Premises shall not be disturbed.
SECTION 9 - LANDLORD'S RIGHTS
-----------------------------
9.01. RULES. Tenant, its employees and invitees, shall comply (following
-------------
a reasonable time after receipt in writing thereof by Tenant) with any rules and
reasonable modifications and additions to rules adopted by Landlord that do not
unreasonably and materially interfere with Tenant's conduct of its business or
Tenant's use and enjoyment of the Premises and that are delivered to Tenant in
writing.
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<PAGE>
9.02. MECHANICS LIENS.
-----------------------
9.02(a). DISCHARGE LIEN. Tenant shall, within twenty (20) days after
--------------------------
receiving notice of any mechanic's lien for material or work claimed to have
been furnished to the Premises on Tenant's behalf and at Tenant's request:,
(i) discharge the lien; or
(ii) post a bond equal to the amount of the disputed claim with
companies reasonably satisfactory to Landlord.
9.02(b). LANDLORD'S DISCHARGE. If Tenant does not discharge the lien or
--------------------------------
post the bond within the twenty (20) day period, Landlord may pay any amounts,
including interest and legal fees, to discharge the lien. Tenant shall then be
liable to Landlord for the amounts paid by Landlord.
9.03. RIGHT TO ENTER.
----------------------
9.03(a). PERMITTED ENTRIES. Landlord and its agents, servants and
-----------------------------
employees may enter the Premises at reasonable times, and at any time in an
emergency, without charge, liability or abatement of Rent, to:
(i) examine the Premises;
(ii) make repairs, alterations, improvements, and additions either
required by this Lease or advisable to preserve the integrity,
safety and good order of part or all of the Premises or
Building;
(iii) provide janitorial and other services required by this Lease;
(iv) comply with Applicable Laws;
(v) show the Premises to prospective lenders or purchasers and,
during the ninety (90) days immediately before this Lease ends,
to prospective tenants, accompanied, if requested by Tenant, by
a Tenant representative;
(vi) post notices of nonresponsibility;
(viii) remove any Alterations made by Tenant in violation of this
Lease.
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<PAGE>
9.04. HOLDOVER.
----------------
9.04(a). HOLDOVER STATUS. If Tenant continues occupying the Premises
---------------------------
after the Term ends ("Holdover") then:
(i) if the Holdover is with Landlord's written consent, this Lease
shall be a tenancy from month-to-month, terminable on thirty
(30) days advance written notice by either party;
(ii) if the Holdover is without Landlord's written consent, then
Tenant shall be a tenant-at-sufferance. Tenant shall pay by the
first day of each month 150% of the amount of Rent due in the
last full month immediately preceding the Holdover period and
shall be liable for any damages suffered by Landlord because of
Tenant's Holdover, as well as any other remedies permitted by
law.
9.05. SIGNS.
-------------
9.05(a). PERMITTED SIGNS. Landlord shall provide Tenant, at Landlord's
---------------------------
expense, the following listings and signs:
(i) Appropriate floor directories;
(ii) A sign on the exterior wall or door of the Premises inside the
Building.
9.05(b). NONPERMITTED SIGNS. Other than the signs and listings permitted
------------------------------
in paragraph 9.05(a), Tenant shall not place or have placed any other signs,
listings, advertisements or any other notices anywhere else in the Building.
SECTION 10 - MISCELLANEOUS
--------------------------
10.01. BROKER'S WARRANTY. The parties warrant that they have not dealt
--------------------------
with any broker with respect to this Lease. The party who breaches this
warranty shall defend, hold harmless and indemnify the nonbreaching party from
any claims or liability arising from the breach.
10.02. ATTORNEYS' FEES. In any litigation between the parties regarding
------------------------
this Lease, the losing party shall pay to the prevailing party all reasonable
expenses and court costs (including attorneys' fees) incurred by the prevailing
party. A party shall be considered the prevailing party if:
(i) it initiated the litigation and substantially obtains the relief
it sought, either through a judgment or the losing party's
voluntary action before arbitration (after
-22-
<PAGE>
it is scheduled), trial or judgment;
(ii) the other party withdraws its action without substantially
obtaining the relief it sought; or
(iii) it did not initiate the litigation and judgment is entered for
either party, but without substantially granting the relief
sought.
10.03. NOTICES. Unless a Lease provision expressly authorizes verbal
----------------
notice, all notices under this Lease shall be in writing and sent by registered
or certified mail, postage prepaid, as follows:
To Tenant:
Nationwide Financial Services, Inc.
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Attn: President
To Landlord:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Attn: Properties Development - Leasing
Either party may change these persons or addresses by giving notice as
provided above. Tenant shall also give required notices to Landlord's mortgagee
after receiving written notice from Landlord of the mortgagee's name and
address. Notice shall be considered given and received on the latest original
delivery or attempted delivery date as indicated on the postage receipt(s) of
all persons and addresses to which notice is to be given.
10.04. PARTIAL INVALIDITY. If any Lease provision is invalid or
---------------------------
unenforceable to any extent, then that provision and the remainder of this Lease
shall continue in effect and be enforceable to the fullest extent permitted by
law.
10.05. WAIVER. The failure of either party to exercise any of its rights
---------------
is not a waiver of those rights. A party waives only those rights specified in
writing and signed by the party waiving its rights.
10.06. RECORDING. Recording of this Lease is prohibited except as allowed
------------------
in this paragraph. At the request of either party, the parties shall promptly
execute and record, at the
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<PAGE>
cost of the requesting party, a short form memorandum describing the Premises
and stating this Lease's Term, its Beginning and Ending Dates, and other
information the parties agree to include.
10.07. SURVIVAL OF REMEDIES. The parties' remedies shall survive the
-----------------------------
ending of this Lease when the ending is caused by the Default of the other
party.
10.08. AUTHORITY OF PARTIES. Each party warrants that (a) it is
-----------------------------
authorized to enter into this Lease, (b) that the person signing on its behalf
is duly authorized to execute this Lease and that no other signatures are
necessary, (c) no consents or approvals are necessary with respect to the
effectiveness of this transaction and (d) this lease is the legal, valid and
binding obligation of such party.
10.09. BUSINESS DAYS. Business days means Monday through Friday
----------------------
inclusive, excluding holidays identified at paragraph 3.02(b). Throughout this
Lease, wherever "days" are used, the term shall refer to calendar days.
Wherever the term "business days" is used, the term shall refer to business
days.
10.10. ENTIRE AGREEMENT. This Lease contains the entire agreement between
-------------------------
the parties with respect the Premises and Building.
10.11. AMENDMENTS AND MODIFICATIONS. This Lease shall be modified only
-------------------------------------
by a writing signed by both parties.
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<PAGE>
10.11. DEFINITION OF LEASE. This Lease includes Exhibits A - C attached.
----------------------------
LANDLORD
NATIONWIDE MUTUAL INSURANCE
COMPANY
By: __________________________
Its: __________________________
TENANT
NATIONWIDE LIFE INSURANCE COMPANY
By: ____________________________
Its: ____________________________
NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY
By: ____________________________
Its: ____________________________
NATIONWIDE FINANCIAL SERVICES, INC.
By: _____________________________
Its: _____________________________
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<PAGE>
EXHIBIT A
---------
DESCRIPTION OF PREMISES
-----------------------
<PAGE>
EXHIBIT 10.8
Nationwide Financial Services, Inc.
1996 Long-Term Equity
Compensation Plan
December 1996
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Contents
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Article 1. Establishment, Objectives, and Duration 1
Article 2. Definitions 1
Article 3. Administration 4
Article 4. Shares Subject to the Plan and Maximum Awards 5
Article 5. Eligibility and Participation 6
Article 6. Stock Options 6
Article 7. Stock Appreciation Rights 8
Article 8. Restricted Stock 9
Article 9. Performance Units and Performance Shares 10
Article 10. Performance Measures 12
Article 11. Beneficiary Designation 12
Article 12. Deferrals 13
Article 13. Rights of Employees 13
Article 14. Change in Control 13
Article 15. Amendment, Modification, and Termination 14
Article 16. Withholding 14
Article 17. Indemnification 15
Article 18. Successors 15
Article 19. Legal Construction 15
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Nationwide Financial Services, Inc. 1996 Long-Term
Equity Compensation Plan
Article 1. Establishment, Objectives, and Duration
1.1. ESTABLISHMENT OF THE PLAN. Nationwide Financial Services, Inc., a
Delaware corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive compensation plan to be known as the "Nationwide
Financial Services, Inc. 1996 Long-Term Equity Compensation Plan" (hereinafter
referred to as the "Plan"), as set forth in this document and individual award
agreements setting forth certain terms and conditions applicable to awards
granted under the Plan. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares and Performance Units.
Subject to approval by the Company's stockholders, the Plan shall become
effective as of December 11, 1996 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.
1.2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of the Company through incentives which are
consistent with the Company's goals and which link the personal interests of
Participants to those of the Company's stockholders; to provide Participants
with an incentive for excellence in individual performance; and to promote
teamwork among Participants.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants to
share in the success of the Company.
1.3. DURATION OF THE PLAN. The Plan shall commence on the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 15 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Award be granted under the Plan on or after December 11, 2006.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:
2.1. "AFFILIATE" means Nationwide Mutual Insurance Company, Nationwide
Mutual Fire Insurance Company, EMPLOYERS INSURANCE OF WAUSAU A Mutual Company,
Farmland Mutual Insurance Company, and the Subsidiaries of each such company,
other than the Company.
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2.2. "AWARD" means, individually or collectively, a grant under this Plan
of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Shares or Performance Units.
2.3. "AWARD AGREEMENT" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.
2.4. "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.
2.5. "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Nationwide Financial Services, Inc.
2.6. "CHANGE IN CONTROL" will be deemed to have occurred as of the first
day any one (1) or more of the following paragraphs shall have been satisfied:
(a) At any times when Nationwide Mutual Insurance Company and its
Subsidiaries cease to be the Beneficial Owner, directly or indirectly, of
securities of the Company representing fifty and one-tenth percent (50.1%) or
more of the combined voting power of the Company's then outstanding
securities; or
(b) The stockholders of the Company approve: (i) a plan of complete
liquidation of the Company; or (ii) an agreement for the sale or disposition
of all or substantially all the Company's assets.
2.7. "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
2.8. "COMMITTEE" means the Compensation Committee of the Board, as
specified in Article 3 herein, or such other Committee appointed by the Board to
administer the Plan with respect to grants of Awards.
2.9. "COMPANY" means Nationwide Financial Services, Inc., a Delaware
corporation, including any and all of its Subsidiaries, and any successor
thereto as provided in Article 18 herein.
2.10. "DIRECTOR" means any individual who is a member of the Board of
Directors of a member of Enterprise.
2.11. "DISABILITY" shall have the meaning ascribed to such term in the
employee health care plan maintained by the Participant's employer, or if no
such plan exists, at the discretion of the Committee.
2.12. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
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2.13. "EMPLOYEE" means any employee of the Enterprise. Directors who are
not employed by the Enterprise shall not be considered Employees under this
Plan.
2.14. "ENTERPRISE" means the Company and the Affiliates.
2.15. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.
2.16. "FAIR MARKET VALUE" shall be equal to the closing sale price of a
Share on the principal securities exchange on which the Shares are traded or, if
there is no such sale on the relevant date, then on the last previous day on
which a sale was reported.
2.17. "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.
2.18. "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
granted under Article 6 herein and which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.
2.19. "INSIDER" shall mean an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.
2.20. "NAMED EXECUTIVE OFFICER" means a Participant who, as of the date of
vesting and/or payout of an Award, as applicable, is one of the group of
"covered employees," as defined in the regulations promulgated under Code
Section 162(m), or any successor statute.
2.21. "NONEMPLOYEE DIRECTOR" shall have the meaning ascribed to such term
in Rule 16b-3 of the Exchange Act.
2.22. "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.
2.23. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.
2.24. "OPTION PRICE" means the price at which a Share may be purchased
by a Participant pursuant to an Option.
2.25. "PARTICIPANT" means an Employee or Director who has outstanding an
Award granted under the Plan.
2.26. "PERFORMANCE-BASED EXCEPTION" means the performance-based
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exception from the tax deductibility limitations of Code Section 162(m).
2.27. "PERFORMANCE SHARE" means an Award granted to a Participant, as
described in Article 9 herein.
2.28. "PERFORMANCE UNIT" means an Award granted to a Participant, as
described in Article 9 herein.
2.29. "PERIOD OF RESTRICTION" means the period during which the transfer
of Shares of Restricted Stock is limited in some way (based on the passage of
time, the achievement of performance goals, or upon the occurrence of other
events as determined by the Committee, at its discretion), and the Shares are
subject to a substantial risk of forfeiture, as provided in Article 8 herein.
2.30. "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof.
2.31. "RESTRICTED STOCK" means an Award granted to a Participant pursuant
to Article 8 herein.
2.32. "RETIREMENT" means a Participant's termination of employment with
all members of the Enterprise on or after the date on which he or she shall
have:
(a) Attained Normal Retirement Age,
(b) Attained age 55 and completed 180 Months of Vesting Service; or
(c) Attained age 62 and completed 60 Months of Vesting Service, whichever
is earliest.
For purposes of this Section, Normal Retirement Age and Months of Vesting
Service shall have the meanings assigned to them in the Nationwide Insurance
Enterprise Retirement Plan.
2.33. "SHARES" means the shares of Class A Common Stock of the Company, no
par value.
2.34. "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone or
in connection with a related Option, designated as an SAR, pursuant to the terms
of Article 7 herein.
2.35. "SUBSIDIARY" means any corporation in which an organization owns
directly, or indirectly through subsidiaries, at least fifty percent (50%) of
the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the
organization owns at least fifty percent (50%) of the combined equity thereof.
2.36. "TANDEM SAR" means an SAR that is granted in connection with a
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related Option pursuant to Article 7 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the related Option (and when a
Share is purchased under the Option, the Tandem SAR shall similarly be
canceled).
Article 3. Administration
3.1. THE COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board, or by any other Committee appointed by the Board. The
members of the Committee shall be Nonemployee Directors and shall be appointed
from time to time by, and shall serve at the discretion of, the Board of
Directors.
3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Employees who
shall participate in the Plan; determine the sizes and types of Awards;
determine the terms and conditions of Awards in a manner consistent with the
Plan; construe and interpret the Plan and any agreement or instrument entered
into under the Plan as they apply to Employees; establish, amend, or waive rules
and regulations for the Plan's administration as they apply to Employees; and
(subject to the provisions of Article 15 herein) amend the terms and conditions
of any outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan. Further, the Committee
shall make all other determinations which may be necessary or advisable for the
administration of the Plan, as the Plan applies to Employees. As permitted by
law, the Committee may delegate its authority as identified herein.
3.3. DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, Directors, Employees, Participants, and
their estates and beneficiaries.
Article 4. Shares Subject to the Plan and Maximum Awards
4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be two million six hundred
thousand (2,600,000). The Committee shall determine the appropriate methodology
for calculating the number of shares issued pursuant to the Plan.
Unless and until the Committee determines that an Award to a Named Executive
Officer shall not be designed to comply with the Performance-Based Exception,
the following rules shall apply to grants of such Awards under the Plan:
(a) STOCK OPTIONS: The maximum aggregate number of Shares that may be
granted in the form of Stock Options, pursuant to any Award granted
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in any one fiscal year to any one Participant shall be one hundred thousand
(100,000).
(b) SARS: The maximum aggregate number of Shares that may be subject to
Stock Appreciation Rights, pursuant to any Award granted in any one fiscal
year to any one Participant shall be one hundred thousand (100,000).
(c) RESTRICTED STOCK: The maximum aggregate grant with respect to Awards of
Restricted Stock granted in any one fiscal year to any one Participant shall
be one hundred thousand (100,000) Shares.
(d) PERFORMANCE SHARES/PERFORMANCE UNITS: The maximum aggregate payout with
respect to Awards of Performance Shares or Performance Units granted in any
one fiscal year to any one Participant shall be the value of one hundred
thousand (100,000) Shares at the end of the Performance Period.
4.2. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under
Section 4.1, in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Plan, and in the Award limits set forth in
subsections 4.1(a) and 4.1(b), as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that the number of Shares subject to
any Award shall always be a whole number.
Article 5. Eligibility and Participation
5.1. ELIGIBILITY. Persons eligible to participate in this Plan include all
Employees of the Enterprise, including Employees who are members of the Board,
and all Directors.
5.2. ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees and
Directors, those to whom Awards shall be granted and shall determine the nature
and amount of each Award.
Article 6. Stock Options
6.1. GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee.
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6.2. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO whose grant is intended not to fall under the provisions of Code Section
422.
6.3. OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.
6.4. DURATION OF OPTIONS. Each Option granted to an Employee shall expire
at such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
6.5. EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
set forth in the Award Agreement and as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.
Options which are intended to be ISOs within the meaning of Code Section 422
shall be subject to the limitation set forth in Code Section 422(d).
6.6. PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the Company
in full either: (a) in cash or its equivalent, or (b) by tendering previously
acquired Shares having an aggregate Fair Market Value at the time of exercise
equal to the total Option Price (provided that the Shares which are ten dered
must have been held by the Participant for at least six (6) months prior to
their tender to satisfy the Option Price), or (c) by a combination of (a) and
(b).
The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Committee determines to be consistent with the
Plan's purpose and applicable law.
Subject to any governing rules or regulations, as soon as practicable after
receipt of a written notification of exercise and full payment, the Company
shall deliver to the Participant, in the Participant's name, Share certificates
in an appropriate amount based upon the number of Shares purchased under the
Option(s).
6.7. RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
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granted under this Article 6 as it may deem advisable and as are set forth in
the Award Agreement, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of any stock exchange
or market upon which such Shares are then listed and/or traded, and under any
blue sky or state securities laws applicable to such Shares.
6.8. TERMINATION OF EMPLOYMENT. Each Participant's Option Award Agreement
shall set forth the extent to which the Participant shall have the right to
exercise the Option following termination of the Participant's employment with
the Company. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for termination of
employment.
6.9. NONTRANSFERABILITY OF OPTIONS.
(a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.
(b) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
Participant's Award Agreement, no NQSO granted under this Article 6 may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant's Award Agreement, all NQSOs granted to
a Participant under this Article 6 shall be exercisable during his or her
lifetime only by such Participant.
Article 7. Stock Appreciation Rights
7.1. GRANT OF SARs. Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant Freestanding SARs, Tandem
SARs, or any combination of these forms of SAR.
The Committee shall have complete discretion in determining the number of SARs
granted to each Participant (subject to Article 4 herein) and, consistent with
the provisions of the Plan, in determining the terms and conditions pertaining
to such SARs.
The grant price of a Freestanding SAR shall equal the Fair Market Value of a
Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.
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7.2. EXERCISE OF TANDEM SARs. Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.
Notwithstanding any other provision of this Plan to the contrary, with respect
to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will
expire no later than the expiration of the underlying ISO; (ii) the value of the
payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Price of the underlying ISO
and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Option
Price of the ISO.
7.3. EXERCISE OF FREESTANDING SARs. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them and sets forth in the Award Agreement.
7.4. SAR AGREEMENT. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Committee shall determine.
7.5. TERM OF SARs. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.
7.6. PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:
(a) The difference between the Fair Market Value of a Share on the date of
exercise over the grant price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof.
7.7. TERMINATION OF EMPLOYMENT. Each SAR Award Agreement shall set forth
the extent to which the Participant shall have the right to exercise the SAR
following termination of the Participant's employment with the Enterprise. Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination of employment.
7.8. NONTRANSFERABILITY OF SARs. Except as otherwise provided in a
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Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.
Article 8. Restricted Stock
8.1. GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Committee shall
determine.
8.2. RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.
8.3. TRANSFERABILITY. Except as provided in this Article 8, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee and specified in the Restricted Stock
Award Agreement, or upon earlier satisfaction of any other conditions, as
specified by the Committee in its sole discretion and set forth in the
Restricted Stock Award Agreement. All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be available during his or
her lifetime only to such Participant.
8.4. OTHER RESTRICTIONS. Subject to Article 11 herein, the Committee shall
impose such other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable and as are set forth
in the Award Agreement including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock,
restrictions based upon the achievement of specific performance goals (Company-
wide, divisional, and/or individual), time-based restrictions on vesting
following the attainment of the performance goals, and/or restrictions under
applicable Federal or state securities laws.
The Company shall retain the certificates representing Shares of Restricted
Stock in the Company's possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied.
Except as otherwise provided in this Article 8, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the applicable Period of
Restriction.
8.5. VOTING RIGHTS. During the Period of Restriction, Participants holding
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Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.
8.6. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the underlying Shares
while they are so held. The Committee may apply any restrictions to the
dividends that the Committee deems appropriate and as are set forth in the Award
Agreement. Without limiting the generality of the preceding sentence, if the
grant or vesting of Restricted Shares granted to a Named Executive Officer is
designed to comply with the requirements of the Performance-Based Exception, the
Committee may apply any restrictions it deems appropriate to the payment of
dividends declared with respect to such Restricted Shares, such that the
dividends and/or the Restricted Shares maintain eligibility for the Performance-
Based Exception.
8.7. TERMINATION OF EMPLOYMENT. Each Restricted Stock Award Agreement
shall set forth the extent to which the Participant shall have the right to
receive unvested Restricted Shares following termination of the Participant's
employment with the Company. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with each Participant, need not be uniform among all Shares of Restricted
Stock issued pursuant to the Plan, and may reflect distinctions based on the
reasons for termination of employment; provided, however that, except in the
cases of terminations connected with a Change in Control and terminations by
reason of death or Disability, the vesting of Shares of Restricted Stock which
qualify for the Performance-Based Exception and which are held by Named
Executive Officers shall occur at the time they otherwise would have, but for
the employment termination.
Article 9. Performance Units and Performance Shares
9.1. GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms of the Plan,
Performance Units and/or Performance Shares may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee and as shall be set forth in the Award
Agreement.
9.2. VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have
an initial value that is established by the Committee at the time of grant. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant. The Committee shall set performance goals in its
discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Units/Shares that will be paid out to the
Participant. For purposes of this Article 9, the time period during which the
performance goals must be met shall be called a "Performance Period."
9.3. EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of this
Plan,
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after the applicable Performance Period has ended, the holder of Performance
Units/Shares shall be entitled to receive payout on the number and value of
Performance Units/Shares earned by him or her over the Performance Period, to be
determined as a function of the extent to which the corresponding performance
goals have been achieved.
9.4. FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/ SHARES. Payment of
earned Performance Units/Shares shall be made in a single lump sum follow ing
the close of the applicable Performance Period. Subject to the terms of this
Plan, the Committee, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash or in Shares (or in a combination thereof)
which have an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance Period. Such
Units/Shares may be granted subject to any restrictions deemed appropriate by
the Committee and set forth in the Award Agreement.
At the discretion of the Committee, Participants may be entitled to receive
any dividends declared with respect to Shares which have been earned in
connection with grants of Performance Units and/or Performance Shares which have
been earned, but not yet distributed to Participants (such dividends shall be
subject to the same accrual, forfeiture, and payout restrictions as apply to
dividends earned with respect to Shares of Restricted Stock, as set forth in
Section 8.6 herein). In addition, Participants may, at the discretion of the
Committee, be entitled to exercise their voting rights with respect to such
Shares.
9.5. TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
Unless determined otherwise by the Committee and set forth in the Participant's
Award Agreement, in the event the employment of a Participant is terminated by
reason of death, Disability, or Retirement during a Performance Period, the
Participant shall receive a payout of the Performance Units/Shares which is
prorated, as specified by the Committee in its discretion.
Payment of earned Performance Units/Shares shall be made at a time specified
by the Committee in its sole discretion and set forth in the Participant's Award
Agreement. Notwithstanding the foregoing, with respect to Named Executive
Officers who retire during a Performance Period, payments shall be made at the
same time as payments are made to Participants who did not terminate employment
during the applicable Performance Period.
9.6. TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event that a
Participant's employment terminates for any reason other than those reasons set
forth in Section 9.5 herein, all Performance Units/Shares shall be forfeited by
the Participant to the Company unless determined otherwise by the Committee, as
set forth in the Participant's Award Agreement.
9.7. NONTRANSFERABILITY. Except as otherwise provided in a Participant's
Award Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in
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a Participant's Award Agreement, a Participant's rights under the Plan shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's legal representative.
Article 10. Performance Measures
Unless and until the Committee proposes for shareholder vote and shareholders
approve a change in the general performance measures set forth in this Article
10, the attainment of which may determine the degree of payout and/or vesting
with respect to Awards to Named Executive Officers which are designed to qualify
for the Performance-Based Exception, the performance measure(s) to be used for
purposes of such grants shall be chosen from among earnings per share, economic
value added, market share (actual or targeted growth), net income (before or
after taxes), operating income, return on assets (actual or targeted growth),
return on capital (actual or targeted growth), return on equity (actual or
targeted growth), return on investment (actual or targeted growth), revenue
(actual or targeted growth), share price, stock price growth, or total
shareholder return.
The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the preestablished performance goals; provided, however,
that Awards which are designed to qualify for the Performance-Based Exception,
and which are held by Named Executive Officers, may not be adjusted upward (the
Committee shall retain the discretion to adjust such Awards downward).
In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing performance measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards which shall not qualify for the Performance-Based Exception, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).
Article 11. Beneficiary Designation
Each Participant under the Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Nationwide Financial Services, Inc., and will be effective only when filed by
the Participant in writing with the Company's Compensation Officer during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.
13
<PAGE>
Article 12. Deferrals
The Committee may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option or SAR, the lapse
or waiver of restrictions with respect to Restricted Stock, or the satisfaction
of any requirements or goals with respect to Performance Units/Shares. If any
such deferral election is required or permitted, the Committee shall, in its
sole discretion, establish rules and procedures for such payment deferrals.
Article 13. Rights of Employees
13.1. EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.
13.2. PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.
Article 14. Change in Control
14.1. TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges:
(a) Any and all Options and SARs granted hereunder shall become immediately
exercisable, and shall remain exercisable throughout their entire term;
(b) Any restriction periods and restrictions imposed on Restricted Shares
shall lapse;
(c) The target payout opportunities attainable under all outstanding Awards
of Restricted Stock, Performance Units and Performance Shares shall be deemed
to have been fully earned for the entire Performance Period(s) as of the
effective date of the Change in Control. The vesting of all Awards denominated
in Shares shall be accelerated as of the effective date of the Change in
Control, and there shall be paid out in cash to Participants within thirty
(30) days following the effective date of the Change in Control a pro rata
amount based upon an assumed achievement of all relevant performance goals and
upon the length of time within the Performance Period which has elapsed prior
to the Change in Control.
14
<PAGE>
14.2. TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 14 may not be terminated,
amended, or modified on or after the date of a Change in Control to affect
adversely any Award theretofore granted under the Plan without the prior written
consent of the Participant with respect to said Participant's outstanding
Awards; provided, however, the Board of Directors, upon recommendation of the
Committee, may terminate, amend, or modify this Article 14 at any time and from
time to time prior to the date of a Change in Control. This Section 14.2 shall
not operate to reduce any rights granted to a Participant under Section 15.3.
Article 15. Amendment, Modification, and Termination
15.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part; provided, however, that no amendment which requires shareholder
approval in order for the Plan to continue to comply with Rule 16b-3 under the
Exchange Act, including any successor to such Rule, shall be effective unless
such amendment shall be approved by the requisite vote of shareholders of the
Company entitled to vote thereon.
15.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan; provided that no such adjustment
shall be authorized to the extent that such authority would be inconsistent with
the Plan's meeting the requirements of Section 162(m) of the Code, as from time
to time amended.
15.3. AWARDS PREVIOUSLY GRANTED. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.
15.4. COMPLIANCE WITH CODE SECTION 162(M). At all times when Code Section
162(m) is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Committee determines that such compliance is not desired with respect to any
Award or Awards available for grant under the Plan, then compliance with Code
Section 162(m) will not be required. In addition, in the event that changes are
made to Code Section 162(m) to permit greater flexibility with respect to any
Award or Awards available under the Plan, the Committee may, subject to this
Article 15, make any adjustments it deems appropriate.
15
<PAGE>
Article 16. Withholding
16.1. TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.
16.2. SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the transaction.
All such elections shall be irrevocable, made in writing, signed by the
Participant, and shall be subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.
Article 17. Indemnification
Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company to the fullest
extent permitted by Delaware law against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgement in any such
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification is subject to the person having been
successful in the legal proceedings or having acted in good faith and what is
reasonably believed to be a lawful manner in the Company's best interests. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Incorporation of Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.
Article 18. Successors
All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
16
<PAGE>
Article 19. Legal Construction
19.1. GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
19.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
19.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
19.4. SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions or Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
plan or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.
19.5. GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the state of Delaware.
IN WITNESS WHEREOF, this document has been duly executed by Nationwide Financial
Services, Inc.
NATIONWIDE FINANCIAL SERVICES, INC.
By:_________________________________
Attest:
__________________________________________
17
<PAGE>
Nationwide Financial Services, Inc.
1996 Long-Term Equity Compensation Plan
[Nonqualified/Incentive] Stock Option Award Agreement
Dear ________________:
Congratulations on your selection as a Participant in the Nationwide Financial
Services, Inc. Long-Term Equity Compensation Plan (the "Plan"). This Agreement
provides a brief summary of your rights under the Plan.
The Plan provides a complete detail of all of your rights under the Plan and
this Agreement, as well as all of the conditions and limitations affecting such
rights. If there is any inconsistency between the terms of this Agreement and
the terms of the Plan, the Plan's terms shall completely supersede and replace
the conflicting terms of this Agreement.
The options granted to you under this Agreement are ["NONQUALIFIED/ INCENTIVE"]
options, as defined in the Plan. Accordingly, [ADD LIMITATIONS HERE, IF AN
"INCENTIVE" OPTION.]
Overview of Your Stock Option
1. NUMBER OF SHARES GRANTED UNDER THESE OPTIONS: ___________________
2. DATE OF GRANT: __________________________________________________
3. EXERCISE PRICE: [$ FMV]
_________________________________________________
4. OPTION TERM: The Options have been granted for a period of ten years from the
Date of Grant (the "Option Term").
5. VESTING AND EXERCISE OF OPTIONS: Options do not provide you with any rights
or interests therein until they vest and become exercisable in accordance
with the following:
(a) Upon your termination of employment due to death or disability.
(b) Upon your termination of employment with the Enterprise due to
Retirement.
(c) At the sole discretion of the Committee, upon your termination of
employment by reason of dismissal for the convenience of the Enterprise
or your termination of employment (other than your Retirement) coincident
with the receipt of benefits under a funded or unfunded retirement plan
or arrangement of the Enterprise.
(d) One-third of the stock subject thereto, on a cumulative basis, on each of
the first, second, and third anniversaries of the Date of Grant, provided
you have continued in the employment of the Enterprise through such
anniversary or anniversaries.
Options which are exercisable at the time of termination of employment
continue to be exercisable until terminated as described in paragraph 7
below.
<PAGE>
Options which are not and do not become exercisable at the time of your
termination of employment shall, coincident therewith, terminate and be of no
force or effect.
6. HOW TO EXERCISE: The Options hereby granted shall be exercised by written
notice to the Company's Compensaton Officer, specifying the number of shares
you then desire to purchase, which may not be fewer than twenty-five (25),
together with a check payable to the order of Nationwide Financial Services,
Inc. for an amount in United States dollars equal to the option price of such
shares or, if the Committee permits, shares of Common Stock having an
aggregate fair market value (as of the trading date immediately preceding the
date of exercise) equal to such option price, or a combination of cash and
such shares.
As soon as practicable after receipt of such written notification and
payment, the Company shall issue or transfer to you the number of shares with
respect to which such Options shall be so exercised and shall, upon receipt
of applicable withholding taxes, deliver to you a certificate or certificate
thereof, registered in your name.
7. TERMINATION OF OPTIONS: The Options, which become exercisable as provided in
paragraph 5 above, shall terminate and be of no force or effect as follows:
(a) If your employment with the Enterprise terminates during the Option Term
by reason of death or Disability, the Options terminate and have no force
or effect one year after the date of death or Disability;
(b) If your employment with the Enterprise terminates during the Option Term
by reason of retirement, the Options terminate and have no force or
effect upon the earlier of five (5) years after termination of employment
or the expiration of the option term;
(c) If your employment with the Enterprise terminates during the Option Term
due to your dismissal for the convenience of the Enterprise, the Options
terminate and have no force of effect on the expiration of three (3)
months after your termination, as may be determined at the sole
discretion of the Committee, but in no event later than the expiration of
the Option Term;
(d) If your employment with the Enterprise terminates during the Option Term
for any other reason, the Options terminate and have no force or effect
upon the expiration of three (3) months after your termination of
employment or the expiration of the Option Term, whichever occurs first;
and
(e) If you continue in the employ of the Company through the Option Term, the
Options terminate and have no force or effect upon the expiration of the
Option Term.
8. CHANGE IN CONTROL: In the event of a Change in Control, all Options under
this Agreement shall become immediately vested 100 percent, and shall remain
exercisable for their entire term.
9. WHO CAN EXERCISE: During your lifetime the Options shall be exercisable only
by you. No assignment or transfer of the Options, whether voluntary or
involuntary, by
<PAGE>
operation of law or otherwise, except by will or the laws of descent and
distribution or pursuant to a domestic relations order, shall vest in the
assignee or transferee any interest whatsoever.
Please refer any questions you may have regarding your stock options to the
Company's Compensation Officer. Once again, congratulations on receipt of your
stock option.
Sincerely,
Nationwide Financial Services, Inc.
- -----------------------------------
Please acknowledge your agreement to participate in the Plan and this Agreement,
and to abide by all of the governing terms and provisions, by signing the
following representation:
AGREEMENT TO PARTICIPATE
By signing a copy of this Agreement and returning it to the Compensation Officer
of the Company, I acknowledge that I have read the Plan, and the I fully
understand all of my rights under the Plan, as well as all of the terms and
conditions which may limit my eligibility to exercise this option. Without
limiting the generality of the preceding sentence, I understand that my right to
exercise these options are conditioned upon my continued employment with the
Enterprise.
-----------------------------
Participant
<PAGE>
Nationwide Financial Services, Inc.
1996 Long-Term Equity Compensation Plan
Restricted Stock Award
Dear _____________:
Congratulations on your selection as a Participant in the Nationwide Financial
Services, Inc. Long-Term Equity Compensation Plan (the "Plan").
The Plan provides a complete detail of all of your rights under the Plan and
this Agreement, as well as all of the conditions and limitations affecting such
rights. If there is any inconsistency between the terms of this Agreement and
the terms of the Plan, the Plan's terms shall completely supersede and replace
the conflicting terms of this Agreement.
The following shares of Restricted Stock are being awarded under the Plan, the
terms of which shall govern this grant.
Overview of Your Shares of Restricted Stock
NUMBER OF RESTRICTED SHARES GRANTED: ___________________________________
DATE OF GRANT: _____________________________
DATE(S) OF LAPSE OF RESTRICTIONS: ______________________________________
________________________________________________________________________
________________________________________________________________________
1. EMPLOYMENT BY THE ENTERPRISE. This Restricted Stock is awarded on the
condition that the Participant remain in the employ of the Company and the
Affiliates (the "Enterprise") from the Date of Grant through (and including) the
Date(s) of Lapse of Restrictions. The Award of this Restricted Stock, however,
shall not impose upon the Enterprise any obligation to retain the Participant in
its employ for any given period or upon any specific terms of employment.
<PAGE>
2. CERTIFICATE LEGEND. Each certificate representing Shares of Restricted
Stock granted pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Nationwide
Financial Services, Inc. Long-Term Equity
Compensation Plan and in a Restricted Stock
Agreement. A copy of the Plan and such Restricted
Stock Agreement may be obtained from the Secretary of
Nationwide Financial Services, Inc."
3. REMOVAL OF RESTRICTIONS. Except as otherwise provided in the Plan, one
hundred percent (100%) of the _______ Shares of Restricted Stock granted under
this Agreement shall become freely transferable by the Participant on the
"Date(s) of Lapse of Restrictions" set forth on page 1 herein.
Once the shares are released from the restrictions, the Participant shall be
entitled to receive certificates representing the Shares of stock which have
vested, and to have the legend required by Paragraph 2 of this Agreement removed
from his or her Common Stock certificate.
4. VOTING RIGHTS AND DIVIDENDS. During the Period of Restriction, the
Participant may exercise full voting rights and is entitled to receive all
dividends and other distributions paid with respect to the Shares of Restricted
Stock while they are held. If any such dividends or distributions are paid in
shares of Common Stock of the Company, the Shares shall be subject to the same
restrictions on transferability as the Shares of Restricted Stock with respect
to which they were paid.
5. TERMINATION OF EMPLOYMENT BY REASON OF DEATH, DISABILITY, RETIREMENT,
AND VESTING IN CONNECTION WITH A CHANGE IN CONTROL. In the event the
Participant's employment is terminated by reason of death, Disability,
Retirement, or in the event of a Change in Control prior to the Date(s) of Lapse
of Restrictions, all Shares of Restricted Stock then outstanding shall
immediately vest one hundred percent (100%), and as soon as is administratively
practicable, the stock certificates representing the Shares of Restricted Stock
without any restrictions or legend thereon, shall be delivered to the
Participant or the Participant's beneficiary or estate.
6. TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the event the
Participant's employment is terminated for reasons other than those described in
Section 5 herein prior to the Date(s) of the Lapse of Restrictions, all
outstanding Shares of unvested Restricted Stock granted hereunder shall
immediately be forfeited by the Participant.
<PAGE>
7. TRANSFERABILITY. This Restricted Stock is not transferable by the
Participant, whether voluntarily or involuntarily, by operation of law or
otherwise, during the Restriction Period, except as provided in the Plan. If any
assignment, pledge, transfer, or other disposition, voluntary or involuntary, of
this Restricted Stock shall be made, or if any attachment, execution,
garnishment, or lien shall be issued against or placed upon the Restricted
Stock, then the Participant's right to the Restricted Stock shall immediately
cease and terminate and the Participant shall promptly forfeit to the Company
all Restricted Stock awarded under this Agreement.
Please refer any questions you may have regarding your shares of Restricted
Stock to the Company's Compensation Officer. Once again, congratulations on
receipt of your Restricted Stock.
Sincerely,
Nationwide Financial Services, Inc.
___________________________________
Please acknowledge your agreement to participate in the Plan and this Agreement
and to abide by all of the governing terms and provisions, by signing the
following representation:
AGREEMENT TO PARTICIPATE
By signing a copy of this Agreement and returning it to the Compensation
Officer of the Company, I acknowledge that I have read the Plan, and that I
fully understand all of my rights under the Plan, as well as all of the
terms and conditions which may limit my eligibility to receive these Shares
of Restricted Stock. Without limiting the generality of the preceding
sentence, I understand that my right to transfer these Shares of Restricted
Stock is conditioned upon my continued employment or other applicable
restrictions with the Enterprise.
___________________________________
Participant
<PAGE>
EXHIBIT 10.9
NATIONWIDE INSURANCE ENTERPRISE
EXECUTIVE INCENTIVE PLAN
GENERAL DESCRIPTION*
INTRODUCTION
- ------------
Nationwide Mutual Insurance Company and certain of its subsidiaries and
affiliates, including Nationwide Life Insurance Company, maintain the Nationwide
Insurance Enterprise Executive Incentive Plan (the "EIP"). The following is a
general description of the EIP and its provisions.
ELIGIBILITY AND PARTICIPATION
- -----------------------------
Eligibility is limited to elected officers of the participating companies who
are key management employees. Individual eligibility generally commences upon an
employee being hired or assigned into an eligible position. Payments under the
EIP are pro-rated, based upon the time employed in an eligible position during
the final calendar year of each EIP three-year performance cycle. The
performance cycle is defined as the preceding three consecutive calendar years.
GENERAL PROVISIONS
- ------------------
. An annual cash payment opportunity exists under the EIP.
. Payments are earned based on the achievement of several predetermined key
company performance measures that vary according to the business strategy
of the various participating companies and business units.
. The performance measures are generally comprised of profitability and growth
objectives for the relevant business segment of the Nationwide Insurance
Enterprise (the "Enterprise") in which the participant is a member of the
management team. The performance measures are established in advance by
senior management, and approved by the Board of Directors of the
participating company as a part of the operating plan.
. A participant will be granted a target incentive amount that represents a
percentage of the participant's annual base salary at the close of the
performance cycle. Target incentive amounts vary from 5% to 25% of this
annual base salary depending on the participant's position within the
participating company.
. The actual amount received by a participant under the EIP will be determined
solely by the achievement of the performance measures. The extent or degree
of achievement of the performance measure objectives will result in a payment
ranging from zero to twice the target incentive amount. The determination of
the extent of the achievement of the objectives is made by the Enterprise
Management Incentive Committee and the Chairman and Chief Executive Officer
of the Enterprise, and approved by the Board of Directors.
. Payments are made annually before March 15, to those participants who were
employed by the Enterprise on December 31 of the prior year and those who had
retired during the year.
PLAN ADMINISTRATION
- -------------------
The EIP is administered under the auspices of the Enterprise Management
Incentive Committee. The Committee is comprised of key employees who report
directly to the Chairman and Chief Executive Officer of the Enterprise.
* There is no formal written plan document other than this general description.
The performance measures, target incentive amounts and various other provisions
of the EIP are conveyed in writing to the individual participants annually. The
information presented herein is general in nature, and is provided as an
overview of the EIP. Neither the EIP nor this description constitute an
employment contract between the participating companies and any individual. The
participating companies each reserve the right to modify, terminate, or make
exceptions to its participation in the EIP without prior notice to the
participants.
<PAGE>
EXHIBIT 10.10
NATIONWIDE INSURANCE ENTERPRISE
MANAGEMENT INCENTIVE PLAN
GENERAL DESCRIPTION*
INTRODUCTION
- ------------
Nationwide Mutual Insurance Company and certain of its subsidiaries and
affiliates, including Nationwide Life Insurance Company, maintain the Nationwide
Insurance Enterprise Management Incentive Plan (the "MIP"). The following is a
general description of the MIP and its provisions.
ELIGIBILITY AND PARTICIPATION
- -----------------------------
Eligibility is limited to elected officers and certain other key management
employees of the participating companies who have significant impact on
operations and business results of those companies. Eligibility generally
includes all officers of a participating company, and certain other management
employees. Individual eligibility generally commences upon an employee being
hired or assigned into an eligible position. Payments under the MIP are pro-
rated, based upon the time employed in an eligible position during the plan
year. The plan year is defined as the calendar year.
GENERAL PROVISIONS
- ------------------
. An annual cash payment opportunity exists under the MIP.
. Payments are earned based on the achievement of several predetermined key
company and individual performance measures that vary according to the
business strategy of the various participating companies and business units.
. For each participant, the performance measures are generally divided into
three major categories or elements. Those are the Nationwide Insurance
Enterprise (the "Enterprise") element, the business unit element (which may
be comprised of a combination of the relevant operating company and relevant
business unit), and the individual element.
. The Enterprise and business unit performance measures are generally comprised
of profitability, growth, expense management and key strategic objectives.
These performance measures are established in advance by senior management,
and approved by the Board of Directors, of the participating company as a
part of the operating plan.
. The individual performance measures are objectives related to the function of
each participant, are designed to enhance the performance of that
individual's business unit or the Enterprise, and are established in advance
by the participant's manager.
1
<PAGE>
. An opportunity weight is used to determine what value or proportional impact
each element has in the participant's overall payment calculation. The
opportunity weights vary by operating company, business unit and level of
job.
. A participant will be granted a target incentive amount that represents a
percentage of the participant's annual base salary at the close of the plan
year. Target incentive amounts vary from 5% to 15% of annual base salary
depending on the participant's position within the participating company.
. The actual amount received by a participant under the MIP will be determined
solely by the achievement of the performance measures. The extent or degree
of achievement of the performance measure objectives will result in a payment
ranging from zero to twice the target incentive amount. The determination of
the extent of the achievement of the objectives is made by the Nationwide
Insurance Enterprise Management Incentive Committee and the Chairman and
Chief Executive officer of the Enterprise, and approved by the Board of
Directors, with respect to the Enterprise and business unit performance
measures. The determination is made by the responsible member of senior
management with respect to the individual performance measures.
. Payments are made annually before March 15, to those participants who were
employed by a member of the Enterprise on December 31 of the prior year and
those who had retired during that year.
PLAN ADMINISTRATION
- -------------------
The MIP is administered under the auspices of the Nationwide Insurance
Enterprise Management Incentive Committee. The Committee is comprised of key
employees who report directly to the Chairman and Chief Executive Officer of the
Enterprise.
* There is no formal written plan document other than this general description.
The performance measures, target incentive amounts and various other provisions
of the MIP are conveyed in writing to the individual participants annually. The
information presented herein is general in nature, and is provided as an
overview of the MIP. Neither the MIP nor this description constitute an
employment contract between the participating companies and any individual. The
participating companies each reserve the right to modify, terminate, or make
exceptions to its participation in the MIP without prior notice to the
participants.
2
<PAGE>
EXHIBIT 10.15
NATIONWIDE INSURANCE ENTERPRISE
INDIVIDUAL DEFERRED COMPENSATION PROGRAM
GENERAL DESCRIPTION*
INTRODUCTION
- ------------
Nationwide Mutual and certain of its subsidiaries and affiliates, including
Nationwide Life Insurance Company, maintain the Individual Deferred Compensation
Program. The following is a general description of the Individual Deferred
Compensation Program.
ELIGIBILITY
- -----------
Eligibility is limited to officers of the participating companies.
GENERAL PROVISIONS
- ------------------
. Each officer may elect, before the beginning of each calendar year, to defer
payment of a portion of his or her salary or incentive compensation earned
during that year.
. Amounts deferred are credited with interest at a rate equal to that paid under
the Nationwide Insurance Enterprise Savings Plan (the "Savings Plan") fixed
rate investment option.
. Participants are also credited with amounts equal to any employer matching
contributions that would have been made under the Savings Plan and Nationwide
Insurance Enterprise Supplemental Defined Contribution Plan, and any benefits
that would have accrued under the Nationwide Insurance Enterprise Retirement
Plan, the Nationwide Insurance Enterprise Supplement Retirement Plan, or the
Nationwide Insurance Enterprise Excess Benefit Plan, if the elected amounts
had not been deferred.
. Benefits are paid from the program in annual installments commencing in the
January following a participant's termination of employment.
. A copy of a sample agreement is attached as Exhibit A.
PLAN ADMINISTRATION
- -------------------
The Individual Deferred Compensation Program is administered by the Nationwide
Mutual Insurance Company, through its Human Resources Department.
* There is no formal written plan document other than this general description.
The information presented herein is general in nature, and is provided as an
overview of the Individual Deferred Compensation Program. Neither the
Individual Deferred Compensation Program nor this description constitute an
employment contract between the participating companies and any individual. The
participating companies each reserve the right to modify, terminate, or make
exceptions to its participation in the Individual Deferred Compensation Program
without prior notice to the participants.
<PAGE>
EXHIBIT A
---------
DEFERRED COMPENSATION AGREEMENT
-------------------------------
This Agreement, made this ____ day of _________________, 19____, by and between
_______________________________________________(hereinafter referred to as the
"Company"), and ___________________________ (hereinafter referred to as
"Employee"):
WITNESSETH:
----------
WHEREAS, Employee currently occupies a position of key significance with the
Company, and the Company desires to encourage Employee to remain with the
Company and to continue Employee's contributions to the Company's growth;
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the Company and Employee agree as follows:
1. Employment; Salary; Amount to be Deferred. Company hereby employs Employee,
-----------------------------------------
and Employee hereby accepts such employment and agrees to perform his or her
duties to the best of his or her ability and in conformity with the
directions of the Company's management and the Board of Directors. The
Company shall annually determine the Employee's base salary. Employee does
hereby elect to defer _______________________ Dollars ($_______________) of
Employee's base salary to be paid as provided in Paragraph 2. Employee does
hereby elect to defer either __________ Dollars ($__________), of his or her
annual Management Incentive Plan (MIP) payment, but in no event more than
the entire amount otherwise payable under that plan, or __________ percent
(__________%) of such MIP payment, whichever is greater, to be paid as
provided in Paragraph 2. The MIP shall include, for purposes of this
Agreement, all elements of such plan which apply to Employee. The remainder
of the base salary shall be paid currently on a biweekly basis or in such
other periodic payments as the Company may hereafter adopt for its employees
generally. The balance of the MIP payment, if any, shall be paid in a single
payment in the year following the year in which it is earned.
2. Payment of Amounts Deferred; Interest credits; and Designation of
-----------------------------------------------------------------
Beneficiary. A deferred compensation liability account shall be established
by the Company to which the following amounts shall be credited or debited,
as appropriate:
A. An amount equal to the deferred compensation specified in Paragraph 1.
B. In the event Employee has vested rights under the Company's employee
retirement plans, including any qualified retirement plan and any non-
qualified supplemental or excess retirement plans (other than the Nationwide
Insurance Enterprise Savings Plan (the Savings Plan)) upon termination of
employment, an amount equal to the present value of the additional amount of
retirement benefits to which Employee would have obtained a vested right if
the amount of compensation deferred under paragraph 1 had
<PAGE>
been included in computing Employee's retirement benefits under the
Company's retirement plans.
C. Should the Employee become a participant in the Savings Plan, the amount
which would have been contributed by the Company as a matching contribution
based on the Employee's election had the Employee's contribution been based
on his or her Covered Compensation (as defined in the Savings Plan),
including the amount of compensation deferred under Paragraph 1.
The amounts described in items B and C will be credited effective as of the end
of the calendar year in which the deferral or the termination of employment
occurs. The Company shall credit to such account interest on the amounts
described, at the same rate of interest established for the Savings Plan-
Guaranteed Fund for the period from the date on which they are credited to the
account until the date on which payments commence.
Employee will receive quarterly reports of the amount of compensation deferred
under this program.
Upon Employee's termination of employment with all members of the Enterprise,
the total of the amounts described in A, B and C above, together with interest
and any additional amounts credited to such account, will be paid to Employee
in equal annual installments payable during the period (hereinafter called the
"installment payment period") commencing with the first calendar year after his
termination of employment and continuing for the number of years equal to the
number of years in the term of this Agreement, each such installment to be
payable on the last day of January of each year during the installment payment
period. Each of such installments other than the final installment, shall be
increased by a pro rata share of the interest which the Company estimates will
be credited to the deferred compensation liability account during the
installment payment period. The final installment shall be the entire
remaining balance in such account, after the crediting of interest for the
final year. During the installment payment period interest shall be credited
to the account at the same interest rate as is credited to the Savings Plan-
Guaranteed Fund. All payments made under this Agreement shall be debited to the
deferred compensation liability account.
It is distinctly understood and agreed that the Company's only obligation
hereunder is to make the payments provided for under this Agreement when and as
they become payable pursuant to the terms hereof, and that any amount credited
to the deferred compensation liability account shall be solely for record-
keeping purposes and shall not be considered to be held in trust for Employee.
Installments due after Employee's death will be paid to the beneficiary
designated by Employee or, if no such designation is in effect at the time of
death, then to the estate or legal representative of Employee. A designation
of beneficiary must be in writing, signed by Employee and filed with the
Company. It may be changed by any subsequent written designation so signed and
filed.
<PAGE>
For purposes of this Agreement, Enterprise shall mean the Nationwide Mutual
Insurance Company, the Nationwide Mutual Fire Insurance Company, Employers
Insurance of Wausau A Mutual Company, the Farmland Mutual Insurance Company,
their subsidiaries and affiliates.
3. Payments may not be assigned or attached. No payment hereunder may be
----------------------------------------
assigned by Employee, a beneficiary, or estate, and, to the extent permitted
by law, no sum payable under the Agreement shall be subject to legal process
or attachment for payment of any claim against any payee hereunder.
4. No obligation to continue employment. It is distinctly understood and
------------------------------------
agreed that nothing contained in this Agreement shall in any way obligate
the Company to retain Employee in its employment for any period of time, nor
in any way affect the Company's right to change at any time Employee's
future rate of salary, the method or conditions for payment thereof, or any
other aspect of his employment.
5. Term. The term of this Agreement shall commence on
----
__________________________________, ______, and terminate on the date of
termination of Employee's employment with the Company.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
__________________________________
EMPLOYEE
COMPANY
By________________________________
Vice President
<PAGE>
EXHIBIT 10.16
NATIONWIDE MUTUAL INSURANCE COMPANY
DIRECTORS DEFERRED COMPENSATION PROGRAM
GENERAL DESCRIPTION*
INTRODUCTION
- ------------
Nationwide Mutual and certain of its subsidiaries, including Nationwide Life
Insurance Company, maintain the Directors Deferred Compensation Program (the
"Directors Program"). The following is a general description of the Directors
Program.
ELIGIBILITY
- -----------
Eligibility is limited to individuals who have served on the Board of Directors
of a participating company for at least three years as a result of having been
elected to such Board at least twice by the members or shareholders of the
participating company or by the members of such Board, and who shall have for
any reason retired from the Board of Directors.
GENERAL PROVISIONS
- ------------------
. Each eligible former Director receives payments following his or her
retirement for the number of months which he or she served on the Board of
Directors (other than months during which he or she was also a salaried
officer of the participating company).
. The monthly payment amount is the monthly director's fee paid at the time of
his or her retirement from the Board of Directors.
. In the event the former Director dies prior to receiving all payments under
the program, his or her surviving spouse generally is entitled to reduced
payments until the earlier of the date payments to the former Director would
have terminated or the death of the surviving spouse.
. The former Director may elect to receive payments as a life annuity or a
joint and survivor annuity, which are actuarially equivalent to the standard
form of benefit.
PLAN ADMINISTRATION
- -------------------
The Directors Program is administered by the Nationwide Mutual Insurance
Company, through its Human Resources Department.
* There is no formal written plan document other than this general description.
The information presented herein is general in nature, and is provided as an
overview of the Directors Program. Neither the Directors Program nor this
description constitute a service contract between the participating companies
and any individual. The participating companies each reserve the right to
modify, terminate, or make exceptions to its participation in the Directors
Program without prior notice to the participants.
<PAGE>
EXHIBIT 10.17
DEFERRED COMPENSATION AGREEMENT
-------------------------------
This Agreement made as of September 3, 1979, by and between Nationwide
Mutual Insurance Company, an Ohio corporation having its principal office at One
Nationwide Plaza, Columbus, Ohio (hereinafter referred to as the "Company") and
D. Richard McFerson, residing at 8562 Torwoodlee Court, Dublin, Ohio
(hereinafter referred to as "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, as an inducement to Executive to enter into employment of Company
commencing September 3, 1979, Company agreed to provide Executive with a
supplemental retirement income outside the Nationwide Retirement Plan in an
amount which, when added to Executive's retirement income from the Nationwide
Retirement Plan and from the New England Life Home Office Retirement Plan, would
equal the amount of retirement income Executive would have received under the
Nationwide Retirement Plan had executive commenced employment with Nationwide
on January 31, 1973; and
WHEREAS, Executive commenced employment as a Vice President with Company on
September 3, 1979, and is continuing such employment in reliance upon Company's
agreement as aforesaid, and Company and Executive desire to reduce their
aforesaid agreement to writing,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Company and Executive agree as follows:
1. Employment. Company hereby employs Executive as Vice President.
----------
Executive hereby accepts such employment and agrees to perform the duties
assigned to him to the best of his ability and in conformity with the directions
of Company's Board of Directors, General Chairman and President.
2. Deferred Compensation Payments. In addition to Executive's current
------------------------------
salary as fixed by the Board of Directors, and other compensation and employee
benefits to which Executive is entitled, Company agrees, that if Executive
continues to work for Company or any of its affiliates or subsidiaries until
his 55th birthday on March 30, 1992, the following shall apply:
In the event of Executive's retirement or death after his 55th birthday,
Company will pay Executive or his spouse, whichever is applicable, an
additional monthly retirement income under a non-qualified, unfunded, deferred
compensation arrangement in an amount equal to the excess of (b) over (a),
reduced by (c), where
<PAGE>
(a) is the monthly amount of variable annuity actually payable to
Executive or his spouse under the Nationwide Insurance Companies
and Affiliates 1976 Restated Retirement Plan.
(b) is the monthly amount of variable annuity that would have been
payable to Executive or his spouse under said Retirement Plan had
Executive's Nationwide date of hire been January 31, 1973, instead
of September 3, 1979, and
(c) is the monthly amount of retirement benefit payable to Executive or
his spouse under the New England Life Home Office Retirement Plan,
provided that such retirement benefit is payable on the same
annuity form as Executive's Nationwide variable annuity. If it is
payable on a different annuity form, the monthly amount to be taken
into account under this item (C) shall be:
(i) the monthly amount of New England Life retirement benefit
payable to Executive (or which could have been payable to
Executive) on the "Life Income With Payments Guaranteed For
Ten Years" form, divided by
(ii) the appropriate Nationwide Retirement Plan annuity factor
for the "Ten Year Certain and Continuous" form, multiplied
by
(iii) the appropriate Nationwide Retirement Plan annuity factor
for the form of annuity on which Executive's Nationwide
variable annuity is payable.
Executive's New England Life retirement benefit will be deemed to be payable
when payments actually begin.
Anything in the foregoing to the contrary notwithstanding, in the event
Executive's benefit under the New England Life Home Office Retirement Plan is
paid to him or to his spouse in a lump sum, whether before or after commencement
of his benefits under the Nationwide Insurance Companies and Affiliates 1973
Restated Retirement Plan, the monthly amount to be taken into account under (c)
above shall be the actuarial equivalent of such lump sum payment, as determined
by the Company on the basis of the assumptions then being used to determine
actuarial equivalency under said Nationwide Plan.
2
<PAGE>
3. Payments May Not Be Assigned Or Attached. No payment hereunder may be
----------------------------------------
assigned by Executive, his spouse or his estate, and to the extent permitted by
law no sum payable under the Agreement shall be subject to legal process or
attachment for payment of any claim against any payee hereunder.
4. No Obligation To Continue Employment. It is distinctly understood and
------------------------------------
agreed that nothing in this Agreement shall in any way obligate the Company to
retain the Executive in its employment for any period of time, nor in any way
affect the Company's right to change at any time the Executive's future rate of
salary or other compensation or any other aspect of Executive's employment
except payment of the deferred compensation set forth in paragraph 2 hereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement this 7th
day of October, 1980.
NATIONWIDE MUTUAL INSURANCE COMPANY
By /s/ Jack A. Baughn
------------------------------------------
Jack A. Baughn, Vice President-Personnel
/s/ D. Richard McFerson
------------------------------------------
D. Richard McFerson
Approved: Date: October 1, 1980
/s/ Frank B. Sollars
- ----------------------------------------------
Frank B. Sollars, Chairman of the Board
/s/ John C. Wagner
- ----------------------------------------------
John C. Wagner, Sr. Vice President and
General Counsel
/s/ Jack A. Baughn
- ----------------------------------------------
Jack A. Baughn, Vice President-Personnel
3
<PAGE>
AMENDMENT #1
DEFERRED COMPENSATION AGREEMENT
-------------------------------
This amendment made by and between Nationwide Mutual Insurance Company,
hereinafter called the Company, and D. Richard McFerson, hereinafter called the
Executive.
WHEREAS, the Company and Executive did enter into a Deferred Compensation
Agreement on October 17, 1980 (the Agreement); and
WHEREAS, the Company desires to retain the services of Executive; and
WHEREAS, the Company and Executive desire to amend the Agreement to incorporate
additional benefits;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, Company and Executive agree to amend the Agreement, as follows:
1. Company agrees that, if Executive continues to work for Company or any
of its affiliates or subsidiaries until completing 15 years of service or
attaining age 55, whichever shall occur first, Paragraph 2(a) and (b) of the
Agreement shall be amended to read:
(a) is the total monthly amount of variable straight life annuity actually
payable to Executive under the Nationwide Insurance Companies and
Affiliates 1976 Restated Retirement Plan, the Nationwide Insurance
companies and Affiliates Unfunded Deferred Compensation Excess Benefit
Plan, and the Nationwide Supplemental Retirement Plan (hereinafter
collectively referred to as the Nationwide Retirement Plan.)
(b) is the total monthly amount of variable straight life annuity that
would have been payable to Executive under the Nationwide Retirement
Plan, if the Executive's date of hire by Nationwide had been January
1, 1973, instead of September 3, 1979.
The balance of the Agreement shall be unaffected by this amendment.
IN WITNESS WHEREOF, the parties have duly executed this Agreement this 12th day
of Oct., 1991.
NATIONWIDE MUTUAL INSURANCE COMPANY
by
----------------------------------
/s/ D. Richard McFerson
-------------------------------------
D. Richard McFerson
4
<PAGE>
Approved:
- ----------------------------------
General Chairman
- ----------------------------------
General Counsel
- ----------------------------------
Vice President, Human Resources
<PAGE>
EXHIBIT 10.18
NATIONWIDE FINANCIAL SERVICES, INC.
STOCK RETAINER PLAN FOR NON-EMPLOYEE DIRECTORS
1. Name of Plan. This plan shall be known as the "Nationwide Financial
Services, Inc. Stock Retainer Plan for Non-Employee Directors" and is
hereinafter referred to as the "Plan."
2. Purpose of Plan. The purpose of the Plan is to enable Nationwide
Financial Services, Inc. (the "Company") to attract and retain qualified persons
to serve as directors, to enhance the equity interest of directors in the
Company, and to solidify the common interests of its directors and stockholders
in enhancing the value of the Company's Class A common stock (the "Common
Stock"). The Plan seeks to encourage the highest level of director performance
by providing such directors with a proprietary interest in the Company's
performance and progress by paying a portion of their annual retainer in the
form of Common Stock.
3. Effective Date and Term. The Plan shall be effective as of the date
on which the Company's Registration Statement on Form S-1 (N. 333-18527) filed
under the Securities Act of 1933, as amended (the "Securities Act") with respect
to the Common Stock is declared effective by the Securities and Exchange
Commission (the "Effective Date").
4. Eligible Participants. Each member of the Board of Directors of the
Company (the "Board") from time to time who is not a full-time employee of the
Company or any of its subsidiaries or of any controlling affiliate or its
subsidiaries shall be a participant ("Participant") in the Plan.
5. Delivery of Shares.
(a) Commencing on the Effective Date, each payment of all or any
portion of the retainer payable to each Participant for service on the
Board (the "Retainer"), shall be made by delivering one-half in cash and
one-half in the form of shares of Common Stock (such shares, the "Stock
Retainer") having a Fair Market Value (as defined below) as of the date of
payment, equal to one-half of the amount of the Retainer that is being
paid; provided, that if the number of shares that would otherwise be so
paid to any Participant includes a fractional share, such number shall be
rounded down to the nearest whole number of shares and the Fair Market
Value of such fractional share shall instead be paid in cash. The payment
of all Stock Retainers shall be made subject to any applicable restrictions
set forth in Section 6 hereof.
(b) The "Fair Market Value" of a share of Common Stock as of any date
of determination shall mean the closing price of a share of Common Stock on
the trading day immediately preceding the date of the valuation. The
closing price for such day shall be the
<PAGE>
last sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in
either case as reported on the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New
York Stock Exchange or, if the Common Stock is not listed or admitted to
trading on the New York Stock Exchange, as reported on the principal
consolidated transaction reporting system with respect to securities listed
on the principal national securities exchange on which the Common Stock is
listed or admitted to trading or, if the Common Stock is not listed or
admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or such other system then in use, or, if on any such date the
Common Stock is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock.
6. Share Certificates; Voting and other Rights; Restrictions.
(a) All Stock Retainers shall be paid by delivering to the Participant
share certificates issued in the name of the Participant or registering
such shares of Common Stock in the name of the Participant, and upon such
delivery or registration the Participant shall be entitled to all rights of
a stockholder with respect to Common Stock for all such shares issued or
registered in his or her name, including the right to vote the shares, and
the Participant shall receive all dividends and other distributions paid or
made with respect thereto.
(b) Notwithstanding any other provision of the Plan, the Company shall
not be required to issue or deliver any certificate or certificates for
shares or register any shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:
(i) Any registration or other qualification of such shares of
Common Stock under any state or federal law or regulation, or the
maintaining in effect of any such registration or other qualification which
the Company shall, in its absolute discretion upon the advice of counsel,
deem necessary or advisable; and
(ii) Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Company shall in its
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable.
(c) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.
(d) No Common Stock received by a Participant pursuant to the Plan may
be pledged, sold, transferred or otherwise disposed of unless and until
either:
(i) the Common Stock has been held by the Participant for six
months from the date of issuance, or
2
<PAGE>
(ii) the Common Stock is otherwise transferred in a manner that
complies with the requirements of Rule 16b-3 ("Rule 16b-3")
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), so that the transaction is exempt from
characterization as a "sale" under Section 16(b) of the Exchange Act.
The Common Stock issued to any Participant shall bear an appropriate
restrictive legend, if issued in certificated form, and be subject to
appropriate "stop transfer" orders. Any additional Common Stock or
other securities or property that may be issued with respect to the
Common Stock issued under the Plan as a result of any stock dividend,
stock split, business combination or other event shall be subject to
the restrictions and other terms and conditions of the Plan.
7. Shares Available. Shares of Common Stock issuable under the Plan
shall be taken from authorized but unissued or treasury shares of the Company as
shall from time to time be necessary for issuance pursuant to the Plan.
8. Amendment.
(a) The Board may from time to time make such amendments to the Plan
as it may deem proper and in the best interest of the Company without
further approval of the Company's stockholders; provided, however, that no
amendment which impairs or adversely affects a Participant's previously
accrued entitlements under the Plan shall be effective with respect thereto
without the Participant's written consent; and provided, further, that to
the extent required to qualify transactions under the Plan for exemption
under Rule 16b-3 no amendment to the Plan shall be adopted without the
approval of the Company's stockholders; and, provided, further, that no
amendment to the Plan shall be made more than once in any six-month period
other than to comply with changes in the Internal Revenue Code of 1986, as
amended; the Exchange Act; the Employee Retirement Income Security Act of
1974, as amended; or the regulations thereunder.
(b) The Board may terminate the Plan on a prospective basis at any
time.
(c) Notwithstanding any other provision of the Plan, no member of the
Board shall be authorized to exercise any discretion with respect to his or
her own selection as a person to receive Stock Retainers under the Plan or
concerning the amount or timing of the delivery of his or her Stock
Retainers under the Plan.
(d) This Plan shall terminate on the earlier of April 1, 2006 or the
date on which all shares provided for under Section 7(a) have been issued
and delivered to Participants.
9. Administration of the Plan. The Plan shall be administered by the
Compensation Committee of the Board, which shall adopt such rules as it may deem
appropriate in order to carry out the purpose of the Plan. All questions of
interpretation, administration and application of the Plan shall be determined
by the Compensation Committee, except that the Compensation Committee may
authorize any one or more of its members, or any officer of the Company, to
execute and deliver documents on behalf of the Compensation Committee. The
Compensation Committee shall take all steps necessary to ensure that the Plan
complies with the law at all times, and the determination of
3
<PAGE>
the Compensation Committee shall be final and binding in all matters relating to
the Plan.
10. Miscellaneous.
(a) Nothing in the Plan shall be deemed to create any obligation on
the part of the Board to nominate any director for reelection by the
Company's stockholders or to limit the rights of the stockholders to remove
any director.
(b) The Company shall have the right to require, prior to the issuance
or delivery of any shares of Common Stock pursuant to the Plan, payment by
a Participant to the Company of any taxes required by law to be withheld
with respect to the issuance or delivery of such shares.
11. Governing Law. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.
4
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Nationwide Financial Services, Inc.:
We consent to the use of our reports included herein and to the reference to
our firm under the headings "Experts", "Summary Consolidated Financial Data"
and "Selected Consolidated Financial Data" in the prospectus. Our reports
dated January 31, 1997 included herein refer to a change in accounting
principle. In 1994, the Company changed its accounting for investments in debt
and equity securities. Our reports also refer to the formation of the Company
as a holding company for Nationwide Life Insurance Company and the other
companies within the Nationwide Insurance Enterprise that offer or distribute
long-term savings and retirement products. The consolidated financial
statements are presented as if these companies were consolidated for all
periods presented.
Columbus, Ohio
February 10, 1997 KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 24.2
The person whose signature appears below hereby appoints and constitutes
Joseph J. Gasper, W. Sidney Druen and Mark B. Koogler, and each of them, as his
or her attorney-in-fact, with full power of substitution, for him or her in any
and all capacities, to execute in the name and on behalf of such person any
amendment to the registration statement on Form S-1 (File No. 333-18527)(the
"Registration Statement"), including any post-effective amendment, and to file
the same, with exhibits thereto, and other documents in connection therewith,
making such changes in the Registration Statement as the person so acting deems
appropriate, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute may do or cause to be done by virtue hereof.
/s/ Lydia Micheaux Marshall
----------------------------
Lydia Micheaux Marshall
<PAGE>
EXHIBIT 24.3
The person whose signature appears below hereby appoints and constitutes
Joseph J. Gasper, W. Sidney Druen and Mark B. Koogler, and each of them, as his
or her attorney-in-fact, with full power of substitution, for him or her in any
and all capacities, to execute in the name and on behalf of such person any
amendment to the registration statement on Form S-1 (File No. 333-18527)(the
"Registration Statement"), including any post-effective amendment, and to file
the same, with exhibits thereto, and other documents in connection therewith,
making such changes in the Registration Statement as the person so acting deems
appropriate, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute may do or cause to be done by virtue hereof.
/s/ Donald M. McWhorter
-----------------------------
Donald M. McWhorter
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONWIDE
FINANCIAL SERVICES, INC. AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-31-1996
<PERIOD-END> DEC-31-1996
<DEBT-HELD-FOR-SALE> 12,304,639
<DEBT-CARRYING-VALUE> 5,877
<DEBT-MARKET-VALUE> 5,944
<EQUITIES> 59,131
<MORTGAGE> 5,272,119
<REAL-ESTATE> 265,759
<TOTAL-INVEST> 18,317,270
<CASH> 43,183
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 1,366,509
<TOTAL-ASSETS> 47,770,238
<POLICY-LOSSES> 17,179,060
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 361,401
<POLICY-HOLDER-FUNDS> 60,073
<NOTES-PAYABLE> 0
0
0
<COMMON> 104,745
<OTHER-SE> 2,026,988
<TOTAL-LIABILITY-AND-EQUITY> 47,770,238
198,642
<INVESTMENT-INCOME> 1,357,759
<INVESTMENT-GAINS> (208)
<OTHER-INCOME> 59,505
<BENEFITS> 1,160,580
<UNDERWRITING-AMORTIZATION> 133,394
<UNDERWRITING-OTHER> 353,565
<INCOME-PRETAX> 328,088
<INCOME-TAX> 115,810
<INCOME-CONTINUING> 212,278
<DISCONTINUED> 11,324
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 223,602
<EPS-PRIMARY> 2.13
<EPS-DILUTED> 2.13
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
