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NATIONWIDE LIFE INSURANCE COMPANY
Last Survivor Flexible Premium Variable Universal Life Insurance Policies
Issued by Nationwide Life Insurance Company through its
Nationwide VLI Separate Account-4
The date of this prospectus is December 30, 1999.
This prospectus contains basic information you should know about the policies
before investing. Please read it and keep it for future reference
The following underlying mutual funds are available under the policies:
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
- VIP Equity-Income Portfolio: Service Class
- VIP Growth Portfolio: Service Class
- VIP High Income Portfolio: Service Class*
- VIP Overseas Portfolio: Service Class
NATIONWIDE SEPARATE ACCOUNT TRUST
- Capital Appreciation Fund
- Money Market Fund
- Total Return Fund
- Nationwide Mid Cap Index Fund (formerly, "Nationwide Select Advisers
Mid Cap Fund") (subadviser: The Dreyfus Corporation)
- Nationwide Small Cap Value Fund (subadviser: The Dreyfus Corporation)
- Nationwide Small Company Fund (subadvisers: The Dreyfus Corporation,
Neuberger Berman, L.P., Lazard Asset Management, Strong Capital
Management, Inc. and Credit Suisse Asset Management, LLC.)
- Nationwide Strategic Growth Fund (subadviser: Strong Capital
Management Inc.)
- Nationwide Strategic Value Fund (subadviser: Strong Capital Management
Inc./Schafer Capital Management Inc.)
ONE GROUP(R) INVESTMENT TRUST
- One Group Investment Trust Balanced Portfolio (formerly Asset
Allocation Fund)
- One Group Investment Trust Bond Portfolio
- One Group Investment Trust Diversified Equity Portfolio
- One Group Investment Trust Diversified Mid Cap Portfolio
- One Group Investment Trust Equity Index Portfolio
- One Group Investment Trust Government Bond Portfolio
- One Group Investment Trust Large Cap Growth Portfolio (formerly Large
Company Growth Fund)
- One Group Investment Trust Mid Cap Growth Portfolio (formerly Growth
Opportunities Fund)
- One Group Investment Trust Mid Cap Value Portfolio
*These underlying mutual funds invest in lower quality debt securities commonly
referred to as junk bonds.
In the future, additional underlying mutual funds managed by certain financial
institutions or brokerage firms may be added to the variable account. These
additional underlying mutual funds may be offered exclusively to purchasing
customers of the particular financial institution or brokerage firm.
To obtain copies of any underlying mutual fund prospectus, please call:
1-800-547-7548
TDD 1-800-238-3035
or write:
NATIONWIDE LIFE INSURANCE COMPANY
P.O. BOX 182150
COLUMBUS, OHIO 43218-2150
Material incorporated by reference in this prospectus can be found on the SEC
website at:
www.sec.gov
Information about this and other Best of America Products can be found on the
world-wide web at:
www.bestofamerica.com
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This policy is NOT:
- a bank deposit;
- endorsed by a bank or government agency;
- federally insured; or
- available in every state.
The life insurance policies offered by this prospectus are flexible premium
variable universal life insurance policies. They provide flexibility to vary the
amount and frequency of premium payments. A cash surrender value may be offered
if the policy is terminated during the lifetime of the insured.
The purpose of this policy is to provide life insurance protection for the
beneficiary named in the policy. No claim is made that the policy is in any way
similar or comparable to a systematic investment plan of a mutual fund. The
death benefit and cash value of this policy may vary to reflect the experience
of the Nationwide VLI Separate Account-4 (the "variable account") or the fixed
account, depending on how premium payments are invested.
Investors assume certain risks when investing in the policies, including the
risk of losing money.
Nationwide guarantees the death benefit for as long as the policy is in force.
The cash surrender value is not guaranteed. The policy will lapse if the cash
surrender value is insufficient to cover policy charges.
Benefits described in this prospectus may not be available in every jurisdiction
- - refer to your policy for specific benefit information.
THIS PROSPECTUS IS NOT AN OFFERING IN ANY JURISDICTION WHERE SUCH OFFERING MAY
NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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GLOSSARY OF SPECIAL TERMS
ATTAINED AGE- The insured's age on the policy date, plus the number of full
years since the policy date.
ACCUMULATION UNIT- An accounting unit of measure used to calculate the cash
value of the variable account.
AVERAGE ISSUE AGE- The arithmetic average of the ages of the two insureds at
policy issuance.
BASIC COVERAGE- One of the two types of coverage that comprise the specified
amount. The other type is supplemental coverage.
FIXED ACCOUNT- An investment option which is funded by the general account of
Nationwide.
GENERAL ACCOUNT- All assets of Nationwide other than those of the variable
account or in other separate accounts that have been or may be established by
Nationwide.
IRS GUIDELINE LEVEL PREMIUM- The amount of level annual premium, calculated in
accordance with the provisions of the Internal Revenue Code, guaranteed
mortality and expense charges, and an interest rate of 4%.
MATURITY DATE- The policy anniversary on or next following the insured's 100th
birthday.
MINIMUM MONTHLY PREMIUM- The amount of premium that must be paid during the
first three years of the Limited Death Benefit Guarantee period to keep the
policy in force.
NATIONWIDE - Nationwide Life Insurance Company.
NET AMOUNT AT RISK- Net amount at risk is the death benefit minus the cash value
calculated at the beginning of each policy month.
NET PREMIUMS- Net premiums are equal to the actual premiums minus the percent of
premium charges. The percent of premium charges are shown on the policy data
page.
SEC GUIDELINE LEVEL PREMIUM- The level annual premiums required to mature the
policy under reasonable mortality and expense charges with an annual effective
interest rate of 5%. It is calculated pursuant to Rule 6e-3(T) of the Investment
Company Act of 1940.
SUB-ACCOUNTS- Divisions of the variable account to which underlying mutual fund
shares are allocated and for which accumulation units are separately maintained.
SUPPLEMENTAL COVERAGE- One of the two types of coverage that comprise the
specified amount. Supplemental coverage can never exceed 90% of the specified
amount. Supplemental coverage is not available in New York or New Jersey.
VALUATION PERIOD - Each day the New York Stock Exchange is open.
VARIABLE ACCOUNT- Nationwide VLI Separate Account-4, a separate account of
Nationwide Life Insurance Company that contains variable account allocations.
The variable account is divided into sub-accounts, each of which invests in
shares of a separate underlying mutual fund.
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TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS.........................3
SUMMARY OF POLICY EXPENSES........................6
UNDERLYING MUTUAL FUND ANNUAL EXPENSES............6
SYNOPSIS OF THE POLICIES..........................7
NATIONWIDE LIFE INSURANCE COMPANY.................8
NATIONWIDE ADVISORY SERVICES, INC.................8
INVESTING IN THE POLICY...........................8
The Variable Account and Underlying Mutual
Funds
The Fixed Account
INFORMATION ABOUT THE POLICIES...................10
Minimum Requirements for Policy Issuance
Premium Payments
Death Benefit Guarantees
Pricing
POLICY CHARGES...................................12
Sales Load
Tax Expense Charges
Surrender Charges
Monthly Cost of Insurance
Monthly Administrative Charge
Mortality and Expense Risk Charge
Income Tax
Reduction of Charges
SURRENDERING THE POLICY FOR CASH.................15
Surrender (Redemption)
Cash Surrender Value
Partial Surrenders
Income Tax Withholding
VARIATION IN CASH VALUE..........................16
POLICY PROVISIONS................................16
Policy Owner
Beneficiary
Changes in Existing Insurance Coverage
OPERATION OF THE POLICY..........................17
Allocation of Net Premium and Cash Value
How the Investment Experience is Determined
Net Investment Factor
Determining the Cash Value
Transfers
RIGHT TO REVOKE..................................19
POLICY LOANS.....................................19
Taking a Policy Loan
Effect on Investment Performance
Interest
Effect on Death Benefit and Cash Value
Repayment
ASSIGNMENT.......................................21
POLICY OWNER SERVICES............................21
Dollar Cost Averaging
DEATH BENEFIT INFORMATION........................21
Calculation of the Death Benefit
Changes in the Death Benefit Option
Proceeds Payable on Death
Incontestability
Error in Age or Sex
Suicide
Maturity Proceeds
RIGHT OF CONVERSION..............................24
GRACE PERIOD.....................................24
Grace Period without Death Benefit Guarantees
Lifetime Death Benefit Guarantee
Limited Death Benefit Guarantee
Reinstatement
TAX MATTERS......................................26
Policy Proceeds
Withholding
Federal Estate and Generation-Skipping
Transfers Taxes
Non-Resident Aliens
Taxation of Policy Split Option Rider
Description of Cash Value Accumulation
Test and Guideline Premium Cash
Value Corridor Test
Taxation of Nationwide
Tax Changes
LEGAL CONSIDERATIONS.............................30
YEAR 2000 COMPLIANCE ISSUES......................30
STATE REGULATION.................................32
REPORTS TO POLICY OWNERS.........................32
ADVERTISING......................................32
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LEGAL PROCEEDINGS................................32
EXPERTS..........................................33
REGISTRATION STATEMENT...........................33
LEGAL OPINIONS...................................33
DISTRIBUTION OF THE POLICIES.....................34
ADDITIONAL INFORMATION ABOUT
NATIONWIDE..................................36
APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL
FUNDS.......................................43
APPENDIX B: ILLUSTRATIONS OF CASH VALUES,
CASH SURRENDER VALUES, AND
DEATH BENEFITS..............................47
APPENDIX C: PERFORMANCE SUMMARY INFORMATION......53
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SUMMARY OF POLICY EXPENSES
Nationwide deducts certain charges from the policy. Charges are made for
administrative and sales expenses, tax expenses, providing life insurance
protection and assuming the mortality and expense risks (see "Policy Charges").
Nationwide deducts a sales load and a premium expense charge from all premium
payments. The sales load is guaranteed never to exceed 5.0% during the first ten
policy years, and 1.5% thereafter. The premium expense charge is approximately
3.5% of premiums for all states (see "Sales Load" and "Premium Expense Charge").
Nationwide deducts the following charges monthly from the cash value of the
policy (see "Policy Charges"):
- cost of insurance;
- cost of any additional benefits provided by riders to the policy;
- administrative expense charge(1); and
- mortality and expense risk charge(2).
(1) This amount of this charge is the sum of the per policy charge and the per
$1,000 basic coverage charge (see "Monthly Administrative Charge").
(2) The mortality and expense risk charge is equal to an annual effective rate
of 0.55% for policy years 1-10 and varies beginning with policy year 11
(see "Mortality and Expense Risk Charge").
For policies which are surrendered during the first 14 policy years, Nationwide
deducts a surrender charge. However, if the average issue age is 75 or older,
Nationwide will deduct a surrender charge only during the first 9 policy years
(see "Surrender Charges").
For more information about any policy charge, see "Policy Charges" in this
prospectus.
<TABLE>
<CAPTION>
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(as a percentage of underlying mutual fund net assets, after expense reimbursement)
------------------------------------------------------------------------------------------------------------------
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual Fund Expenses
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Equity-Income Portfolio: Service 0.49% 0.08% 0.10% 0.67%
Class
------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio: Service Class 0.59% 0.06% 0.10% 0.75%
------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio: Service 0.58% 0.14% 0.10% 0.82%
Class
------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio: Service Class 0.74% 0.13% 0.10% 0.97%
------------------------------------------------------------------------------------------------------------------
NSAT Capital Appreciation Fund 0.58% 0.22% 0.00% 0.80%
------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund 0.34% 0.21% 0.00% 0.55%
------------------------------------------------------------------------------------------------------------------
NSAT Total Return Fund 0.57% 0.21% 0.00% 0.78%
------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Mid Cap Index Fund (formerly, 0.15% 0.50% 0.00% 0.65%
NSAT Nationwide Select Advisers Mid Cap Fund)
------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Cap Value Fund 0.47% 0.58% 0.00% 1.05%
------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Company Fund 1.00% 0.25% 0.00% 1.25%
------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Strategic Growth Fund 0.20% 0.80% 0.00% 1.00%
------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Strategic Value Fund 0.52% 0.48% 0.00% 1.00%
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Balanced Portfolio 0.70% 0.30% 0.00% 1.00%
(formerly Asset Allocation Fund)
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Bond Portfolio 0.54% 0.21% 0.00% 0.75%
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Diversified Equity 0.67% 0.28% 0.00% 0.95%
Portfolio
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Diversified Mid Cap 0.17% 0.78% 0.00% 0.95%
Portfolio
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Equity Index 0.00% 0.55% 0.00% 0.55%
Portfolio
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Government Bond 0.42% 0.33% 0.00% 0.75%
Portfolio
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Large Cap Growth 0.65% 0.28% 0.00% 0.93%
Portfolio (formerly Large Company Growth Fund)
------------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual Fund Expenses
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One Group Investment Trust Mid Cap Growth 0.65% 0.32% 0.00% 0.97%
Portfolio (formerly Growth Opportunities Fund)
------------------------------------------------------------------------------------------------------------------
One Group Investment Trust Mid Cap Value 0.42% 0.53% 0.00% 0.95%
Portfolio
------------------------------------------------------------------------------------------------------------------
</TABLE>
The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value to calculate the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide.
Some underlying mutual funds are subject to fee waivers and expense
reimbursements. The following chart shows what the expenses would have been for
such funds without fee waivers and expense reimbursements.
<TABLE>
<CAPTION>
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual Fund Expenses
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
<S> <C> <C> <C> <C>
Fidelity VIP Equity-Income Portfolio: Service Class 0.49% 0.09% 0.10% 0.68%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
Fidelity VIP Growth Portfolio: Service Class 0.59% 0.11% 0.10% 0.80%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
Fidelity VIP Overseas Portfolio: Service Class 0.74% 0.17% 0.10% 1.01%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
NSAT Capital Appreciation Fund 0.60% 0.22% 0.00% 0.82%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
NSAT Money Market Fund 0.40% 0.21% 0.00% 0.61%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
NSAT Total Return Fund 0.59% 0.21% 0.00% 0.80%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
NSAT Nationwide Mid Cap Index Fund (formerly, NSAT 0.50% 0.50% 0.00% 1.00%
Nationwide Select Advisers Mid Cap Fund)
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
NSAT Nationwide Small Cap Value Fund 0.90% 0.58% 0.00% 1.48%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
NSAT Nationwide Strategic Growth Fund 0.90% 0.80% 0.00% 1.70%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
NSAT Nationwide Strategic Value Fund 0.90% 0.48% 0.00% 1.38%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
One Group Investment Trust Bond Fund 0.60% 0.21% 0.00% 0.81%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
One Group Investment Trust Diversified Equity 0.74% 0.28% 0.00% 1.02%
Portfolio
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
One Group Investment Trust Diversified Mid Cap 0.74% 0.78% 0.00% 1.52%
Portfolio
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
One Group Investment Trust Equity Index Portfolio 0.30% 0.83% 0.00% 1.13%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
One Group Investment Trust Government Bond 0.45% 0.33% 0.00% 0.78%
Portfolio
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
One Group Investment Trust Mid Cap Value Portfolio 0.74% 0.53% 0.00% 1.27%
- ---------------------------------------------------- ------------- ----------- -------------- ----------------------
</TABLE>
SYNOPSIS OF THE POLICIES
The policy offered by this prospectus provides for life insurance coverage on
two insureds. Nationwide pays the death proceeds on the death of the last
surviving insured. The death benefit and cash value of the policy may increase
or decrease to reflect the performance of the investment options chosen by the
policy owner (see "Death Benefit Information").
CASH SURRENDER VALUE
If the policy is terminated during the insureds' lifetime, a cash surrender
value may be payable under the policy. However, there is no guaranteed cash
surrender value (see "Variation in Cash Value "). The policy will lapse without
value if the cash surrender value falls below what is needed to cover policy
charges and neither death benefit guarantee is in effect (see "Grace Period").
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PREMIUMS
The initial premium is shown on the policy data page. Additional premium
payments may be made at any time while the policy is in force. Each premium
payment must be at least $50.
TAXATION
The policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code. Nationwide will
monitor compliance with the tests provided by Section 7702 to insure the
policies continue to receive this favored tax treatment (see "Tax Matters").
NONPARTICIPATING POLICIES
The policies are nonparticipating policies on which no dividends are payable.
The policies do not share in the profits or surplus earnings of Nationwide.
RIDERS
A rider may be added to the policy (availability varies by state).
Riders currently include:
- - Policy Split Option; and
- - Estate Protection.
These riders are not available in the State of New Jersey.
POLICY CANCELLATION
Policy owners may return the policy for any reason within certain time periods
and Nationwide will refund the policy value or the amount required by law (see
"Right to Revoke").
NATIONWIDE LIFE INSURANCE COMPANY
Nationwide is a stock life insurance company organized under the laws of the
State of Ohio in March 1929. It is a member of the Nationwide group with its
home office at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide is a
provider of life insurance, annuities and retirement products. It is admitted to
do business in all states, the District of Columbia and Puerto Rico.
CUSTODIAN OF ASSETS
Nationwide serves as the custodian of the assets of the variable account.
OTHER CONTRACTS ISSUED BY NATIONWIDE
Nationwide does presently and will, from time to time, offer variable contracts
and policies with benefits which vary in accordance with the investment
experience of a separate account of Nationwide.
NATIONWIDE ADVISORY SERVICES, INC.
The policies are distributed by Nationwide Advisory Services, Inc. ("NAS"),
Three Nationwide Plaza, Columbus, Ohio 43215. NAS is a wholly owned subsidiary
of Nationwide Life Insurance Company.
INVESTING IN THE POLICY
THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS
Nationwide VLI Separate Account-4 is a separate account that invests in the
underlying mutual fund options listed in Appendix A. Nationwide established the
separate account on December 3, 1987, pursuant to Ohio law. Although the
separate account is registered with the SEC as a unit investment trust pursuant
to the Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise
the management of Nationwide or the variable account.
Income, gains, and losses credited to, or charged against the variable account
reflect the variable account's own investment experience and not the investment
experience of Nationwide's other assets. The variable account's assets are held
separately from Nationwide's assets and in general are not chargeable with
liabilities incurred in any other business of Nationwide. Nationwide is
obligated to pay all amounts promised to policy owners under the policies.
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The variable account is divided into sub-accounts. Policy owners elect to have
net premiums allocated among the sub-accounts and the fixed account at the time
of application.
Nationwide uses the assets of each sub-account to buy shares of the underlying
mutual funds based on policy owner instructions. A policy's investment
performance depends upon the performance of the underlying mutual fund options
chosen by the policy owner.
Each underlying mutual fund's prospectus contains more detailed information
about that fund. Prospectuses for the underlying mutual funds should be read in
conjunction with this prospectus.
Underlying mutual funds in the variable account are NOT publicly traded mutual
funds. The underlying mutual fund options are available as investment options in
variable life insurance policies or variable annuity contracts issued by life
insurance companies or, in some cases, through participation in certain
qualified pension or retirement plans.
However the underlying mutual funds are NOT directly related to any publicly
traded mutual fund. Policy owners should not compare the performance of a
publicly traded fund with the performance of underlying mutual funds
participating in the variable account. The performance of the underlying mutual
funds could differ substantially from that of any publicly traded funds.
Changes of Investment Policy
Nationwide may materially change the investment policy of the variable account.
Nationwide must inform policy owners and obtain all necessary regulatory
approvals. Any change must be submitted to the various state insurance
departments which may disapprove it if deemed detrimental to the interests of
the policy owners or if it renders Nationwide's operations hazardous to the
public. If a policy owner objects, the policy owner may, upon written request,
transfer all sub-account cash values to the fixed account. The policy owner has
the later of 60 days (6 months in Pennsylvania) from the date of the investment
policy change or 60 days (6 months in Pennsylvania) from being informed of the
change to make the transfer. Nationwide will not assess a charge for this
transfer.
Voting Rights
Policy owners who have allocated assets to the underlying mutual funds are
entitled to certain voting rights. Nationwide will vote policy owner shares at
special shareholder meetings based on policy owner instructions. However, if the
law changes allowing Nationwide to vote in its own right, it may elect to do so.
Policy owners with voting interests in an underlying mutual fund will be
notified of issues requiring the shareholder's vote as soon as possible prior to
the shareholder meeting. Notification will contain proxy materials, and a form
to return to Nationwide with voting instructions. Nationwide will vote shares
for which no instructions are received in the same proportion as those that are
received.
The number of shares which a policy owner may vote is determined by dividing the
cash value of the amount they have allocated to an underlying mutual fund by the
net asset value of that underlying mutual fund. Nationwide will designate a date
for this determination not more than 90 days before the shareholder meeting.
Substitution of Securities
Nationwide may substitute, eliminate and/or combine shares of another underlying
mutual fund for shares already purchased or to be purchased in the future if
either of the following occur:
1) shares of a current underlying mutual fund option are no longer available
for investment; or
2) further investment in an underlying mutual fund option is inappropriate.
No substitution, elimination, and/or combination of shares may take place
without the prior approval of the SEC and state insurance departments.
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Material Conflicts
The underlying mutual funds may be offered through separate accounts of other
insurance companies, as well as through other separate accounts of Nationwide.
Nationwide does not anticipate any disadvantages to this. However, it is
possible that a conflict may arise between the interests of the variable account
and one or more of the other separate accounts in which these underlying mutual
funds participate.
Material conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts, or differences
in the voting instructions of the contract owners and those of other companies.
If a material conflict occurs, Nationwide will take whatever steps are necessary
to protect contract owners and variable annuity payees, including withdrawal of
the variable account from participation in the underlying mutual fund(s)
involved in the conflict.
THE FIXED ACCOUNT
The fixed account is an investment option that is funded by assets of
Nationwide's general account. The general account contains all of Nationwide's
assets other than those in other Nationwide separate accounts. It is used to
support Nationwide's annuity and insurance obligations and may contain
compensation for mortality and expense risks. Purchase payments will be
allocated to the fixed account by election of the contract owner.
Under exemptive and exclusionary provisions, Nationwide's general account has
not been registered under the Securities Act of 1933 and has not been registered
as an investment company under the Investment Company Act of 1940. Accordingly,
neither the general account nor any interest therein is subject to the
provisions of these Acts. Nationwide has been advised that the staff of the SEC
has not reviewed the disclosures in this prospectus relating to the fixed
account. Disclosures regarding the general account may, however, be subject to
certain generally applicable provisions of the federal securities laws
concerning the accuracy and completeness of statements made in prospectuses.
The investment income earned by the fixed account will be allocated to the
contracts at varying rate(s) set by Nationwide. The guaranteed rate for any
purchase payment will be effective for not less than twelve months.
Nationwide guarantees that the rate will not be less than 4.0% per year.
Any interest in excess of 4.0% will be credited to fixed account allocations at
Nationwide's sole discretion. The contract owner assumes the risk that interest
credited to fixed account allocations may not exceed the minimum guarantee of
4.0% for any given year.
New purchase payments deposited to the contract which are allocated to the fixed
account may receive a different rate of interest than amounts transferred from
the sub-accounts to the fixed account and amounts maturing in the fixed account.
INFORMATION ABOUT THE POLICIES
MINIMUM REQUIREMENTS FOR POLICY ISSUANCE
This policy provides life insurance coverage with the flexibility to vary the
amount and frequency of premium payments. At policy issuance, the policy owner
selects the premium and specified amount, which consists of basic coverage and
supplemental coverage, if any. The proportion of supplemental coverage is
irrevocable. A policy owner can apply to increase or decrease the specified
amount no more than once per policy year.
The minimum specified amount is $100,000. Supplemental coverage cannot exceed
90% of the specified amount.
Supplemental coverage differs from basic coverage in several respects: (1)
supplemental coverage has lower cost of insurance rates, on a current basis; (2)
supplemental coverage has no surrender charges; and (3) supplemental coverage
has no monthly per unit charge, on a current basis. Supplemental coverage is not
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<PAGE> 11
available for policies issued in the State of New York.
Policies may be issued to insureds at ages consistent with Nationwide's
underwriting guidelines. Before issuing any policy, Nationwide requires
satisfactory evidence of insurability which may include medical examinations.
PREMIUM PAYMENTS
Each premium payment must be at least $50. The initial premium is payable in
full at Nationwide's home office or to an authorized agent of Nationwide.
Upon payment of the initial premium, temporary insurance may be provided.
Issuance of the continuing insurance coverage is dependent upon completion of
all underwriting requirements, payment of initial premium, and delivery of the
policy while both insureds are still living.
Additional premium payments may be made at any time while the policy is in
force, subject to the following conditions:
- Nationwide may require satisfactory evidence of insurability before
accepting any additional premium payment which results in an increase
in the net amount at risk.
- Premium payments in excess of the premium limit established by the IRS
to qualify the policy as a contract for life insurance will be
refunded.
- Nationwide may require policy indebtedness be repaid prior to
accepting any additional premium payments.
Additional premium payments or other changes to the policy may jeopardize the
policy's non-modified endowment status. Nationwide will monitor premiums paid
and other policy transactions and will notify the policy owner when non-modified
endowment contract status is in jeopardy.
Nationwide will send scheduled premium payment reminder notices to policy owners
according to the premium mode shown on the policy data page.
DEATH BENEFIT GUARANTEES
Lifetime Death Benefit Guarantee
The policy will not lapse if cumulative premiums, less any indebtedness and
partial withdrawals are greater than or equal to cumulative Lifetime Death
Benefit Guarantee premiums (see "Grace Period").
Limited Death Benefit Guarantee
The policy will not lapse during the Limited Death Benefit Guarantee period if
cumulative premiums, less any indebtedness and partial withdrawals, are greater
than or equal to cumulative Limited Death Benefit Guarantee premiums. The
Limited Death Benefit Guarantee period runs from the policy date to the policy
anniversary on or next following the younger insured's 75th birthday (see "Grace
Period").
PRICING
Premiums will not be priced when the New York Stock Exchange is closed or on the
following nationally recognized holidays:
- - New Year's Day - Independence Day
- - Martin Luther King, Jr. Day - Labor Day
- - Presidents' Day - Thanksgiving
- - Good Friday - Christmas
- - Memorial Day
Nationwide also will not price purchase payments if:
(1) trading on the New York Stock Exchange is restricted;
(2) an emergency exists making disposal or valuation of securities held in the
variable account impracticable; or
(3) the SEC, by order, permits a suspension or postponement for the protection
of security holders.
Rules and regulations of the SEC will govern as to when the conditions described
in (2) and (3) exist. If Nationwide is closed on days when the
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<PAGE> 12
New York Stock Exchange is open, policy value may be affected since the policy
owner would not have access to their account.
POLICY CHARGES
SALES LOAD
Nationwide deducts a sales load from each premium payment received. It is
guaranteed never to exceed 5.0% of each premium payment during the first 10
policy years and 1.5% of each premium payment thereafter (5.0% in New Jersey).
Currently, the sales load is 5.0% during the first 10 policy years and 0%
thereafter.
The total sales load actually deducted from any policy will be equal to the sum
of this front-end sales load plus any sales surrender charge. In addition, the
portion of the increase charges attributable to an increase in specified amount
that reimburse Nationwide for distribution expenses will be added to the total
sales load deduction.
TAX EXPENSE CHARGES
A charge equal to 3.5% is deducted from all premium payments, when the premium
payment is received, in order to compensate Nationwide for certain
administrative expenses which are incurred by Nationwide for taxes, which
include premium or other taxes, imposed by various state and local jurisdiction
as well as federal taxes imposed under Section 848 of the Internal Revenue Code.
These tax expenses to Nationwide consist of two components:
(1) a tax rate of 2.25% for state and local premium or other taxes; and
(2) a tax rate of 1.25% for federal taxes.
The amount charged may be more or less than the amount actually assessed by the
state in which a particular policy owner lives.
Nationwide does not expect to make a profit from these charges.
SURRENDER CHARGES
Nationwide deducts a surrender charge from the cash value of any policy
surrendered during the first 14 policy years. However, if the average issue age
is greater than or equal to age 75, Nationwide will deduct a surrender charge
only during the first 9 policy years. The charge is deducted proportionally from
the cash value in each sub-account and the fixed account.
The maximum surrender charge varies by the issue ages, sexes, and underwriting
classifications of the insureds and is calculated based on the initial basic
coverage on the policy date.
The following table illustrates the maximum surrender charge per $1,000 of
initial basic coverage for policies which are issued on a male non-tobacco
preferred and a female non-tobacco other than preferred basis (see "Appendix B:
Illustrations of Cash Values, Cash Surrender Values, and Death Benefits" for
specific examples) based on $1 million specified amount.
<TABLE>
<CAPTION>
Maximum Surrender Charges
------------------------------------------------------
Per $1,000 of Initial
Average Issue Age Basic Coverage
------------------------------------------------------
<S> <C>
35/35 $ 5.54
------------------------------------------------------
45/45 8.51
------------------------------------------------------
55/55 11.30
------------------------------------------------------
65/65 15.82
------------------------------------------------------
75/75 23.34
------------------------------------------------------
</TABLE>
The surrender charge is comprised of two components:
- - an underwriting component; and
- - a sales component.
The underwriting component varies by average issue age in the following manner:
<TABLE>
<CAPTION>
Underwriting Component
--------------------------------------------------------
Per $1,000 of Initial Basic
Average Issue Age Coverage
--------------------------------------------------------
<S> <C>
0-39 $ 4.00
--------------------------------------------------------
40-49 6.00
--------------------------------------------------------
50-59 7.00
--------------------------------------------------------
60-85 8.00
--------------------------------------------------------
</TABLE>
The underwriting component is designed to cover the administrative expenses
associated
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<PAGE> 13
with underwriting and issuing policies, including the costs of:
- processing applications;
- conducting medical exams;
- determining insurability and the insureds' underwriting class; and
- establishing policy records.
The remainder of the surrender charge that is not attributable to the
underwriting component represents the sales component. The purpose of the sales
component is to reimburse Nationwide for some of the expenses incurred in the
distribution of the policies.
In no event will this component exceed 23.75% of the lesser of the SEC Guideline
Level Premium required in the first year or the premiums actually paid in the
first year.
The following table illustrates the maximum sales surrender charge per $1,000 of
initial basic coverage based on a policy issued on a male non-tobacco preferred
and a female non-tobacco other than preferred basis.
<TABLE>
<CAPTION>
Maximum Sales Component
------------------------------------------------------
Per $1,000 of Initial Basic
Average Issue Age Coverage
------------------------------------------------------
<S> <C>
35/35 $1.54
------------------------------------------------------
45/45 2.51
------------------------------------------------------
55/55 4.30
------------------------------------------------------
65/65 7.82
------------------------------------------------------
75/75 15.34
------------------------------------------------------
</TABLE>
Nationwide does not expect to profit from the surrender charge. The surrender
charge may be insufficient to recover certain expenses related to the sale of
the policies. Unrecovered expenses are born by Nationwide's general assets which
may include profits, if any, from mortality and expense risk charges. Additional
premiums and/or income earned on assets in the variable account have no effect
on these charges.
The surrender charge does not apply to increases or decreases in specified
amount.
Reductions to Surrender Charges
Surrender charges are reduced in subsequent policy years as follows:
Surrender Charge
as a Percentage of Initial Surrender Charge
- ------------------------------------------------------
Policy Year Average Issue Age Average Issue Age
Less Than 75 75 or Greater
- ------------------------------------------------------
1 100% 100%
- ------------------------------------------------------
2 100% 100%
- ------------------------------------------------------
3 100% 90%
- ------------------------------------------------------
4 95% 80%
- ------------------------------------------------------
5 90% 70%
- ------------------------------------------------------
6 85% 60%
- ------------------------------------------------------
7 80% 45%
- ------------------------------------------------------
8 75% 30%
- ------------------------------------------------------
9 70% 15%
- ------------------------------------------------------
10 65% 0%
- ------------------------------------------------------
11 60% 0%
- ------------------------------------------------------
12 45% 0%
- ------------------------------------------------------
13 30% 0%
- ------------------------------------------------------
14 15% 0%
- ------------------------------------------------------
15+ 0% 0%
- ------------------------------------------------------
MONTHLY COST OF INSURANCE
The monthly cost of insurance charge reflects the anticipated mortality of both
insureds and the fact that the death benefit is not payable until the death of
the last surviving insured.
The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the net amount at risk. The
net amount at risk is the difference between the death benefit and the policy's
cash value, as calculated at the beginning of each policy month. This deduction
is charged proportionately to the cash value in each sub-account and the fixed
account.
Monthly cost of insurance rates will not exceed those guaranteed in the policy.
Guaranteed cost of insurance rates are based on the 1980 Commissioners Standard
Ordinary Mortality Table, Age Last Birthday (1980 CSO). Guaranteed cost of
insurance rates for policies issued on a substandard basis are based on
13
<PAGE> 14
appropriate multiples of the 1980 CSO. These mortality tables are sex distinct.
In addition, separate mortality tables will be used for tobacco and non-tobacco.
The rate class of an insured may affect the cost of insurance rate. Nationwide
currently places insureds into both standard rate classes and substandard rate
classes that involve a higher mortality risk. In an otherwise identical policy,
an insured in the standard rate class will have a lower cost of insurance than
an insured in a rate class with higher mortality risks.
MONTHLY ADMINISTRATIVE CHARGE
Nationwide deducts a monthly administrative expense charge proportionately from
the cash value in each sub-account and the fixed account. This charge reimburses
Nationwide for certain actual expenses related to maintenance of the policies
including accounting and record keeping, and periodic reporting to policy
owners. Nationwide does not expect to recover any amount in excess of aggregate
maintenance expenses from this charge.
Currently, this charge is the sum of the per policy charge and the per $1,000
basic coverage charge as set forth below:
- ------------------------------------------------------
Policy Per Policy Per $1,000 Basic Coverage
Year(s) Charge Charge
- ------------------------------------------------------
1-10 $10.00 $0.04
but not less than $20 or
more than $80 per policy
- ------------------------------------------------------
11+ $5.00 $0.02
but not less than $10 or
more than $40 per policy
- ------------------------------------------------------
The charge for years 11+ may be increased at Nationwide's sole discretion, but
may not exceed the charge for years 1-10.
After a change in specified amount, the per $1000 basic coverage charge portion
of the monthly administrative expense charge is based on the new basic coverage
in effect.
For policies issued in the State of New York, the per policy charge portion is
equal to $7.50 per month in all years, both currently and guaranteed. The
monthly per $1,000 basic coverage charge portion in New York is $0.04 per $1,000
in the first year only, subject to a minimum of $20 and a maximum of $80 per
policy, currently and guaranteed, and $0 thereafter.
MORTALITY AND EXPENSE RISK CHARGE
Nationwide assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risk assumed under the policies is that both insureds may
not live as long as expected. The expense risk assumed is that the actual
expenses incurred in issuing and administering the policies may be greater than
expected. In addition, Nationwide assumes risks associated with the non-recovery
of policy issue, underwriting and other administrative expenses due to policies
that lapse or are surrendered in the early policy years.
Nationwide deducts the mortality and expense risk charge from the variable
account on a monthly basis. Mortality and expense risk deductions will be
charged proportionally to the cash value in each sub-account. The mortality and
expense risk charge is equivalent to an annual effective rate of 0.55% for
policy years 1-10. This charge varies starting at the beginning of policy year
11, depending on the variable account value, as described in the table that
follows.
- ---------------------------- ----------------------------
Variable Account Value at Mortality and Expense Risk
the Beginning of Policy Charge for Years 11+
Year 11
- ---------------------------- ----------------------------
less than $25,000 0.55%
- ---------------------------- ----------------------------
$25,000 to $99,999 0.35%
- ---------------------------- ----------------------------
$100,000 or more 0.20%
- ---------------------------- ----------------------------
Policy owners receive quarterly and annual statements, advising policy owners of
the cancellation of accumulation units for mortality and expense risk charges.
These charges are all guaranteed. In the State of New York, the annual effective
rate is 0.55% in years 1-10 and 0.35% beginning in year 11, regardless of
variable account value.
14
<PAGE> 15
INCOME TAX
No charge is assessed to policy owners for income taxes incurred by Nationwide
as a result of the operations of the sub-accounts. However, Nationwide reserves
the right to assess a charge for income taxes against the variable account if
income taxes are incurred.
REDUCTION OF CHARGES
The policy is available for purchase by individuals, corporations and other
groups. Nationwide may reduce or eliminate certain charges (sales load,
surrender charge, monthly administrative charge, monthly cost of insurance
charge, or other charges), where the size or nature of the group results in
savings in sales, underwriting, administrative or other costs, to Nationwide.
These charges may be reduced in certain group, sponsored arrangements or special
exchange programs made available by Nationwide, (including employees of
Nationwide and their families).
Eligibility for reduction in charges and the amount of any reduction is
determined by a number of factors, including:
- the number of insureds;
- the total premium expected to be paid;
- total assets under management for the policy owner;
- the nature of the relationship among individual insureds;
- the purpose for which the policies are being purchased;
- the expected persistency of individual policies; and
- any other circumstances which are rationally related to the expected
reduction in expenses.
The extent and nature of reductions may change from time to time. The charge
structure may vary. Variations are determined in a manner not unfairly
discriminatory to policy owners which reflects differences in costs of services.
SURRENDERING THE POLICY FOR CASH
SURRENDER (REDEMPTION)
Policies may be surrendered for the cash surrender value any time while the
insured is living. The cancellation will be effective as of the date Nationwide
receives the policy accompanied by a signed, written request for cancellation.
In some cases, Nationwide may require additional documentation of a customary
nature.
CASH SURRENDER VALUE
The cash surrender value increases or decreases daily to reflect the investment
experience of the variable account and the daily crediting of interest in the
fixed account and the policy loan account.
The cash surrender value equals the policy's cash value, next computed after the
date Nationwide receives a proper written request for surrender and the policy,
minus any charges, indebtedness or other deductions due on that date, which may
also include a surrender charge.
PARTIAL SURRENDERS
After the policy has been in force for one year, the policy owner may request a
partial surrender.
Partial surrenders are permitted if they satisfy the following requirements:
1) the minimum partial surrender is $500;
2) partial surrenders may not reduce the specified amount below the
minimum issue amount ($100,000);
3) the maximum amount of a partial surrender is the cash surrender value
less the greater of $500 or three monthly deductions; and
4) after the partial surrender, the policy continues to qualify as life
insurance.
Nationwide reserves the right to limit the number of partial surrenders in each
policy year.
15
<PAGE> 16
When a partial surrender is made, the cash value is reduced by the amount of the
partial surrender. Also, under death benefit Option 1, the specified amount is
reduced by the amount of the partial surrender. The basic and supplemental
specified amounts are reduced proportionally.
Partial surrenders will be first deducted from the values in the sub-accounts.
Partial surrenders will be deducted from the fixed account only to the extent
that insufficient values are available in the sub-accounts.
Nationwide reserves the right to deduct a fee for each partial surrender. The
fee will not be more than the lesser of $25 or 2% of the amount of the partial
surrender. On a current basis, Nationwide does not deduct this fee.
Certain partial surrenders may result in currently taxable income and tax
penalties.
INCOME TAX WITHHOLDING
Federal law requires Nationwide to withhold income tax from any portion of
surrender proceeds subject to tax. Nationwide will withhold income tax unless
the policy owner advises Nationwide, in writing, of his or her request not to
withhold. If a policy owner requests that taxes not be withheld, or if the taxes
withheld are insufficient, the policy owner may be liable for payment of an
estimated tax. Policy owners should consult a tax advisor.
VARIATION IN CASH VALUE
On any date during the policy year, the cash value equals the cash value on the
preceding valuation date plus any net premium applied since the previous
valuation date, minus any partial surrenders plus or minus any investment
results, and less any policy charges.
There is no guaranteed cash value. The cash value will vary with the investment
experience of the variable account and/or the daily crediting of interest in the
fixed account and policy loan account depending on the allocation of cash value
by the policy owner.
POLICY PROVISIONS
POLICY OWNER
While either insured is living, all rights in this policy are vested in the
policy owner named in the application or as subsequently changed, subject to
assignment, if any.
The policy owner may name a contingent policy owner or a new policy owner while
either insured is living. Any change must be in a written form satisfactory to
Nationwide and recorded at Nationwide's home office. Once recorded, the change
will be effective when signed. The change will not affect any payment made or
action taken by Nationwide before it was recorded. Nationwide may require that
the policy be submitted for endorsement before making a change.
If the policy owner dies before both insureds, the policy owner's rights in this
policy belong to the policy owner's estate.
BENEFICIARY
The beneficiary(ies) will be as named in the application or as subsequently
changed, subject to assignment, if any.
The policy owner may name a new beneficiary while either insured is living. Any
change must be in a written form satisfactory to Nationwide and recorded at
Nationwide's home office. Once recorded, the change will be effective when
signed. The change will not affect any payment made or action taken by
Nationwide before it was recorded.
If any beneficiary predeceases an insured, that beneficiary's interest passes to
any surviving beneficiary(ies), unless otherwise provided. Multiple
beneficiaries will be paid in equal shares, unless otherwise provided. If no
named beneficiary survives both insureds, the death proceeds will be paid to the
policy owner or the policy owner's estate.
CHANGES IN EXISTING INSURANCE COVERAGE
The policy owner may request certain changes in the insurance coverage under the
policy. Requests must be in writing and received by
16
<PAGE> 17
Nationwide. No change will take effect unless the cash surrender value after the
change is sufficient to keep the policy in force for at least 3 months.
Any approved change will have an effective date of the monthly anniversary day
on or next following the date Nationwide approves the application for the
change. Basic and supplemental coverage will change proportionally.
Nationwide reserves the right to limit the number of specified amount changes to
one each policy year.
Specified Amount Increases
After the first policy year, the policy owner may request an increase to the
specified amount. Any increase will be subject to the following conditions:
1. satisfactory evidence of insurability must be provided for both
insureds;
2. the increase must be for a minimum of $10,000; and
3. age limits are the same as for a new issue.
Specified Amount Decreases
After the first policy year, the policy owner may also request a decrease to the
specified amount. Any such decrease shall reduce insurance in the following
order:
1. against insurance provided by the most recent increase;
2. against the next most recent increases successively; and
3. against insurance provided under the original application.
Nationwide will refuse a request for a decrease which would:
1. reduce the specified amount to less than the minimum issue amount; or
2. disqualify the policy as a contract for life insurance.
OPERATION OF THE POLICY
ALLOCATION OF NET PREMIUM AND CASH VALUE
Nationwide allocates premium payments to sub-accounts or the fixed account, as
instructed by policy owners. All percentage allocations must be in whole
numbers, and must be at least 5%. The sum of allocations must equal 100%. Future
premium allocations may be changed by giving written notice to Nationwide.
Premiums allocated to a sub-account on the application are allocated to the NSAT
Money Market Fund during the period a policy owner can cancel the policy, unless
a specific state requires premiums to be allocated to the fixed account. At the
expiration of this period, these premiums are used to purchase shares of the
underlying mutual funds specified by the policy owner at net asset value for the
respective sub-account(s).
The policy owner may change the allocation of net premiums or may transfer cash
value from one sub-account to another. Changes are subject to the terms and
conditions imposed by each underlying mutual fund and those found in this
prospectus. Net premiums allocated to the fixed account at the time of
application may not be transferred from the fixed account prior to the first
policy anniversary (see "Transfers").
HOW THE INVESTMENT EXPERIENCE IS DETERMINED
The accumulation unit value for a valuation period is determined by multiplying
the accumulation unit value for each sub-account for the immediately preceding
valuation period by the net investment factor for the sub-account for the
subsequent valuation period. Though the number of accumulation units will not
change as a result of investment experience, the value of an accumulation unit
may increase or decrease from valuation period to valuation period.
NET INVESTMENT FACTOR
The net investment factor for any valuation period is determined by dividing (a)
by (b) where:
17
<PAGE> 18
(a) is:
(1) the net asset value per share of the underlying mutual fund held
in the sub-account as of the end of the current valuation period;
and
(2) the per share amount of any dividend or income distributions made
by the underlying mutual fund (if the ex-dividend date occurs
during the current valuation period).
(b) is the net asset value per share of the underlying mutual fund determined
as of the end of the immediately preceding valuation period.
The net investment factor may be greater or less than one; therefore, the value
of an accumulation unit may increase or decrease. Nationwide does not currently
assess any charge for income taxes incurred by Nationwide as a result of the
operations of the sub-accounts. Nationwide reserves the right to assess a charge
for such taxes if Nationwide determines that such taxes will be incurred.
DETERMINING THE CASH VALUE
The cash value is the sum of the value of all variable account accumulation
units attributable to the policy plus amounts credited to the fixed account and
the policy loan account.
The number of accumulation units credited to each sub-account is determined by
dividing the net amount allocated to the sub-account by the accumulation unit
value for the sub-account for the valuation period during which the premium is
received by Nationwide. In the event part or all of the cash value is
surrendered or charges or deductions are made against the cash value, an
appropriate number of accumulation units from the variable account and an
appropriate amount from the fixed account will be deducted in the same
proportion that the policy owner's interest in the variable account and the
fixed account bears to the total cash value.
The cash value in the fixed account and the policy loan account is credited with
interest daily at an effective annual rate which Nationwide periodically
declares. The annual effective rate will never be less than 4%. (For a
description of the annual effective credited rates, see "The Fixed Account" and
"Policy Loans.") Upon request, Nationwide will inform the policy owner of the
then applicable rates for each account.
TRANSFERS
Policy owners can transfer allocations without penalty or adjustment subject to
the following conditions:
- Transfers between the fixed account and the variable account may not
be made in the first policy year.
- Transfers between the fixed account and the variable account may be
made once per policy year.
- Transfers among sub-accounts may be made once per valuation date.
- Nationwide reserves the right to restrict the amount transferred from
the fixed account to 25% of the cash value in the fixed account.
Policy owners who have entered into Dollar Cost Averaging agreements
with Nationwide may transfer under the terms of that agreement.
- Nationwide reserves the right to restrict the amount transferred to
the fixed account to 25% of the cash value.
The policy owner's cash value in each sub-account will be determined as of the
date Nationwide receives the transfer request in good order.
Transfer Requests
Nationwide will accept transfer requests in writing or in those states that
allow, over the telephone. Nationwide will use reasonable procedures to confirm
that telephone instructions are genuine and will not be liable for following
instructions it reasonably determined to be genuine. Nationwide may withdraw the
telephone exchange privilege upon 30 days written notice to policy owners.
18
<PAGE> 19
Market-Timing Firms
Some policy owners may use market-timing firms or other third parties to make
transfers on their behalf. Generally, in order to take advantage of perceived
market trends, market- timing firms will submit transfer requests on behalf of
multiple policy owners at the same time. Sometimes this can result in unusually
large transfers of funds. These large transfers might interfere with the ability
of Nationwide or the underlying mutual fund to process transactions. This can
potentially disadvantage policy owners not using market-timing firms. To avoid
this, Nationwide may modify the transfer rights of policy owners who use
market-timing firms (or other third parties) to initiate transfers on their
behalf.
The transfer rights of individual policy owners will not be modified in any way
when instructions are submitted directly by the policy owner, or by the policy
owner's representative (as authorized by the execution of a valid Nationwide
Limited Power of Attorney Form).
To protect policy owners, Nationwide may refuse transfer requests:
- submitted by any agent acting under a power of attorney on behalf of
more than one policy owner; or
- submitted on behalf of individual policy owners who have executed
pre-authorized exchange forms which are submitted by market-timing
firms (or other third parties) on behalf of more than one policy owner
at the same time.
Nationwide will not restrict transfer rights unless Nationwide believes it to be
necessary for the protection of all policy owners.
RIGHT TO REVOKE
A policy owner may cancel the policy be returning it by the latest of:
- 10 days after receiving the policy;
- 45 days after signing the application; or
- 10 days after Nationwide delivers a Notice of Right to Withdrawal.
The policy can be mailed to the registered representative who sold it, or
directly to Nationwide.
Returned policies are deemed void from the beginning. Nationwide will refund the
amount prescribed by the state in which the policy was issued within seven days
after it receives the policy. The refunded policy value will reflect the
deduction of any policy charges, unless otherwise required by law. This right
varies by state.
POLICY LOANS
TAKING A POLICY LOAN
The policy owner may take a policy loan at any time using the policy as
security. Maximum policy indebtedness is limited to 90% of the cash value, less
any surrender charges. Maximum policy indebtedness in Texas is limited to 90% of
the cash value in the sub-accounts and 100% of the cash value in the fixed
account, less any surrender charges and less interest due on the next policy
anniversary. The cash value less surrender charge is determined as of the loan
date. Nationwide will not grant a loan for an amount less than $1,000. Policy
indebtedness will be deducted from the death benefit, cash surrender value upon
surrender, or the maturity proceeds.
Any request for a policy loan must be in written form. The request must be
signed and, where permitted, the signature guaranteed by a member firm of the
New York, American, Boston, Midwest, Philadelphia or Pacific Stock Exchanges, or
by a commercial bank or a savings and loan which is a member of the Federal
Deposit Insurance Corporation. Certain policy loans may result in currently
taxable income and tax penalties.
A policy owner considering the use of policy loans in connection with his or her
retirement income plan should consult his or her personal tax adviser regarding
potential tax consequences that may arise if necessary payments are not
19
<PAGE> 20
made to keep the policy from lapsing. The amount of the payments necessary to
prevent the policy from lapsing will increase with age.
EFFECT ON INVESTMENT PERFORMANCE
When a loan is made, an amount equal to the amount of the loan is transferred
from the variable account to the policy loan account. If the assets relating to
a policy are held in more than one sub-account, withdrawals from sub-accounts
will be made in proportion to the assets in each sub-account at the time of the
loan. Policy loans will be transferred from the fixed account only when
sufficient amounts are not available in the sub-accounts.
The amount taken out of the variable account will not be affected by the
variable account's investment experience while the loan is outstanding.
INTEREST
The annual effective loan interest rate charged on policy loans is 6.0%.
On a current basis, cash value in the policy loan account is credited with an
annual effective rate of 5.1% during policy years 2 through 10 and an annual
effective rate of 6% during the 11th and subsequent policy years. Nationwide may
change the current interest crediting rate on the policy loans at any time at
its sole discretion. However, the rate is guaranteed never to be lower than
5.1%.
If it is determined that such loans will be treated, as a result of the
differential between the interest crediting rate and the loan interest rate, as
taxable distributions under any applicable ruling, regulation, or court
decision, Nationwide retains the right to increase the net cost (by decreasing
the interest crediting rate) on all subsequent policy loans to an amount that
would result in the transaction being treated as a loan under federal tax law.
If this amount is not prescribed by such ruling, regulation, or court decision,
the amount will be that which Nationwide considers to be more likely to result
in the transaction being treated as a loan under federal tax law.
Amounts transferred to the policy loan account will earn interest daily from the
date of transfer. The earned interest is transferred from the policy loan
account to a variable account or the fixed account on each policy anniversary,
at the time a new loan is requested, or at the time of loan repayment. It will
be allocated according to the fund allocation factors in effect at the time of
the transfer.
Interest is charged daily and is payable at the end of each policy year or at
the time of loan repayment. Unpaid interest will be added to the existing policy
indebtedness as of the due date and will be charged interest at the same rate as
the rest of the indebtedness.
Whenever the total policy indebtedness exceeds the cash value less any surrender
charges, Nationwide will send a notice to the policy owner and the assignee, if
any. The policy will terminate without value 61 days after the mailing of the
notice unless a sufficient repayment is made during that period. A repayment is
sufficient if it is large enough to reduce the total policy indebtedness to an
amount equal to the total cash value less any surrender charges plus an amount
sufficient to continue the policy in force for 3 months.
EFFECT ON DEATH BENEFIT AND CASH VALUE
A policy loan, whether or not repaid, will have a permanent effect on the death
benefit and cash value because the investment results of the variable account or
the fixed account will apply only to the non-loaned portion of the cash value.
The longer the loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the variable account or the fixed account
while the loan is outstanding, the effect could be favorable or unfavorable.
REPAYMENT
All or part of the indebtedness may be repaid at any time while the policy is in
force during the insured's lifetime. Any payment intended as a premium payment,
rather than a loan repayment, must be identified as such. Loan repayments will
be credited to the sub-accounts and the fixed account in proportion to the
policy
20
<PAGE> 21
owner's underlying mutual fund allocation factors in effect at the time of the
repayment. Each repayment may not be less than $50. Nationwide reserves the
right to require that any loan repayments resulting from policy loans
transferred from the fixed account must be first allocated to the fixed account.
ASSIGNMENT
While either insured is living, the policy owner may assign his or her rights in
the policy. The assignment must be in writing, signed by the policy owner and
recorded at Nationwide's home office. Prior to being recorded, assignments will
not affect any payments made or actions taken by Nationwide. Nationwide is not
responsible for any assignment not submitted for recording, nor is Nationwide
responsible for the sufficiency or validity of any assignment. Assignments are
subject to any indebtedness owed to Nationwide before being recorded.
POLICY OWNER SERVICES
DOLLAR COST AVERAGING
Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level investments over time. It involves the automatic transfer of a
specified amount from the fixed account and/or certain sub-accounts into other
sub-accounts. Nationwide does not guarantee that this program will result in
profit or protect policy owners from loss.
Policy owners direct Nationwide to automatically transfer specified amounts from
the fixed account and the following underlying mutual fund options: Federated
Insurance Series - Federated Quality Bond Fund II; Fidelity VIP High Income
Portfolio; NSAT Government Bond Fund; NSAT Nationwide High Income Bond Fund; and
the NSAT Money Market Fund.
The minimum monthly transfer is $100. Transfers from the fixed account must be
equal to or less than 1/30th of the fixed account value at the time the program
is requested.
Transfers occur monthly or on another frequency if permitted by Nationwide.
Nationwide will process transfers until either the value in the originating
investment option is exhausted, or the policy owner instructs Nationwide in
writing to stop the transfers.
Nationwide reserves the right to stop establishing new Dollar Cost Averaging
programs. Nationwide reserves the right to assess a processing fee for this
service.
DEATH BENEFIT INFORMATION
CALCULATION OF THE DEATH BENEFIT
At issue, the policy owner selects premium and the specified amount, which
consists of the basic coverage and the supplemental coverage, if any (see
"Underwriting and Issuance").
While the policy is in force, the death benefit will never be less than the
specified amount. The death benefit may vary with the cash value of the policy,
which depends on investment performance.
The policy owner chooses one of two death benefit options.
OPTION 1: the death benefit will be the greater of the specified amount or the
applicable percentage of cash value (see below). Under OPTION 1, the amount of
the death benefit will ordinarily not change for several years to reflect the
investment performance, and may not change at all. If investment performance is
favorable, the amount of death benefit may increase. To see how and when
investment performance will begin to affect death benefits, please see the
illustrations in Appendix B.
OPTION 2: the death benefit will be the greater of the specified amount plus the
cash value, or the applicable percentage of cash value. Under OPTION 2, the
amount of the death benefit will vary directly with the investment performance.
The term "applicable percentage" means the percentage shown in the "Applicable
Percentage of Cash Value Table." The applicable percentage depends on whether
the policy owner elected the Guideline Premium/Cash
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<PAGE> 22
Value Corridor Test or the Cash Value Accumulation Test. The following tables
illustrate applicable percentages:
<TABLE>
<CAPTION>
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
TABLE OF APPLICABLE PERCENTAGES OF CASH VALUE
- ---------------------------------------------------------------------------------------------------------------------
Attained Age of Percentage of Attained Age of Percentage of Cash Attained Age of Percentage of
Younger Insured Cash Value Younger Insured Value Younger Insured Cash Value
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
0-40 250% 60 130% 80 105%
- ---------------------------------------------------------------------------------------------------------------------
41 243% 61 128% 81 105%
- ---------------------------------------------------------------------------------------------------------------------
42 236% 62 126% 82 105%
- ---------------------------------------------------------------------------------------------------------------------
43 229% 63 124% 83 105%
- ---------------------------------------------------------------------------------------------------------------------
44 222% 64 122% 84 105%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
45 215% 65 120% 85 105%
- ---------------------------------------------------------------------------------------------------------------------
46 209% 66 119% 86 105%
- ---------------------------------------------------------------------------------------------------------------------
47 203% 67 118% 87 105%
- ---------------------------------------------------------------------------------------------------------------------
48 197% 68 117% 88 105%
- ---------------------------------------------------------------------------------------------------------------------
49 191% 69 116% 89 105%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
50 185% 70 115% 90 105%
- ---------------------------------------------------------------------------------------------------------------------
51 178% 71 113% 91 104%
- ---------------------------------------------------------------------------------------------------------------------
52 171% 72 111% 92 103%
- ---------------------------------------------------------------------------------------------------------------------
53 164% 73 109% 93 102%
- ---------------------------------------------------------------------------------------------------------------------
54 157% 74 107% 94 101%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
55 150% 75 105% 95 101%
- ---------------------------------------------------------------------------------------------------------------------
56 146% 76 105% 96 101%
- ---------------------------------------------------------------------------------------------------------------------
57 142% 77 105% 97 101%
- ---------------------------------------------------------------------------------------------------------------------
58 138% 78 105% 98 101%
- ---------------------------------------------------------------------------------------------------------------------
59 134% 79 105% 99 101%
- ---------------------------------------------------------------------------------------------------------------------
100 100%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
22
<PAGE> 23
CASH VALUE ACCUMULATION TEST
The Cash Value Accumulation Test also requires the death benefit to exceed an
applicable percentage of the cash value. These applicable percentages are the
net inverses of net single premiums based on an interest rate of 4% and 1980 CSO
guaranteed mortality as prescribed in Internal Revenue Code Section 7702 for the
Cash Value Accumulation Test. These premiums vary with the ages, sexes, and risk
classifications of the insureds.
The table below provides an example of applicable percentages for the Cash Value
Accumulation Test. This example is for a male non-tobacco preferred issue age 55
and a female non-tobacco preferred issue age 55.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Policy Percentage of Policy Percentage of Cash Policy Percentage of
Year Cash Value Year Value Year Cash Value
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 302% 16 174% 31 121%
- ---------------------------------------------------------------------------------------------------------------------
2 290% 17 169% 32 119%
- ---------------------------------------------------------------------------------------------------------------------
3 279% 18 164% 33 118%
- ---------------------------------------------------------------------------------------------------------------------
4 269% 19 159% 34 116%
- ---------------------------------------------------------------------------------------------------------------------
5 259% 20 154% 35 115%
- ---------------------------------------------------------------------------------------------------------------------
6 249% 21 150% 36 113%
- ---------------------------------------------------------------------------------------------------------------------
7 240% 22 146% 37 112%
- ---------------------------------------------------------------------------------------------------------------------
8 231% 23 142% 38 111%
- ---------------------------------------------------------------------------------------------------------------------
9 223% 24 139% 39 110%
- ---------------------------------------------------------------------------------------------------------------------
10 215% 25 136% 40 108%
- ---------------------------------------------------------------------------------------------------------------------
11 207% 26 133% 41 107%
- ---------------------------------------------------------------------------------------------------------------------
12 200% 27 130% 42 106%
- ---------------------------------------------------------------------------------------------------------------------
13 193% 28 127% 43 104%
- ---------------------------------------------------------------------------------------------------------------------
14 186% 29 125% 44 103%
- ---------------------------------------------------------------------------------------------------------------------
15 180% 30 123% 45 102%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
CHANGES IN THE DEATH BENEFIT OPTION
After the first policy year, the policy owner may change the death benefit
option. If the change is from Option 1 to Option 2, the specified amount will be
decreased by the amount of the cash value. Basic coverage and supplemental
coverage will be decreased proportionally. If the change is from Option 2 to
Option 1, the specified amount will be increased by the amount of the cash
value. Basic coverage and supplemental coverage will be increased
proportionally.
Evidence of insurability is not required for a change from Option 2 to Option 1.
Nationwide reserves the right to require evidence of insurability for a change
from Option 1 to Option 2.
The effective date of the change will be the monthly anniversary date on or next
following the date Nationwide approves the request for change. Only one change
of option is permitted per policy year. A change in death benefit option will
not be permitted if it results in the total premiums paid exceeding the then
current maximum premium limitations prescribed by the IRS to qualify the policy
as a life insurance contract.
PROCEEDS PAYABLE ON DEATH
The actual death proceeds payable on the death of the last surviving insured
will be the death benefit as described above, less any policy indebtedness, and
less any unpaid policy charges. Under certain circumstances, the death
23
<PAGE> 24
proceeds may be adjusted (see "Incontestability," "Error in Age or Sex," and
"Suicide").
INCONTESTABILITY
Nationwide will not contest payment of the death proceeds based on the initial
specified amount after the policy has been in force during the lifetimes of both
insureds for 2 years from the policy date. For any increase in specified amount
requiring evidence of insurability, Nationwide will not contest payment of the
death proceeds based on such an increase after it has been in force during the
lifetimes of both insureds for 2 years from its effective date.
ERROR IN AGE OR SEX
If the age or sex of either insured has been misstated, the affected benefits
will be adjusted by the ratio of the last monthly cost of insurance deducted to
the monthly cost of insurance that would have been deducted based on the true
age and sex of each insured.
SUICIDE
If either insured dies by suicide, while sane or insane, within two years from
the policy date, Nationwide will pay no more than the sum of the premiums paid,
less any indebtedness, and less any partial surrenders. If either insured dies
by suicide, while sane or insane, within two years from the date an application
is accepted for an increase in the specified amount, Nationwide will pay no more
than the amount paid for the additional benefit.
MATURITY PROCEEDS
The maturity date is the policy anniversary on or next following the insured's
100th birthday. If the policy is still in force, maturity proceeds are payable
to the policy owner on the maturity date. Maturity proceeds are equal to the
amount of the policy's cash value, less any indebtedness.
RIGHT OF CONVERSION
The policy owner may at any time upon written request to Nationwide within 24
months of the policy date, make an irrevocable, one time election to transfer
all sub-account cash values to the fixed account. The right of conversion is
subject to state availability.
GRACE PERIOD
GRACE PERIOD WITHOUT DEATH BENEFIT GUARANTEES
If the surrender value on a monthly anniversary day is not sufficient to cover
the current monthly deduction, and no death benefit guarantee is in effect, a
grace period will be allowed for the payment of a premium of at least 4 times
the current monthly deduction. Nationwide will send the policy owner a notice at
the start of the grace period at the last known address stating the amount of
premium required to keep the policy from lapsing.
The grace period will end 61 days after the later of the day Nationwide mails
the notice or the monthly anniversary date when the surrender value was
insufficient. If the required amount is not paid by the end of the grace period,
this policy will terminate without value. Nationwide will pay the death proceeds
if the death proceeds become payable during the grace period.
LIFETIME DEATH BENEFIT GUARANTEE
The policy will not lapse if on each monthly anniversary date, (1) is greater
than or equal to (2), where:
1. is the sum of all premiums paid to date less any indebtedness and less any
previous partial surrenders; and
2. is the sum of the Lifetime Death Benefit Guarantee premiums due since the
policy date including such premium for the current monthly anniversary
date.
The Lifetime Death Benefit Guarantee is not permanently lost when premium
payments fall below those required to maintain this benefit. Payment of enough
premium to make (1) greater than or equal to (2) restores the benefit. Any
increase or decrease in specified amount would increase or decrease the minimum
guaranteed amount, respectively.
24
<PAGE> 25
The Lifetime Death Benefit Guarantee premium is shown on the policy data page.
The Lifetime Death Benefit Guarantee premium is the same as the IRS Guideline
Level Premium.
LIMITED DEATH BENEFIT GUARANTEE
During the Limited Death Benefit Guarantee period, the policy will not lapse if
on each monthly anniversary date (1) is greater than or equal to (2), where:
1. is the sum of all premiums paid to date less any indebtedness and less
any previous partial surrenders; and
2. is the sum of the Limited Death Benefit Guarantee premiums due since
the policy date including such premium for the current monthly
anniversary date.
The Limited Death Benefit Guarantee is not permanently lost when premium
payments fall below those required to maintain this benefit. Payment of enough
premium to make (1) greater than or equal to (2) restores the benefit. Any
increase or decrease in specified amount would increase or decrease the minimum
guaranteed amount, respectively.
The Limited Death Benefit Guarantee period runs from the policy date to the
policy anniversary on or next following the younger insured's 75th birthday.
The Limited Death Benefit Guarantee premium is shown on the policy data page.
For the first three policy years, the required premium is calculated from the
minimum monthly premium associated with the actual issue age, sex and
underwriting class. For policy years four and over, the required premium is the
percentage of the IRS Guideline Level Premium shown below.
<TABLE>
<CAPTION>
AVERAGE OF INSUREDS ISSUE AGES UNDER OPTION 1
----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
POLICY SIZE 0-39 40-45 46 47 48 49 50-59 60+
----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
(000)
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
100-249 50 50 52 54 56 58 60 60
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
250-499 50 50 52 54 56 58 60 60
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
500+ 50 50 52 4 56 58 60 60
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
AVERAGE OF INSUREDS ISSUE AGES UNDER OPTION 2*
----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
POLICY SIZE 0-39 40-45 46 47 48 49 50-59 60+
----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
(000)
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
100-249 20 20 20 21 22 23 24 24
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
250-499 20 20 20 21 22 23 24 24
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
500+ 20 20 20 21 22 23 24 24
- ------------------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- -----------
</TABLE>
*Shown as a percentage of the Option 2 IRS Guideline Level Premium.
25
<PAGE> 26
REINSTATEMENT
If the grace period ends and the policy owner has neither paid the required
premium nor surrendered the policy for its cash surrender value, the policy
lapses. The policy owner may reinstate the policy provided both insureds are
alive on the date of reinstatement by:
1) submitting a written request at any time within 3 years after the end
of the grace period and prior to the maturity date;
2) providing evidence of insurability of both insureds satisfactory to
Nationwide;
3) paying sufficient premium to cover all policy charges that were due
and unpaid during the grace period if the policy terminated in the
fourth or later policy year;
4) paying sufficient premium to keep the policy in force for 3 months
from the date of reinstatement; and
5) paying or reinstating any indebtedness against the policy which
existed at the end of the grace period.
The effective date of a reinstated policy will be the monthly anniversary day on
or next following the date the application for reinstatement is approved by
Nationwide. If the policy is reinstated, the cash value on the date of
reinstatement, but prior to applying any premiums or loan repayments received,
will be set equal to the lesser of:
1) The cash value at the end of the grace period; or
2) The surrender charge for the policy year in which the policy was
reinstated.
Unless the policy owner has provided otherwise, all amounts will be allocated
based on the underlying mutual fund allocation factors in effect at the start of
the grace period.
TAX MATTERS
POLICY PROCEEDS
Section 7702 of the Internal Revenue Code provides that if certain tests are
met, a policy will be treated as a life insurance policy for federal tax
purposes. Nationwide will monitor compliance with these tests. The policy should
thus receive the same federal income tax treatment as fixed benefit life
insurance. As a result, the death proceeds payable under a policy are excludable
from gross income of the beneficiary under Section 101 of the Internal Revenue
Code.
Section 7702A of the Internal Revenue Code defines modified endowment contracts
as those policies issued or materially changed on or after June 21, 1988 on
which the total premiums paid during the first seven years exceed the amount
that would have been paid if the policy provided for paid up benefits after
seven level annual premiums (see "Information about the Policies"). The Internal
Revenue Code states that taxation of surrenders, partial surrenders, loans,
collateral assignments and other pre-death distributions from modified endowment
contracts (other than certain distributions to terminally ill individuals) are
subject to federal income taxes in a manner similar to the way annuities are
taxed. Modified endowment contract distributions are defined by the Internal
Revenue Code as amounts not received as an annuity and are taxable to the extent
the cash value of the policy exceeds, at the time of distribution, the premiums
paid into the policy. A 10% tax penalty generally applies to the taxable portion
of such distributions unless the policy owner is over age 59 1/2 or disabled or
the distribution is part of an annuity to the policy owner as defined in the
Internal Revenue Code. Under certain circumstances, certain distributions made
under a policy on the life of a "terminally ill individual," as that term is
defined in the Internal Revenue Code, are excludable from gross income.
The policies offered by this prospectus may or may not be issued as modified
endowment contracts. Nationwide will monitor premiums
26
<PAGE> 27
paid and will notify the policy owner when the policy's non-modified endowment
status is in jeopardy. If a policy is not a modified endowment contract, a cash
distribution during the first 15 years after a policy is issued which causes a
reduction in death benefits may still become fully or partially taxable to the
policy owner pursuant to Section 7702(f)(7) of the Internal Revenue Code. The
policy owner should carefully consider this potential effect and seek further
information before initiating any changes in the terms of the policy. Under
certain conditions, a policy may become a modified endowment as a result of a
material change or a reduction in benefits as defined by Section 7702A(c) of the
Internal Revenue Code.
In addition to meeting the tests required under Section 7702, Section 817(h) of
the Internal Revenue Code requires that the investments of separate accounts
such as the variable account be adequately diversified. Regulations under 817(h)
provide that a variable life policy that fails to satisfy the diversification
standards will not be treated as life insurance unless such failure was
inadvertent, is corrected, and the policy owner or Nationwide pays an amount to
the IRS. The amount will be based on the tax that would have been paid by the
policy owner if the income, for the period the policy was not diversified, had
been received by the policy owner.
If the failure to diversify is not corrected in this manner, the policy owner
will be deemed the owner of the underlying securities and taxed on the earnings
of his or her account.
Representatives of the IRS have suggested, from time to time, that the number of
underlying mutual funds available or the number of transfer opportunities
available under a variable product may be relevant in determining whether the
product qualifies for the desired tax treatment. No formal guidance has been
issued in this area. Should the U.S. Secretary of the Treasury issue additional
rules or regulations limiting the number of underlying mutual funds, transfers
between underlying mutual funds, exchanges of underlying mutual funds or changes
in investment objectives of underlying mutual funds such that the policy would
no longer qualify as life insurance under Section 7702 of the Internal Revenue
Code, Nationwide will take whatever steps are available to remain in compliance.
Nationwide will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the sub-account investments
to remain in compliance.
A total surrender or cancellation of the policy by lapse or the maturity of the
policy on its maturity date may have adverse tax consequences. If the amount
received by the policy owner plus total policy indebtedness exceeds the premiums
paid into the policy, the excess generally will be treated as taxable income,
regardless of whether or not the policy is a modified endowment contract.
WITHHOLDING
Distributions of income from a modified endowment contract are subject to
federal income tax withholding; however, the recipient may elect not to have the
withholding taken from the distribution. A distribution of income from a
modified endowment contract may be subject to mandatory back-up withholding
(which cannot be waived). The mandatory back-up withholding rate is 31% of the
income that is distributed and will arise of no Taxpayer identification number
is provided to Nationwide, or if the IRS notifies Nationwide that back-up
withholding is required.
FEDERAL ESTATE AND GENERATION-SKIPPING TRANSFER TAXES
The federal estate tax is integrated with the federal gift tax under a unified
tax rate schedule. In general, in 1999, an estate of less than $625,000
(inclusive of certain pre-death gifts) will not incur a federal estate tax
liability. In addition, an unlimited marital deduction may be available for
federal estate tax purposes, for certain amounts that pass to the surviving
spouse.
27
<PAGE> 28
When the last surviving insured dies, the death benefit will generally be
included in such insured's federal gross estate if: (1) the proceeds were
payable to or for the benefit of the insured's estate; or (2) the insured held
any "incident of ownership" in the policy at death or at any time within three
years of death. An incident of ownership is, in general, any right that may be
exercised by the policy owner, such as the right to borrow on the policy, or the
right to name a new beneficiary.
If the policy owner (whether or not he or she is the insured) transfers
ownership of the policy to another person, such transfer may be subject to a
federal gift tax. In addition, if such policy owner transfers the policy to
someone two or more generations younger than the policy owner, the transfer may
be subject to the federal generation-skipping transfer tax ("GSTT"), the taxable
amount being the value of the policy.
Similarly, if the beneficiary is two or more generations younger than the
insured, the payment of the death proceeds at the death of the insured may be
subject to the GSTT. Pursuant to regulations recently promulgated by the U.S.
Secretary of the Treasury, Nationwide may be required to withhold a portion of
the death proceeds and pay them directly to the IRS as the GSTT liability.
The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes.
The tax rate is a flat rate equal to the maximum estate tax rate (currently
55%), and there is a provision for an aggregate $1 million exemption. Due to the
complexity of these rules, the policy owner should consult with counsel and
other competent advisors regarding these taxes.
NON-RESIDENT ALIENS
Pre-death distributions from modified endowment contracts to nonresident aliens
("NRAs") are generally subject to federal income tax and tax withholding, at a
statutory rate of 30% of the amount of income that is distributed. Nationwide is
required to withhold such amount from the distribution and remit it to the IRS.
Distributions to certain NRAs may be subject to lower, or in certain instances
zero, tax and withholding rates, if the United States has entered into an
applicable treaty. However, in order to obtain the benefits of such treaty
provisions, the NRA must give to Nationwide sufficient proof of his or her
residency and citizenship in the form and manner prescribed by the IRS. In
addition, the NRA must obtain an individual Taxpayer identification number from
the IRS, and furnish that number to Nationwide prior to the distribution. If
Nationwide does not have the proper proof of citizenship or residency and a
proper individual Taxpayer identification number prior to any distribution,
Nationwide will be required to withhold 30% of the income, regardless of any
treaty provision.
A pre-death distribution may not be subject to withholding where the recipient
sufficiently establishes to Nationwide that such payment is effectively
connected to the recipient's conduct of a trade or business in the United States
and that such payment is includible in the recipient's gross income for United
States federal income tax purposes, Any such distributions may be subject to
back-up withholding at the statutory rate (currently 31%) if no Taxpayer
identification number, or an incorrect Taxpayer identification number, is
provided.
State and local estate, inheritance, income and other tax consequences of
ownership or receipt of policy proceeds depend on the circumstances of each
policy owner or beneficiary.
TAXATION OF POLICY SPLIT OPTION RIDER
The Policy Split Option Rider permits a policy to be split into two other single
life insurance contracts upon the occurrence of a divorce of the joint insureds
or certain other changes in federal estate tax.
A policy split could have adverse tax consequences. It is not clear whether a
policy split will be treated as a nontaxable exchange under Section 1035 of the
Internal Revenue
28
<PAGE> 29
Code. If a policy split is not treated as a nontaxable exchange, a split could
result in the recognition of taxable income in an amount up to any gain in the
policy at the time of the split. Additionally, it is not clear whether, in all
circumstances, the resulting individual contracts would be treated as life
insurance contracts for federal income tax purposes and, if so treated, whether
the individual contracts would be classified as modified endowment contracts.
Before the policy owner exercises rights provided by the Policy Split Option
Rider, it is important that a tax adviser be consulted regarding the possible
consequences of a policy split.
DESCRIPTION OF CASH VALUE ACCUMULATION TEST AND GUIDELINE PREMIUM/CASH VALUE
CORRIDOR TEST
Section 7702(b)(1) of the Internal Revenue Code provides that if one of two
alternate tests is met, a policy will be treated as life insurance for federal
tax purposes. The two tests are referred to as the Cash Value Accumulation Test
and the Guideline Premium/Cash Value Corridor Test.
The Cash Value Accumulation Test generally requires that under the terms of a
life insurance policy, the death benefit must be sufficient so that the cash
surrender value, as defined in Section 7702(f)(2), does not at any time exceed
the net single premium required to fund the future benefits under the policy.
The net single premium under the policy will vary according to the age, sex and
underwriting classification of the insureds.
Under the Cash Value Accumulation Test, there is no limit to the amount that may
be paid in premiums as long as there is sufficient death benefit in relation to
the account value at all times. A table containing the applicable percentage of
cash value can be found in the "How the Death Benefit Varies" section.
The Guideline Premium/Cash Value Corridor Test requires that the sum of the
premiums paid into the policy does not at any time exceed the guideline premium
limitation. Additionally, a minimum corridor of death benefit in relation to
account value must be maintained.
Policy owners who elect this test are given the option of electing either an
Option 1 or Option 2 death benefit. Please refer to "How the Death Benefit
Varies" for a detailed explanation.
The policy owners must make the election of death benefit qualification tests on
the application. Once elected, the death benefit qualification test cannot be
changed for the duration of the policy. If no option is designated, the
Guideline Premium/Cash Value Corridor Test with an Option 1 death benefit will
be assumed by Nationwide to have been selected.
Regardless of which test is selected, Nationwide will monitor compliance to
assure that the policy meets the statutory definition of life insurance for
federal tax purposes. The policy should thus receive the same federal income tax
treatment as fixed benefit life insurance. As a result, the death proceeds
payable under a policy are excludable from gross income of the beneficiary under
Section 101 of the Internal Revenue Code.
The policy owner elects either the Cash Value Accumulation Test or the Guideline
Premium/Cash Value Corridor Test in the application. This election is
irrevocable.
TAXATION OF NATIONWIDE
Nationwide is taxed as a life insurance company under the Internal Revenue Code.
Since the variable account is not a separate entity from Nationwide and its
operations form a part of Nationwide, it will not be taxed separately as a
"regulated investment company" under Sub-chapter M of the Internal Revenue Code.
Investment income and realized capital gains on the assets of the variable
account are reinvested and taken into account in determining the value of
accumulation units. As a result, such investment income and realized capital
gains are automatically applied to increase reserves under the policies.
29
<PAGE> 30
Nationwide does not initially expect to incur any federal income tax liability
that would be chargeable to the variable account. Based upon these expectations,
no charge is currently being made against the variable account for federal
income taxes. If, however, Nationwide determines that on a separate company
basis such taxes may be incurred, it reserves the right to assess a charge for
such taxes against the variable account.
Nationwide may also incur state and local taxes (in addition to premium taxes)
in several states. At present, these taxes are not significant. If they
increase, however, charges for such taxes may be made.
TAX CHANGES
The foregoing discussion, which is based on Nationwide's understanding of
federal tax laws as they are currently interpreted by the IRS, is general and is
not intended as tax advice.
The Internal Revenue Code has been subjected to numerous amendments and changes,
and it is reasonable to believe that it will continue to be revised. The United
States Congress has, in the past, considered numerous legislative proposals
that, if enacted, could change the tax treatment of the policies. It is
reasonable to believe that such proposals, and future proposals, may be enacted
into law. In addition, the U.S. Treasury Department may amend existing
regulations, issue new regulations, or adopt new interpretations of existing law
that may be at variance with its current positions on these matters. In
addition, current state law (which is not discussed herein), and future
amendments to state law, may affect the tax consequences of the policy.
If the policy owner, insured, or beneficiary or other person receiving any
benefit or interest in or from the policy is not both a resident and citizen of
the United States, there may be a tax imposed by a foreign country, in addition
to any tax imposed by the United States. The foreign law (including regulations,
rulings, and case law) may change and impose additional taxes on the policy, the
death proceeds, or other distributions and/or ownership of the policy, or a
treaty may be amended and all or part of the favorable treatment may be
eliminated.
Any or all of the foregoing may change from time to time without any notice, and
the tax consequences arising out of a policy may be changed retroactively. There
is no way of predicting if, when, or to what extent any such change may take
place. No representation is made as to the likelihood of the continuation of
these current laws, interpretations, and policies.
The foregoing is a general explanation as to certain tax matters pertaining to
insurance policies. It is not intended to be legal or tax advice, and should not
take the place of your independent legal, tax and/or financial advisor.
LEGAL CONSIDERATIONS
On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from premiums made on or after
August 1, 1983. The policies offered by this prospectus are based upon actuarial
tables which distinguish between men and women. Thus the policies provide
different benefits to men and women of the same age. Accordingly, employers and
employee organizations should consider, in consultation with legal counsel, the
impact of Norris on any employment related insurance or benefit program before
purchasing this policy.
YEAR 2000 COMPLIANCE ISSUES
Nationwide has developed and implemented a plan to address issues related to the
Year 2000. The problem relates to many existing computer systems using only two
digits to identify a year in a date field. These systems were designed and
developed without considering the impact of the upcoming change in the century.
If not corrected, many computer systems could fail or create erroneous results
when processing
30
<PAGE> 31
information dated after December 31, 1999. Like many organizations, Nationwide
is required to renovate or replace many computer systems so that the systems
will function properly after December 31, 1999.
Nationwide has completed an inventory and assessment of all computer systems and
has implemented a plan to renovate or replace all applications that were
identified as not Year 2000 compliant. Nationwide has renovated all applications
that required renovation. Testing of the renovated programs included running
each application in a Year 2000 environment and was completed as planned during
1998. For applications being replaced, Nationwide had all replacement systems in
place and functioning as planned by year-end 1998. The shareholder services
system that supports mutual fund products was fully deployed during the first
quarter 1999. Conversion of existing traditional life policies to the new
compliant system was completed by July 1999.
Nationwide has completed an inventory and assessment of all vendor products and
has tested and certified that each vendor product is Year 2000 compliant. Any
vendor products that could not be certified as Year 2000 compliant were replaced
or eliminated in 1998.
Nationwide's facilities in Columbus, Ohio have been inventoried, assessed and
tested as being Year 2000 compliant. Mission-critical systems supporting
Nationwide's infrastructure such as telecommunications, voice and networks were
renovated and brought into compliance as planned during the second quarter.
Nationwide has also addressed issues associated with the exchange of electronic
data with external organizations. Nationwide has completed an inventory and
assessment of all business partners utilizing electronic interfaces with
Nationwide and processes have been put in place to allow Nationwide to accept
data regardless of the format. Contingency plans were completed in the third
quarter that will allow Nationwide to continue to send or receive data in the
event of failures related to other exchanges of data.
In addition to resolving internal Year 2000 readiness issues, Nationwide is
conducting a due diligence effort with significant external organizations,
including mutual fund organizations, financial institutions and wholesale
producers, to assess if they will be Year 2000 compliant. This involves
communication and follow-up with critical business partners to determine if they
will be in a position to continue doing business in the Year 2000 and beyond.
To-date, 87% of our critical business partners have reported that they are
compliant. Our communication efforts with the remaining business partners will
continue until compliance is assured or until regulatory rulings indicate
actions to be taken related to non-compliant firms. Contingency plans have been
developed for mutual fund organizations, financial institutions and wholesale
producers who may not become compliant prior to the end of 1999.
As part of its risk management strategy, Nationwide has identified risk
scenarios including the identification of external risk factors that could cause
business interruptions from Year 2000 related events. These risk scenarios
include increased customer service volume, increased producer service volume,
utility failures, technology failures and disruptions in business operations,
finance and cash flow. Nationwide has completed its mitigation and contingency
plans to address these risks that would, except for complete utility failure,
permit uninterrupted service to customers and producers.
During 1998 and the first nine months of 1999 communications regarding
Nationwide's Year 2000 readiness have been sent to all of our customers and
producers, on several different occasions in the form of brochures, and
literature included with statement stuffers and billings. This process will
continue for the remainder of 1999.
Operating expenses in 1998 and 1997 include approximately $44.7 million and
$45.4 million, respectively, for technology projects, including costs related to
Year 2000. Expenditures for
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<PAGE> 32
Year 2000 projects for the first nine months of 1999 totaled $5.3 million. These
expenses do not have an effect on the assets of the variable account and are not
charged through to the annuitant.
Management does not anticipate that the completion of Year 2000 renovation and
replacement activities will result in a reduction in operating expenses. Rather,
personnel and resources currently allocated to Year 2000 issues will be assigned
to other technology-related projects.
STATE REGULATION
Nationwide is subject to the laws of Ohio governing insurance companies and to
regulation by the Ohio Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year covering the operation of
Nationwide for the preceding year and its financial condition as of the end of
such year. Regulation by the Insurance Department includes periodic examination
to determine Nationwide's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. Nationwide's books and
accounts are subject to review by the Insurance Department at all times and a
full examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. Such regulation does not, however,
involve any supervision of management or investment practices or policies. In
addition, Nationwide is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.
REPORTS TO POLICY OWNERS
Nationwide will mail to the policy owner at the last known address of record:
- - an annual statement containing: the amount of the current death benefit,
cash value, cash surrender value, premiums paid, monthly charges deducted,
amounts invested in the fixed account and the sub-accounts, and policy
indebtedness;
- - annual and semi-annual reports containing all applicable information and
financial statements or their equivalent, which must be sent to the
underlying mutual fund beneficial shareholders as required by the rules
under the Investment Company Act of 1940 for the variable account; and
- - statements of significant transactions, such as changes in specified
amount, changes in death benefit options, changes in future premium
allocations, transfers among sub-accounts, premium payments, loans, loan
repayments, reinstatement and termination.
ADVERTISING
Nationwide is ranked and rated by independent financial rating services,
including Moody's, Standard & Poor's and A.M. Best Company. The purpose of these
ratings is to reflect the financial strength or claims-paying ability of
Nationwide. The ratings are not intended to reflect the investment experience or
financial strength of the variable account. Nationwide may advertise these
ratings from time to time. In addition, Nationwide may include in certain
advertisements, endorsements in the form of a list of organizations, individuals
or other parties which recommend Nationwide or the policies. Furthermore,
Nationwide may occasionally include in advertisements comparisons of currently
taxable and tax deferred investment programs, based on selected tax brackets, or
discussions of alternative investment vehicles and general economic conditions.
LEGAL PROCEEDINGS
Nationwide is a party to litigation and arbitration proceedings in the ordinary
course of its business, none of which is expected to have a material adverse
effect on Nationwide.
In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance and
annuity pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.
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<PAGE> 33
In November 1997, two plaintiffs, one who was the owner of a variable life
insurance contract and the other who was the owner of a variable annuity
contract, commenced a lawsuit in a federal court in Texas against Nationwide
Life Insurance Company and the American Century group of defendants (Robert
Young and David D. Distad v. Nationwide Life Insurance Company et al.). In this
lawsuit, plaintiffs sought to represent a class of variable life insurance
contract owners and variable annuity contract owners whom they claim were
allegedly misled when purchasing these variable contracts into believing that
the performance of their underlying mutual fund option managed by American
Century, whose shares may only be purchased by insurance companies, would track
the performance of a mutual fund, also managed by American Century, whose shares
are publicly traded. The amended complaint seeks unspecified compensatory and
punitive damages. On April 27, 1998, the district court denied, in part, and
granted, in part, Nationwide and American Century's motions to dismiss the
complaint. The remaining claims against Nationwide allege securities fraud,
common law fraud, civil conspiracy, and breach of contract. The District Court,
on December 2, 1998, issued an order denying plaintiffs' motion for class
certification and the appeals court declined to review the order denying class
certification upon interlocutory appeal. On June 11, 1999, the District Court
denied the plaintiffs' motion to amend their complaint and reconsider class
certification. Nationwide intends to defend this lawsuit (now limited to the
claims of the two named plaintiffs) vigorously.
On October 29, 1998, Nationwide was named in a lawsuit filed in Ohio state court
related to the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide
Financial Services, Inc., Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company). On May 3, 1999, the complaint was amended to,
among other things, add Marcus Shore as a second plaintiff. The amended
complaint is brought as a class action on behalf of all persons who purchased
individual deferred annuity contracts or participated in group annuity contracts
sold by Nationwide and the other named Nationwide affiliates which were used to
fund certain tax-deferred retirement plans. The amended complaint seeks
unspecified compensatory and punitive damages. On June 11, 1999, Nationwide and
the other named defendants filed a motion to dismiss the amended complaint.
Nationwide intends to defend this lawsuit vigorously.
There can be no assurance that any litigation relating to pricing or sales
practices will not have a material adverse effect on Nationwide in the future.
The general distributor, NAS, is not engaged in any litigation of any material
nature.
EXPERTS
The audited financial statements have been included herein in reliance upon the
reports of KPMG LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.
REGISTRATION STATEMENT
A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
policies offered hereby. This prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the variable account, Nationwide, and the policies
offered hereby. Statements contained in this prospectus as to the content of
policies and other legal instruments are summaries. For a complete statement of
the terms thereof, reference is made to such instruments as filed.
LEGAL OPINIONS
Legal matters in connection with the policies described herein are being passed
upon by
33
<PAGE> 34
Dietrich, Reynolds & Koogler, One Nationwide Plaza, Columbus, Ohio 43215. All
the members of such firm are employed by the Nationwide Mutual Insurance
Company.
DISTRIBUTION OF THE POLICIES
The policies will be sold by licensed insurance agents in those states where the
policies may lawfully be sold. Agents are registered representatives of broker
dealers registered under the Securities Exchange Act of 1934 who are member
firms of the National Association of Securities Dealers, Inc. ("NASD"). The
policies will be distributed by the general distributor, NAS. NAS was organized
as an Ohio corporation on April 8, 1965. NAS is a wholly owned subsidiary of
Nationwide and a member of the NASD.
NAS acts as general distributor for the following separate accounts, all of
which are separate investment accounts of Nationwide or its affiliates:
- Nationwide Multi-Flex Variable Account
- MFS Variable Account
- Nationwide VLI Separate Account-2
- Nationwide VLI Separate Account-3
- Nationwide VLI Separate Account-4
- Nationwide VLI Separate Account-5
- Nationwide Variable Account
- Nationwide Variable Account-II
- Nationwide Variable Account-5
- Nationwide Variable Account-6
- Nationwide Variable Account-8
- Nationwide Variable Account-9
- Nationwide Variable Account-10
- Nationwide VA Separate Account-A
- Nationwide VA Separate Account-B
- Nationwide VA Separate Account-C
- Nationwide VL Separate Account-A
- Nationwide VL Separate Account-B
- Nationwide VL Separate Account-C
- Nationwide VL Separate Account-D.
NAS also acts as principal underwriter for the following open-end management
investment companies:
- Nationwide Mutual Funds;
- Nationwide Separate Account Trust;
- Financial Horizons Investment Trust; and
- Nationwide Asset Allocation Trust.
Gross first year commissions plus any expense allowance payments paid by
Nationwide on the sale of these policies provided by the General Distributor
will not exceed 99% of the target premium plus 4% of any excess premium
payments. Gross renewal commissions in years 2 through 10 paid by Nationwide
will not exceed 4% of actual premium payment, and will not exceed 1% in policy
years 11 and thereafter.
No underwriting commissions have been paid by Nationwide to NAS.
<TABLE>
<CAPTION>
NATIONWIDE ADVISORY SERVICES, INC. DIRECTORS AND OFFICERS
- -----------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Joseph J. Gasper President and Director
One Nationwide Plaza
Columbus, OH 43215
- -----------------------------------------------------------------------------------------------------------------
Dimon R. McFerson Chairman of the Board of Directors and Chairman and Chief
One Nationwide Plaza Executive Officer and Director
Columbus, OH 43215
- -----------------------------------------------------------------------------------------------------------------
Robert A. Oakley Executive Vice President - Chief Financial Officer and Director
One Nationwide Plaza
Columbus, OH 43215
- -----------------------------------------------------------------------------------------------------------------
Susan A. Wolken Director
One Nationwide Plaza
Columbus, OH 43215
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 35
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
Paul J. Hondros Director
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Robert J. Woodward, Jr. Executive Vice President - Chief Investment Officer and Director
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Edwin P. McCausland, Jr. Senior Vice President-Fixed Income Securities
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Charles S. Bath Vice President - Investments
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Alan A. Todryk Vice President - Taxation
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Dennis W. Click Vice President and Secretary
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
William G. Goslee Vice President
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
James F. Laird, Jr. Vice President and General Manager
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Joseph P. Rath Vice President - Compliance
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Christopher A. Cray Treasurer
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Elizabeth A. Davin Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
David E. Simaitis Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
Patricia J. Smith Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE> 36
ADDITIONAL INFORMATION ABOUT NATIONWIDE
The life insurance business, including annuities, is the only business in which
Nationwide is engaged.
Nationwide markets its policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.
Nationwide serves as depositor for the following separate investment accounts,
each of which is a registered investment company:
- Nationwide Variable Account,
- Nationwide Variable Account-II,
- Nationwide Variable Account-3,
- Nationwide Variable Account-4,
- Nationwide Variable Account-5,
- Nationwide Variable Account-6,
- Nationwide Fidelity Advisor Variable Account,
- Nationwide Variable Account-8,
- Nationwide Variable Account-9,
- Nationwide Variable Account-10,
- MFS Variable Account,
- Nationwide Multi-Flex Variable Account,
- Nationwide VLI Separate Account,
- Nationwide VLI Separate Account-2,
- Nationwide VLI Separate Account-3,
- Nationwide VLI Separate Account-4,
- Nationwide VLI Separate Account-5,
- NACo Variable Account,
- Nationwide DC Variable Account and the
- Nationwide DCVA-II.
Nationwide, in common with other insurance companies, is subject to regulation
and supervision by the regulatory authorities of the states in which it is
licensed to do business. A license from the state insurance department is a
prerequisite to the transaction of insurance business in that state. In general,
all states have statutory administrative powers. Such regulation relates, among
other things, to licensing of insurers and their agents, the approval of policy
forms, the methods of computing reserves, the form and content of statutory
financial statements, the amount of policyholders' and stockholders' dividends,
and the type of distribution of investments permitted.
Nationwide operates in the highly competitive field of life insurance. There are
approximately 2,300 stock, mutual and other types of insurers in the life
insurance business in the United States, and a large number of them compete with
the registrant in the sale of insurance policies.
As is customary in insurance company groups, employees are shared with the other
insurance companies in the group. In addition to its direct salaried employees,
Nationwide shares employees with Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company.
Nationwide does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets. Nationwide shares home office, other facilities and equipment with
Nationwide Mutual Insurance Company.
Company Management
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company, together with Nationwide Mutual Insurance Company, Nationwide Mutual
Fire Insurance Company, Nationwide Property and Casualty Insurance Company and
Nationwide General Insurance Company and their affiliated companies comprise the
Nationwide Insurance Enterprise. The companies listed above have substantially
common boards of directors and officers.
Nationwide Financial Services, Inc. ("NFS") is the sole shareholder of
Nationwide. NFS serves as a holding company for other financial institutions.
Nationwide is the sole owner of Nationwide Life and Annuity Insurance Company.
Each of the directors and officers listed below is a director or officer
respectively of at least one or more of the other major insurance affiliates of
the Nationwide Insurance Enterprise.
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<PAGE> 37
Messrs. McFerson, Gasper, Woodward and Ms. Thomas are also trustees of one or
more of the registered investment companies distributed by Nationwide Advisory
Services, a registered broker-dealer affiliated with the Nationwide Insurance
Enterprise.
<TABLE>
<CAPTION>
DIRECTORS OF NATIONWIDE
- ---------------------------------------------------------------------------------------------------------------------
DIRECTORS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS POSITIONS AND OFFICES
ADDRESS WITH DEPOSITOR PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Lewis J. Alphin Director Farm Owner and Operator (1)
519 Bethel Church Road
Mount Olive, NC 28365
- ---------------------------------------------------------------------------------------------------------------------
A. I. Bell Director Farm Owner and Operator (1)
4121 North River Road West
Zanesville, OH 43701
- ---------------------------------------------------------------------------------------------------------------------
Kenneth D. Davis Director Farm Owner and Operator (1)
7229 Woodmansee Road
Leesburg, Ohio 45135
- ---------------------------------------------------------------------------------------------------------------------
Keith W. Eckel Director Partner, Fred W. Eckel Sons; President, Eckel
1647 Falls Road Farms, Inc. (1)
Clarks Summit, PA 18411
- ---------------------------------------------------------------------------------------------------------------------
Willard J. Engel Director Retired General Manager, Lyon County Co-operative
301 East Marshall Street Oil Company (1)
Marshall, MN 44691
- ---------------------------------------------------------------------------------------------------------------------
Fred C. Finney Director Owner and Operator, Moreland Fruit Farm; Operator,
1558 West Moreland Road Melrose Orchard (1)
Wooster, OH 44691
- ---------------------------------------------------------------------------------------------------------------------
Joseph J. Gasper President and Chief President and Chief Operating Officer, Nationwide
One Nationwide Plaza Operating Officer and Life Insurance Company and Nationwide Life and
Columbus, OH 43215 Director Annuity Insurance Company (2)
- ---------------------------------------------------------------------------------------------------------------------
Dimon R. McFerson Chairman and Chief Chairman and Chief Executive Officer-(2)
One Nationwide Plaza Executive Officer and
Columbus, OH 43215 Director
- ---------------------------------------------------------------------------------------------------------------------
David O. Miller Chairman of the Board and President, Owen Potato Farm, Inc.; Partner, M&M
115 Sprague Drive Director Enterprises (1)
Hebron, OH 43025
- ---------------------------------------------------------------------------------------------------------------------
Yvonne L. Montgomery Director Senior Vice President-General Manager Southern
Suite 1600 Customer Operations for U.S. Customer Operations,
2859 Paces Ferry Road Xerox Corporation (2)
Atlanta, GA 30339
- ---------------------------------------------------------------------------------------------------------------------
Ralph M. Paige Director Executive Director Federation of Southern
2769 Church Street Cooperatives/Land Assistance Fund
East Point, Ga 30344
- ---------------------------------------------------------------------------------------------------------------------
James F. Patterson Director Vice President, Pattersons, Inc.; President,
8765 Mulberry Road Patterson Farms, Inc. (1)
Chesterland, OH 44026
- ---------------------------------------------------------------------------------------------------------------------
Arden L. Shisler Director President and Chief Executive Officer, K&B
1356 North Wenger Road Transport, Inc. (1)
Dalton, OH 44618
- ---------------------------------------------------------------------------------------------------------------------
Robert L. Stewart Director Owner and Operator Sunnydale Farms and Mining (1)
88740 Fairview Road
Jewett, OH 43986
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
37
<PAGE> 38
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
DIRECTORS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS POSITIONS AND OFFICES
ADDRESS WITH DEPOSITOR PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nancy C. Thomas Director Farm Owner and Operator, Da-Ma-Lor Farms (1)
1733A Westwood Avenue
Alliance, OH 44601
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Principal occupation for last 5 years.
(2) Prior to assuming this current position, held other executive management
positions with the same or affiliated companies.
Each of the directors is a director of the other major insurance affiliates of
the Nationwide Insurance Enterprise, except Mr. Gasper who is a director only of
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company. Messrs. McFerson and Gasper are directors of Nationwide Advisory
Services, Inc., a registered broker-dealer.
Messrs. McFerson, Miller, Patterson, and Shisler are directors of Nationwide
Financial Services, Inc. Mr. McFerson and Ms. Thomas are trustees of Nationwide
Mutual Funds, a registered investment company. Messrs. McFerson, Gasper and
Woodward are trustees of Nationwide Separate Account Trust and Nationwide Asset
Allocation Trust, registered investment companies. Mr. McFerson is trustee of
Financial Horizons Investment Trust and Nationwide Mutual Funds, registered
investment companies. Mr. Engel is a director of Western Cooperative Transport.
EXECUTIVE OFFICERS OF NATIONWIDE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS OFFICES OF THE DEPOSITOR
- --------------------------------------------------------------------------------------------------------
<S> <C>
Dennis W. Click Vice President - Secretary
One Nationwide Plaza
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
Robert A. Oakley Executive Vice President-Chief Financial Officer
One Nationwide Plaza
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
Robert J. Woodward, Jr. Executive Vice President-Chief Investment Officer
One Nationwide Plaza
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
James E. Brock Senior Vice President - Corporate Development
One Nationwide Plaza
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
John R. Cook, Jr. Senior Vice President - Chief Communications Officer
One Nationwide Plaza
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
Phillip C. Gath Senior Vice President and Chief Actuary
One Nationwide Plaza
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
Richard D. Headley Senior Vice President - Chief Information
One Nationwide Plaza Technology Officer
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
Donna A. James Senior Vice President - Human Resources
One Nationwide Plaza
Columbus, OH 43215
- --------------------------------------------------------------------------------------------------------
</TABLE>
38
<PAGE> 39
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS OFFICES OF THE DEPOSITOR
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Richard A. Karas Senior Vice President - Sales and Financial Services
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
Doublas C. Robinette Senior Vice President - Marketing and Product Management
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
Susan A. Wolken Senior Vice President - Life Company Operations
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
Bruce C. Barnes Vice President - Technology Strategy and Planning
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
David A. Diamond Vice President - Enterprise Controller
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
Matthew S. Easley Vice President - Investment Life Actuarial
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
R. Dennis Noice Vice President - Systems
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
Joseph P. Rath Vice President - Office of Product and Market Compliance
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
Mark R. Thresher
One Nationwide Plaza Vice President - Finance and Treasurer
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------
</TABLE>
JOSEPH J. GASPER has been President and Chief Operating Officer of Nationwide
and Director since April 1996. Previously, he was Executive Vice President -
Property/Casualty Operations of Nationwide Mutual Insurance Company from April
1995 to April 1996. He was Senior Vice President - Property/Casualty Operations
of Nationwide Mutual Insurance Company from September 1993 to April 1995. Prior
to that time, Mr. Gasper held numerous positions within Nationwide. Mr. Gasper
has been with Nationwide for 32 years.
BRUCE C. BARNES has been Vice President - Technology Strategy and Planning since
May 1998. Previously, Mr. Barnes was Vice President - Information Systems from
February 1997 to May 1998. Mr. Barnes was Vice President - Life Systems from May
1996 to May 1998. Previously, he was Vice President - Investment Product Systems
from April 1995 to May 1996. Prior to that time, Mr. Barnes was Vice President -
Individual Investment Products/Common Systems from May 1994 to April 1995 and
Associate Vice President - Individual Investment Products/Common Systems from
May 1992 to May 1994. Mr. Barnes was Vice President - Information Services of
PHP Benefits Systems, Inc. from January 1987 to January 1992. Mr. Barnes has
been with Nationwide for 7 years.
A. I. BELL has been a Director of Nationwide since April, 1998. Mr. Bell has
served as a state trustee of the Ohio Farm Bureau Federation from 1991 to 1998
and as president that last four years. He oversees the Bell family farm in
Zanesville, Ohio. The farm is the hub of a multi-family swine network, in
addition to grain and beef operations. Mr. Bell has represented
39
<PAGE> 40
the Ohio Farm Bureau at state and national level activities, and has traveled
internationally representing Ohio agriculture. In 1995, he was introduced into
The Ohio State University Department of Animal Sciences Hall of Fame.
JAMES E. BROCK has been Senior Vice President - Corporate Development since July
1997. Previously, he was Senior Vice President - Company Operations from
December 1996 to July 1997 and was also Senior Vice President - Life Company
Operations from April 1996 to July 1997. Mr. Brock was Senior Vice President -
Investment Products Operations from November 1990 to April 1996. Prior to that
time, Mr. Brock held several positions within Nationwide. Mr. Brock has been
with Nationwide for 29 years.
DENNIS W. CLICK has been Vice President - Secretary since December 1997.
Previously, he was Vice President - Assistant Secretary from December 1996 to
December 1997. Mr. Click was Vice President - Assistant Secretary from August
1994 to December 1997. Mr. Click was Associate Vice President and Assistant
Secretary from August 1989 to August 1994. Prior to that time, he held several
positions within Nationwide. Mr. Click has been with Nationwide for 38 years.
JOHN R. COOK, JR. has been Senior Vice President - Chief Communications Officer
since May 1997. Previously, Mr. Cook was Senior Vice President - Chief
Communications Officer of USAA from July 1989 to May 1997.
KENNETH D. DAVIS has been a Director of Nationwide since April 1999. Mr. Davis
has been Chairman of the Board of South Central Power Company since August 1979,
and currently oversees the Davis family farm located in Leesburg, Ohio. Mr.
Davis served as Director of the Farm Bureau Bancorp from October 1998 to March
1998. In addition, Mr. Davis has served in various officer positions with the
Ohio Farm Bureau Federation since December 1989, with his most recent position
as Trustee and President, a position he held from March 1998 to March 1999. Mr.
Davis also held officer positions with the Highland County Farm Bureau from June
1997 to September 1997, including Trustee and President from September 1984 to
September 1997.
DAVID A. DIAMOND has been Vice President - Enterprise Controller since August
1996. Previously, he was Vice President - Controller from October 1993 to August
1996. Prior to that time, Mr. Diamond held several positions within Nationwide.
Mr. Diamond has been with Nationwide for 10 years.
MATTHEW S. EASLEY has been Vice President - Investment Life Actuarial since June
1998. Mr. Easley was Vice President - Marketing and Administrative Services from
December 1996 to June 1998. Mr. Easley was Vice President - Life Marketing and
Administrative Services from May 1996 to June 1998. Mr. Easley was Vice
President - Annuity and Pension Actuarial from August 1989 to May 1996. Prior to
that time, Mr. Easley held several positions within Nationwide. Mr. Easley has
been with Nationwide for 16 years.
KEITH W. ECKEL has been a Director of Nationwide since April 1996. Mr. Eckel is
a partner of Fred W. Eckel Sons and president of Eckel Farms, Inc., in northeast
Pennsylvania. He received the Master Farmer award from Penn State University in
1982. He is a former president of the Pennsylvania Farm Bureau, a position he
held for 15 years, and the Lackawanna County Cooperative Extension Association.
Mr. Eckel has served as a board member and executive committee member of the
American Farm Bureau. He is a former vice president of the Pennsylvania Council
of Cooperative Extension Associations, and former board member of the
Pennsylvania Vegetable Grower's Association.
PHILIP C. GATH has been Senior Vice President - Chief Actuary since May 1998.
Previously, Mr. Gath was Vice President - Product Manager - Individual Variable
Annuity from July 1997 to May 1998. Mr. Gath was Vice President - Individual
Life Actuary from August 1989 to July 1997. Prior to that time, Mr. Gath held
several positions within Nationwide. Mr. Gath has been with Nationwide for 30
years.
40
<PAGE> 41
RICHARD D. HEADLEY has been Senior Vice President - Chief Information Technology
Officer since October 1997. Previously, Mr. Headley was Chairman and Chief
Executive Officer of Banc One Services Corporation from 1992 to October 1997.
From January 1975 until 1992 Mr. Headley held several positions with Banc One
Corporation.
DONNA A. JAMES has been Senior Vice President - Human Resources since December
1997. Previously, she was Vice President - Human Resources from July 1996 to
December 1997. Prior to that time Ms. James was Vice President Assistant to the
CEO from March 1996 to July 1996. From May 1994 to March 1996 she was Associate
Vice President - Assistant to the CEO. Prior to that time Ms. James held several
positions within Nationwide. Ms. James has been with Nationwide for 17 years.
RICHARD A. KARAS has been Senior Vice President - Sales - Financial Services
since March 1993. Previously, he was Vice President - Sales - Financial Services
from February 1989 to March 1993. Prior to that time, Mr. Karas held several
positions within Nationwide. Mr. Karas has been with Nationwide for 34 years.
DAVID O. MILLER has been a Director of Nationwide 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. 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 companies of the Nationwide group.
He is also a director of the National Cooperative Business Association.
YVONNE L. MONTGOMERY has been a Director since April, 1998. Ms. Montgomery is
senior vice president/general manager of southern customer operations for United
States Customer Operations for Xerox Corporation. A resident of Atlanta,
Georgia, Ms. Montgomery oversees eight customer business units across the
southern United States as well as all business and marketing functions in the
regions. Ms. Montgomery joined Xerox in 1976 as a sales representative and
progressed through management positions, including Vice President - Field
Operations, and Executive Assistant to the Chairman and CEO.
R. DENNIS NOICE has been Vice President - Systems since April 1998. Previously,
he was Vice President - Retail Operations from March 1997 to April 1998. Prior
to that time, Mr. Noice was Vice President - Individual Investment Products from
October 1989 to March 1997. Prior to that time, Mr. Noice held several positions
within Nationwide. Mr. Noice has been with Nationwide for 27 years.
ROBERT A. OAKLEY has been Executive Vice President - Chief Financial Officer
since April 1995. Previously, he was Senior Vice President - Chief Financial
Officer from October 1993 to April 1995. Prior to that time, Mr. Oakley held
several positions within Nationwide. Mr. Oakley has been with Nationwide for 23
years.
RALPH M. PAIGE has been a Director of Nationwide since April 1999. Mr. Paige has
been the Executive Director of the Federation of Southern Cooperatives/Land
Assistance Fund since 1969. Mr. Paige also served as the National Field
Director/Georgia State Director from 1981 to 1984.
JOSEPH P. RATH has been Vice President - Product and Market Compliance since
April 1997. Previously, he was Vice President - Associate General Counsel from
October 1988 to April 1997. Prior to that time, Mr. Rath held several positions
within Nationwide. Mr. Rath has been with Nationwide for 22 years.
DOUGLAS C. ROBINETTE has been Senior Vice President - Marketing and Product
Management since May 1998. Previously, Mr. Robinette was Executive Vice
President, Customer Services of Employers Insurance of Wausau (Wausau), a member
of the Nationwide group until December 1998, from September 1996 to May 1998.
Prior to that time he was Executive Vice President, Finance and Insurance
Services of Wausau from May 1995 to September 1996. From November 1994 to May
1995 Mr.
41
<PAGE> 42
Robinette was Senior Vice President, Finance and Insurance Services of Wausau.
From May 1993 to November 1994 he was Senior Vice President, Finance of Wausau.
Prior to that time, Mr. Robinette held several positions within the Nationwide
group. Mr. Robinette has been with the Nationwide group for 12 years.
MARK R. THRESHER has been Vice President - Controller since August 1996. He was
Vice President and Treasurer from November 1996 to February 1997. Previously, he
was Vice President and Treasurer from June 1996 to August 1996. Prior to joining
Nationwide, Mr. Thresher served as a partner with KPMG LLP.
SUSAN A. WOLKEN has been Senior Vice President - Life Company Operations since
June 1997. Previously, she was Senior Vice President - Enterprise Administration
from July 1996 to June 1997. Prior to that time, she was Senior Vice President -
Human Resources from April 1995 to July 1996. From September 1993 to April 1995,
Ms. Wolken was Vice President - Human Resources. From October 1989 to September
1993 she was Vice President - Individual Life and Health Operations. Ms. Wolken
has been with Nationwide for 24 years.
ROBERT J. WOODWARD, JR. has been Executive Vice President - Chief Investment
Officer since August 1995. Previously, he was Senior Vice President - Fixed
Income Investments from March 1991 to August 1995. Prior to that time, Mr.
Woodward held several positions within Nationwide. Mr. Woodward has been with
Nationwide for 34 years.
42
<PAGE> 43
APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS
The underlying mutual funds listed below are designed primarily as investment
vehicles for variable annuity contracts and variable life insurance policies
issued by insurance companies.
There is no guarantee that the investment objectives will be met.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
The Fidelity Variable Insurance Products Fund (VIP) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
November 13, 1981. Shares of VIP are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
Fidelity Management & Research Company ("FMR") is the manager for VIP and its
portfolios.
VIP EQUITY-INCOME PORTFOLIO: SERVICE CLASS
Investment Objective: Reasonable income by investing primarily in
income-producing equity securities. In choosing these securities FMR also
will consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite Stock Price Index.
VIP GROWTH PORTFOLIO: SERVICE CLASS
Investment Objective: Capital appreciation. This Portfolio will invest in
the securities of both well-known and established companies, and smaller,
less well-known companies which may have a narrow product line or whose
securities are thinly traded. These latter securities will often involve
greater risk than may be found in the ordinary investment security. FMR's
analysis and expertise plays an integral role in the selection of
securities and, therefore, the performance of the Portfolio. Many
securities which FMR believes would have the greatest potential may be
regarded as speculative, and investment in the Portfolio may involve
greater risk than is inherent in other underlying mutual funds. It is also
important to point out that this Portfolio makes sense for you if you can
afford to ride out changes in the stock market because it invests primarily
in common stocks. FMR can also make temporary investments in securities
such as investment-grade bonds, high-quality preferred stocks and
short-term notes, for defensive purposes when it believes market conditions
warrant.
VIP HIGH INCOME PORTFOLIO: SERVICE CLASS
Investment Objective: High level of current income by investing primarily
in high-risk, lower-rated, high-yielding, fixed-income securities, while
also considering growth of capital. FMR will seek high current income
normally by investing the Portfolio's assets as follows:
- at least 65% in income-producing debt securities and preferred
stocks, including convertible securities
- up to 20% in common stocks and other equity securities when
consistent with the Portfolio's primary objective or acquired as
part of a unit combining fixed-income and equity securities
Higher yields are usually available on securities that are lower-rated or
that are unrated. Lower-rated securities are usually defined as Ba or lower
by Moody's Investor Service, Inc. ("Moody's"); BB or lower by Standard &
Poor's and may be deemed to be of a speculative nature. The Portfolio may
also purchase lower-quality bonds such as those rated Ca3 by Moody's or C-
by Standard & Poor's which provide poor protection for payment of principal
and interest (commonly referred to as "junk bonds"). For a further
discussion of lower-rated securities, please see the "Risks of Lower-Rated
Debt Securities" section of the Portfolio's prospectus.
43
<PAGE> 44
VIP OVERSEAS PORTFOLIO: SERVICE CLASS
Investment Objective: Long-term capital growth primarily through
investments in foreign securities. This Portfolio provides a means for
investors to diversify their own portfolios by participating in companies
and economies outside the United States.
NATIONWIDE SEPARATE ACCOUNT TRUST
Nationwide Separate Account Trust ("NSAT") is a diversified open-end management
investment company created under the laws of Massachusetts. NSAT offers shares
in the mutual funds listed below, each with its own investment objectives.
Shares of NSAT will be sold primarily to separate accounts to fund the benefits
under variable life insurance policies and variable annuity contracts issued by
life insurance companies. Effective September 1, 1999, the investment advisory
services previously performed by Nationwide Advisory Services ("NAS") were
transferred to Villanova Mutual Fund Capital Trust ("VMF"), an affiliate of NAS
and an indirect subsidiary of Nationwide Financial Services, Inc. The portfolio
managers and subadvisers for each of the Funds continue to manage the Funds
after the transfer to VMF.
CAPITAL APPRECIATION FUND
Investment Objective: Long-term capital appreciation.
MONEY MARKET FUND
Investment Objective: As high a level of current income as is considered
consistent with the preservation of capital and maintenance of liquidity.
TOTAL RETURN FUND
Investment Objective: To obtain a reasonable, long-term total return on
invested capital.
SUB-ADVISED NATIONWIDE FUNDS
NATIONWIDE MID CAP INDEX FUND (FORMERLY NATIONWIDE SELECT ADVISERS MID
CAP FUND)
Subadviser: The Dreyfus Corporation Investment Objective: Capital
appreciation. The Fund seeks to match the performance of the Standard
& Poor's MidCap 400 Index. To pursue this goal, the Fund generally is
fully invested in all 400 stocks included in this index in proportion
to their weighting in the index, and in futures whose performance is
tied to the index. The Fund is neither sponsored by nor affiliated
with Standard & Poor's Corporation.
NATIONWIDE SMALL CAP VALUE FUND
Subadviser: The Dreyfus Corporation
Investment Objective: The Fund intends to pursue its investment objective
by investing, under normal market conditions, at least 75% of the Fund's
total assets in equity securities of companies whose equity market
capitalizations at the time of investment are similar to the market
capitalizations of companies in the Russell 2000 Small Stock Index.
NATIONWIDE SMALL COMPANY FUND
Subadvisers: The Dreyfus Corporation, Neuberger Berman, L.P., Lazard
Asset Management, Strong Capital Management, Inc. and Credit Suisse
Asset Management, LLC.
Investment Objective: Under normal market conditions, the Fund will
invest at least 65% of its total assets in equity securities of
companies whose equity market capitalizations at the time of investment
are similar to the market capitalizations of companies in the Russell
2000 Small Stock Index.
NATIONWIDE STRATEGIC GROWTH FUND
Subadviser: Strong Capital Management Inc.
Investment Objective: Capital growth by investing primarily in equity
securities that the Fund's subadviser believes have above-average growth
prospects. The Fund will generally invest in companies whose earnings are
believed to be in a relatively strong growth trend, and to a lesser
extent, in companies in which significant further growth is not
anticipated but whose market value is thought to be undervalued. Under
normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities, including common stocks,
44
<PAGE> 45
preferred stocks, and securities convertible into common or preferred
stocks, such as warrants and convertible bonds. The Fund may invest up to
35% of its total assets in debt obligations, including intermediate- to
long-term corporate or U.S. Government debt securities.
NATIONWIDE STRATEGIC VALUE FUND
Subadviser: Strong Capital Management Inc./Schafer Capital Management
Inc.
Investment Objective: Primarily long-term capital appreciation; current
income is a secondary objective. The Fund seeks to meet its objectives by
investing in securities which are believed to offer the possibility of
increase in value, primarily common stocks of established companies
having a strong financial position and a low stock market valuation at
the time of purchase in relation to investment value. Other than
considered appropriate for cash reserves, the Fund will generally
maintain a fully invested position in common stocks of publicly held
companies, primarily in stocks of companies listed on a national
securities exchange or other equity securities (common stock or
securities convertible into common stock). Investments may also be made
in debt securities which are convertible into common stocks and in
warrants or other rights to purchase common stock, which in such case are
considered equity securities by the Fund. Strong Capital Management, Inc.
has subcontracted with Schafer Capital Management, Inc. to subadvise the
Fund.
ONE GROUP(R) INVESTMENT TRUST
One Group Investment Trust is a diversified, open-end management investment
company organized under the laws of Massachusetts by a Declaration of Trust,
dated June 7, 1993. One
Group Investment Trust offers shares in the separate mutual funds (the "Funds")
shown below, each with its own investment objective. The shares of the Funds are
sold to life insurance companies to fund variable annuity contracts and variable
life insurance policies. The assets of One Group Investment Trust are managed by
Banc One Investment Advisors Corporation.
ONE GROUP INVESTMENT TRUST BALANCED PORTFOLIO (FORMERLY ASSET ALLOCATION
FUND)
Investment Objective: The Portfolio seeks to provide total return while
preserving capital.
ONE GROUP INVESTMENT TRUST BOND PORTFOLIO
Investment Objective: The Portfolio seeks to maximize total return by
investing primarily in a diversified portfolio of intermediate and
long-term debt securities.
ONE GROUP INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO
Investment Objective: The Portfolio seeks long-term capital growth and
growth of income with a secondary objective of providing a moderate level
of current income.
ONE GROUP INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO
Investment Objective: The Portfolio seeks long term capital growth by
investing primarily in equity securities of companies with intermediate
capitalizations.
ONE GROUP INVESTMENT TRUST EQUITY INDEX PORTFOLIO
Investment Objective: The Portfolio seeks investment results that
correspond to the aggregated price and dividend performance of securities
in the Standard & Poor's 500 Composite Stock Price Index(*) ("S&P 500").
(*)"S&P 500" is a registered service mark of Standard & Poor's Corporation,
which does not sponsor and is in no way affiliated with the Portfolio.
45
<PAGE> 46
ONE GROUP INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO
Investment Objective: The Portfolio seeks a high level of current income
with liquidity and safety of principal.
ONE GROUP INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO (FORMERLY LARGE
COMPANY GROWTH FUND)
Investment Objective: The Portfolio seeks long-term capital appreciation
and growth of income by investing primarily in equity securities.
ONE GROUP INVESTMENT TRUST MID CAP GROWTH PORTFOLIO (FORMERLY GROWTH
OPPORTUNITIES FUND)
Investment Objective: The Portfolio seeks growth of capital and,
secondarily, current income, by investing primarily in equity securities.
Issuers will include medium sized companies with a history of above-average
growth or companies that are expected to enter periods of above-average
growth, and smaller companies which are positioned in emerging growth
industries.
ONE GROUP INVESTMENT TRUST MID CAP VALUE PORTFOLIO
Investment Objective: The Portfolio seeks capital appreciation with the
secondary goal of achieving current income by investing primarily in equity
securities.
46
<PAGE> 47
APPENDIX B: ILLUSTRATIONS OF CASH VALUES, CASH SURRENDER VALUES, AND DEATH
BENEFITS
The illustrations in this prospectus have been prepared to help show how values
under the polices change with investment performance. The illustrations
demonstrate how cash values, cash surrender values and death benefits under a
policy would vary over time if the hypothetical gross investment rates of return
were a uniform annual effective rate of either 0%, 6% or 12%. If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the cash values,, cash surrender values and death benefits may be
different.
For hypothetical returns of 0% and 6%, the illustrations also illustrate when
the policies would go into default, at which time additional premium payments
would be required to continue the policy in force. The illustrations also assume
there is not policy indebtedness, no additional premium payments are made, no
cash values are allocated to the fixed account, and there are no changes in the
specified amount or death benefit option.
The amounts shown for the cash value, cash surrender value and death benefit as
of each policy anniversary reflect the fact that the net investment return on
the assets held in the variable account sub-accounts is lower than the gross
return. This is due to the deduction of underlying mutual fund investment
advisory fees and other expenses which are equivalent to an annual effective
rate of 0.94%. This effective rate is based on the average of the fund expenses,
after expense reimbursement, for the preceding year for all mutual fund options
available under the policy as of April 13, 1999. Some underlying mutual funds
are subject to expense reimbursements and fee waivers. Absent expense
reimbursements and fee waivers, the annual effective rate would have been 1.01%.
Nationwide anticipates that the expense reimbursement and fee waiver
arrangements will continue past the current year. Should there be an increase or
decrease in the expense reimbursements and fee waivers of these underlying
mutual funds, such change will be reflected in the net asset value of the
corresponding underlying mutual fund.
Taking into account the underlying mutual fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of 0.90%, 5.10% and 11.10%, respectively.
The illustrations also reflect the fact that Nationwide makes monthly charges
for providing insurance protection. Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the policy. The values shown are for policies which are
issued as standard. Policies issued on a substandard basis would result in lower
cash values and death benefits than those illustrated. Death benefit Option 1
has been assumed in all the illustrations.
The illustrations reflect that Nationwide deducts a sales load as well as
charges for state premium and federal taxes, from each premium payment. The
illustrations reflect the fact that no charges for federal or state income taxes
are currently made against the variable account. If such a charge is made in the
future, it will require a higher gross investment return than illustrated in
order to produce the net after-tax returns shown in the illustrations.
In addition, the illustrations reflect the fact that Nationwide deducts a
monthly administrative charge at the beginning of each policy month. The
illustrations also reflect that Nationwide deducts a monthly charge to assume
mortality and expense risks. This mortality and expense risk charge is assessed
at the beginning of each policy month and is calculated as a percentage of the
assets of the variable account only.
Policy charges on policies issued for delivery in the State of New York will
vary (see "Deductions and Charges") and thereby affect the illustrations.
47
<PAGE> 48
The cash surrender values shown in the illustrations reflect that Nationwide
will deduct a surrender charge from the policy's cash value for any policy
surrendered in the first fourteen years.
Upon request, Nationwide will furnish a comparable illustration based on the
proposed insureds' age, sex, smoking classification, rating classification and
premium payment requested.
48
<PAGE> 49
$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55 FEMALE:
NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 1 CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST AT CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 10,320 435 1,000,000 10,957 1,072 1,000,000 11,595 1,709 1,000,000
2 26,153 20,399 10,513 1,000,000 22,309 12,423 1,000,000 24,295 14,409 1,000,000
3 40,218 30,224 20,339 1,000,000 34,058 24,172 1,000,000 38,201 28,316 1,000,000
4 54,986 39,784 30,393 1,000,000 46,205 36,814 1,000,000 53,423 44,032 1,000,000
5 70,493 49,063 40,166 1,000,000 58,751 49,854 1,000,000 70,079 61,182 1,000,000
6 86,775 58,045 49,642 1,000,000 71,693 63,290 1,000,000 88,301 79,899 1,000,000
7 103,872 66,708 58,799 1,000,000 85,025 77,117 1,000,000 108,230 100,322 1,000,000
8 121,823 75,019 67,605 1,000,000 98,730 91,316 1,000,000 130,014 122,600 1,000,000
9 140,671 82,939 76,019 1,000,000 112,784 105,864 1,000,000 153,811 146,891 1,000,000
10 160,462 90,427 84,001 1,000,000 127,161 120,735 1,000,000 179,800 173,374 1,000,000
11 181,243 98,661 92,730 1,000,000 143,306 137,375 1,000,000 209,932 204,001 1,000,000
12 203,063 106,481 102,033 1,000,000 159,889 155,440 1,000,000 243,028 238,579 1,000,000
13 225,973 113,815 110,849 1,000,000 176,914 173,949 1,000,000 279,417 276,451 1,000,000
14 250,030 120,638 119,156 1,000,000 194,391 192,908 1,000,000 319,475 317,992 1,000,000
15 275,289 126,919 126,919 1,000,000 212,318 212,318 1,000,000 363,621 363,621 1,000,000
16 301,810 132,828 132,828 1,000,000 230,890 230,890 1,000,000 412,488 412,488 1,000,000
17 329,658 138,394 138,394 1,000,000 250,176 250,176 1,000,000 466,665 466,665 1,000,000
18 358,899 143,652 143,652 1,000,000 270,253 270,253 1,000,000 526,812 526,812 1,000,000
19 389,601 148,665 148,665 1,000,000 291,229 291,229 1,000,000 593,681 593,681 1,000,000
20 421,839 153,545 153,545 1,000,000 313,253 313,253 1,000,000 668,125 668,125 1,000,000
21 455,688 157,489 157,489 1,000,000 335,727 335,727 1,000,000 750,733 750,733 1,000,000
22 491,230 160,358 160,358 1,000,000 358,602 358,602 1,000,000 842,599 842,599 1,000,000
23 528,549 161,995 161,995 1,000,000 381,833 381,833 1,000,000 945,027 945,027 1,000,000
24 567,734 162,213 162,213 1,000,000 405,366 405,366 1,000,000 1,058,971 1,058,971 1,072,017
25 608,878 160,765 160,765 1,000,000 429,124 429,124 1,000,000 1,185,007 1,185,007 1,198,839
26 652,080 157,321 157,321 1,000,000 453,001 453,001 1,000,000 1,324,378 1,324,378 1,338,933
27 697,441 151,452 151,452 1,000,000 476,859 476,859 1,000,000 1,478,441 1,478,441 1,493,631
28 745,071 142,609 142,609 1,000,000 500,533 500,533 1,000,000 1,648,668 1,648,668 1,664,385
29 795,082 130,139 130,139 1,000,000 523,851 523,851 1,000,000 1,836,660 1,836,660 1,852,766
30 847,594 113,285 113,285 1,000,000 546,659 546,659 1,000,000 2,044,157 2,044,157 2,060,486
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual policy
years. No representation can be made by Nationwide or the trust that these
hypothetical rates of return can be achieved for any one year or sustained over
any period of time.
49
<PAGE> 50
$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
FEMALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 2 CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 11,988 1,663 1,011,953 12,725 2,400 1,012,688 13,463 3,138 1,013,423
2 30,135 23,708 13,383 1,023,599 25,922 15,597 1,025,801 28,223 17,898 1,028,092
3 46,342 35,147 24,822 1,034,923 39,592 29,267 1,039,339 44,396 34,071 1,044,111
4 63,359 46,289 36,481 1,045,912 53,738 43,929 1,053,297 62,109 52,300 1,061,596
5 81,227 57,116 47,824 1,056,544 68,357 59,064 1,067,666 81,498 72,206 1,080,667
6 99,988 67,609 58,832 1,066,800 83,446 74,670 1,082,438 102,711 93,935 1,101,458
7 119,688 77,739 69,479 1,076,651 98,993 90,733 1,097,593 125,905 117,645 1,124,105
8 140,372 87,470 79,726 1,086,057 114,973 107,229 1,113,098 151,238 143,494 1,148,745
9 162,090 96,754 89,526 1,094,966 131,352 124,124 1,128,909 178,877 171,649 1,175,519
10 184,895 105,540 98,829 1,103,328 148,089 141,378 1,144,975 209,001 202,290 1,204,577
11 208,840 115,199 109,004 1,112,668 166,792 160,597 1,163,127 243,780 237,585 1,238,397
12 233,982 124,312 119,665 1,121,416 185,947 181,300 1,181,642 281,839 277,193 1,275,312
13 260,381 132,848 129,750 1,129,537 205,537 202,439 1,200,496 323,493 320,396 1,315,609
14 288,100 140,775 139,227 1,136,999 225,543 223,995 1,219,663 369,089 367,540 1,359,608
15 317,205 148,049 148,049 1,143,754 245,934 245,934 1,239,099 418,997 418,997 1,407,642
16 347,765 154,864 154,864 1,150,016 266,921 266,921 1,259,032 473,880 473,880 1,460,364
17 379,853 161,249 161,249 1,155,819 288,556 288,556 1,279,512 534,300 534,300 1,518,299
18 413,546 167,241 167,241 1,161,205 310,908 310,908 1,300,604 600,891 600,891 1,582,046
19 448,923 172,916 172,916 1,166,256 334,081 334,081 1,322,415 674,391 674,391 1,652,306
20 486,070 178,402 178,402 1,171,113 358,246 358,246 1,345,123 755,679 755,679 1,729,919
21 525,073 182,745 182,745 1,174,778 382,465 382,465 1,367,736 844,578 844,578 1,814,606
22 566,027 185,778 185,778 1,177,087 406,552 406,552 1,390,065 941,715 941,715 1,906,930
23 609,028 187,313 187,313 1,177,861 430,295 430,295 1,411,898 1,047,766 1,047,766 2,007,502
24 654,179 187,135 187,135 1,176,894 453,438 453,438 1,432,978 1,163,443 1,163,443 2,116,962
25 701,588 184,966 184,966 1,173,921 475,644 475,644 1,452,975 1,289,471 1,289,471 2,235,953
26 751,368 180,448 180,448 1,168,600 496,477 496,477 1,471,459 1,426,558 1,426,558 2,365,103
27 803,636 173,129 173,129 1,160,497 515,378 515,378 1,487,883 1,575,392 1,575,392 2,505,007
28 858,518 162,458 162,458 1,149,090 531,653 531,653 1,501,576 1,736,619 1,736,619 2,656,218
29 916,144 147,825 147,825 1,133,805 544,506 544,506 1,511,775 1,910,886 1,910,886 2,819,293
30 976,651 128,593 128,593 1,114,057 553,071 553,071 1,517,664 2,098,877 2,098,877 2,994,824
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual policy
years. No representation can be made by Nationwide or the trust that these
hypothetical rates of return can be achieved for any one year or sustained over
any period of time.
50
<PAGE> 51
$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
FEMALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 1 GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 10,311 425 1,000,000 10,947 1,062 1,000,000 11,584 1,699 1,000,000
2 26,153 20,356 10,470 1,000,000 22,264 12,378 1,000,000 24,248 14,363 1,000,000
3 40,218 30,116 20,230 1,000,000 33,942 24,057 1,000,000 38,079 28,194 1,000,000
4 54,986 39,568 30,177 1,000,000 45,973 36,581 1,000,000 53,173 43,782 1,000,000
5 70,493 48,684 39,787 1,000,000 58,338 49,441 1,000,000 69,631 60,734 1,000,000
6 86,775 57,430 49,027 1,000,000 71,016 62,613 1,000,000 87,556 79,153 1,000,000
7 103,872 65,757 57,849 1,000,000 83,968 76,060 1,000,000 107,055 99,146 1,000,000
8 121,823 73,603 66,189 1,000,000 97,142 89,728 1,000,000 128,232 120,818 1,000,000
9 140,671 80,885 73,965 1,000,000 110,464 103,544 1,000,000 151,190 144,270 1,000,000
10 160,462 87,511 81,085 1,000,000 123,850 117,424 1,000,000 176,038 169,613 1,000,000
11 181,243 93,994 88,062 1,000,000 138,140 132,209 1,000,000 204,095 198,164 1,000,000
12 203,063 99,772 95,324 1,000,000 152,394 147,946 1,000,000 234,551 230,102 1,000,000
13 225,973 104,587 101,621 1,000,000 166,511 163,545 1,000,000 267,619 264,653 1,000,000
14 250,030 108,304 106,821 1,000,000 180,371 178,888 1,000,000 303,543 302,060 1,000,000
15 275,289 110,748 110,748 1,000,000 193,815 193,815 1,000,000 342,592 342,592 1,000,000
16 301,810 111,680 111,680 1,000,000 206,630 206,630 1,000,000 385,058 385,058 1,000,000
17 329,658 110,777 110,777 1,000,000 218,521 218,521 1,000,000 431,269 431,269 1,000,000
18 358,899 107,608 107,608 1,000,000 229,102 229,102 1,000,000 481,604 481,604 1,000,000
19 389,601 101,642 101,642 1,000,000 237,898 237,898 1,000,000 536,556 536,556 1,000,000
20 421,839 92,227 92,227 1,000,000 244,370 244,370 1,000,000 596,797 596,797 1,000,000
21 455,688 78,665 78,665 1,000,000 247,915 247,915 1,000,000 663,256 663,256 1,000,000
22 491,230 60,253 60,253 1,000,000 247,856 247,856 1,000,000 737,205 737,205 1,000,000
23 528,549 36,141 36,141 1,000,000 243,408 243,408 1,000,000 820,350 820,350 1,000,000
24 567,734 5,223 5,223 1,000,000 233,590 233,590 1,000,000 914,969 914,969 1,000,000
25 608,878 (*) (*) (*) 217,083 217,083 1,000,000 1,022,913 1,022,913 1,037,848
26 652,080 (*) (*) (*) 192,063 192,063 1,000,000 1,142,002 1,142,002 1,157,946
27 697,441 (*) (*) (*) 156,006 156,006 1,000,000 1,272,935 1,272,935 1,289,853
28 745,071 (*) (*) (*) 105,407 105,407 1,000,000 1,416,701 1,416,701 1,434,538
29 795,082 (*) (*) (*) 35,430 35,430 1,000,000 1,574,330 1,574,330 1,593,009
30 847,594 (*) (*) (*) (*) (*) (*) 1,746,897 1,746,897 1,766,317
(*)Denotes lapse without additional premium payments.
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual policy
years. No representation can be made by Nationwide or the trust that these
hypothetical rates of return can be achieved for any one year or sustained over
any period of time.
51
<PAGE> 52
$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
FEMALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55
OPTION 2 GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 11,979 1,654 1,011,948 12,715 2,390 1,012,683 13,452 3,127 1,013,418
2 30,135 23,665 13,340 1,023,574 25,876 15,551 1,025,776 28,175 17,850 1,028,065
3 46,342 35,036 24,711 1,034,858 39,473 29,148 1,039,269 44,270 33,945 1,044,038
4 63,359 46,065 36,257 1,045,774 53,496 43,688 1,053,149 61,849 52,041 1,061,437
5 81,227 56,722 47,429 1,056,292 67,925 58,633 1,067,392 81,026 71,734 1,080,368
6 99,988 66,963 58,187 1,066,371 82,730 73,954 1,081,965 101,918 93,141 1,100,936
7 119,688 76,735 68,475 1,075,958 97,865 89,605 1,096,820 124,637 116,377 1,123,242
8 140,372 85,963 78,219 1,084,982 113,261 105,518 1,111,887 149,289 141,545 1,147,376
9 162,090 94,553 87,326 1,093,349 128,825 121,598 1,127,067 175,964 168,736 1,173,415
10 184,895 102,398 95,687 1,100,953 144,444 137,733 1,142,246 204,750 198,038 1,201,426
11 208,840 110,254 104,059 1,108,714 161,069 154,874 1,158,604 237,105 230,910 1,233,188
12 233,982 117,134 112,487 1,115,492 177,580 172,934 1,174,817 272,000 267,354 1,267,390
13 260,381 122,900 119,803 1,121,152 193,820 190,722 1,190,729 309,553 306,455 1,304,138
14 288,100 127,401 125,852 1,125,542 209,604 208,055 1,206,153 349,873 348,324 1,343,527
15 317,205 130,435 130,435 1,128,463 224,690 224,690 1,220,846 393,032 393,032 1,385,611
16 347,765 131,737 131,737 1,129,651 238,753 238,753 1,234,482 439,036 439,036 1,430,378
17 379,853 130,956 130,956 1,128,757 251,362 251,362 1,246,631 487,798 487,798 1,477,722
18 413,546 127,635 127,635 1,125,327 261,952 261,952 1,256,726 539,106 539,106 1,527,407
19 448,923 121,239 121,239 1,118,827 269,844 269,844 1,264,090 592,635 592,635 1,579,086
20 486,070 111,194 111,194 1,108,688 274,279 274,279 1,267,967 647,978 647,978 1,632,323
21 525,073 96,900 96,900 1,094,292 274,444 274,444 1,267,543 704,663 704,663 1,686,618
22 566,027 77,714 77,714 1,075,000 269,486 269,486 1,261,971 762,172 762,172 1,741,422
23 609,028 53,116 53,116 1,050,330 258,507 258,507 1,250,357 819,921 819,921 1,796,117
24 654,179 22,538 22,538 1,019,716 240,504 240,504 1,231,704 877,206 877,206 1,849,960
25 701,588 (*) (*) (*) 214,266 214,266 1,204,806 933,075 933,075 1,901,962
26 751,368 (*) (*) (*) 178,282 178,282 1,168,164 986,234 986,234 1,950,782
27 803,636 (*) (*) (*) 130,723 130,723 1,119,956 1,034,990 1,034,990 1,994,682
28 858,518 (*) (*) (*) 69,373 69,373 1,057,944 1,077,207 1,077,207 2,031,477
29 916,144 (*) (*) (*) (*) (*) (*) 1,110,453 1,110,453 2,058,683
30 976,651 (*) (*) (*) (*) (*) (*) 1,132,114 1,132,114 2,073,628
(*)Denotes lapse without additional premium payments.
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different from
those shown if the actual rates of return averaged 0%, 6%, and 12% over a period
of years but also fluctuated above or below those averages for individual policy
years. No representation can be made by Nationwide or the trust that these
hypothetical rates of return can be achieved for any one year or sustained over
any period of time.
52
<PAGE> 53
APPENDIX C: PERFORMANCE SUMMARY INFORMATION
The following performance tables display historical investment results of the
underlying mutual fund sub-accounts. This information may be useful in helping
potential investors in deciding which underlying mutual fund sub-accounts to
choose and in assessing the competence of the underlying mutual funds'
investment advisers. The performance figures shown should be considered in light
of the investment objectives and policies, characteristics and quality of the
underlying portfolios of the underlying mutual funds, and the market conditions
during the periods of time quoted. The performance figures should not be
considered as estimates or predictions of future performance. Investment return
and the principal value of the underlying mutual fund sub-accounts are not
guaranteed and will fluctuate so that a policy owner's units, when redeemed, may
be worth more or less than their original cost.
53
<PAGE> 54
<TABLE>
<CAPTION>
PERFORMANCE TABLES - TOTAL RETURN
----------------------------------------------------------------------------------
Annual Percentage Nonannualized
Change Percentage Change
- ----------------------------------------------------------------------------------------------------------
Fund Unit 1 mo 1 Yr 2 Yrs 3 Yrs.
UNDERLYING INVESTMENT Inception Values 1996 1997 1998 To to to to
OPTIONS Date(**) 12/31/97 12/31/98 12/31/98 12/31/98 12/31/98
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Variable 10/09/86 11.15 35.09 14.28 28.05 3.13 11.54 42.83 63.24
Insurance Products Fund -
Equity Income Portfolio:
Service Class
- ----------------------------------------------------------------------------------------------------------
Fidelity Variable 10/09/86 13.94 35.36 14.71 23.45 8.52 39.38 72.06 97.36
Insurance Products Fund -
Growth Portfolio:
Service Class
- ----------------------------------------------------------------------------------------------------------
Fidelity Variable 09/19/85 9.56 20.6 14.03 17.58 -0.6 -4.42 12.38 28.15
Insurance Products Fund -
High Income Portfolio:
Service Class
- ----------------------------------------------------------------------------------------------------------
Fidelity Variable 01/28/87 11.26 9.68 13.22 11.56 2.19 12.64 25.65 42.26
Insurance Products Fund -
Overseas Portfolio:
Service Class
- ----------------------------------------------------------------------------------------------------------
NSAT Capital 04/15/92 13 29.35 26.14 34.49 5.23 29.96 74.79 120.48
Appreciation Fund
- ----------------------------------------------------------------------------------------------------------
NSAT Money Market Fund 11/10/81 10.53 5.67 5.13 5.27 0.41 5.27 10.82 16.5
- ----------------------------------------------------------------------------------------------------------
NSAT Total Return Fund 11/08/82 11.81 29.09 21.84 29.43 3.46 18.07 52.82 86.2
- ----------------------------------------------------------------------------------------------------------
NSAT Nationwide Mid- 10/31/97 11.08 NA NA NA 7.01 10.81 NA NA
Cap Index Fund (formerly
NSAT Nationwide Select
Advisers Mid Cap Fund)
- ----------------------------------------------------------------------------------------------------------
NSAT Nationwide Small 10/31/97 9.69 NA NA NA 4.63 -3.06 NA NA
Cap Value Fund
- ----------------------------------------------------------------------------------------------------------
NSAT Nationwide Small 10/23/95 10.1 NA 22.83 17.35 8.03 1.01 18.53 45.59
Company Fund
- ----------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 11.46 NA NA NA 12.61 14.59 NA NA
Strategic Growth Fund
- ----------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/37/97 10.04 NA NA NA 7.51 0.39 NA NA
Strategic Value Fund
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PERFORMANCE TABLES - TOTAL RETURN
--------------------------------------------------------
Annualized
Percentage Change
- --------------------------------------------------------------------------------
5 yrs. Inception 3 Yrs. 5 yrs. Inception
UNDERLYING INVESTMENT to to to to To
OPTIONS 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fidelity Variable 136.1 418.56 17.74 18.75 14.41
Insurance Products Fund
Equity Income Portfolio:
Service Class
- --------------------------------------------------------------------------------
Fidelity Variable 167.1 607.56 25.44 21.71 17.36
Insurance Products Fund
Growth Portfolio:
Service Class-
- --------------------------------------------------------------------------------
Fidelity Variable 52.16 306 8.62 8.76 11.13
Insurance Products Fund
High Income Portfolio:
Service Class
- --------------------------------------------------------------------------------
Fidelity Variable 58.72 167.06 12.47 9.68 8.59
Insurance Products Fund
Overseas Portfolio:
Service Class
- --------------------------------------------------------------------------------
NSAT Capital 182.64 227.71 30.15 23.1 19.36
Appreciation Fund
- --------------------------------------------------------------------------------
NSAT Money Market Fund 27.89 216.31 5.22 5.04 6.95
- --------------------------------------------------------------------------------
NSAT Total Return Fund 142.95 1052.53 23.03 19.43 16.35
- --------------------------------------------------------------------------------
NSAT Nationwide Mid- NA 10.41 NA NA 8.86
Cap Index Fund (formerly
NSAT Nationwide Select
Advisers Mid Cap Fund)
- --------------------------------------------------------------------------------
NSAT Nationwide Small NA -4.63 NA NA -3.98
Cap Value Fund
- --------------------------------------------------------------------------------
NSAT Nationwide Small NA 66.52 13.34 NA 17.35
Company Fund
- --------------------------------------------------------------------------------
NSAT Nationwide NA 17.11 NA NA 14.5
Strategic Growth Fund
- --------------------------------------------------------------------------------
NSAT Nationwide NA 2.02 NA NA 1.73
Strategic Value Fund
- --------------------------------------------------------------------------------
</TABLE>
The preceding table displays three types of total return. Simply stated,
total return shows the percent change in unit values, with dividends and
capital gains reinvested, after the deduction of a 0.55% asset charge (and
the deduction of applicable investment advisory fees and other expenses of
the underlying mutual funds). The total return figures shown in the Annual
Percentage Change and Annualized Percentage Change columns represent
annualized figures, i.e., they show the rate of growth that would have
produced the corresponding cumulative return had performance been constant
over the entire period quoted. The Non-Annualized Percentage Change total
return figures are not annual return figures but instead represent the
total percentage change in unit value over the stated periods without
annualization. THE TOTAL RETURN FIGURES DO NOT TAKE INTO ACCOUNT THE
SEVERAL OTHER POLICY CHARGES WHICH ARE DESCRIBED IN THE "POLICY CHARGES"
SECTION. THESE OTHER CHARGES INCLUDE DEDUCTIONS FROM PREMIUMS, COST OF
INSURANCE CHARGES, SURRENDER CHARGES AND A MONTHLY ADMINISTRATIVE CHARGE.
(**)The underlying mutual fund Inception Date is the date the underlying
mutual fund first became effective, which is not necessarily the same date
the underlying mutual fund was first made available through the variable
account. For those underlying mutual funds which have not been offered as
sub-accounts through the variable account for one of the quoted periods,
the total return figures will show the investment performance such
underlying mutual funds would have achieved (reduced by the 0.55% asset
charge and Fund investment advisory fees and expenses) had they been
offered as sub-accounts through the variable account for the period quoted.
Certain underlying mutual funds are not as old as some of the periods
quoted, therefore, total return figures may not be available for all of the
periods shown.
The One Group Investment Trust Funds were added to the variable account
December 30, 1999. Therefore, no sub-account performance is available.
54
<PAGE> 55
<TABLE>
<CAPTION>
PERFORMANCE TABLE - CASH VALUES
------------------------------------------------------------
1 YEAR TO 2 YEARS TO 3 YEARS TO
12/31/98 12/31/98 12/31/98
- ----------------------------------------------------------------------------
FUND CASH CASH CASH
UNDERLYING INCEPTION ACCUM SURR. ACCUM SURR. ACCUM SURR.
INVESTMENT
OPTIONS DATE** VALUE VALUE VALUE VALUE VALUE VALUE
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity 10/09/86 $19,638 $8,801 $44,616 $33,778 $72,835 $61,997
Variable
Insurance
Products Fund
- - Equity
Income
Portfolio:
Service Class
- ----------------------------------------------------------------------------
Fidelity 10/09/86 $24,597 $13,759 $54,676 $43,838 $88,824 $77,987
Variable
Insurance
Products Fund
- - Growth
Portfolio:
Service Class
- ----------------------------------------------------------------------------
Fidelity 09/19/85 $16,801 $5,963 $36,413 $25,575 $58,558 $47,720
Variable
Insurance
Products Fund
- - High Income
Portfolio:
Service Class
- ----------------------------------------------------------------------------
Fidelity 01/28/87 $19,852 $9,014 $41,792 $30,954 $66,370 $55,532
Variable
Insurance
Products Fund
- - Overseas
Portfolio:
Service Class
- ----------------------------------------------------------------------------
NSAT Capital 04/15/92 $22,930 $12,092 $53,534 $42,696 $91,752 $80,914
Appreciation
Fund
- ----------------------------------------------------------------------------
NSAT Money 11/10/81 $18,523 $7,685 $37,824 $26,987 $57,901 $47,063
Market Fund
- ----------------------------------------------------------------------------
NSAT Total 11/08/82 $20,807 $9,970 $47,547 $36,710 $79,785 $68,947
Return Fund
- ----------------------------------------------------------------------------
NSAT 10/31/97 $19,493 $8,656 $0 $0 $0 $0
Nationwide
Mid- Cap Index
Fund (formerly
NSAT
Nationwide
Select
Advisers Mid
Cap Fund)
- ----------------------------------------------------------------------------
NSAT 10/31/97 $17,013 $6,175 $0 $0 $0 $0
Nationwide
Small Cap
Value Fund
- ----------------------------------------------------------------------------
NSAT 10/23/95 $17,746 $6,908 $38,428 $27,590 $63,641 $52,804
Nationwide
Small Company
Fund
- ----------------------------------------------------------------------------
NSAT 10/31/97 $20,155 $9,317 $0 $0 $0 $0
Nationwide
Strategic
Growth Fund
- ----------------------------------------------------------------------------
NSAT 10/37/97 $17,623 $6,786 $0 $0 $0 $0
Nationwide
Strategic
Value Fund
- ----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PERFORMANCE TABLE - CASH VALUES
-----------------------------------------------------------------------
5 YEARS TO 10 YEARS TO INCEPTION TO
12/31/98 12/31/98 12/31/98
- ---------------------------------------------------------------------------------------
CASH CASH CASH
UNDERLYING ACCUM SURR. ACCUM SURR. ACCUM SURR.
INVESTMENT
OPTIONS VALUE VALUE VALUE VALUE VALUE VALUE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity $150,865 $141,111 $452,507 $445,463 $644,576 $641,324
Variable
Insurance
Products Fund
- - Equity
Income
Portfolio:
Service Class
- -----------------------------------------------------------------------------------------
Fidelity $180,061 $170,307 $545,689 $538,645 $826,094 $822,843
Variable
Insurance
Products Fund
- - Growth
Portfolio:
Service Class
- -----------------------------------------------------------------------------------------
Fidelity $110,760 $101,006 $325,193 $318,148 $526,027 $524,401
Variable
Insurance
Products Fund
- - High Income
Portfolio:
Service Class
- -----------------------------------------------------------------------------------------
Fidelity $119,849 $110,096 $298,362 $291,318 $388,194 $383,317
Variable
Insurance
Products Fund
- - Overseas
Portfolio:
Service Class
- -----------------------------------------------------------------------------------------
NSAT Capital $188,694 $178,940 $0 $0 $288,935 $280,265
Appreciation
Fund
- -----------------------------------------------------------------------------------------
NSAT Money $100,427 $90,673 $219,635 $212,591 $513,810 $513,810
Market Fund
- -----------------------------------------------------------------------------------------
NSAT Total $162,326 $152,572 $451,739 $444,694 $1,257,002 $1,257,002
Return Fund
- -----------------------------------------------------------------------------------------
NSAT $0 $0 $0 $0 $39,842 $29,005
Nationwide
Mid- Cap Index
Fund (formerly
NSAT
Nationwide
Select
Advisers Mid
Cap Fund)
- -----------------------------------------------------------------------------------------
NSAT $0 $0 $0 $0 $37,402 $26,565
Nationwide
Small Cap
Value Fund
- -----------------------------------------------------------------------------------------
NSAT $0 $0 $0 $0 $88,047 $77,751
Nationwide
Small Company
Fund
- -----------------------------------------------------------------------------------------
NSAT $0 $0 $0 $0 $42,692 $31,854
Nationwide
Strategic
Growth Fund
- -----------------------------------------------------------------------------------------
NSAT $0 $0 $0 $0 $38,585 $27,748
Nationwide
Strategic
Value Fund
- -----------------------------------------------------------------------------------------
</TABLE>
The preceding cash value performance table shows the effect of the
performance quoted on accumulated values and cash surrender values, based on
a hypothetical annual premium of $50,000 for a 50 year-old male, non-tobacco
simplified, with a level death benefit and an initial specified amount of
$187,451.64. The cash surrender value figures reflect the deduction of all
applicable policy charges, including a 0.55% asset charge, applicable cost of
insurance charges, surrender charges, and an annual administrative charge
(and the deduction of applicable investment advisory fees and other expenses
of the underlying mutual funds). See the "Policy Charges" section for more
information about these charges. The cost of insurance charges may be higher
or lower for purchasers who do not meet the profile of the hypothetical
purchaser. Illustrations reflecting a potential purchaser's specific
characteristics are available from Nationwide upon request.
(**)The underlying mutual fund Inception Date is the date the underlying
mutual fund first became effective, which is not necessarily the same date
the underlying mutual fund was first made available through the variable
account. For those underlying mutual funds which have not been offered as
sub-accounts through the variable account for one of the quoted periods, the
cash values will show the investment performance such underlying mutual funds
would have achieved (reduced by any applicable variable account and policy
charges, and underlying mutual fund investment advisory fees and expenses)
had they been offered as sub-accounts through the variable account for the
period quoted. Certain underlying mutual funds are not as old as some of the
periods quoted, therefore, the cash values may not be available for all of
the periods shown.
The One Group Investment Trust Funds were added to the variable account
December 30, 1999. Therefore, no sub-account performance is available.
55
<PAGE> 56
<PAGE> 1
Independent Auditors' Report
The Board of Directors of Nationwide Life Insurance Company and Contract Owners
of Nationwide VLI Separate Account-4:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-4 as of December 31,
1998, and the related statement of operations and changes in contract owners'
equity for the period February 18, 1998 (commencement of operations) through
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the transfer agents of the underlying mutual funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nationwide VLI Separate
Account-4 as of December 31, 1998, and the results of its operations and its
changes in contract owners' equity for the period February 18, 1998
(commencement of operations) through December 31, 1998, in conformity with
generally accepted accounting principles.
KPMG LLP
Columbus, Ohio
February 5, 1999
<PAGE> 2
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments at market value:
American Century VP - American Century VP Income & Growth (ACVPIncGr)
182,077 shares (cost $1,109,477) .......................................... $ 1,234,484
American Century VP - American Century VP International (ACVPInt)
325,182 shares (cost $2,318,120) .......................................... 2,477,888
American Century VP - American Century VP Value (ACVPValue)
93,159 shares (cost $598,683) ............................................. 626,960
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
44,142 shares (cost $1,263,578) ........................................... 1,371,933
Dreyfus Stock Index Fund (DryStkIx)
442,059 shares (cost $12,920,739) ......................................... 14,375,758
Dreyfus VIF - Capital Appreciation Portfolio (DryCapAp)
42,881 shares (cost $1,397,683) ........................................... 1,548,425
Fidelity VIP - Equity-Income Portfolio - Service Class (FidVIPEI)
227,239 shares (cost $5,320,426) .......................................... 5,769,608
Fidelity VIP - Growth Portfolio - Service Class (FidVIPGr)
79,605 shares (cost $3,087,212) ........................................... 3,567,896
Fidelity VIP - High Income Portfolio - Service Class (FidVIPHI)
306,210 shares (cost $3,487,179) .......................................... 3,524,474
Fidelity VIP - Overseas Portfolio - Service Class (FidVIPOv)
53,655 shares (cost $1,006,403) ........................................... 1,074,716
Fidelity VIP-II - Contrafund Portfolio - Service Class (FidVIPCon)
194,290 shares (cost $4,096,142) .......................................... 4,744,555
Fidelity VIP-III - Growth Opportunities Portfolio - Service Class (FidVIPGrOp)
105,845 shares (cost $2,156,825) .......................................... 2,419,625
Morgan Stanley - Emerging Markets Debt Portfolio (VKMSEmMkt)
25,820 shares (cost $164,824) ............................................. 157,501
Nationwide SAT - Balanced Fund (NSATBal)
69,134 shares (cost $708,627) ............................................. 731,433
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
237,441 shares (cost $5,844,303) .......................................... 6,313,569
Nationwide SAT - Equity Income Fund (NSATEqInc)
21,275 shares (cost $229,007) ............................................. 244,028
Nationwide SAT - Global Equities Fund (NSATGlobEq)
42,042 shares (cost $455,810) ............................................. 493,998
Nationwide SAT - Government Bond Fund (NSATGvtBd)
401,958 shares (cost $4,783,321) .......................................... 4,698,885
Nationwide SAT - High Income Bond Fund (NSATHIncBd)
96,723 shares (cost $963,155) ............................................. 971,097
Nationwide SAT - Money Market Fund (NSATMyMkt)
21,598,475 shares (cost $21,598,475) ...................................... 21,598,475
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Nationwide SAT - Multi Sector Bond Fund (NSATMSecBd)
93,944 shares (cost $921,749) ............................................. 922,530
Nationwide SAT - Select Advisers Mid Cap Fund (NSATMidCap)
27,354 shares (cost $268,890) ............................................. 298,705
Nationwide SAT - Small Cap Value Fund (NSATSmCapV)
108,781 shares (cost $913,731) ............................................ 1,032,333
Nationwide SAT - Small Company Fund (NSATSmCo)
100,590 shares (cost $1,477,476) .......................................... 1,610,450
Nationwide SAT - Strategic Growth Fund (NSATStrGro)
36,588 shares (cost $379,237) ............................................. 428,084
Nationwide SAT - Strategic Value Fund (NSATStrVal)
34,188 shares (cost $302,102) ............................................. 345,983
Nationwide SAT - Total Return Fund (NSATTotRe)
450,747 shares (cost $8,009,908) .......................................... 8,293,744
Neuberger & Berman AMT - Guardian Portfolio (NBAMTGuard)
53,552 shares (cost $658,273) ............................................. 741,159
Neuberger & Berman AMT - Mid-Cap Growth Portfolio (NBAMTMCGr)
73,728 shares (cost $1,019,587) ........................................... 1,195,872
Neuberger & Berman AMT - Partners Portfolio (NBAMTPart)
219,668 shares (cost $3,903,184) .......................................... 4,158,317
Oppenheimer VAF - Aggressive Growth Fund (OppAggGro)
25,508 shares (cost $988,141) ............................................. 1,143,545
Oppenheimer VAF - Growth Fund (OppGro)
55,781 shares (cost $1,790,387) ........................................... 2,045,484
Oppenheimer VAF - Growth & Income Fund (OppGrInc)
79,472 shares (cost $1,547,267) ........................................... 1,627,592
Van Eck WIT - Worldwide Emerging Markets Fund (VEWrldEMkt)
40,617 shares (cost $270,845) ............................................. 289,192
Van Eck WIT - Worldwide Hard Assets Fund (VEWrldHAs)
16,765 shares (cost $156,341) ............................................. 154,239
Van Kampen American Capital LIT -
Morgan Stanley Real Estate Securities Portfolio (VKMSRESec)
52,116 shares (cost $689,806) ............................................. 717,112
Warburg Pincus Trust - Growth & Income Portfolio (WPGrInc)
62,712 shares (cost $714,061) ............................................. 719,931
Warburg Pincus Trust - International Equity Portfolio (WPIntEq)
54,415 shares (cost $567,694) ............................................. 598,018
Warburg Pincus Trust - Post Venture Capital Portfolio (WPPVenCap)
15,798 shares (cost $156,142) ............................................. 186,103
------------
Total investments ...................................................... 104,453,701
Accounts receivable ............................................................. 3,536,003
------------
Total assets ........................................................... 107,989,704
ACCOUNTS PAYABLE ................................................................... -
------------
CONTRACT OWNERS' EQUITY (NOTE 7) ................................................... $107,989,704
============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
NATIONWIDE VLI SEPARATE ACCOUNT - 4
STATEMENTS OF OPERATIONS AND CHANGES
IN CONTRACT OWNERS' EQUITY
For the Period February 18, 1998 (commencement of operations) Through
December 31, 1998
<TABLE>
<CAPTION>
Total ACVPIncGr ACVPInt ACVPValue
----- --------- ------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ................................... $ 795,996 5,125 355 169
Mortality and expense charges (note 3) ................. (7,523) (86) (173) (44)
-------------- --------- --------- -------
Net investment income ................................ 788,473 5,039 182 125
-------------- --------- --------- -------
Proceeds from mutual fund shares sold .................. 61,803,110 60,422 613,620 216,392
Cost of mutual fund shares sold ........................ (62,074,770) (58,667) (614,510) (220,562)
-------------- --------- --------- -------
Realized gain (loss) on investments .................. (271,660) 1,755 (890) (4,170)
Change in unrealized gain (loss) on investments ........ 6,208,890 125,007 159,768 28,277
-------------- --------- --------- -------
Net gain (loss) on investments ....................... 5,937,230 126,762 158,878 24,107
-------------- --------- --------- -------
Reinvested capital gains ............................... 597,466 - 3,644 1,997
-------------- --------- --------- -------
Net increase (decrease) in contract owners'
equity resulting from operations ................. 7,323,169 131,801 162,704 26,229
-------------- --------- --------- -------
Equity transactions:
Purchase payments received from
contract owners ...................................... 106,894,981 168,731 489,914 218,019
Transfers between funds ................................ - 959,762 1,905,042 409,201
Surrenders ............................................. (205,540) (64) - (20)
Death benefits - - - -
Policy loans (net of repayments) (note 5) .............. (1,093,563) - (2,833) (1,893)
Deductions for surrender charges (note 2d) ............. (2,405) (1) - -
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) .................................... (4,765,148) (23,721) (73,254) (23,676)
Deductions for asset charges (note 3) .................. (161,790) (1,072) (2,800) (900)
-------------- --------- --------- -------
Net equity transactions ............................ 100,666,535 1,103,635 2,316,069 600,731
-------------- --------- --------- -------
Net change in contract owners' equity .................. 107,989,704 1,235,436 2,478,773 626,960
Contract owners' equity beginning of period ............ - - - -
-------------- --------- --------- -------
Contract owners' equity end of period .................. $ 107,989,704 1,235,436 2,478,773 626,960
============== ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
DrySRGro DryStkIx DryCapAp FidVIPEI
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ................................... 2,114 64,671 7,616 -
Mortality and expense charges (note 3) ................. (96) (1,001) (108) (402)
--------- ---------- --------- ---------
Net investment income ................................ 2,018 63,670 7,508 (402)
--------- ---------- --------- ---------
Proceeds from mutual fund shares sold .................. 292,403 2,855,607 191,690 1,186,510
Cost of mutual fund shares sold ........................ (279,293) (2,928,820) (192,584) (1,221,597)
--------- ---------- --------- ---------
Realized gain (loss) on investments .................. 13,110 (73,213) (894) (35,087)
Change in unrealized gain (loss) on investments ........ 108,355 1,455,019 150,742 449,182
--------- ---------- --------- ---------
Net gain (loss) on investments ....................... 121,465 1,381,806 149,848 414,095
--------- ---------- --------- ---------
Reinvested capital gains ............................... 47,900 12,311 - -
--------- ---------- --------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations ................. 171,383 1,457,787 157,356 413,693
--------- ---------- --------- ---------
Equity transactions:
Purchase payments received from
contract owners ...................................... 544,259 3,047,695 381,182 1,622,388
Transfers between funds ................................ 721,262 10,358,645 1,070,054 3,964,871
Surrenders ............................................. (97) (430) (44) (401)
Death benefits ......................................... - - - -
Policy loans (net of repayments) (note 5) .............. (1,497) (9,416) (289) (6,242)
Deductions for surrender charges (note 2d) ............. (1) (5) (1) (5)
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) .................................... (61,633) (463,310) (58,099) (217,638)
Deductions for asset charges (note 3) .................. (1,748) (16,396) (1,734) (7,304)
--------- ---------- --------- ---------
Net equity transactions ............................ 1,200,545 12,916,783 1,391,069 5,355,669
--------- ---------- --------- ---------
Net change in contract owners' equity .................. 1,371,928 14,374,570 1,548,425 5,769,362
Contract owners' equity beginning of period ............ - - - -
--------- ---------- --------- ---------
Contract owners' equity end of period .................. 1,371,928 14,374,570 1,548,425 5,769,362
========= ========== ========= =========
</TABLE>
<PAGE> 5
NATIONWIDE VLI SEPARATE ACCOUNT - 4
STATEMENTS OF OPERATIONS AND CHANGES
IN CONTRACT OWNERS' EQUITY
For the Period February 18, 1998 (commencement of operations) Through
December 31, 1998
<TABLE>
<CAPTION>
FidVIPGr FidVIPHI FidVIPOv FidVIPCon
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends .................................... $ - - - -
Mortality and expense charges (note 3) .................. (249) (245) (75) (330)
-------------- --------- --------- ---------
Net investment income ................................. (249) (245) (75) (330)
-------------- --------- --------- ---------
Proceeds from mutual fund shares sold ................... 759,197 848,212 528,529 974,276
Cost of mutual fund shares sold ......................... (750,697) (901,996) (553,402) (947,452)
-------------- --------- --------- ---------
Realized gain (loss) on investments ................... 8,500 (53,784) (24,873) 26,824
Change in unrealized gain (loss) on investments ......... 480,684 37,295 68,313 648,413
-------------- --------- --------- ---------
Net gain (loss) on investments ........................ 489,184 (16,489) 43,440 675,237
-------------- --------- --------- ---------
Reinvested capital gains ................................ - - - -
-------------- --------- --------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations .................. 488,935 (16,734) 43,365 674,907
-------------- --------- --------- ---------
Equity transactions:
Purchase payments received from
contract owners ....................................... 742,777 685,592 233,314 1,117,315
Transfers between funds ................................. 2,489,085 2,964,332 835,812 3,133,469
Surrenders .............................................. (1,445) - (16) (165)
Death benefits .......................................... - - - -
Policy loans (net of repayments) (note 5) ............... (5,968) (1,581) (1,574) (2,052)
Deductions for surrender charges (note 2d) .............. (17) - - (2)
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) ..................................... (140,842) (103,400) (34,849) (173,162)
Deductions for asset charges (note 3) ................... (4,630) (3,733) (1,337) (5,764)
-------------- --------- --------- ---------
Net equity transactions ............................. 3,078,960 3,541,210 1,031,350 4,069,639
-------------- --------- --------- ---------
Net change in contract owners' equity ................... 3,567,895 3,524,476 1,074,715 4,744,546
Contract owners' equity beginning of period ............. - - - -
-------------- --------- --------- ---------
Contract owners' equity end of period ................... $ 3,567,895 3,524,476 1,074,715 4,744,546
============== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
FidVIPGrOp VKMSEmMkt NSATBal NSATCapAp
---------- --------- ------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends .................................... - 18,594 9,854 14,834
Mortality and expense charges (note 3) .................. (168) (11) (51) (440)
--------- ------- ------- ---------
Net investment income ................................. (168) 18,583 9,803 14,394
--------- ------- ------- ---------
Proceeds from mutual fund shares sold ................... 309,151 268,442 316,297 703,904
Cost of mutual fund shares sold ......................... (296,203) (301,322) (315,924) (686,965)
--------- ------- ------- ---------
Realized gain (loss) on investments ................... 12,948 (32,880) 373 16,939
Change in unrealized gain (loss) on investments ......... 262,800 (7,323) 22,806 469,266
--------- ------- ------- ---------
Net gain (loss) on investments ........................ 275,748 (40,203) 23,179 486,205
--------- ------- ------- ---------
Reinvested capital gains ................................ - - 2,184 174,093
--------- ------- ------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations .................. 275,580 (21,620) 35,166 674,692
--------- ------- ------- ---------
Equity transactions:
Purchase payments received from
contract owners ....................................... 584,874 41,423 87,905 1,531,297
Transfers between funds ................................. 1,646,479 144,407 640,480 4,379,971
Surrenders .............................................. (36) - - (118)
Death benefits .......................................... - - - -
Policy loans (net of repayments) (note 5) ............... 29 - (2,200) 731
Deductions for surrender charges (note 2d) .............. - - - (1)
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) ..................................... (84,140) (6,534) (28,998) (265,208)
Deductions for asset charges (note 3) ................... (3,172) (166) (914) (7,790)
--------- ------- ------- ---------
Net equity transactions ............................. 2,144,034 179,130 696,273 5,638,882
--------- ------- ------- ---------
Net change in contract owners' equity ................... 2,419,614 157,510 731,439 6,313,574
Contract owners' equity beginning of period ............. - - - -
--------- ------- ------- ---------
Contract owners' equity end of period ................... 2,419,614 157,510 731,439 6,313,574
========= ======= ======= =========
</TABLE>
(Continued)
<PAGE> 6
NATIONWIDE VLI SEPARATE ACCOUNT - 4
STATEMENTS OF OPERATIONS AND CHANGES
IN CONTRACT OWNERS' EQUITY
For the Period February 18, 1998 (commencement of operations) Through
December 31, 1998
<TABLE>
<CAPTION>
NSATEqInc NSATGlobEq NSATGvtBd NSATHIncBd
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ................................... $ 896 1,950 83,382 22,707
Mortality and expense charges (note 3) ................. (17) (34) (327) (68)
-------------- ------- --------- -------
Net investment income ................................ 879 1,916 83,055 22,639
-------------- ------- --------- -------
Proceeds from mutual fund shares sold .................. 18,085 57,978 1,043,507 206,929
Cost of mutual fund shares sold ........................ (17,928) (57,852) (1,033,771) (213,860)
-------------- ------- --------- -------
Realized gain (loss) on investments .................. 157 126 9,736 (6,931)
Change in unrealized gain (loss) on investments ........ 15,021 38,188 (84,436) 7,941
-------------- ------- --------- -------
Net gain (loss) on investments ....................... 15,178 38,314 (74,700) 1,010
-------------- ------- --------- -------
Reinvested capital gains ............................... 2,636 3,213 22,403 -
-------------- ------- --------- -------
Net increase (decrease) in contract owners'
equity resulting from operations ................. 18,693 43,443 30,758 23,649
-------------- ------- --------- -------
Equity transactions:
Purchase payments received from
contract owners .................................... 28,736 96,340 480,508 116,422
Transfers between funds .............................. 202,838 374,760 4,241,272 850,224
Surrenders ........................................... - (20) (58) -
Death benefits ....................................... - - - -
Policy loans (net of repayments) (note 5) ............ - (199) (822) -
Deductions for surrender charges (note 2d) ........... - - (1) -
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) .................................. (5,984) (19,705) (51,451) (18,455)
Deductions for asset charges (note 3) ................ (269) (621) (2,298) (823)
-------------- ------- --------- -------
Net equity transactions ............................ 225,321 450,555 4,667,150 947,368
-------------- ------- --------- -------
Net change in contract owners' equity .................. 244,014 493,998 4,697,908 971,017
Contract owners' equity beginning of period ............ - - - -
-------------- ------- --------- -------
Contract owners' equity end of period .................. $ 244,014 493,998 4,697,908 971,017
============== ======= ========= =======
</TABLE>
<TABLE>
<CAPTION>
NSATMyMkt NSATMSecBd NSATMidCap NSATSmCapV
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ................................... 506,347 20,456 782 -
Mortality and expense charges (note 3) ................. (1,751) (64) (21) (72)
---------- ------- ------- ---------
Net investment income ................................ 504,596 20,392 761 (72)
---------- ------- ------- ---------
Proceeds from mutual fund shares sold .................. 44,230,768 678,560 48,915 119,432
Cost of mutual fund shares sold ........................ (44,230,768) (682,489) (51,817) (127,976)
---------- ------- ------- ---------
Realized gain (loss) on investments .................. - (3,929) (2,902) (8,544)
Change in unrealized gain (loss) on investments ........ - 781 29,815 118,603
---------- ------- ------- ---------
Net gain (loss) on investments ....................... - (3,148) 26,913 110,059
---------- ------- ------- ---------
Reinvested capital gains ............................... - 691 - -
---------- ------- ------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations ................. 504,596 17,935 27,674 109,987
---------- ------- ------- ---------
Equity transactions:
Purchase payments received from
contract owners ...................................... 88,272,542 238,773 38,598 186,610
Transfers between funds ................................ (60,507,727) 687,922 239,349 774,453
Surrenders ............................................. (201,196) - - -
Death benefits ......................................... - - - -
Policy loans (net of repayments) (note 5) .............. (1,000,116) (427) - (2,782)
Deductions for surrender charges (note 2d) ............. (2,354) - - -
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) .................................... (1,866,745) (20,588) (6,590) (34,791)
Deductions for asset charges (note 3) .................. (63,919) (1,082) (314) (1,140)
---------- ------- ------- ---------
Net equity transactions ............................ 24,630,485 904,598 271,043 922,350
---------- ------- ------- ---------
Net change in contract owners' equity .................. 25,135,081 922,533 298,717 1,032,337
Contract owners' equity beginning of period ............ - - - -
---------- ------- ------- ---------
Contract owners' equity end of period .................. 25,135,081 922,533 298,717 1,032,337
========== ======= ======= =========
</TABLE>
<PAGE> 7
NATIONWIDE VLI SEPARATE ACCOUNT - 4
STATEMENTS OF OPERATIONS AND CHANGES
IN CONTRACT OWNERS' EQUITY
For the Period February 18, 1998 (commencement of operations)
Through December 31, 1998
<TABLE>
<CAPTION>
NSATSmCo NSATStrGro NSATStrVal NSATTotRe
-------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends .................................. $ - - 1,052 27,487
Mortality and expense charges (note 3) (112) (30) (24) (578)
-------------- ------- ------- ---------
Net investment income ............................... (112) (30) 1,028 26,909
-------------- ------- ------- ---------
Proceeds from mutual fund shares sold ................. 303,745 150,535 81,326 1,201,208
Cost of mutual fund shares sold ....................... (310,124) (150,564) (89,165) (1,222,228)
-------------- ------- ------- ---------
Realized gain (loss) on investments ................. (6,379) (29) (7,839) (21,020)
Change in unrealized gain (loss) on investments ....... 132,974 48,847 43,881 283,836
-------------- ------- ------- ---------
Net gain (loss) on investments ...................... 126,595 48,818 36,042 262,816
-------------- ------- ------- ---------
Reinvested capital gains .............................. - - - 321,440
-------------- ------- ------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations ................ 126,483 48,788 37,070 611,165
-------------- ------- ------- ---------
Equity transactions:
Purchase payments received from
contract owners ..................................... 360,233 106,807 26,097 2,620,309
Transfers between funds ............................... 1,192,844 294,315 290,790 5,463,668
Surrenders ............................................ (43) - - (81)
Death benefits ........................................ - - - -
Policy loans (net of repayments) (note 5) ............. (2,442) (514) 368 (4,594)
Deductions for surrender charges (note 2d) ............ (1) - - (1)
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) ................................... (64,333) (20,594) (7,966) (385,652)
Deductions for asset charges (note 3) ................. (2,292) (715) (385) (10,992)
-------------- ------- ------- ---------
Net equity transactions ........................... 1,483,966 379,299 308,904 7,682,657
-------------- ------- ------- ---------
Net change in contract owners' equity ................. 1,610,449 428,087 345,974 8,293,822
Contract owners' equity beginning of period ........... - - - -
-------------- ------- ------- ---------
Contract owners' equity end of period ................. $ 1,610,449 428,087 345,974 8,293,822
============== ======= ======= =========
</TABLE>
<TABLE>
<CAPTION>
NBAMTGuard NBAMTMCGr NBAMTPart OppAggGro
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends .................................. - - 114 26
Mortality and expense charges (note 3) ................ (83) (52) (290) (80)
--------- ------- --------- ---------
Net investment income ............................... (83) (52) (176) (54)
--------- ------- --------- ---------
Proceeds from mutual fund shares sold ................. 117,578 140,913 862,257 120,154
Cost of mutual fund shares sold ....................... (123,077) (137,009) (875,740) (118,908)
--------- ------- --------- ---------
Realized gain (loss) on investments ................. (5,499) 3,904 (13,483) 1,246
Change in unrealized gain (loss) on investments ....... 82,886 176,285 255,133 155,404
--------- ------- --------- ---------
Net gain (loss) on investments ...................... 77,387 180,189 241,650 156,650
--------- ------- --------- ---------
Reinvested capital gains .............................. - - 3,599 270
--------- ------- --------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations ................ 77,304 180,137 245,073 156,866
--------- ------- --------- ---------
Equity transactions:
Purchase payments received from
contract owners ..................................... 246,176 57,715 831,946 298,181
Transfers between funds ............................... 891,240 560,630 3,231,525 753,401
Surrenders ............................................ (2) (20) (16) (318)
Death benefits ........................................ - - - -
Policy loans (net of repayments) (note 5) ............. (318) (140) (174) (2,146)
Deductions for surrender charges (note 2d) ............ - - - (4)
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) ................................... (17,719) (55,646) (144,625) (60,958)
Deductions for asset charges (note 3) ................. (807) (1,530) (5,414) (1,492)
--------- ------- --------- ---------
Net equity transactions ........................... 1,118,570 561,009 3,913,242 986,664
--------- ------- --------- ---------
Net change in contract owners' equity ................. 1,195,874 741,146 4,158,315 1,143,530
Contract owners' equity beginning of period ........... - - - -
--------- ------- --------- ---------
Contract owners' equity end of period ................. 1,195,874 741,146 4,158,315 1,143,530
========= ======= ========= =========
</TABLE>
(Continued)
<PAGE> 8
NATIONWIDE VLI SEPARATE ACCOUNT - 4
STATEMENTS OF OPERATIONS AND CHANGES
IN CONTRACT OWNERS' EQUITY
For the Period February 18, 1998 (commencement of operations) Through
December 31, 1998
<TABLE>
<CAPTION>
OppGro OppGrInc VEWrldEMkt VEWrldHAs
------ -------- ---------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends .................................... $ 8 29 - -
Mortality and expense charges (note 3) .................. (142) (113) (20) (11)
-------------- --------- ------- -------
Net investment income ................................. (134) (84) (20) (11)
-------------- --------- ------- -------
Proceeds from mutual fund shares sold ................... 412,555 698,919 70,482 46,572
Cost of mutual fund shares sold ......................... (391,820) (718,580) (84,625) (49,623)
-------------- --------- ------- -------
Realized gain (loss) on investments ................... 20,735 (19,661) (14,143) (3,051)
Change in unrealized gain (loss) on investments ......... 255,097 80,325 18,347 (2,102)
-------------- --------- ------- -------
Net gain (loss) on investments ........................ 275,832 60,664 4,204 (5,153)
-------------- --------- ------- -------
Reinvested capital gains ................................ 101 645 - -
-------------- --------- ------- -------
Net increase (decrease) in contract owners'
equity resulting from operations .................. 275,799 61,225 4,184 (5,164)
-------------- --------- ------- -------
Equity transactions:
Purchase payments received from
contract owners ....................................... 522,163 284,513 90,144 23,363
Transfers between funds ................................. 1,352,464 1,343,627 207,921 144,721
Surrenders .............................................. (369) (418) - -
Death benefits .......................................... - - - -
Policy loans (net of repayments) (note 5) ............... (10,091) (16,228) 410 235
Deductions for surrender charges (note 2d) .............. (4) (5) - -
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) ..................................... (91,465) (43,383) (13,062) (8,707)
Deductions for asset charges (note 3) ................... (3,006) (1,749) (402) (203)
-------------- --------- ------- -------
Net equity transactions ............................. 1,769,692 1,566,357 285,011 159,409
-------------- --------- ------- -------
Net change in contract owners' equity ................... 2,045,491 1,627,582 289,195 154,245
Contract owners' equity beginning of period ............. - - - -
-------------- --------- ------- -------
Contract owners' equity end of period ................... $ 2,045,491 1,627,582 289,195 154,245
============== ========= ======= =======
</TABLE>
<TABLE>
<CAPTION>
VKMSRESec WPGrInc WPIntEq WPPVenCap
--------- ------- ------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends .................................... 34 4,521 2,873 -
Mortality and expense charges (note 3) .................. (50) (50) (42) (13)
------- ------- ------- -------
Net investment income ................................. (16) 4,471 2,831 (13)
------- ------- ------- -------
Proceeds from mutual fund shares sold ................... 357,742 345,457 277,515 87,326
Cost of mutual fund shares sold ......................... (388,797) (337,050) (301,573) (89,432)
------- ------- ------- -------
Realized gain (loss) on investments ................... (31,055) 8,407 (24,058) (2,106)
Change in unrealized gain (loss) on investments ......... 27,306 5,870 30,323 29,961
------- ------- ------- -------
Net gain (loss) on investments ........................ (3,749) 14,277 6,265 27,855
------- ------- ------- -------
Reinvested capital gains ................................ 339 - - -
------- ------- ------- -------
Net increase (decrease) in contract owners'
equity resulting from operations .................. (3,426) 18,748 9,096 27,842
------- ------- ------- -------
Equity transactions:
Purchase payments received from
contract owners ....................................... 233,023 76,711 114,374 48,012
Transfers between funds ................................. 517,845 655,643 495,343 118,060
Surrenders .............................................. - - - (163)
Death benefits .......................................... - - - -
Policy loans (net of repayments) (note 5) ............... (834) (17,477) (891) 404
Deductions for surrender charges (note 2d) .............. - - - (2)
Redemptions to pay cost of insurance
charges and administration charges
(notes 2b and 2c) ..................................... (28,277) (13,090) (19,101) (7,797)
Deductions for asset charges (note 3) ................... (1,214) (607) (798) (258)
------- ------- ------- -------
Net equity transactions ............................. 720,543 701,180 588,927 158,256
------- ------- ------- -------
Net change in contract owners' equity ................... 717,117 719,928 598,023 186,098
Contract owners' equity beginning of period ............. - - - -
------- ------- ------- -------
Contract owners' equity end of period 717,117 719,928 598,023 186,098
........................................................ ======= ======= ======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
NATIONWIDE VLI SEPARATE ACCOUNT-4
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Nature of Operations
The Nationwide VLI Separate Account-4 (the Account) was established
pursuant to a resolution of the Board of Directors of Nationwide Life
Insurance Company (the Company) on December 3, 1997. The Account has
been registered as a unit investment trust under the Investment Company
Act of 1940.
The Company offers Flexible Premium Variable Life Insurance Policies
through the Account.
(b) The Contracts
Only contracts without a front-end sales charge, but with a contingent
deferred sales charge and certain other fees are offered for purchase.
See note 2 for a discussion of policy charges, and note 3 for asset
charges.
Contract owners may invest in the following:
Portfolios of the American Century Variable Portfolios, Inc.
(American Century VP);
American Century VP - American Century VP Income & Growth
(ACVPIncGr)
American Century VP - American Century VP International
(ACVPInt)
American Century VP - American Century VP Value (ACVPValue)
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
Dreyfus Stock Index Fund (DryStkIx)
Portfolio of the Dreyfus Variable Investment Fund (Dreyfus VIF);
Dreyfus VIF - Capital Appreciation Portfolio (DryCapAp)
Portfolios of the Fidelity Variable Insurance Products Fund
(Fidelity VIP);
Fidelity VIP - Equity-Income Portfolio - Service Class
(FidVIPEI)
Fidelity VIP - Growth Portfolio - Service Class (FidVIPGr)
Fidelity VIP - High Income Portfolio - Service Class (FidVIPHI)
Fidelity VIP - Overseas Portfolio - Service Class (FidVIPOv)
Portfolio of the Fidelity Variable Insurance Products Fund II
(Fidelity VIP-II);
Fidelity VIP-II - Contrafund Portfolio - Service Class
(FidVIPCon)
Portfolio of the Fidelity Variable Insurance Products Fund III
(Fidelity VIP-III);
Fidelity VIP-III - Growth Opportunities Portfolio - Service
Class (FidVIPGrOp)
Portfolio of the Morgan Stanley Universal Funds, Inc.
(Morgan Stanley);
Morgan Stanley - Emerging Markets Debt Portfolio (VKMSEmMkt)
Funds of the Nationwide Separate Account Trust (Nationwide SAT)
(managed for a fee by an affiliated investment advisor);
Nationwide SAT - Balanced Fund (NSATBal)
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
Nationwide SAT - Equity Income Fund (NSATEqInc)
Nationwide SAT - Global Equity Fund (NSATGlobEq)
Nationwide SAT - Government Bond Fund (NSATGvtBd)
Nationwide SAT - High Income Bond Fund (NSATHIncBd)
Nationwide SAT - Money Market Fund (NSATMyMkt)
Nationwide SAT - Multi Sector Bond Fund (NSATMSecBd)
Nationwide SAT - Select Advisers Mid Cap Fund (NSATMidCap)
<PAGE> 10
Nationwide SAT - Small Cap Value Fund (NSATSmCapV)
Nationwide SAT - Small Company Fund (NSATSmCo)
Nationwide SAT - Strategic Growth Fund (NSATStrGro)
Nationwide SAT - Strategic Value Fund (NSATStrVal)
Nationwide SAT - Total Return Fund (NSATTotRe)
Portfolios of the Neuberger & Berman Advisers Management Trust
(Neuberger &Berman AMT);
Neuberger & Berman AMT - Guardian Portfolio (NBAMTGuard)
Neuberger & Berman AMT - Mid-Cap Growth Portfolio (NBAMTMCGr)
Neuberger & Berman AMT - Partners Portfolio (NBAMTPart)
Funds of the Oppenheimer Variable Account Funds (Oppenheimer VAF);
Oppenheimer VAF - Aggressive Growth Fund (OppAggGro)
Oppenheimer VAF - Growth Fund (OppGro)
Oppenheimer VAF - Growth & Income Fund (OppGrInc)
Funds of the Van Eck Worldwide Insurance Trust (Van Eck WIT);
Van Eck WIT - Worldwide Emerging Markets Fund (VEWrldEMkt)
Van Eck WIT - Worldwide Hard Assets Fund (VEWrldHAs)
Portfolio of the Van Kampen American Capital Life Investment
Trust (Van Kampen American Capital LIT);
Van Kampen American Capital LIT - Morgan Stanley Real Estate
Securities Portfolio (VKMSRESec)
Portfolios of the Warburg Pincus Trust;
Warburg Pincus Trust - Growth & Income Portfolio (WPGrInc)
Warburg Pincus Trust - International Equity Portfolio (WPIntEq)
Warburg Pincus Trust - Post Venture Capital Portfolio
(WPPVenCap)
At December 31, 1998, contract owners have invested in all of the above
funds. The contract owners' equity is affected by the investment
results of each fund, equity transactions by contract owners and
certain contract expenses (see note 2). The accompanying financial
statements include only contract owners' purchase payments pertaining
to the variable portions of their contracts and exclude any purchase
payments for fixed dollar benefits, the latter being included in the
accounts of the Company.
A contract owner may choose from among a number of different underlying
mutual fund options. The underlying mutual fund options are not
available to the general public directly. The underlying mutual funds
are available as investment options in variable life insurance policies
or variable annuity contracts issued by life insurance companies or, in
some cases, through participation in certain qualified pension or
retirement plans.
Some of the underlying mutual funds have been established by investment
advisers which manage publicly traded mutual funds having similar names
and investment objectives. While some of the underlying mutual funds
may be similar to, and may in fact be modeled after, publicly traded
mutual funds, the underlying mutual funds are not otherwise directly
related to any publicly traded mutual fund. Consequently, the
investment performance of publicly traded mutual funds and any
corresponding underlying mutual funds may differ substantially.
(c) Security Valuation, Transactions and Related Investment Income
The market value of the underlying mutual funds is based on the closing
net asset value per share at December 31, 1998. The cost of investments
sold is determined on the specific identification basis. Investment
transactions are accounted for on the trade date (date the order to buy
or sell is executed) and dividend income is recorded on the ex-dividend
date.
(d) Federal Income Taxes
Operations of the Account form a part of, and are taxed with,
operations of the Company which is taxed as a life insurance company
under the Internal Revenue Code.
The Company does not provide for income taxes within the Account. Taxes
are the responsibility of the contract owner upon termination or
withdrawal.
<PAGE> 11
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, if
any, at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(2) POLICY CHARGES
(a) Deductions from Premium
On flexible premium life insurance contracts, the Company deducts a
charge for state premium taxes not to exceed 2.5% of all premiums
received to cover the payment of these premium taxes. Additionally, the
Company deducts a front-end sales load of up to 3.5% from each premium
payment received. The Company may at its sole discretion reduce this
sales loading.
(b) Cost of Insurance
A cost of insurance charge is assessed monthly against each contract.
The amount of the charge is based upon age, sex, rate class and net
amount at risk (death benefit less total contract value).
(c) Administrative Charges
For flexible premium contracts, the Company currently deducts a monthly
administrative charge of $10 during the first policy year and $5 per
month thereafter (may deduct up to $7.50, maximum) to recover policy
maintenance, accounting, record keeping and other administrative
expenses.
The above charges are assessed against each contract by liquidating
units.
(d) Surrender Charges
Policy surrenders result in a redemption of the contract value from the
Account and payment of the surrender proceeds to the contract owner or
designee. The surrender proceeds consist of the contract value, less
any outstanding policy loans, and less a surrender charge, if
applicable. The amount of the charge is based upon a specified
percentage of the initial surrender charge which varies by issue age,
sex and rate class. For flexible premium contracts, the charge is 100%
of the initial surrender charge in the first year, declining to 30% of
the initial surrender charge in the eighth year.
No surrender charge is assessed on any contract surrendered after the
eighth year.
The Company may waive the surrender charge for certain contracts in
which the sales expenses normally associated with the distribution of a
contract are not incurred. No charges were deducted from the initial
funding, or from earnings thereon.
(3) ASSET CHARGES
For America's FUTURE Life Series, the Company deducts a charge equal to an
annual effective rate multiplied by the Cash Value attributable to the
Variable Account. The annual effective rate is 0.60% for the first $25,000
of Cash Value attributable to the Variable Account, 0.30% for the next
$225,000 of Cash Value attributable to the Variable Account and 0.10% for
all Cash Value attributable to the Variable Account in excess of $250,000.
This charge is assessed monthly against each contract by liquidating units.
For Corporate Variable Universal Life Series, the Company deducts on a
daily basis from the assets of the Variable Account, a charge to provide
for mortality and expense risks. This charge is guaranteed not to exceed an
annual effective rate of 0.75% of the daily net assets of the Variable
Account. On a current basis this rate will be 0.40% during the first
through fourth Policy Years, 0.25% during the fifth through twentieth
Policy Years, and 0.10% thereafter. This charge is assessed through the
daily unit value calculation.
<PAGE> 12
(4) DEATH BENEFITS
Death benefits result in a redemption of the contract value from the
Account and payment of the death benefit proceeds, less any outstanding
policy loans and policy charges, to the legal beneficiary. The excess of
the death benefit proceeds over the contract value on the date of death is
paid by the Company's general account. There were no death benefits paid in
the current year.
(5) POLICY LOANS (NET OF REPAYMENTS)
Contract provisions allow contract owners to borrow 90% of a policy's cash
surrender value. Interest is charged on the outstanding loan and is due and
payable in advance on the policy anniversary.
At the time the loan is granted, the amount of the loan is transferred from
the Account to the Company's general account as collateral for the
outstanding loan. Collateral amounts in the general account are credited
with the stated rate of interest in effect at the time the loan is made,
subject to a guaranteed minimum rate. Interest credited is paid by the
Company's general account to the Account. Loan repayments result in a
transfer of collateral including interest back to the Account.
(6) RELATED PARTY TRANSACTIONS
The Company performs various services on behalf of the Mutual Fund
Companies in which the Account invests and may receive fees for the
services performed. These services include, among other things, shareholder
communications, preparation, postage, fund transfer agency and various
other record keeping and customer service functions. These fees are paid to
an affiliate of the Company.
<PAGE> 13
(7) COMPONENTS OF CONTRACT OWNERS' EQUITY
The following is a summary of contract owners' equity at December 31, 1998.
<TABLE>
<CAPTION>
PERIOD
Contract owners' equity represented by: UNITS UNIT VALUE RETURN*
--------- ----------- -------
<S> <C> <C> <C> <C>
The BEST of AMERICA(R)
America's FUTURE Life Series(SM):
American Century VP - American
Century VP Income & Growth 97,382 $ 12.686493 $ 1,235,436 27%
American Century VP - American
Century VP International 206,063 11.875895 2,447,183 19%
American Century VP - American
Century VP Value 59,424 10.481205 622,835 5%
The Dreyfus Socially Responsible
Growth Fund, Inc. 105,696 12.938078 1,367,503 29%
Dreyfus Stock Index Fund 1,025,141 12.821142 13,143,478 28%
Dreyfus VIF -
Capital Appreciation Portfolio 110,355 13.021619 1,437,001 30%
Fidelity VIP - Equity-Income Portfolio -
Service Class 511,915 11.154137 5,709,970 12%
Fidelity VIP - Growth Portfolio -
Service Class 255,829 13.937692 3,565,666 39%
Fidelity VIP - High Income Portfolio -
Service Class 368,689 9.557602 3,523,783 (4)%
Fidelity VIP - Overseas Portfolio -
Service Class 92,817 11.263759 1,045,468 13%
Fidelity VIP-II - Contrafund Portfolio -
Service Class 362,774 12.993755 4,713,796 30%
Fidelity VIP-III - Growth Opportunities
Portfolio - Service Class 193,229 12.450522 2,405,802 25%
Morgan Stanley -
Emerging Markets Debt Portfolio 21,992 7.162164 157,510 (28)%
Nationwide SAT - Balanced Fund 67,360 10.806799 727,946 8%
Nationwide SAT -
Capital Appreciation Fund 485,064 12.996420 6,304,095 30%
Nationwide SAT - Equity Income Fund 21,000 11.513398 241,781 15%
Nationwide SAT - Global Equity Fund 41,464 11.913908 493,998 19%
Nationwide SAT - Government Bond Fund 166,631 10.890820 1,814,748 9%
Nationwide SAT - High Income Bond Fund 79,031 10.579676 836,122 6%
Nationwide SAT - Money Market Fund 2,000,515 10.527225 21,059,872 5%
Nationwide SAT - Multi Sector Bond Fund 74,773 10.260092 767,178 3%
Nationwide SAT - Select Advisers Mid Cap Fund 26,958 11.080816 298,717 11%
Nationwide SAT - Small Cap Value Fund 106,497 9.693575 1,032,337 (3)%
Nationwide SAT - Small Company Fund 159,205 10.100944 1,608,121 1%
Nationwide SAT - Strategic Growth Fund 36,919 11.459357 423,068 15%
</TABLE>
(Continued)
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C>
Nationwide SAT - Strategic Value Fund 34,463 10.038994 345,974 0%
Nationwide SAT - Total Return Fund 702,365 11.807411 8,293,112 18%
Neuberger & Berman AMT -
Guardian Portfolio 55,695 13.166703 733,320 32%
Neuberger & Berman AMT -
Mid-Cap Growth Portfolio 85,802 13.928381 1,195,083 39%
Neuberger & Berman AMT -
Partners Portfolio 375,069 10.420882 3,908,550 4%
Oppenheimer VAF -
Aggressive Growth Fund 100,709 11.236019 1,131,568 12%
Oppenheimer VAF - Growth Fund 164,300 12.399968 2,037,315 24%
Oppenheimer VAF -
Growth & Income Fund 139,668 10.470163 1,462,347 5%
Van Eck WIT -
Worldwide Emerging Markets Fund 43,904 6.586990 289,195 (34)%
Van Eck WIT -
Worldwide Hard Assets Fund 22,344 6.903203 154,245 (31)%
Van Kampen American Capital LIT -
Morgan Stanley Real Estate
Securities Portfolio 81,141 8.837916 717,117 (12)%
Warburg Pincus Trust -
Growth & Income Portfolio 49,891 11.212895 559,423 12%
Warburg Pincus Trust -
International Equity Portfolio 56,767 10.534701 598,023 5%
Warburg Pincus Trust -
Post Venture Capital Portfolio 16,634 10.651002 177,169 7%
The BEST of AMERICA(R)
Corporate Variable Universal Life Series(SM):
American Century VP - American
Century VP International 3,234 9.768200 31,590 (2)%
American Century VP - American
Century VP Value 440 9.374321 4,125 (6)%
The Dreyfus Socially Responsible
Growth Fund, Inc. 397 11.144998 4,425 11%
Dreyfus Stock Index Fund 111,613 11.030001 1,231,092 10%
Dreyfus VIF -
Capital Appreciation Portfolio 10,106 11.025485 111,424 10%
Fidelity VIP - Equity-Income Portfolio -
Service Class 5,995 9.906965 59,392 (1)%
Fidelity VIP - Growth Portfolio -
Service Class 185 12.048634 2,229 20%
Fidelity VIP - High Income Portfolio -
Service Class 77 9.003329 693 (10)%
Fidelity VIP - Overseas Portfolio -
Service Class 3,076 9.508092 29,247 (5)%
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fidelity VIP-II - Contrafund Portfolio -
Service Class 2,712 11.338370 30,750 13%
Fidelity VIP-III - Growth Opportunities
Portfolio - Service Class 1,228 11.247664 13,812 12%
Nationwide SAT - Balanced Fund 349 10.009481 3,493 0%
Nationwide SAT -
Capital Appreciation Fund 847 11.191056 9,479 12%
Nationwide SAT - Equity Income Fund 211 10.581467 2,233 6%
Nationwide SAT - Government Bond Fund 270,361 10.664112 2,883,160 7%
Nationwide SAT - High Income Bond Fund 13,423 10.049520 134,895 0%
Nationwide SAT - Money Market Fund 394,891 10.319833 4,075,209 3%
Nationwide SAT - Multi Sector Bond Fund 15,549 9.991296 155,355 0%
Nationwide SAT - Small Company Fund 257 9.056852 2,328 (9)%
Nationwide SAT - Strategic Growth Fund 477 10.521882 5,019 5%
Nationwide SAT - Total Return Fund 70 10.144232 710 1%
Neuberger & Berman AMT -
Guardian Portfolio 838 9.338993 7,826 (7)%
Neuberger & Berman AMT -
Mid-Cap Growth Portfolio 70 11.296584 791 13%
Neuberger & Berman AMT -
Partners Portfolio 26,750 9.337008 249,765 (7)%
Oppenheimer VAF -
Aggressive Growth Fund 1,235 9.685930 11,962 (3)%
Oppenheimer VAF - Growth Fund 767 10.659314 8,176 7%
Oppenheimer VAF -
Growth & Income Fund 18,485 8.938847 165,235 (11)%
Warburg Pincus Trust -
Growth & Income Portfolio 16,145 9.941469 160,505 (1)%
Warburg Pincus Trust -
Post Venture Capital Portfolio 985 9.065227 8,929 (9)%
======= ========= -------------
$ 107,989,704
=============
</TABLE>
* This investment option was not being utilized for the entire period.
Accordingly, the period return was computed for such period as the investment
option was utilized and does not include contract charges satisfied by
surrendering units.
<PAGE> 57
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nationwide Life Insurance Company:
We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company), a wholly owned
subsidiary of Nationwide Financial Services, Inc., as of December 31, 1998 and
1997, 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,
1998. 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 Life
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally accepted
accounting principles.
KPMG LLP
Columbus, Ohio
January 29, 1999
<PAGE> 2
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Balance Sheets
(in millions of dollars, except per share amounts)
December 31,
-----------------------
Assets 1998 1997
------ --------- ---------
<S> <C> <C>
Investments:
Securities available-for-sale, at fair value:
Fixed maturity securities $14,245.1 $13,204.1
Equity securities 127.2 80.4
Mortgage loans on real estate, net 5,328.4 5,181.6
Real estate, net 243.6 311.4
Policy loans 464.3 415.3
Other long-term investments 44.0 25.2
Short-term investments 289.1 358.4
--------- ---------
20,741.7 19,576.4
--------- ---------
Cash 3.4 175.6
Accrued investment income 218.7 210.5
Deferred policy acquisition costs 2,022.2 1,665.4
Other assets 420.3 438.4
Assets held in separate accounts 50,935.8 37,724.4
--------- ---------
$74,342.1 $59,790.7
========= =========
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims $19,767.1 $18,702.8
Other liabilities 866.1 885.6
Liabilities related to separate accounts 50,935.8 37,724.4
--------- ---------
71,569.0 57,312.8
--------- ---------
Commitments and contingencies (notes 7 and 12)
Shareholder's equity:
Common stock, $1 par value. Authorized 5.0 million shares;
3.8 million shares issued and outstanding 3.8 3.8
Additional paid-in capital 914.7 914.7
Retained earnings 1,579.0 1,312.3
Accumulated other comprehensive income 275.6 247.1
--------- ---------
2,773.1 2,477.9
--------- ---------
$74,342.1 $59,790.7
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Income
(in millions of dollars)
Years ended December 31,
-----------------------------------
1998 1997 1996
-------- -------- ---------
<S> <C> <C> <C>
Revenues:
Policy charges $ 698.9 $ 545.2 $ 400.9
Life insurance premiums 200.0 205.4 198.6
Net investment income 1,481.6 1,409.2 1,357.8
Realized gains (losses) on investments 28.4 11.1 (0.3)
Other 66.8 46.5 35.9
-------- -------- --------
2,475.7 2,217.4 1,992.9
-------- -------- --------
Benefits and expenses:
Interest credited to policyholder account balances 1,069.0 1,016.6 982.3
Other benefits and claims 175.8 178.2 178.3
Policyholder dividends on participating policies 39.6 40.6 41.0
Amortization of deferred policy acquisition costs 214.5 167.2 133.4
Other operating expenses 419.7 384.9 342.4
-------- -------- --------
1,918.6 1,787.5 1,677.4
-------- -------- --------
Income from continuing operations before federal income tax expense 557.1 429.9 315.5
Federal income tax expense 190.4 150.2 110.9
-------- -------- --------
Income from continuing operations 366.7 279.7 204.6
Income from discontinued operations (less federal income tax expense
of $4.5 in 1996) -- -- 11.3
-------- -------- --------
Net income $ 366.7 $ 279.7 $ 215.9
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Shareholder's Equity
Years ended December 31, 1998, 1997 and 1996
(in millions of dollars)
Accumulated
Additional other Total
Common paid-in Retained comprehensive shareholder's
stock capital earnings income equity
----- ------- -------- ------ ------
<S> <C> <C> <C> <C> <C>
December 31, 1995 $ 3.8 $ 657.2 $1,583.2 $ 384.3 $2,628.5
Comprehensive income:
Net income -- -- 215.9 -- 215.9
Net unrealized losses on securities
available-for-sale arising during
the year -- -- -- (170.9) (170.9)
--------
Total comprehensive income 45.0
--------
Dividends to shareholder -- (129.3) (366.5) (39.8) (535.6)
------ ------- -------- ------- --------
December 31, 1996 3.8 527.9 1,432.6 173.6 2,137.9
Comprehensive income:
Net income -- -- 279.7 -- 279.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 73.5 73.5
--------
Total comprehensive income 353.2
--------
Capital contribution -- 836.8 -- -- 836.8
Dividend to shareholder -- (450.0) (400.0) -- (850.0)
------ ------- -------- ------- --------
December 31, 1997 3.8 914.7 1,312.3 247.1 2,477.9
Comprehensive income:
Net income -- -- 366.7 -- 366.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 28.5 28.5
--------
Total comprehensive income 395.2
--------
Dividend to shareholder -- -- (100.0) -- (100.0)
------ ------- -------- ------- --------
December 31, 1998 $ 3.8 $ 914.7 $1,579.0 $ 275.6 $2,773.1
====== ======= ======== ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Cash Flows
(in millions of dollars)
Years ended December 31,
---------------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 366.7 $ 279.7 $ 215.9
Adjustments to reconcile net income to net cash provided by operating
activities:
Interest credited to policyholder account balances 1,069.0 1,016.6 982.3
Capitalization of deferred policy acquisition costs (584.2) (487.9) (422.6)
Amortization of deferred policy acquisition costs 214.5 167.2 133.4
Amortization and depreciation (8.5) (2.0) 7.0
Realized gains on invested assets, net (28.4) (11.1) (0.3)
(Increase) decrease in accrued investment income (8.2) (0.3) 2.8
(Increase) decrease in other assets 16.4 (12.7) (38.9)
Decrease in policy liabilities (8.3) (23.1) (151.0)
(Decrease) increase in other liabilities (34.8) 230.6 191.4
Other, net (11.3) (10.9) (61.7)
--------- --------- ---------
Net cash provided by operating activities 982.9 1,146.1 858.3
--------- --------- ---------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 1,557.0 993.4 1,162.8
Proceeds from sale of securities available-for-sale 610.5 574.5 299.6
Proceeds from repayments of mortgage loans on real estate 678.2 437.3 309.0
Proceeds from sale of real estate 103.8 34.8 18.5
Proceeds from repayments of policy loans and sale of other invested assets 23.6 22.7 22.8
Cost of securities available-for-sale acquired (3,182.8) (2,828.1) (1,573.6)
Cost of mortgage loans on real estate acquired (829.1) (752.2) (972.8)
Cost of real estate acquired (0.8) (24.9) (7.9)
Policy loans issued and other invested assets acquired (88.4) (62.5) (57.7)
Short-term investments, net 69.3 (354.8) 28.0
--------- --------- ---------
Net cash used in investing activities (1,058.7) (1,959.8) (771.3)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from capital contributions -- 836.8 --
Cash dividends paid (100.0) -- (50.0)
Increase in investment product and universal life insurance
product account balances 2,682.1 2,488.5 1,781.8
Decrease in investment product and universal life insurance
product account balances (2,678.5) (2,379.8) (1,784.5)
--------- --------- ---------
Net cash (used in) provided by financing activities (96.4) 945.5 (52.7)
--------- --------- ---------
Net (decrease) increase in cash (172.2) 131.8 34.3
Cash, beginning of year 175.6 43.8 9.5
--------- --------- ---------
Cash, end of year $ 3.4 $ 175.6 $ 43.8
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996
(1) Organization and Description of Business
----------------------------------------
Prior to January 27, 1997, Nationwide Life Insurance Company (NLIC) was
wholly owned by Nationwide Corporation (Nationwide Corp.). On that
date, Nationwide Corp. contributed the outstanding shares of NLIC's
common stock to Nationwide Financial Services, Inc. (NFS), a holding
company formed by Nationwide Corp. in November 1996 for NLIC and the
other companies within the Nationwide Insurance Enterprise that offer
or distribute long-term savings and retirement products. On March 11,
1997, NFS completed an initial public offering of its Class A common
stock.
During 1996 and 1997, Nationwide Corp. and NFS completed certain
transactions in anticipation of the initial public offering that
focused the business of NFS on long-term savings and retirement
products. On September 24, 1996, NLIC declared a dividend payable to
Nationwide Corp. on January 1, 1997 consisting of the outstanding
shares of common stock of certain subsidiaries that do not offer or
distribute long-term savings or 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,
through December 31, 1996, and all accident and health and group life
insurance business have been accounted for as discontinued operations
for all periods presented. See notes 10 and 14. Additionally, NLIC paid
$900.0 million of dividends, $50.0 million to Nationwide Corp. on
December 31, 1996 and $850.0 million to NFS, which then made an
equivalent dividend to Nationwide Corp., on February 24, 1997.
NFS contributed $836.8 million to the capital of NLIC during March
1997.
Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
Insurance Company (NLAIC), Nationwide Advisory Services, Inc.,
Nationwide Investment Services Corporation and NWE, Inc. NLIC and its
subsidiaries are collectively referred to as "the Company."
The Company is a leading provider of long-term savings and retirement
products, including variable annuities, fixed annuities and life
insurance.
(2) 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, which differ
from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for NLIC and NLAIC, filed
with the Department of Insurance of the State of Ohio (the Department),
are prepared on the basis of accounting practices prescribed or
permitted by the 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 has
no material permitted statutory accounting practices.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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 NLIC
and its wholly owned subsidiaries. Operations that are classified
and reported as discontinued operations are not consolidated but
rather are reported as "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
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 held-to-maturity or trading as
of December 31, 1998 or 1997.
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.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(c) Revenues and Benefits
---------------------
Investment Products and Universal Life Insurance Products:
Investment products consist primarily of individual and group
variable and fixed deferred annuities. Universal life insurance
products include universal life insurance, variable universal life
insurance, corporate owned life insurance and other
interest-sensitive life insurance policies. Revenues for
investment products and universal life insurance products consist
of net investment income, 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.
(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 sales 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, 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 2(b).
(e) Separate Accounts
-----------------
Separate account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. For all but $743.9 million of separate
account assets, 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. The average interest rate credited on investment product
policy reserves was 6.0%, 6.1% and 6.3% for the years ended
December 31, 1998, 1997 and 1996, respectively.
Future policy benefits for traditional life insurance policies
have been calculated by the net level premium method using
interest rates varying from 6.0% to 10.5% and 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.
<PAGE> 9
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(g) Participating Business
----------------------
Participating business represents approximately 40% in 1998 (50%
in 1997 and 52% in 1996) of the Company's life insurance in force,
74% in 1998 (77% in 1997 and 78% in 1996) of the number of life
insurance policies in force, and 14% in 1998 (27% in 1997 and 40%
in 1996) of life insurance statutory premiums. The provision for
policyholder dividends is based on current dividend scales and is
included in "Future policy benefits and claims" in the
accompanying consolidated balance sheets.
(h) Federal Income Tax
------------------
The Company files a consolidated federal income tax return with
Nationwide Mutual Insurance Company (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 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 10 and 14.
<PAGE> 10
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(j) Recently Issued Accounting Pronouncements
-----------------------------------------
On January 1, 1998 the Company adopted SFAS No. 131 - Disclosures
about Segments of an Enterprise and Related Information (SFAS
131). SFAS 131 supersedes SFAS No. 14 - Financial Reporting for
Segments of a Business Enterprise. SFAS 131 establishes standards
for public business enterprises to report information about
operating segments in annual financial statements and selected
information about operating segments in interim financial reports.
SFAS 131 also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The
adoption of SFAS 131 did not affect results of operations or
financial position, nor did it affect the manner in which the
Company defines its operating segments. The segment information
required for annual financial statements is included in note 13.
On January 1, 1998, the Company adopted SFAS No. 132 - Employers'
Disclosures about Pensions and Other Postretirement Benefits (SFAS
132). SFAS 132 revises employers' disclosures about pension and
other postretirement benefit plans. The Statement does not change
the measurement or recognition of benefit plans in the financial
statements. The revised disclosures required by SFAS 132 are
included in note 8.
In June 1998, the FASB issued SFAS No. 133 - Accounting for
Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133
establishes accounting and reporting standards for derivative
instruments and for hedging activities. Contracts that contain
embedded derivatives, such as certain insurance contracts, are
also addressed by the Statement. SFAS 133 requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at
fair value. The Statement is effective for fiscal years beginning
after June 15, 1999. It may be implemented earlier provided
adoption occurs as of the beginning of any fiscal quarter after
issuance. The Company plans to adopt this Statement in first
quarter 2000 and is currently evaluating the impact on results of
operations and financial condition.
In March 1998, The American Institute of Certified Public
Accountant's Accounting Standards Executive Committee issued
Statement of Position 98-1 - Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use (SOP 98-1). SOP
98-1 provides guidance intended to standardize accounting
practices for costs incurred to develop or obtain computer
software for internal use. Specifically, SOP 98-1 provides
guidance for determining whether computer software is for internal
use and when costs incurred for internal use software are to be
capitalized. SOP 98-1 is effective for financial statements for
fiscal years beginning after December 15, 1998. The Company does
not expect the adoption of SOP 98-1, which occurred on January 1,
1999, to have a material impact on the Company's financial
statements.
(k) Reclassification
----------------
Certain items in the 1997 and 1996 consolidated financial
statements have been reclassified to conform to the 1998
presentation.
<PAGE> 11
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(3) Investments
-----------
The amortized cost, gross unrealized gains and losses and estimated
fair value of securities available-for-sale as of December 31, 1998 and
1997 were:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
(in millions of dollars) cost gains losses fair value
------------------------ ---- ----- ------ ----------
<S> <C> <C> <C> <C>
December 31, 1998:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 255.9 $ 13.0 $ -- $ 268.9
Obligations of states and political subdivisions 1.6 -- -- 1.6
Debt securities issued by foreign governments 106.5 4.5 -- 111.0
Corporate securities 9,899.6 423.2 (18.7) 10,304.1
Mortgage-backed securities 3,457.7 104.2 (2.4) 3,559.5
--------- ------ ------ ---------
Total fixed maturity securities 13,721.3 544.9 (21.1) 14,245.1
Equity securities 110.4 18.3 (1.5) 127.2
--------- ------ ------ ---------
$13,831.7 $563.2 $(22.6) $14,372.3
========= ====== ====== =========
December 31, 1997:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 305.1 $ 8.6 $ -- $ 313.7
Obligations of states and political subdivisions 1.6 -- -- 1.6
Debt securities issued by foreign governments 93.3 2.7 (0.2) 95.8
Corporate securities 8,698.7 355.5 (11.5) 9,042.7
Mortgage-backed securities 3,634.2 118.6 (2.5) 3,750.3
--------- ------ ------ ---------
Total fixed maturity securities 12,732.9 485.4 (14.2) 13,204.1
Equity securities 67.8 12.9 (0.3) 80.4
--------- ------ ------ ---------
$12,800.7 $498.3 $(14.5) $13,284.5
========= ====== ====== =========
</TABLE>
As of December 31, 1998 the Company had entered into S&P 500 futures
contracts with a notional amount of $20.0 million to reduce the risk of
changes in the fair market value of certain investments classified as
equity securities. These contracts had an unrealized loss of $1.3
million as of December 31, 1998 which is included in the recorded
amount of the equity securities and in accumulated other comprehensive
income, net of tax, similar to other unrealized gains and losses on
securities available-for-sale.
<PAGE> 12
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1998, by expected
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
(in millions of dollars) cost fair value
---- ----------
<S> <C> <C>
Fixed maturity securities available for sale:
Due in one year or less $ 2,019.9 $ 2,048.0
Due after one year through five years 8,169.1 8,470.6
Due after five years through ten years 2,795.0 2,927.7
Due after ten years 737.3 798.8
--------- ---------
$13,721.3 $14,245.1
========= =========
</TABLE>
The components of unrealized gains on securities available-for-sale,
net, were as follows as of December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997
---- ----
<S> <C> <C>
Gross unrealized gains $ 540.6 $ 483.8
Adjustment to deferred policy acquisition costs (116.6) (103.7)
Deferred federal income tax (148.4) (133.0)
------- -------
$ 275.6 $ 247.1
======= =======
</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>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $52.6 $137.5 $(289.2)
Equity securities 4.2 (2.7) 8.9
----- ------ -------
$56.8 $134.8 $(280.3)
===== ====== =======
</TABLE>
Proceeds from the sale of securities available-for-sale during 1998,
1997 and 1996 were $610.5 million, $574.5 million and $299.6 million,
respectively. During 1998, gross gains of $9.0 million ($9.9 million
and $6.6 million in 1997 and 1996, respectively) and gross losses of
$7.6 million ($18.0 million and $6.9 million in 1997 and 1996,
respectively) were realized on those sales. In addition, gross gains of
$15.1 million and gross losses of $0.7 million were realized in 1997
when the Company paid a dividend to NFS, which then made an equivalent
dividend to Nationwide Corp., consisting of securities having an
aggregate fair value of $850.0 million.
The recorded investment of mortgage loans on real estate considered to
be impaired as of December 31, 1998 was $3.7 million. No valuation
allowance has been recorded for these loans as of December 31, 1998.
The recorded investment of mortgage loans on real estate considered to
be impaired as of December 31, 1997 was $19.9 million which includes
$3.9 million of impaired mortgage loans on real estate for which the
related valuation allowance was $0.1 million and $16.0 million of
impaired mortgage loans on real estate for which there was no valuation
allowance. During 1998, the average recorded investment in impaired
mortgage loans on real estate was approximately $9.1 million ($31.8
million in 1997) and interest income recognized on those loans was $0.3
million ($1.0 million in 1997), which is equal to interest income
recognized using a cash-basis method of income recognition.
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997
---- ----
<S> <C> <C>
Allowance, beginning of year $42.5 $51.0
Reductions credited to operations (0.1) (1.2)
Direct write-downs charged against the allowance -- (7.3)
----- -----
Allowance, end of year $42.4 $42.5
===== =====
</TABLE>
Real estate is presented at cost less accumulated depreciation of $21.5
million as of December 31, 1998 ($45.1 million as of December 31, 1997)
and valuation allowances of $5.4 million as of December 31, 1998 ($11.1
million as of December 31, 1997).
Investments that were non-income producing for the twelve month period
preceding December 31, 1998 amounted to $42.4 million ($19.4 million
for 1997) and consisted of $32.7 million ($3.0 million in 1997) in
securities available-for-sale and $9.7 million ($16.4 million in 1997)
in real estate.
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $ 982.5 $ 911.6 $ 917.1
Equity securities 0.8 0.8 1.3
Mortgage loans on real estate 458.9 457.7 432.8
Real estate 40.4 42.9 44.3
Short-term investments 17.8 22.7 4.2
Other 30.7 21.0 4.0
-------- -------- --------
Total investment income 1,531.1 1,456.7 1,403.7
Less investment expenses 49.5 47.5 45.9
-------- -------- --------
Net investment income $1,481.6 $1,409.2 $1,357.8
======== ======== ========
</TABLE>
An analysis of realized gains (losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(0.7) $ 3.6 $(3.5)
Equity securities 2.1 2.7 3.2
Mortgage loans on real estate 3.9 1.6 (4.1)
Real estate and other 23.1 3.2 4.1
----- ----- -----
$28.4 $11.1 $(0.3)
===== ===== =====
</TABLE>
Fixed maturity securities with an amortized cost of $6.5 million and
$6.2 million as of December 31, 1998 and 1997, respectively, were on
deposit with various regulatory agencies as required by law.
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(4) Federal Income Tax
------------------
The Company's current federal income tax liability was $72.8 million
and $60.1 million as of December 31, 1998 and 1997, respectively.
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1998
and 1997 are as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997
---- ----
<S> <C> <C>
Deferred tax assets:
Future policy benefits $207.7 $200.1
Liabilities in Separate Accounts 319.9 242.0
Mortgage loans on real estate and real estate 17.5 19.0
Other assets and other liabilities 58.9 59.2
------ ------
Total gross deferred tax assets 604.0 520.3
Less valuation allowance (7.0) (7.0)
------ ------
Net deferred tax assets 597.0 513.3
------ ------
Deferred tax liabilities:
Deferred policy acquisition costs 568.7 480.5
Fixed maturity securities 212.2 193.3
Deferred tax on realized investment gains 34.8 40.1
Equity securities and other long-term investments 9.6 7.5
Other 21.6 22.2
------ ------
Total gross deferred tax liabilities 846.9 743.6
------ ------
Net deferred tax liability $249.9 $230.3
====== ======
</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 years ended
December 31, 1998, 1997 and 1996.
Federal income tax expense attributable to income from continuing
operations for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Currently payable $186.1 $121.7 $116.5
Deferred tax expense (benefit) 4.3 28.5 (5.6)
------ ------ ------
$190.4 $150.2 $110.9
====== ====== ======
</TABLE>
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Total federal income tax expense for the years ended December 31, 1998,
1997 and 1996 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------------- ---------------- -----------------
(in millions of dollars) Amount % Amount % Amount %
------ - ------ - ------ -
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $195.0 35.0 $150.5 35.0 $110.4 35.0
Tax exempt interest and dividends
received deduction (4.9) (0.9) - 0.0 (0.2) (0.1)
Other, net 0.3 0.1 (0.3) (0.1) 0.7 0.3
------ ---- ------ ---- ------ ----
Total (effective rate of each year) $190.4 34.2 $150.2 34.9 $110.9 35.2
====== ==== ====== ==== ====== ====
</TABLE>
Total federal income tax paid was $173.4 million, $91.8 million and
$115.8 million during the years ended December 31, 1998, 1997 and 1996,
respectively.
(5) Comprehensive Income
--------------------
Pursuant to SFAS No. 130 - Reporting Comprehensive Income, which the
Company adopted January 1, 1998, the Consolidated Statements of
Shareholder's Equity include a new measure called "Comprehensive
Income". Comprehensive Income includes net income as well as certain
items that are reported directly within separate components of
shareholders' equity that bypass net income. Currently, the Company's
only component of Other Comprehensive Income is unrealized gains
(losses) on securities available-for-sale. The related before and after
federal tax amounts are as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Unrealized gains (losses) on securities
available-for-sale arising during the period:
Gross $ 58.2 $141.1 $(272.4)
Adjustment to deferred policy acquisition costs (12.9) (21.8) 57.0
Related federal income tax (expense) benefit (15.9) (41.7) 44.0
------ ------ ------
Net 29.4 77.6 (171.4)
------ ------ ------
Reclassification adjustment for net (gains) losses
on securities available-for-sale realized
during the period:
Gross (1.4) (6.3) 0.7
Related federal income tax expense (benefit) 0.5 2.2 (0.2)
------ ------ -------
Net (0.9) (4.1) 0.5
------ ------ -------
Total Other Comprehensive Income $ 28.5 $ 73.5 $(170.9)
====== ====== =======
</TABLE>
(6) Fair Value of Financial Instruments
-----------------------------------
The following disclosures summarize the carrying amount and estimated
fair value of the Company's financial instruments. Certain assets and
liabilities are specifically excluded from the disclosure requirements
of financial instruments. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The fair value of a financial instrument is defined 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 to be based on estimates using
present value or other valuation techniques. Many of the Company's
assets and liabilities subject to the disclosure requirements are not
actively traded, requiring fair values to be estimated by management
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.
Although insurance contracts, other than policies such as annuities
that are classified as investment contracts, are specifically exempted
from the disclosure requirements, 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:
Fixed maturity and equity securities: The 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. The carrying amount and fair value for
equity securities exclude the fair value of futures contracts
designated as hedges of equity securities.
Mortgage loans on real estate, net: 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 mortgage loans in default is the estimated fair
value of the underlying collateral.
Policy loans, short-term investments and cash: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
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 is net of certain surrender
charges.
Investment contracts: The 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.
<PAGE> 17
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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.
Commitments to extend credit: Commitments to extend credit have
nominal fair value because of the short-term nature of such
commitments. See note 7.
Futures contracts: The fair value for futures contracts is based
on quoted market prices.
Carrying amount and estimated fair value of financial instruments
subject to disclosure requirements and policy reserves on life
insurance contracts were as follows as of December 31:
<TABLE>
<CAPTION>
1998 1997
------------------------- --------------------------
Carrying Estimated Carrying Estimated
(in millions of dollars) amount fair value amount fair value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Assets:
Investments:
Securities available-for-sale:
Fixed maturity securities $14,245.1 $14,245.1 $13,204.1 $13,204.1
Equity securities 128.5 128.5 80.4 80.4
Mortgage loans on real estate, net 5,328.4 5,527.6 5,181.6 5,509.7
Policy loans 464.3 464.3 415.3 415.3
Short-term investments 289.1 289.1 358.4 358.4
Cash 3.4 3.4 175.6 175.6
Assets held in separate accounts 50,935.8 50,935.8 37,724.4 37,724.4
Liabilities:
Investment contracts 15,468.7 15,158.6 14,708.2 14,322.1
Policy reserves on life insurance contracts 3,914.0 3,768.9 3,345.4 3,182.4
Liabilities related to separate accounts 50,935.8 49,926.5 37,724.4 36,747.0
Futures contracts 1.3 1.3 -- --
</TABLE>
(7) Risk Disclosures
----------------
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
Credit Risk: 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.
Interest Rate Risk: 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.
<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Legal/Regulatory Risk: The risk that changes in the legal or regulatory
environment in which an insurer operates will result in increased
competition, reduced demand for a company's products, or create
additional expenses not anticipated by the insurer in pricing its
products. 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.
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 $156.0 million
extending into 1999 were outstanding as of December 31, 1998. The
Company also had $40.0 million of commitments to purchase fixed
maturity securities outstanding as of December 31, 1998.
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 22% (20% in 1997) in any geographic area and no more than 2% (2%
in 1997) with any one borrower as of December 31, 1998. As of December
31, 1998, 42% (46% in 1997) of the remaining principal balance of the
Company's commercial mortgage loan portfolio financed retail
properties.
Reinsurance: 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 $187.9 million and $220.2 million as of December 31,
1998 and 1997, 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.
(8) Pension Plan and Postretirement Benefits Other Than Pensions
------------------------------------------------------------
The Company is a participant, together with other affiliated companies,
in a pension plan covering all employees who have completed at least
one year 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. Assets of the
Retirement Plan are invested in group annuity contracts of NLIC and
Employers Life Insurance Company of Wausau (ELICW).
Pension costs charged to operations by the Company during the years
ended December 31, 1998, 1997 and 1996 were $2.0 million, $7.5 million
and $7.4 million, respectively. The Company has recorded a prepaid
pension asset of $5.0 million as of December 31, 1998 and no prepaid or
accrued pension asset or expense as of December 31, 1997.
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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 (APBO), 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,
1998 and 1997 was $40.1 million and $36.5 million, respectively, and
the net periodic postretirement benefit cost (NPPBC) for 1998, 1997 and
1996 was $4.1 million, $3.0 million and $3.3 million, respectively.
Information regarding the funded status of the pension plan as a whole
and the postretirement life and health care benefit plan as a whole as
of December 31, 1998 and 1997 follows:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
--------------------- -----------------------
(in millions of dollars) 1998 1997 1998 1997
--------------------------------------------------------- -------- -------- -------- -------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $2,033.8 $1,847.8 $237.9 $ 200.7
Service cost 87.6 77.3 9.8 7.0
Interest cost 123.4 118.6 15.4 14.0
Actuarial loss 123.2 60.0 15.6 24.4
Plan curtailment in 1998/merger in 1997 (107.2) 1.5 - -
Benefits paid (75.8) (71.4) (8.6) (8.2)
-------- -------- ------- -------
Benefit obligation at end of year 2,185.0 2,033.8 270.1 237.9
-------- -------- ------- -------
Change in plan assets:
Fair value of plan assets at beginning of year 2,212.9 1,947.9 69.2 63.0
Actual return on plan assets 300.7 328.1 5.0 3.6
Employer contribution 104.1 7.2 12.1 10.6
Plan merger - 1.1 - -
Benefits paid (75.8) (71.4) (8.4) (8.0)
-------- -------- ------- -------
Fair value of plan assets at end of year 2,541.9 2,212.9 77.9 69.2
-------- -------- ------- -------
Funded status 356.9 179.1 (192.2) (168.7)
Unrecognized prior service cost 31.5 34.7 - -
Unrecognized net (gains) losses (345.7) (330.7) 16.0 1.6
Unrecognized net (asset) obligation at transition (11.0) 33.3 1.3 1.5
-------- -------- ------- -------
Prepaid (accrued) benefit cost $ 31.7 $ (83.6) $(174.9) $(165.6)
======== ======== ======= =======
</TABLE>
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Basis for measurements, funded status of the pension plan and
postretirement life and health care benefit plan:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
-------------------- -----------------------
1998 1997 1998 1997
-------- ------ -------- --------
<S> <C> <C> <C> <C>
Weighted average discount rate 5.50% 6.00% 6.65% 6.70%
Rate of increase in future compensation levels 3.75% 4.25% -- --
Assumed health care cost trend rate:
Initial rate -- -- 15.00% 12.13%
Ultimate rate -- -- 8.00% 6.12%
Uniform declining period -- -- 15 Years 12 Years
</TABLE>
The net periodic pension cost for the pension plan as a whole for the
years ended December 31, 1998, 1997 and 1996 follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
-------------------------------------------------------------------------------- ---- ----
<S> <C> <C>
Service cost (benefits earned during the period) $ 87.6 $ 77.3 $ 75.5
Interest cost on projected benefit obligation 123.4 118.6 105.5
Expected return on plan assets (159.0) (139.0) (116.1)
Recognized gains (3.8) - -
Amortization of prior service cost 3.2 3.2 3.2
Amortization of unrecognized transition obligation 4.2 4.2 4.1
------- ------- -------
$ 55.6 $ 64.3 $ 72.2
======= ======= =======
</TABLE>
Effective December 31, 1998, Wausau Service Corporation (WSC) ended its
affiliation with the Nationwide Insurance Enterprise and employees of
WSC ended participation in the plan. A curtailment gain of $67.1
million resulted (consisting of a $107.2 million reduction in the
projected benefit obligation, net of the write-off of the $40.1 million
remaining unamortized transition obligation related to WSC). The
Company anticipates that the plan will settle the obligation related to
WSC employees with a transfer of assets during 1999.
Basis for measurements, net periodic pension cost for the pension plan:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Weighted average discount rate 6.00% 6.50% 6.00%
Rate of increase in future compensation levels 4.25% 4.75% 4.25%
Expected long-term rate of return on plan assets 7.25% 7.25% 6.75%
</TABLE>
<PAGE> 21
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The amount of NPPBC for the postretirement benefit plan as a whole for
the years ended December 31, 1998, 1997 and 1996 was as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $ 9.8 $ 7.0 $ 6.5
Interest cost on accumulated postretirement benefit obligation 15.4 14.0 13.7
Actual return on plan assets (5.0) (3.6) (4.3)
Amortization of unrecognized transition obligation of affiliates 0.2 0.2 0.2
Net amortization and deferral 1.2 (0.5) 1.8
----- ----- -----
$21.6 $17.1 $17.9
===== ===== =====
</TABLE>
Actuarial assumptions used for the measurement of the accumulated
postretirement benefit obligation (APBO) and the NPPBC for the
postretirement benefit plan for 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----- ----- ----
<S> <C> <C> <C>
NPPBC:
Discount rate 6.70% 7.25% 6.65%
Long term rate of return on plan
assets, net of tax 5.83% 5.89% 4.80%
Assumed health care cost trend rate:
Initial rate 12.00% 11.00% 11.00%
Ultimate rate 6.00% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years
</TABLE>
For the postretirement benefit plan as a whole, a one percentage point
increase or decrease in the assumed health care cost trend rate would
have no impact on the APBO as of December 31, 1998 and have no impact
on the NPPBC for the year ended December 31, 1998.
(9) Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
----------------------------------------------------------------------
and Dividend Restrictions
-------------------------
Ohio, NLIC's and NLAIC'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 NLAIC each exceed
the minimum risk-based capital requirements.
The statutory capital and surplus of NLIC as of December 31, 1998, 1997
and 1996 was $1.32 billion, $1.13 billion and $1.00 billion,
respectively. The statutory net income of NLIC for the years ended
December 31, 1998, 1997 and 1996 was $171.0 million, $111.7 million and
$73.2 million, respectively.
The Company is limited in the amount of shareholder dividends it may
pay without prior approval by the Department. As of December 31, 1998,
the maximum amount available for dividend payment from the Company to
its shareholder without prior approval of the Department was $71.0
million.
<PAGE> 22
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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 shareholder.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and shareholder dividends
in the future.
(10) Transactions With Affiliates
----------------------------
As part of the restructuring described in note 1, NLIC paid a dividend
valued at $485.7 million to Nationwide Corp. on January 1, 1997
consisting of the outstanding shares of common stock of ELICW, National
Casualty Company (NCC) and West Coast Life Insurance Company (WCLIC).
Also, on February 24, 1997, NLIC paid a dividend to NFS, and NFS paid
an equivalent dividend to Nationwide Corp., consisting of securities
having an aggregate fair value of $850.0 million. The Company
recognized a gain of $14.4 million on the transfer of securities.
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1998, 1997 and 1996, the
Company made lease payments to NMIC and its subsidiaries of $8.0
million, $8.4 million and $9.1 million, respectively.
Pursuant to a cost sharing agreement among NMIC and certain of its
direct and indirect subsidiaries, including the Company, NMIC provides
certain operational and administrative services, such as sales support,
advertising, personnel and general management services, to those
subsidiaries. Expenses covered by this agreement are subject to
allocation among NMIC, the Company and other affiliates. Amounts
allocated to the Company were $95.0 million, $85.8 million and $101.6
million in 1998, 1997 and 1996, respectively. The allocations are based
on techniques and procedures in accordance with insurance regulatory
guidelines. Measures used to allocate expenses among companies include
individual employee estimates of time spent, special cost studies,
salary expense, commissions expense and other methods agreed to by the
participating companies that are within industry guidelines and
practices. The Company believes these allocation methods are
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. Amounts payable to NMIC from the Company under
the cost sharing agreement were $31.9 million and $20.5 million as of
December 31, 1998 and 1997, respectively.
The Company also 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 1998 and
1997 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.
<PAGE> 23
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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 associated with changes in interest rates is borne by ELICW or
NMIC, as the case may be. Risk of asset default is retained by the
Company, although a fee is paid by ELICW or NMIC, as the case may be,
to the Company for the Company's retention of such risk. 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. Amounts ceded to NMIC and ELICW for the years ended December
31, 1998, 1997 and 1996 were:
<TABLE>
<CAPTION>
1998 1997 1996
------------------------------------------------------------------------------------
(in millions of dollars) NMIC ELICW NMIC ELICW NMIC ELICW
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Premiums $90.1 $106.3 $ 91.4 $199.8 $ 97.3 $224.2
Net investment income and other
revenue $11.1 $ 9.4 $ 10.7 $ 13.4 $ 10.9 $ 14.8
Benefits, claims and expenses $98.8 $160.5 $100.7 $225.9 $100.5 $246.6
</TABLE>
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC), an affiliate, under which
NCMC acts as a common agent in handling the purchase and sale of
short-term securities for the respective accounts of the participants.
Amounts on deposit with NCMC were $248.4 million and $211.0 million as
of December 31, 1998 and 1997, respectively, and are included in
short-term investments on the accompanying consolidated balance sheets.
Certain annuity products are sold through three affiliated companies,
which are also subsidiaries of NFS. Total commissions and fees paid to
these affiliates for the three years ended December 31, 1998 were $60.0
million, $66.1 million and $76.9 million, respectively.
(11) Bank Lines of Credit
--------------------
In August 1996, NLIC, along with NMIC, entered into a $600.0 million
revolving credit facility which provides for a $600.0 million 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. In September 1997,
the credit agreement was amended to include NFS as a party to and
borrower under the agreement. As of December 31, 1998 the Company had
no amounts outstanding under the agreement.
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(12) Contingencies
-------------
On October 29, 1998, the Company and certain of its affiliates were
named in a lawsuit filed in the Common Pleas Court of Franklin County,
Ohio related to the sale of deferred annuity products for use as
investments in tax-deferred contributory retirement plans (Mercedes
Castillo v. Nationwide Financial Services, Inc., Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company).
The plaintiff in such lawsuit seeks to represent a national class of
the Company's customers and seeks unspecified compensatory and punitive
damages. The Company is currently evaluating this lawsuit, which is in
an early stage and has not been certified as a class. The Company
intends to defend this lawsuit vigorously.
(13) Segment Information
-------------------
The Company uses differences in products as the basis for defining its
reportable segments. The Company reports three product 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 independent investment managers and the Company, with
investment returns accumulating on a tax-deferred basis. The Company's
variable annuity products consist almost entirely of flexible premium
deferred variable annuity contracts.
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.
Such contracts consist of single premium deferred annuities, flexible
premium deferred annuities and single premium immediate annuities. The
Fixed Annuities segment includes the fixed option under variable
annuity contracts.
The Life Insurance segment consists of insurance products, including
variable universal life insurance and corporate-owned 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 to the product segments, the Company reports corporate
revenue and expenses, investments and related investment income
supporting capital not specifically allocated to its product segments,
revenues and expenses of its investment advisor subsidiary (other than
the portion allocated to the Variable Annuities and Life Insurance
segments), revenues and expenses related to group annuity contracts
sold to Nationwide Insurance Enterprise employee and agent benefit
plans and all realized gains and losses on investments in a Corporate
and Other segment.
<PAGE> 25
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The following table summarizes the financial results of the Company's business
segments for the years ended December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions of dollars) Annuities Annuities Insurance and Other Total
- ------------------------------------ --------- --------- --------- --------- -----
<S> <C> <C> <C> <C> <C>
1998:
Net investment income (1) $ (31.3) $ 1,116.6 $ 231.6 $ 164.7 $ 1,481.6
Other operating revenue 560.8 35.7 319.6 49.6 965.7
--------- --------- -------- -------- ---------
Total operating revenue (2) 529.5 1,152.3 551.2 214.3 2,447.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 828.6 115.4 125.0 1,069.0
Amortization of deferred policy
acquisition costs 123.9 44.2 46.4 -- 214.5
Other benefits and expenses 187.2 104.2 294.6 49.1 635.1
--------- --------- -------- -------- ---------
Total expenses 311.1 977.0 456.4 174.1 1,918.6
--------- --------- -------- -------- ---------
Operating income (loss) before
federal income tax 218.4 175.3 94.8 40.2 528.7
Realized gains on investments -- -- -- 28.4 28.4
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 218.4 $ 175.3 $ 94.8 $ 68.6 $ 557.1
========= ========= ======== ======== =========
Assets as of year end $47,668.7 $15,215.7 $5,187.6 $6,270.1 $74,342.1
========= ========= ======== ======== =========
1997:
Net investment income (1) $ (26.9) $ 1,098.2 $ 189.1 $ 148.8 $ 1,409.2
Other operating revenue 430.9 43.2 284.0 39.0 797.1
--------- --------- -------- -------- ---------
Total operating revenue (2) 404.0 1,141.4 473.1 187.8 2,206.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 823.4 78.5 114.7 1,016.6
Amortization of deferred policy
acquisition costs 87.8 39.8 39.6 -- 167.2
Other benefits and expenses 165.3 108.7 284.1 45.6 603.7
--------- --------- -------- -------- ---------
Total expenses 253.1 971.9 402.2 160.3 1,787.5
--------- --------- -------- -------- ---------
Operating income before federal
income tax 150.9 169.5 70.9 27.5 418.8
Realized gains on investments -- -- -- 11.1 11.1
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 150.9 $ 169.5 $ 70.9 $ 38.6 $ 429.9
========= ========= ======== ======== =========
Assets as of year end $35,278.7 $14,436.3 $3,901.4 $6,174.3 $59,790.7
========= ========= ======== ======== =========
</TABLE>
<PAGE> 26
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions of dollars) Annuities Annuities Insurance and Other Total
------------------------------------ ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1996:
Net investment income (1) $ (21.5) $ 1,050.6 $ 174.0 $ 154.7 $ 1,357.8
Other operating revenue 306.1 42.0 261.6 25.7 635.4
---------- ---------- --------- --------- ---------
Total operating revenue (2) 284.6 1,092.6 435.6 180.4 1,993.2
---------- ---------- --------- --------- ---------
Interest credited to policyholder
account balances -- 805.0 70.2 107.1 982.3
Amortization of deferred policy
acquisition costs 57.4 38.6 37.4 -- 133.4
Benefits and expenses 136.9 113.6 260.8 50.4 561.7
---------- ---------- --------- --------- ---------
Total expenses 194.3 957.2 368.4 157.5 1,677.4
---------- ---------- --------- --------- ---------
Operating income before federal
income tax 90.3 135.4 67.2 22.9 315.8
Realized losses on investments -- -- -- (0.3) (0.3)
---------- ---------- --------- --------- ---------
Consolidated income from
continuing operations before
federal tax expense $ 90.3 $ 135.4 $ 67.2 $ 22.6 $ 315.5
========== ========== ======== ======== =========
Assets as of year end $ 25,069.7 $ 13,994.7 $3,353.3 $5,348.5 $47,766.2
========== ========== ======== ======== =========
</TABLE>
-----------
(1) The Company's method of allocating net investment income results
in a charge (negative net investment income) to the Variable
Annuities segment which is recognized in the Corporate and Other
segment. The charge relates to non-invested assets which support
this segment on a statutory basis.
(2) Excludes realized gains and losses on investments.
The Company has no significant revenue from customers located outside
of the United States nor does the Company have any significant
long-lived assets located outside the United States.
(14) Discontinued Operations
-----------------------
As discussed in note 1, NFS is a holding company for NLIC and certain
other companies within the Nationwide Insurance Enterprise that offer
or distribute long-term savings and retirement products. Prior to the
contribution by Nationwide Corp. of the outstanding common stock of
NLIC to NFS, 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
payable to Nationwide Corp. on January 1, 1997 consisting of the
outstanding shares of common stock of three subsidiaries: ELICW, NCC
and WCLIC. ELICW writes group accident and health and group life
insurance business and maintains it offices in Wausau, Wisconsin. NCC
is a property and casualty company with offices in Scottsdale, Arizona
that serves as a fronting company for a property and casualty
subsidiary of NMIC. 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 in the
accompanying consolidated financial statements through December 31,
1996. The Company did not recognize any gain or loss on the disposal of
these subsidiaries.
<PAGE> 27
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Also, 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. See note 10 for a
complete discussion of the reinsurance agreements. The Company has
discontinued its accident and health and group life insurance business
and in connection therewith has entered into reinsurance agreements to
cede all existing and any future writings to other affiliated
companies. 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. The assets,
liabilities, results of operations and activities of discontinued
operations are distinguished physically, operationally and for
financial reporting purposes from the remaining assets, liabilities,
results of operations and activities of the Company.
A summary of the results of operations of discontinued operations for
the years ended December 31, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C>
Revenues $ -- $ -- $ 668.9
Net income $ -- $ -- $ 11.3
</TABLE>
A summary of the assets and liabilities of discontinued operations as
of December 31, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Assets, consisting primarily of investments $221.5 $247.3 $3,288.5
Liabilities, consisting primarily of policy benefits and claims $221.5 $247.3 $2,802.8
</TABLE>
<PAGE> 58
PART I - FINANCIAL INFORMATION
ITEM 1 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Income
(Unaudited)
(in millions)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES
Policy charges $ 231.7 $ 180.6 $ 656.0 $ 514.6
Life insurance premiums 51.5 48.4 153.9 153.6
Net investment income 379.2 374.8 1,114.6 1,106.3
Realized gains (losses) on investments 6.2 5.6 (7.5) 27.2
Other 26.6 17.6 66.5 48.7
------------- ------------- ------------- -------------
695.2 627.0 1,983.5 1,850.4
------------- ------------- ------------- -------------
BENEFITS AND EXPENSES
Interest credited to policyholder account balances 272.4 269.0 803.6 795.6
Other benefits and claims 51.7 47.5 146.5 134.4
Policyholder dividends on participating policies 8.7 8.6 30.5 30.9
Amortization of deferred policy acquisition costs 68.6 57.5 196.1 159.3
Other operating expenses 120.2 106.1 333.5 314.8
------------- ------------- ------------- -------------
521.6 488.7 1,510.2 1,435.0
------------- ------------- ------------- -------------
Income before federal income tax expense 173.6 138.3 473.3 415.4
Federal income tax expense 58.4 46.5 158.8 141.7
------------- ------------- ------------- -------------
Net income $ 115.2 $ 91.8 $ 314.5 $ 273.7
============= ============= ============= =============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
98
<PAGE> 59
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Balance Sheets
(in millions, except per share amounts)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
ASSETS 1999 1998
------------------- ------------------
<S> <C> <C>
Investments:
Securities available-for-sale, at fair value:
Fixed maturity securities (cost $14,941.6 in 1999; $13,721.3 in 1998) $ 15,022.2 $ 14,245.1
Equity securities (cost $81.7 in 1999; $110.4 in 1998) 102.7 127.2
Mortgage loans on real estate, net 5,613.9 5,328.4
Real estate, net 250.4 243.6
Policy loans 505.4 464.3
Other long-term investments 77.6 44.0
Short-term investments 409.0 289.1
------------------- ------------------
21,981.2 20,741.7
------------------- ------------------
Cash 21.3 3.4
Accrued investment income 248.3 218.7
Deferred policy acquisition costs 2,416.6 2,022.2
Other assets 385.7 420.3
Assets held in separate accounts 57,249.6 50,935.8
------------------- ------------------
$ 82,302.7 $ 74,342.1
=================== ==================
LIABILITIES AND SHAREHOLDER'S EQUITY
Future policy benefits and claims $ 21,455.6 $ 19,767.1
Other liabilities 796.3 866.1
Liabilities related to separate accounts 57,249.6 50,935.8
------------------- ------------------
79,501.5 71,569.0
------------------- ------------------
Shareholder's equity:
Capital shares, $1 par value. Authorized 5.0 million shares, issued and
outstanding 3.8 million shares 3.8 3.8
Additional paid-in capital 766.1 914.7
Retained earnings 1,970.4 1,579.0
Accumulated other comprehensive income 60.9 275.6
------------------- ------------------
2,801.2 2,773.1
------------------- ------------------
$ 82,302.7 $ 74,342.1
=================== ==================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
99
<PAGE> 60
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Shareholder's Equity
(Unaudited)
Nine Months Ended September 30, 1999 and 1998
(in millions)
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE SHAREHOLDER'S
STOCK CAPITAL EARNINGS INCOME EQUITY
----------- ------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1998 $ 3.8 $ 914.7 $ 1,312.3 $ 247.1 $ 2,477.9
Comprehensive income:
Net income - - 273.7 - 273.7
Net unrealized gains on securities
available-for-sale arising during the period - - - 126.0 126.0
-----------------
Total comprehensive income 399.7
-----------------
Dividends to shareholder - - (100.0) - (100.0)
=========== ============= =============== ====================================
BALANCE, SEPTEMBER 30, 1998 $ 3.8 $ 914.7 $ 1,486.0 $ 373.1 $ 2,777.6
=========== ============= =============== ====================================
BALANCE, JANUARY 1, 1999 $ 3.8 $ 914.7 $ 1,579.0 $ 275.6 $ 2,773.1
Comprehensive income:
Net income - - 314.5 - 314.5
Net unrealized losses on securities
available-for-sale arising during the period - - - (238.2) (238.2)
-----------------
Total comprehensive income 76.3
-----------------
Capital contribution - 26.4 87.9 23.5 137.8
Dividends to shareholder - (175.0) (11.0) - (186.0)
=========== ============= =============== ====================================
BALANCE, SEPTEMBER 30, 1999 $ 3.8 $ 766.1 $ 1,970.4 $ 60.9 $ 2,801.2
=========== ============= =============== ====================================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
100
<PAGE> 61
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30, 1999 and 1998
(in millions)
<TABLE>
<CAPTION>
1999 1998
--------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 314.5 $ 273.7
Adjustments to reconcile net income to net cash provided by operating activities:
Interest credited to policyholder account balances 803.6 795.6
Capitalization of deferred policy acquisition costs (481.6) (437.5)
Amortization of deferred policy acquisition costs 196.1 159.3
Amortization and depreciation 3.3 (6.0)
Realized losses (gains) on investments, net 7.5 (27.2)
Increase in accrued investment income (17.6) (17.6)
Decrease in other assets 38.6 35.8
Decrease in policy liabilities (17.1) (10.4)
Increase (decrease) in other liabilities 39.1 (170.5)
Other, net (0.6) (8.3)
--------------- ----------------
Net cash provided by operating activities 885.8 586.9
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of securities available-for-sale 1,681.9 1,097.7
Proceeds from sale of securities available-for-sale 336.1 550.6
Proceeds from repayments of mortgage loans on real estate 350.0 546.7
Proceeds from sale of real estate 5.7 74.6
Proceeds from repayments of policy loans and sale of other invested assets 23.7 21.1
Cost of securities available-for-sale acquired (2,479.9) (2,181.6)
Cost of mortgage loans on real estate acquired (452.2) (556.4)
Cost of real estate acquired (11.1) (0.5)
Short-term investments, net (20.5) 93.8
Other, net (84.3) (51.9)
--------------- ----------------
Net cash used in investing activities (650.6) (405.9)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid (188.5) (100.0)
Increase in investment product and universal life insurance product
account balances 2,690.9 1,808.5
Decrease in investment product and universal life insurance product
account balances (2,719.7) (2,061.6)
--------------- ----------------
Net cash used in financing activities (217.3) (353.1)
--------------- ----------------
Net increase (decrease) in cash 17.9 (172.1)
Cash, beginning of period 3.4 175.6
--------------- ----------------
Cash, end of period $ 21.3 $ 3.5
=============== ================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
101
<PAGE> 62
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Unaudited Consolidated Financial Statements
Nine Months Ended September 30, 1999
(1) Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements of
Nationwide Life Insurance Company and subsidiaries (NLIC or
collectively the Company) have been prepared in accordance with
generally accepted accounting principles, which differ from statutory
accounting practices prescribed or permitted by regulatory authorities,
for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all information and footnotes required by generally accepted accounting
principles for complete financial statements. The financial information
included herein reflects all adjustments (all of which are normal and
recurring in nature) which are, in the opinion of management, necessary
for a fair presentation of financial position and results of
operations. Operating results for all periods presented are not
necessarily indicative of the results that may be expected for the full
year. All significant intercompany balances and transactions have been
eliminated. The accompanying unaudited consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and related notes for the year ended December 31,
1998 included in the Company's annual report on Form 10-K.
(2) Recently Issued Accounting Standards
------------------------------------
In March 1998, The American Institute of Certified Public Accountant's
Accounting Standards Executive Committee issued Statement of Position
(SOP) 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." The SOP, which has been adopted
prospectively as of January 1, 1999, requires the capitalization of
certain costs incurred in connection with developing or obtaining
internal use software. Prior to the adoption of SOP 98-1, the Company
expensed internal use software related costs as incurred. The effect of
adopting the SOP was to increase net income for the quarter ended
September 30, 1999 by $2.8 million and by $6.1 million for the first
nine months of 1999.
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (FAS 133). FAS 133 establishes accounting and reporting
standards for derivative instruments and for hedging activities.
Contracts that contain embedded derivatives, such as certain insurance
contracts, are also addressed by the Statement. FAS 133 requires that
an entity recognize all derivatives as either assets or liabilities in
the statement of financial position and measure those instruments at
fair value. In July 1999 the FASB issued Statement 137 which delayed
the effective date of FAS 133 to fiscal years beginning after June 15,
2000. The Company plans to adopt this Statement in first quarter 2001
and is currently evaluating the impact on results of operations and
financial condition.
102
<PAGE> 63
(3) Comprehensive Income
--------------------
Comprehensive Income includes net income as well as certain items that
are reported directly within a separate component of shareholder's
equity that bypass net income. Currently, the Company's only component
of Other Comprehensive Income (Loss) is unrealized gains (losses) on
securities available-for-sale. The related before and after federal
income tax amounts are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
(in millions) SEPTEMBER 30, SEPTEMBER 30,
-----------------------------------------------------------------------------------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Unrealized (losses) gains on securities
available-for-sale arising
during the period:
Gross $ (91.6) $ 266.5 $(487.9) $ 273.6
Adjustment to deferred policy acquisition costs 15.3 (73.7) 108.7 (72.8)
Related federal income tax benefit (expense) 29.9 (67.4) 132.5 (70.2)
------- ------- ------- -------
Net (46.4) 125.4 (246.7) 130.6
------- ------- ------- -------
Reclassification adjustment for net (gains) losses
on securities available-for-sale realized during
the period: (2.0) (3.5) 13.0 (7.0)
Gross Related federal income tax expense (benefit) 0.8 1.2 (4.5) 2.4
------- ------- ------- -------
Net (1.2) (2.3) 8.5 (4.6)
------- ------- ------- -------
Total Other Comprehensive (Loss) Income $ (47.6) $ 123.1 $(238.2) $ 126.0
======= ======= ======= =======
</TABLE>
(4) Segment Disclosures
-------------------
The Company uses differences in products as the basis for defining its
reportable segments. The Company reports three product 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 independent investment managers and the Company, with
investment returns accumulating on a tax-deferred basis. The Company's
variable annuity products consist almost entirely of flexible premium
deferred variable annuity contracts.
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.
Such contracts consist of single premium deferred annuities, flexible
premium deferred annuities and single premium immediate annuities. The
Fixed Annuities segment includes the fixed option under variable
annuity contracts.
The Life Insurance segment consists of insurance products, including
variable universal life insurance and corporate-owned 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 to the product segments, the Company reports corporate
revenues and expenses, investments and related investment income
supporting capital not specifically allocated to its product segments,
revenues and expenses of its investment adviser subsidiary, revenues
and expenses related to group annuity contracts sold to Nationwide
Insurance employee and agent benefit plans and all realized gains and
losses on investments in a Corporate and Other segment.
103
<PAGE> 64
During first quarter 1999 the Company revised the allocation of net
investment income among its Life Insurance and Corporate and Other
segments. Also, certain amounts previously reported as other income
were reclassified to operating expense. Amounts reported for prior
periods have been restated to reflect these changes.
The following table summarizes the financial results of the Company's
business segments for the three months ended September 30, 1999 and
1998.
<TABLE>
<CAPTION>
VARIABLE FIXED LIFE CORPORATE
(IN MILLIONS) ANNUITIES ANNUITIES INSURANCE AND OTHER TOTAL
- --------------------------------- ---------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
1999
Operating revenue (1) $ 159.4 $ 292.1 $ 162.5 $ 75.0 $ 689.0
Benefits and expenses 86.3 248.1 130.7 56.5 521.6
------- ------- ------- ------- -------
Operating income before federal
income tax 73.1 44.0 31.8 18.5 167.4
Realized gains on investments -- -- -- 6.2 6.2
------- ------- ------- ------- -------
Consolidated income before
federal income tax $ 73.1 $ 44.0 $ 31.8 $ 24.7 $ 173.6
======= ======= ======= ======= =======
1998
Operating revenue (1) $ 128.6 $ 289.5 $ 140.8 $ 62.5 $ 621.4
Benefits and expenses 73.5 245.7 117.9 51.6 488.7
------- ------- ------- ------- -------
Operating income before federal
income tax 55.1 43.8 22.9 10.9 132.7
Realized gains on investments -- -- -- 5.6 5.6
------- ------- ------- ------- -------
Consolidated income before
federal income tax $ 55.1 $ 43.8 $ 22.9 $ 16.5 $ 138.3
======= ======= ======= ======= =======
- ------------
(1) Excludes realized gains and losses on investments.
</TABLE>
104
<PAGE> 65
The following table summarizes the financial results of the Company's
business segments for the nine months ended September 30, 1999 and
1998.
<TABLE>
<CAPTION>
VARIABLE FIXED LIFE CORPORATE
(in millions) ANNUITIES ANNUITIES INSURANCE AND OTHER TOTAL
- ------------------------------------ ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1999
Operating revenue (1) $ 457.7 $ 866.0 $ 466.9 $ 200.4 $ 1,991.0
Benefits and expenses 247.4 733.2 376.8 152.8 1,510.2
---------- ---------- ---------- ---------- ----------
Operating income before federal
income tax 210.3 132.8 90.1 47.6 480.8
Realized losses on investments -- -- -- (7.5) (7.5)
---------- ---------- ---------- ---------- ----------
Consolidated income before
federal income tax $ 210.3 $ 132.8 $ 90.1 $ 40.1 $ 473.3
---------- ---------- ---------- ---------- ----------
Assets as of period end $ 53,475.8 $ 16,682.4 $ 6,018.2 $ 6,126.3 $ 82,302.7
========== ========== ========== ========== ==========
1998
Operating revenue (1) $ 370.9 $ 865.0 $ 402.2 $ 185.1 $ 1,823.2
Benefits and expenses 210.8 733.1 337.7 153.4 1,435.0
---------- ---------- ---------- ---------- ----------
Operating income before federal
income tax 160.1 131.9 64.5 31.7 388.2
Realized gains on investments -- -- -- 27.2 27.2
---------- ---------- ---------- ---------- ----------
Consolidated income before
federal income tax $ 160.1 $ 131.9 $ 64.5 $ 58.9 $ 415.4
---------- ---------- ---------- ---------- ----------
Assets as of period end $ 40,020.7 $ 14,675.0 $ 4,857.7 $ 5,921.8 $ 65,475.2
========== ========== ========== ========== ==========
- ----------
(1) Excludes realized gains and losses on investments.
</TABLE>
(5) Contingencies
-------------
On October 29, 1998, the Company was named in a lawsuit filed in Ohio
state court related to the sale of deferred annuity products for use as
investments in tax-deferred contributory retirement plans (Mercedes
Castillo v. Nationwide Financial Services, Inc., Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company).
On May 3, 1999, the complaint was amended to, among other things, add
Marcus Shore as a second plaintiff. The amended complaint is brought as
a class action on behalf of all persons who purchased individual
deferred annuity contracts or participated in group annuity contracts
sold by the Company and the other named Company affiliates which were
used to fund certain tax-deferred retirement plans. The amended
complaint seeks unspecified compensatory and punitive damages. On June
11, 1999, the Company and the other named defendants filed a motion to
dismiss the amended complaint. The Company intends to defend this
lawsuit vigorously.
(6) Transactions with Affiliates
----------------------------
During second quarter 1999, NLIC entered into a modified coinsurance
arrangement to reinsure the 1999 operating results of an affiliated
company, Employers Life Insurance Company of Wausau (ELOW) retroactive
to January 1, 1999. In August 1999, NLIC paid a dividend of $175.0
million to its parent company, Nationwide Financial Services, Inc.
(NFS). NFS used $120.8 million of the dividend to purchase ELOW in
September 1999 and immediately merged ELOW into NLIC, terminating the
modified coinsurance arrangement. Because ELOW was an affiliate, the
Company accounted for the merger similar to a pooling-of-interests;
however, prior period financial statements were not restated due to
immateriality. The net assets of ELOW on the purchase date of $137.8
million are reflected as a capital contribution to shareholder's
equity. The reinsurance and merger combined contributed $1.46 million
to year to date net income.
105
