<PAGE> 1
As filed with the Securities and Exchange Commission.
'33 Act Registration No. 33-33425
'40 Act Registration No. 811-5999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 11 [X]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 12 [X]
NACO VARIABLE ACCOUNT
(Exact Name of Registrant)
NATIONWIDE LIFE INSURANCE COMPANY
(Name of Depositor)
ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43215
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (614) 249-7111
GORDON E. MCCUTCHAN, SECRETARY, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43215
(Name and Address of Agent for Service)
This Post-Effective Amendment amends the Registration Statement in respect
of the Prospectus, Statement of Additional Information, and the Financial
Statements.
It is Proposed that this filing will become effective (check appropriate space)
immediately upon filing pursuant to paragraph (b) of Rule 485
- -----
X on May 1, 1997, pursuant to paragraph (b) of Rule 485
- -----
60 days after filing pursuant to paragraph (a)(1) of Rule 485 on
- -----
(date) pursuant to paragraph (a)(1) of Rule 485
- -----
The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Pursuant to Paragraph (a)(3) thereof, a non-refundable fee
in the amount of $500 has been paid to the Commission. Registrant filed its Rule
24f-2 Notice for the fiscal year ended December 31, 1996 on February 25, 1997.
================================================================================
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NACO VARIABLE ACCOUNT
REFERENCE TO ITEMS REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
N-4 ITEM PAGE
<S> <C>
Part A INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover page....................................................... 3
Item 2. Definitions...................................................... 4
Item 3. Synopsis or Highlights........................................... 14
Item 4. Condensed Financial Information.................................. 15
Item 5. General Description of Registrant, Depositor,
and Portfolio Companies.......................................... 18
Item 6. Deductions and Expenses.......................................... 19
Item 7. General Description of the Variable Annuity Contract............. 20
Item 8. Annuity Period................................................... 24
Item 9. Death Benefit.................................................... 25
Item 10. Purchases and Contract Value..................................... 22
Item 11. Redemptions...................................................... 22
Item 12. Taxes............................................................ 20
Item 13. Legal Proceedings................................................ 30
Item 14. Table of Contents of the Statement of Additional Information..... 30
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15. Cover Page....................................................... 37
Item 16. Table of Contents................................................ 37
Item 17. General Information and History.................................. 37
Item 18. Services......................................................... 37
Item 19. Purchase of Securities Being Offered............................. 38
Item 20. Underwriters..................................................... 38
Item 21. Calculation of Performance....................................... 38
Item 22. Annuity Payments................................................. 41
Item 23. Financial Statements............................................. 42
Part C OTHER INFORMATION
Item 24. Financial Statements and Exhibits................................ 86
Item 25. Directors and Officers of the Depositor.......................... 87
Item 26. Persons Controlled by or Under Common Control
with the Depositor or Registrant................................. 89
Item 27. Number of Contract Owners........................................ 98
Item 28. Indemnification.................................................. 98
Item 29. Principal Underwriters........................................... 98
Item 30. Location of Accounts and Records................................. 99
Item 31. Management Services.............................................. 99
Item 32. Undertakings..................................................... 99
</TABLE>
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<PAGE> 3
NATIONWIDE LIFE INSURANCE COMPANY
Home Office
P. O. Box 16766
One Nationwide Plaza
Columbus, Ohio 43216
1-800-545-4730, (T.T.Y. 1-800-848-0833)
GROUP FLEXIBLE FUND RETIREMENT CONTRACTS
ISSUED BY THE NACO VARIABLE ACCOUNT OF
NATIONWIDE LIFE INSURANCE COMPANY
The Group Flexible Fund Retirement Contracts (the "Contract" or
"Contracts") described in this prospectus are designed for use in connection
with deferred compensation Plans adopted by Member Counties under the NACo
Program. Such Plans generally qualify for favorable tax treatment under Section
457 of the Internal Revenue Code ("Code"). The assets of such Plans are part of
the general assets of the Member County, provided however that the Member County
must hold all such Plan assets for the exclusive benefit of the Plan's
Participants and beneficiaries. Rights and privileges under the Contracts may be
exercised by the Member County to the extent such rights are not specifically
reserved in the Plan for Participants as a group or as individuals. The member
County may not take any action inconsistent with the rights of the Plan's
Participants. The Participants have a contractual claim against the Member
County for the benefits promised by such Plans. The Participants are generally
not subject to tax until Distributions are received from the Plan. Purchase
Payments made at any time by or on behalf of any Participant must be at least
$20 per month.
Purchase Payments are allocated to the NACo Variable Account. NACo Variable
Account is a unit investment trust with 28 Sub-Accounts of unit values, each
reflecting investment results of a different management investment company.
Amounts equivalent to the obligations of Nationwide Life Insurance Company ("the
Company") under each Sub-Account will be invested in Underlying Mutual Funds
(see Appendix of Participating Underlying Mutual Funds).
This prospectus provides you with the basic information you should know
about the Group Flexible Fund Retirement Contracts issued by NACo Variable
Account before investing. You should read it and keep it for future reference. A
Statement of Additional Information dated May 1, 1997 containing further
information about the Contracts and NACo Variable Account has been filed with
the Securities and Exchange Commission. You can obtain a copy without charge
from the Company by calling the number listed above, or writing P.O. Box 16766,
One Nationwide Plaza, Columbus, Ohio 43216.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1997, IS INCORPORATED
HEREIN BY REFERENCE. THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL
INFORMATION APPEARS ON PAGE 28 OF THIS PROSPECTUS.
THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.
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<PAGE> 4
GLOSSARY OF TERMS
ACCUMULATION UNIT - A statistical index measuring the net investment results of
each Sub-Account of the NACo Variable Account. It is the unit of measurement
used to determine Contract Value and each Participant Account value.
ACTUARIAL RISK FEE - The charge made for mortality and expense risk and
administration of the NACo Variable Account. It is computed on a daily basis and
is equal to an annual rate of up to 0.95% of the average account value of the
NACo Variable Account.
ANNUITANT - The person upon whose continuation of life any annuity payment
involving life contingencies depends.
ANNUITIZATION - The date on which annuity payments commence.
ANNUITY COMMENCEMENT DATE - The date on which annuity payments are scheduled to
commence.
BENEFICIARY - The person named on the application to receive certain benefits
under the Contract upon the death of the designated Annuitant. The Beneficiary
can be changed by the Owner as set forth in the Contract.
CODE - The Internal Revenue Code of 1986, as amended.
COMPANY - Nationwide Life Insurance Company.
CONTINGENT BENEFICIARY - The person named on the application to be the alternate
Beneficiary if the named Beneficiary is not living at the time of the death of
the designated Annuitant.
CONTRACT - The Group Flexible Fund Retirement Contract issued by the Company to
the Owner under which the Company invests Purchase Payments made by the Owner
and assists the Owner in making Retirement Income Payments at specified dates.
CONTRACT ANNIVERSARY - An anniversary of the Contract Date.
CONTRACT DATE - The date of issue shown on the Contract.
CONTRACT VALUE - The sum of the value of all Variable Account Accumulation Units
attributable to the Contract plus any amount held under the Contract in the
General Account.
CONTRACT YEAR - Each period starting with either (1) the Contract Date or (2) a
Contract Anniversary. The Contract Year ends immediately prior to the next
Contract Anniversary.
DISTRIBUTION - Any payment by the Company of part or all of the Contract Value
under the Contract.
DISTRIBUTION PERIOD - The period during which payments are distributed from a
Participant Account.
GENERAL ACCOUNT - An account comprised of all assets of the Company other than
those in any segregated asset account.
HOME OFFICE - The main office of the Company located in Columbus, Ohio.
MEMBER COUNTY - A county which is a member of the National Association of
Counties ("NACo") or an entity approved by the President of NACo for
participation under the NACo Program.
NACO PROGRAM - The deferred compensation program established and administered
pursuant to Section 457 of the Code for the benefit of Member Counties of NACo.
NACO VARIABLE ACCOUNT - A segregated investment account established by the
Company in which amounts equivalent to the Company's obligations under the
Contract are held for all Participants, and for those Participants during
retirement who have annuitized.
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<PAGE> 5
OWNER - The Member County to which the Contract is issued.
PARTICIPANT - An eligible employee, member, or other person who is entitled to
benefits under the Plan. Such persons are determined and reported to the Company
by the Owner.
PARTICIPANT ACCOUNT - An account established by the Company for each Participant
in which all financial transactions occurring with respect to a Participant,
other than the purchase and payment of an annuity, made from the Company's
General Account, are recorded.
PARTICIPANT ACCOUNT YEAR - For each Participant, the Participant Account Year is
each one year period starting with either the Participant Effective Date or a
Participant Anniversary.
PARTICIPANT ANNIVERSARY - An anniversary of the Participant Effective Date.
PARTICIPANT EFFECTIVE DATE - For each Participant, the Participant Effective
Date is the first date Accumulation Units are credited to the Participant's
Account on behalf of such Participant under the Contract.
PLAN - A Member County's Code Section 457 deferred compensation plan established
and administered under the auspices of the NACo Program. The Plan document is
referred to in the contract schedule as the Plan. The assets of the Plan are
part of the general assets of the Member County, provided that the Member County
must hold all such Plan assets for the exclusive benefit of the Plan's
Participants and beneficiaries. The Participants have a contractual claim
against the Member County for the benefits promised by the Plan.
PURCHASE PAYMENTS - A deposit of new value into the Contract, in order to
provide retirement income benefits.
RETIRED PARTICIPANT - A Participant for whom payments under an Optional
Retirement Income Form are being made.
RETIREMENT INCOME PAYMENTS- Periodic payments of the Participant Account made by
the Company to the Participant or to a designated Beneficiary during the
Distribution Period.
RETIREMENT COMMENCEMENT DATE- The date upon which Retirement Income Payments
commence.
SUB-ACCOUNTS - Separate and distinct divisions of the NACo Variable Account to
which specific Underlying Mutual Fund shares are allocated and for which
Accumulation Units are separately maintained.
UNDERLYING MUTUAL FUND - The registered management investment company, specified
on the Contract application, in which the assets of a Sub-Account of the NACo
Variable Account will be invested.
VALUATION DATE - Each day the New York Stock Exchange and the Company's Home
Office are open for business or any other day during which there is a sufficient
degree of trading of the NACo Variable Account's Underlying Mutual Fund shares
that the current net asset value of its Accumulation Units might be materially
affected.
VALUATION PERIOD - The period of time commencing at the close of business of the
New York Stock Exchange and ending at the close of business for the next
succeeding Valuation Date.
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<PAGE> 6
TABLE OF CONTENTS
GLOSSARY OF TERMS..............................................................2
SUMMARY OF CONTRACT EXPENSES...................................................5
SYNOPSIS......................................................................12
CONDENSED FINANCIAL INFORMATION...............................................13
NATIONWIDE LIFE INSURANCE COMPANY.............................................16
THE NACo VARIABLE ACCOUNT.....................................................16
Voting Rights.............................................................16
PERIODIC REPORTS..............................................................16
NACo VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS
AND OTHER DEDUCTIONS........................................................17
Contingent Deferred Sales Charge..........................................17
Mortality and Expense Risk and Administration Charges.....................17
Premium Taxes and Other Expenses..........................................18
Experience Credits........................................................18
Expenses of the NACo Variable Account.....................................18
DESCRIPTION OF THE CONTRACTS..................................................18
Purpose of the Contracts..................................................18
Modification of the Contract..............................................19
Contract Rights and Privileges and Assignments............................19
Exchange Privilege........................................................19
Suspension and Termination................................................20
Application of Purchase Payments..........................................20
Additional Purchase Payment Prior to Commencement of Annuity Payments.....20
Crediting Accumulation Units..............................................20
NACo Variable Account Accumulation Unit Value.............................21
Allocation of Purchase Payments...........................................21
Valuation of an Account...................................................21
Redemption of Participant Accounts........................................21
DISTRIBUTION OF PARTICIPANT ACCOUNTS (RETIREMENT PERIOD)......................22
Retirement Income Payments................................................22
Election of Income Form and Date..........................................22
Allocation of Retirement Income...........................................22
Fixed Dollar Annuity......................................................22
Minimum Payment...........................................................22
Death Benefit Before Retirement...........................................23
Optional Retirement Income Forms..........................................23
Death of Retired Participant..............................................23
Withdrawal................................................................23
Frequency of Payment......................................................24
Determination of Payments Under Options A1 and A2.........................24
Determination of Payments Under Options B1 and B2.........................24
Determination of Amount of Variable Monthly Payments For First Year.......24
Determination of Amount of Variable Monthly Payments For the Second
and Subsequent Years....................................................24
Alternate Assumed Interest Rate...........................................25
GENERAL INFORMATION...........................................................25
Substitution of Securities................................................25
Performance Advertising...................................................25
Contract Owner Inquiries..................................................26
Net Investment Factor.....................................................26
Valuation of Assets.......................................................27
Federal Tax Status........................................................27
Contracts Issued Under the New York Model Plan............................27
LEGAL PROCEEDINGS.............................................................28
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION......................28
APPENDIX......................................................................29
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<PAGE> 7
SUMMARY OF CONTRACT EXPENSES
PARTICIPANT TRANSACTION EXPENSES
<TABLE>
<S> <C>
Maximum Contingent Deferred Sales Charge(1).................... 4%
(as a percentage of Purchase Payments) -------
ANNUAL CONTRACT MAINTENANCE CHARGE(2)................................ $ 0
-------
NACO VARIABLE ACCOUNT ANNUAL EXPENSES(3)
(as a percentage of average account value)
Mortality and Expense Risk Fees ............................... 0.50%
-------
Administration Charge ......................................... 0.45%
-------
Total NACo Variable Account Annual Expenses ................... 0.95%
-------
</TABLE>
(1) Imposed only when it is applicable (see "Contingent Deferred Sales Charge").
(2) Effective July 1, 1992, the Annual Contract Maintenance Charge was
eliminated.
(3) If total assets of a Plan under the NACo Program as of December 31 of each
year exceed $10 million, the 0.45% Administration charge and the total NACo
Variable Account Annual Expense ("Actuarial Risk Fee") will be reduced on a
sliding scale on May 1 of each succeeding year as follows:
<TABLE>
<CAPTION>
ADMINISTRATION CHARGE
ASSETS (AS A PORTION OF THE ACTUARIAL RISK FEE) TOTAL ACTUARIAL RISK FEE
- -------------------------------------- ---------------------------------------- ------------------------
<S> <C> <C>
Greater than $10 million but less than 0.40% 0.90%
or equal to $25 million
Greater than $25 million but less than 0.30% 0.80%
or equal to $50 million
Greater than $50 million but less than 0.20% 0.70%
or equal to $150 million
Greater than $150 million 0.15% 0.65%
</TABLE>
The Administration Charge and Actuarial Risk Fee shall be determined as of
December 31 of such calendar year and reduced according to the sliding scale, if
applicable, effective the next succeeding May 1. For new Contracts after the
effective date of the sliding scale, the Administration Charge and Actuarial
Risk Fee shall be determined in accordance with the above table at the issuance
of the Contract and thereafter each year at the time and in the manner described
above.
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<PAGE> 8
UNDERLYING MUTUAL FUND ANNUAL EXPENSES(1)
(After Expense Reimbursement)
(as a percentage of Underlying Mutual Fund average net assets)
<TABLE>
<CAPTION>
Total Underlying
Management Other 12b-1 Mutual Fund
Fees Expenses Fees Annual Expenses
---------- -------- ----- ----------------
<S> <C> <C> <C> <C>
American Century: Twentieth Century Growth 1.00% 0.00% 0.00% 1.00%
American Century: Twentieth Century Ultra 1.00% 0.00% 0.00% 1.00%
The Bond Fund of America(SM) , Inc. 0.35% 0.11% 0.25% 0.71%
The Dreyfus Third Century Fund, Inc. 0.75% 0.36% 0.00% 1.11%
Evergreen Income and Growth Fund 0.98% 0.21% 0.00% 1.19%
Federated U.S. Government Securities: 0.40% 0.14% 0.00% 0.54%
2-5 Years - Institutional Shares
Fidelity Capital & Income Fund 0.62% 0.27% 0.00% 0.89%
Fidelity Contrafund 0.63% 0.16% 0.00% 0.79%
Fidelity Equity-Income Fund 0.45% 0.23% 0.00% 0.68%
Fidelity Magellan(R)Fund 0.47% 0.21% 0.00% 0.68%
Fidelity OTC Portfolio 0.53% 0.30% 0.00% 0.83%
Fidelity Puritan Fund 0.46% 0.28% 0.00% 0.74%
The Investment Company of America(R) 0.26% 0.12% 0.21% 0.59%
MAS Funds Fixed Income Portfolio 0.38% 0.11% 0.00% 0.49%
Massachusetts Investors Growth Stock Fund 0.31% 0.23% 0.19% 0.73%
- Class A
MFS(R)Growth Opportunities Fund-Class A 0.90% 0.36% 0.25% 1.51%
MFS(R)High Income Fund-Class A 0.45% 0.34% 0.26% 1.05%
Nationwide(R)Fund 0.50% 0.11% 0.00% 0.61%
Nationwide(R)Growth Fund 0.50% 0.14% 0.00% 0.64%
Nationwide(R)Money Market Fund 0.45% 0.15% 0.00% 0.60%
Neuberger & Berman Guardian Fund, Inc., Inc. 0.70% 0.12% 0.00% 0.82%
Putnam Investors Fund-Class A 0.59% 0.19% 0.25% 1.03%
Putnam Voyager Fund -Class A 0.51% 0.27% 0.25% 1.03%
SEI Index Funds - S & P 500 Index Portfolio 0.19% 0.06% 0.00% 0.25%
Seligman Growth Fund, Inc.-Class A(2) 0.70% 0.27% 0.23% 1.20%
Short-Term Investments Trust-Treasury Portfolio -
Institutional Class 0.06% 0.03% 0.00% 0.09%
T. Rowe Price International Stock Fund(R) 0.68% 0.20% 0.00% 0.88%
Templeton Foreign Fund - Class I 0.61% 0.26% 0.25% 1.12%
</TABLE>
(1) The Mutual Fund expenses shown above are assessed at the Underlying
Mutual Fund level and are not direct charges against NACo Variable
Account assets or Contract Value. These Underlying Mutual Fund
expenses are taken into consideration in computing each Underlying
Mutual Fund's net asset value, which is the share price used to
calculate the NACo Variable Account's unit value. There are no
front-end load fees (sales charges) at the Underlying Mutual Fund
level. The following funds are subject to fee waivers or expense
reimbursement arrangements:
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<PAGE> 9
<TABLE>
<CAPTION>
EXPENSES WITHOUT
FUND REIMBURSEMENT OR WAIVER
- ------------------------------------------------------ ---------------------------------------------------
<S> <C>
Federated U.S. Government Securities Fund: 2-5 Years - The total operating expenses would have been 0.79%
Institutional Shares absent the voluntary waiver of a portion of the
shareholder service fee.
Fidelity Equity-Income Fund The Fund has entered into arrangements with its
custodian and transfer agent whereby interest
earned on uninvested cash balances is used to
reduce custodian and transfer agent expenses.
Including these reductions, the total operating
expenses presented in the table would have been
0.68%.
Fidelity Magellan(R) Fund The Fund has entered into arrangements with its
custodian and transfer agent whereby interest
earned on uninvested cash balances is used to
reduce custodian and transfer agent expenses.
Including these reductions, the total operating
expenses presented in the table would have been
0.95%.
Fidelity OTC Portfolio The Fund has entered into arrangements with its
custodian and transfer agent whereby interest
earned on uninvested cash balances is used to
reduce custodian and transfer agent expenses.
Including these reductions, the total operating
expenses presented in the table would have been
0.83%.
Fidelity Puritan Fund The Fund has entered into arrangements with its
custodian and transfer agent whereby interest
earned on uninvested cash balances is used to
reduce custodian and transfer agent expenses.
Including these reductions, the total operating
expenses presented in the table would have been
0.69%.
Nationwide(R) Money Market Fund The Fund will waive 0.05% of the total 0.50%
management fee until further notice.
SEI Index Funds - S & P 500 Index Portfolio The Fund's Manager has waived, on a voluntary
basis, a portion of its fee, and the
management/advisory fees shown above reflect said
waiver. Absent such waiver, the
management/advisory fees would be .25% . The
Distributor has waived, on a voluntary basis, all
or a portion of its shareholder servicing fee.
Absent such waiver, the shareholder servicing fee
would be .25%. Absent these fee waivers, total
operating expenses would be .56%.
Short-Term Investments Trust - Treasury Portfolio - The Fund's Adviser has currently agreed to
Institutional Class voluntarily waive a portion of its Advisery fee
and/or assume certain expenses of the Portfolio.
Absent such waiver, total operating fees would have
been 0.14%.
</TABLE>
The information relating to the Underlying Mutual Fund expenses was
provided by the Underlying Mutual Fund and was not independently
verified by the Company.
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<PAGE> 10
EXAMPLE
The following chart depicts the dollar amount of expenses that would be incurred
under the Contract assuming a total NACo Variable Account annual expense rate of
0.95% of average account value, a $1,000 initial Purchase Payment and 5% annual
return on assets.
<TABLE>
<CAPTION>
If you surrender your Contract
at the end of the applicable
time period
--------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
----- ------ ------ -------
<S> <C> <C> <C> <C>
American Century: Twentieth Century Growth 60 103 149 274
American Century: Twentieth Century Ultra 60 103 149 274
The Bond Fund of America(SM), Inc. 57 94 133 242
The Dreyfus Third Century Fund, Inc. 62 107 154 286
Evergreen Income and Growth Fund 62 109 159 295
Federated U.S. Government Securities Fund: 2-5 years - Institutional 56 89 124 223
Shares
Fidelity Capital & Income Fund 59 100 143 262
Fidelity Contrafund 58 97 137 251
Fidelity Equity-Income Fund 57 93 131 239
Fidelity Magellan(R) Fund 57 93 131 239
Fidelity OTC Portfolio 59 98 139 256
Fidelity Puritan Fund 58 95 135 246
The Investment Company of America(R) 56 90 127 229
MAS Funds Fixed Income Portfolio 55 87 121 217
MFS Growth Opportunities Fund 66 119 176 328
MFS High Income Fund 61 105 151 280
Massachussetts Investors Growth Stock Fund - Class A 58 95 134 244
Nationwide(R) Fund 56 91 128 231
Nationwide(R) Growth Fund 57 92 129 234
Nationwide(R) Money Market Fund 56 90 127 230
Neuberger & Berman Guardian Fund, Inc. 59 98 139 254
Putnam Investors Fund-Class A 61 104 150 277
Putnam Voyager Fund-Class A 61 104 150 277
SEI Index Funds - S & P 500 Index Portfolio 53 79 108 189
Seligman Growth Fund, Inc.-Class A 63 110 159 296
Short-Term Investments Trust - Treasury Portfolio - Institutional Class 51 74 99 171
T. Rowe Price International Stock Fund(R) 59 99 142 261
Templeton Foreign Fund - Class I 62 107 155 287
</TABLE>
This Example should not be considered a representation of past or
future expenses. Actual expenses may be greater or lesser than those
shown.
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<PAGE> 11
EXAMPLE (Continued)
The following chart depicts the dollar amount of expenses that would be incurred
under the Contract assuming a total NACo Variable Account annual expense rate of
0.95% of average account value, a $1,000 initial Purchase Payment and 5% annual
return on assets.
<TABLE>
<CAPTION>
If you do not surrender your Contract
at the end of the applicable
time period
-------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
----- ------ ------ -------
<S> <C> <C> <C> <C>
American Century: Twentieth Century Growth 20 63 109 234
American Century: Twentieth Century Ultra 20 63 109 234
The Bond Fund of America(SM) , Inc. 17 54 93 202
The Dreyfus Third Century Fund, Inc. 22 67 114 246
Evergreen Income and Growth Fund 22 69 119 255
Federated U.S. Government Securities Fund: 2-5 years- Institutional 16 49 84 183
Shares
Fidelity Capital & Income Fund 19 60 103 222
Fidelity Contrafund 18 57 97 211
Fidelity Equity-Income Fund 17 53 91 199
Fidelity Magellan(R) Fund 17 53 91 199
Fidelity OTC Portfolio 19 58 99 216
Fidelity Puritan Fund 18 55 95 206
The Investment Company of America(R) 16 50 87 189
MAS Funds Fixed Income Portfolio 15 47 81 177
MFS(R) Growth Opportunities Fund- Class A 26 79 136 288
MFS(R) High Income Fund-Class A 21 65 111 240
Massachusetts Investors Growth Stock Fund - Class A 18 55 94 204
Nationwide(R) Fund 16 51 88 191
Nationwide(R) Growth Fund 17 52 89 194
Nationwide(R) Money Market Fund 16 50 87 190
Neuberger & Berman Guardian Fund, Inc. 19 58 99 214
Putnam Investors Fund-Class A 21 64 110 237
Putnam Voyager Fund-Class A 21 64 110 237
SEI Index Funds - S & P 500 Index Portfolio 13 39 68 149
Seligman Growth Fund, Inc.-Class A 23 70 119 256
Short-Term Investments Trust - Treasury Portfolio - Institutional Class 11 34 59 131
T. Rowe Price International Stock Fund(R) 19 59 102 221
Templeton Foreign Fund - Class I 22 67 115 247
</TABLE>
This Example should not be considered a representation of past or
future expenses. Actual expenses may be greater or lesser than those
shown.
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<PAGE> 12
EXAMPLE (Continued)
The following chart depicts the dollar amount of expenses that would be incurred
under the Contract assuming a total NACo Variable Account annual expense rate of
0.95% of average account value, a $1,000 initial Purchase Payment and 5% annual
return on assets.
<TABLE>
<CAPTION>
If you annuitize your Contract
at the end of the applicable time period
----------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
----- ------ ------ -------
<S> <C> <C> <C> <C>
American Century: Twentieth Century Growth 20 63 109 234
American Century: Twentieth Century Ultra 20 63 109 234
The Bond Fund of America(SM) , Inc. 17 54 93 202
The Dreyfus Third Century Fund, Inc. 22 67 114 246
Evergreen Income and Growth Fund 22 69 119 255
Federated U.S. Government Securities Fund: 2-5 years - Institutional 16 49 84 183
Shares
Fidelity Capital & Income Fund 19 60 103 222
Fidelity Contrafund 18 57 97 211
Fidelity Equity-Income Fund 17 53 91 199
Fidelity Magellan(R) Fund 17 53 91 199
Fidelity OTC Portfolio 19 58 99 216
Fidelity Puritan Fund 18 55 95 206
The Investment Company of America(R) 16 50 87 189
MAS Funds Fixed Income Portfolio 15 47 81 177
MFS(R) Growth Opportunities Fund- Class A 26 79 136 288
MFS(R) High Income Fund-Class A 21 65 111 240
Massachusetts Investors Growth Stock Fund - Class A 18 55 94 204
Nationwide(R) Fund 16 51 88 191
Nationwide(R) Growth Fund 17 52 89 194
Nationwide(R) Money Market Fund 16 50 87 190
Neuberger & Berman Guardian Fund, Inc. 19 58 99 214
Putnam Investors Fund-Class A 21 64 110 237
Putnam Voyager Fund-Class A 21 64 110 237
SEI Index Funds - S & P 500 Index Portfolio 13 39 68 149
Seligman Growth Fund, Inc.-Class A 23 70 119 256
Short-Term Investments Trust - Treasury Portfolio - Institutional Class 11 34 59 131
T. Rowe Price International Stock Fund(R) 19 59 102 221
Templeton Foreign Fund - Class I 22 67 115 247
</TABLE>
This Example should not be considered a representation of past or
future expenses. Actual expenses may be greater or lesser than those
shown.
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<PAGE> 13
The purpose of the preceding tables is to assist the Participant in
understanding the various costs and expenses that a Participant will
bear directly or indirectly when investing in the Contract. The table
reflects expenses of the NACo Variable Account as well as the
Underlying Mutual Fund investment options. For a more detailed
explanation of these expenses, see "NACo Variable Account Charges,
Purchase Payments, and Other Deductions." For more and complete
information regarding expenses paid out of the assets of a particular
Underlying Mutual Fund, see the Underlying Mutual Fund's prospectus. In
addition to the expenses shown above, deductions for premium taxes may
also be applicable, depending upon the jurisdiction in which the
Contract is sold (see "Premium Taxes").
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<PAGE> 14
SYNOPSIS
The Contracts described in this prospectus are designed for use in
connection with deferred compensation plans adopted by Member Counties under the
NACo Program. Such Plans qualify for favorable tax treatment under Section 457
of the Code. The Participants generally are not subject to federal income tax on
amounts deferred under such plans until Distributions are received from the
Plan. Purchase Payments made at any time by or on behalf of any Participant must
be at least $20 per month.
Purchase Payments under the Contracts are placed in the NACo Variable
Account. The NACo Variable Account is a unit investment trust with 28
Sub-Accounts of unit values, each reflecting investment results of a different
Underlying Mutual Fund. Amounts equivalent to the obligations of the Company
under each Sub-Account will be invested in the specified Underlying Mutual Fund
(see "Appendix of Participating Funds").
The Company does not deduct a sales charge from Purchase Payments made for
these Contracts. However, in the event of the termination of this Contract and
directions from the Owner to the Company to withdraw all or part of the account
value of the Contract, the Company will, with certain exceptions, deduct from
the Contract Value, on a per Participant basis, a Contingent Deferred Sales
Charge ("CDSC") equal to not more than 4% of the lesser of the total of all
Purchase Payments made prior to the date of the request for withdrawal, or the
amount withdrawn. Absent Contract termination by the Owner, the CDSC provision
will not apply and therefore any full or partial withdrawals made on behalf of a
Participant will not be subject to any CDSC. The CDSC, when applicable, is
imposed to permit the Company to recover sales expenses which have been advanced
by the Company (see "Contingent Deferred Sales Charge").
Any applicable premium taxes can be deducted and will be charged against
the Contracts. If any such premium taxes are payable at the time Purchase
Payments are made, the premium tax deduction will be made from the Contract
prior to allocation to any Underlying Mutual Fund option (see "Premium Taxes").
A daily deduction is made from the NACo Variable Account in an amount
equivalent to an annual rate of up to 0.95% of average account value of the NACo
Variable Account for the Company's contractual promises to accept the mortality
and expense risks and for administration of the NACo Variable Account (see
"Mortality and Expense Risk and Administration Charges"). In addition, the
investment companies whose shares are purchased by the NACo Variable Account
make certain deductions from their assets.
The Contracts provide that the deductions made from Purchase Payments,
Participants' Accounts, the Contingent Deferred Sales Charges, and Actuarial
Risk Fees may be decreased by the Company after the first Contract Year upon
notice to the Owner (see "Modification of the Contract").
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<PAGE> 15
CONDENSED FINANCIAL INFORMATION
ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation Units
At Beginning At End Outstanding At The
Underlying Mutual Fund Of Period Of Period End Of The Period Year
---------------------- ------------ ------------ ------------------ ----
<S> <C> <C> <C> <C>
American Century: Twentieth 1.263551 1.424846 51,280,940 1996
Century Growth 3.359891 4.005400 37,362,979 1995
3.443124 3.359891 38,748,520 1994
3.350122 3.443124 41,912,416 1993
3.533694 3.350122 43,106,409 1992
2.571846 3.533694 31,955,054 1991
American Century: Twentieth 4.005400 4.562802 15,929,074 1996
Century Ultra 0.926489 1.263551 79,405,506 1995
0.970411 0.926489 59,484,505 1994
1.000000 0.970411 21,036,904 1993
The Bond Fund of 2.039710 2.155739 3,393,296 1996
America(SM), Inc. 1.741422 2.039710 6,578,720 1995
1.850918 1.741422 5,740,929 1994
1.637181 1.850918 5,644,051 1993
1.484255 1.637181 4,185,113 1992
1.338732 1.484255 3,262,200 1991*
The Dreyfus Third 2.238323 2.756438 5,449,596 1996
Century Fund, Inc. 1.663803 2.238323 9,402,637 1995
1.814915 1.663803 9,817,673 1994
1.740666 1.814915 10,291,485 1993
1.723855 1.740666 8,918,980 1992
1.503652 1.723855 4,654,790 1991*
Evergreen 1.741651 1.947502 1,070,229 1996
Income and Growth Fund 1.419467 1.741651 2,635,928 1995
(formerly Evergreen Total 1.531292 1.419467 3,343,918 1994
Return Fund) 1.368966 1.531292 10,220,011 1993
1.256090 1.368966 8,701,160 1992
1.146614 1.256090 7,977,105 1991*
Federated U.S. Government 1.195751 1.226751 1,296,431 1996
Securities Fund: 2-5 years - 1.062969 1.195751 2,344,091 1995
Institutional Shares 1.094086 1.062969 1,802,090 1994
1.031362 1.094086 1,501,568 1993
1.000000 1.031362 359,089 1992
Fidelity Capital & 3.712491 4.096488 294,263 1996
Income Fund 3.210584 3.712491 818,785 1995
3.397953 3.210584 900,127 1994
2.746533 3.397953 1,009,928 1993
2.165417 2.746533 1,100,291 1992
1.972198 2.165417 1,260,909 1991*
Fidelity Contrafund 1.315600 1.588961 63,488,282 1996
0.974545 1.315600 86,483,728 1995
0.994981 0.974545 59,048,072 1994
1.000000 0.994981 17,300,194 1993
Fidelity Equity- Income Fund 4.471070 5.359692 21,843,280 1996
3.424310 4.471070 41,090,717 1995
3.448520 3.424310 37,439,255 1994
2.869860 3.448520 30,564,448 1993
2.526472 2.869860 25,417,028 1992
2.283309 2.526472 24,200,256 1991*
Fidelity Magellan(R) Fund 1.301185 1.439440 35,450,214 1996
0.960039 1.301185 63,751,788 1995
0.987051 0.960039 43,410,162 1994
1.000000 0.987051 9,307,585 1993
</TABLE>
*Period from July 1, 1991 (the date Participant accounts of the NACo
Program were transferred from the Nationwide DC Variable Account to the
NACo Variable Account and the NACo Variable Account commenced
operations exclusive to the NACo Program).
(Continued on next page)
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<PAGE> 16
CONDENSED FINANCIAL INFORMATION (Continued)
ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation Units
At Beginning At End Outstanding At The
Underlying Mutual Fund Of Period Of Period End Of The Period Year
---------------------- ------------ ------------ ------------------ ----
<S> <C> <C> <C> <C>
Fidelity OTC Portfolio 1.371346 1.680710 4,002,730 1996
1.001544 1.371346 3,611,136 1995
1.000000 1.001544 414,031 1994
Fidelity Puritan Fund 1.154955 1.317344 8,701,486 1996
0.959935 1.154955 11,375,851 1995
1.000000 0.959935 3,191,039 1994
The Investment 1.498194 1.771097 14,871,400 1996
Company of America(R) 1.157835 1.498194 21,189,283 1995
1.167040 1.157835 15,911,747 1994
1.055548 1.167040 9,316,764 1993
1.000000 1.055548 1,904,764 1992
MAS Funds Fixed Income 1.156444 1.229760 554,865 1996
Portfolio 0.980782 1.156444 461,663 1995
1.000000 0.980782 16,059 1994
MFS(R) Growth 6.114190 7.380232 1,022,657 1996
Opportunities Fund-Class A 4.589533 6.114190 2,209,754 1995
4.834037 4.589533 2,656,048 1994
4.200054 4.834037 6,486,767 1993
3.936838 4.200054 6,897,026 1992
3.656615 3.936838 7,710,706 1991*
MFS(R) High 4.949752 5.518160 1,009,326 1996
Income Fund- Class A 4.265493 4.949752 1,898,625 1995
4.422523 4.265493 1,736,718 1994
3.739642 4.422523 1,666,484 1993
3.225557 3.739642 1,036,199 1992
2.894993 3.225557 817,803 1991*
Massachusetts Investors 8.942612 10.880822 491,538 1996
Growth Stock Fund - 7.034148 8.942612 877,034 1995
Class A 7.613442 7.034148 876,723 1994
6.714892 7.613442 837,196 1993
6.368639 6.714892 711,003 1992
5.100857 6.368639 559,059 1991
Nationwide(R) 12.191058 14.964379 1,456,965 1996
Fund 9.468045 12.191058 2,755,666 1995
9.502760 9.468045 2,754,540 1994
8.985447 9.502760 2,950,704 1993
8.810680 8.985447 3,032,348 1992
7.837093 8.810680 2,238,323 1991*
Nationwide(R) 2.667201 3.083008 1,157,824 1996
Growth Fund 2.092009 2.667201 2,409,384 1995
2.081399 2.092009 2,602,594 1994
1.887524 2.081399 6,293,504 1993
1.792687 1.887524 5,507,203 1992
1.498853 1.792687 4,283,563 1991*
Nationwide(R) Money 2.774433 2.884848 6,821,937 1996
Market Fund** 2.654661 2.774433 15,458,252 1995
2.583387 2.654661 14,664,113 1994
2.542721 2.583387 15,887,549 1993
2.487178 2.542721 17,431,451 1992
2.437912 2.487178 20,546,392 1991*
</TABLE>
* Period from July 1, 1991 (the date Participant accounts of the NACo
Program were transferred from the Nationwide DC Variable Account to the
NACo Variable Account and the NACo Variable Account commenced
operations exclusive to the NACo Program).
** The 7-day yield on the Nationwide(R) Money Market Fund as of December
31, 1996 was 3.89%.
(Continued on next page)
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<PAGE> 17
CONDENSED FINANCIAL INFORMATION (Continued)
ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation Units
At Beginning At End Outstanding At The
Underlying Mutual Fund Of Period Of Period End Of The Period Year
---------------------- ------------ ------------ ------------------ ----
<S> <C> <C> <C> <C>
Neuberger & Berman Guardian 1.250781 1.460410 6,973,153 1996
Fund, Inc. 0.955773 1.250781 7,940,457 1995
1.000000 0.955773 907,272 1994
Putnam Investors 11.305164 13.594501 1,545,059 1996
Fund-Class A 8.297318 11.305164 2,260,621 1995
8.652501 8.297318 2,145,377 1994
7.410567 8.652501 1,975,963 1993
6.934213 7.410567 1,682,860 1992
6.383603 6.934213 1,597,104 1991*
Putnam Voyager 2.752130 3.074879 22,936,312 1996
Fund-Class A 1.982311 2.752130 27,203,903 1995
1.992379 1.982311 19,751,850 1994
1.698751 1.992379 12,946,038 1993
1.563079 1.698751 5,917,563 1992
1.256187 1.563079 1,655,847 1991*
SEI Index Fun - S & P 500 1.000000 1.139331 4,129,102 1996
Index Portfolio
Seligman Growth 8.934609 10.720312 381,977 1996
Fund, Inc.-Class A 7.020585 8.934609 616,776 1995
7.370495 7.020585 582,039 1994
6.989639 7.370495 538,601 1993
6.340967 6.989639 364,304 1992
5.483042 6.340967 308,224 1991*
Short-Term Investments 1.119630 1.168909 1,151,812 1996
Trust-
- - Treasury Portfolio - 1.066889 1.119630 1,524,715 1995
Institutional Class 1.034183 1.066889 1,223,255 1994
1.012172 1.034183 500,957 1993
1.000000 1.012172 246,584 1992
T. Rowe Price International 1.025854 1.178559 9,304,599 1996
Stock Fund(R) 0.929695 1.025854 10,412,582 1995
1.000000 0.929695 4,482,375 1994
Templeton Foreign Fund - 1.040054 1.215580 13,461,397 1996
Class I 0.944596 1.040054 16,316,118 1995
1.000000 0.944596 6,972,585 1994
</TABLE>
* Period from July 1, 1991 (the date Participant accounts of the NACo Program
were transferred from the Nationwide DC Variable Account to the NACo Variable
Account and the NACo Variable Account commenced operations exclusive to the NACo
Program).
*** The 7-day yield on the Short-Term Investments Trust - Treasury Portfolio -
Institutional Class as of December 31, 1996 was 4.52%.
The SEI Index Funds - S&P Index Portfolio first became effective on May 1, 1996,
in conjunction with this Plan. Accordingly, information for this fund is not
available at this time.
15
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<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY
Nationwide Life Insurance Company (the "Company") is a stock life insurance
company organized under the laws of the State of Ohio in March, 1929. The
Company is a member of the "Nationwide Insurance Enterprise", with its Home
Office at One Nationwide Plaza, Columbus, Ohio 43215. The Company offers a
complete line of life insurance, including annuities and accident and health
insurance. It is admitted to do business in all states, the District of
Columbia, the Virgin Islands, and Puerto Rico.
THE NACO VARIABLE ACCOUNT
NACo Variable Account was established by the Company on September 7, 1988,
pursuant to the provisions of Ohio law. NACo Variable Account has been
registered with the Securities and Exchange Commission as a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940. Such
registration does not involve supervision of the management of the NACo Variable
Account or the Company by the Securities and Exchange Commission.
The net Purchase Payments applied to the NACo Variable Account are invested
in shares of the Underlying Mutual Funds available under the terms of the
Contract. The NACo Variable Account is divided into 28 Sub-Accounts of
Accumulation Units, each of which represents a separate Underlying Mutual Fund
(see "Appendix Participating Funds" for a description of the investment
objective of each Underlying Mutual Fund).
Each Sub-Account in the NACo Variable Account is administered and accounted
for as a part of the separate account, but the income, capital gains or losses
of each Sub-Account are credited to or charged against the assets held for that
Sub-Account in accordance with the terms of each Contract, without regard to
other income, capital gains or losses of any other Sub-Account, or arising out
of any other business the Company may conduct. The assets within each
Sub-Account are not chargeable with liabilities arising out of the business
conducted by any other Sub-Account, nor will the NACo Variable Account as a
whole be chargeable with liabilities arising out of any other business the
Company may conduct.
VOTING RIGHTS
The NACo Variable Account will be owner of record of all Underlying Mutual
Fund shares purchased by the respective account until such Underlying Mutual
Fund shares are sold, but all securities will be held for the benefit of the
Owners of the Contracts. In accordance with its view of present applicable law,
the Company will vote the shares of the Underlying Mutual Funds held in the NACo
Variable Account at regular and special meetings of the shareholders of the
Underlying Mutual Funds in accordance with instructions received from the
Owners. The Company or its designee will mail to each Owner at its last known
address all periodic reports and proxy material of the applicable Underlying
Mutual Fund, and a form with which to give voting instructions. Any Underlying
Mutual Fund shares as to which no timely instructions are received will be voted
by the Company in the same proportion as the instructions received from all
persons furnishing timely instructions. An Owner's voting rights may decrease
with the cancellation of Accumulation Units to make annuity payments.
PERIODIC REPORTS
The Company or its designee will, semi-annually, provide to each person
covered by a Contract, a Statement of Assets, Liabilities and Contract Owners'
Equity and a Statement of Operations and Changes in Contract Owners' Equity of
the NACo Variable Account. Each Participant and Retired Participant will also be
informed, periodically, of the number of Accumulation Units credited to his or
her account as well as the total account value.
The current prospectus of the NACo Variable Account will be made available
to Participants through the Owner. In addition, the Owner may, under the terms
of the Plan, have an obligation to furnish additional information to
Participants, such as: a notice of any changes in the Plan, or tax status of the
Plan and the financial condition of the Owner as it relates to obligations under
the Plan.
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<PAGE> 19
NACO VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS AND OTHER DEDUCTIONS
CONTINGENT DEFERRED SALES CHARGE
No deduction for a sales charge is made from the Purchase Payments for
these Contracts. However, a Contingent Deferred Sales Charge ("CDSC"), when it
is applicable, will be used to cover expenses relating to the sale of the
Contracts, including compensation paid to sales personnel, the costs of
preparation of sales literature, and other promotional activity. The Company
attempts to recover its Distribution costs relating to the sale of the Contracts
from a Contingent Deferred Sales Charge. Any shortfall will be borne by the
Company from surplus held in its General Account, which may indirectly include
portions of the Actuarial Risk Fee, since the Company intends to generate a
profit from this fee.
If the Owner terminates the Contract in accordance with the Section
entitled "Suspension and Termination", and directs the Company to withdraw all
or part of the Contract Value, the Company will assess a CDSC against the amount
withdrawn, by deducting an amount from each Participant's Account as indicated
below. For purposes of the CDSC, withdrawals under a Contract come first from
the Purchase Payments which have been on deposit under the Contract for the
longest time period.
For withdrawals made through December 31, 1997, the CDSC will be the lesser
of (i) and (ii) shown below, where:
(i) is the lesser of 4% of the Purchase Payments made on behalf of a
Participant prior to the date of the withdrawal, or 4% of the amount
withdrawn; and
(ii) is the lesser of the applicable percentage set forth in the table
below multipled by the Purchase Payments made on behalf of a
Participant prior to the date of withdrawal, or the applicable
percentage set forth below multiplied by the amount withdrawn.
For withdrawals made after December 31, 1997, the CDSC will be the lesser
of (iii) and (iv) below, where:
(iii) is the lesser of 2% of the Purchase Payments made on behalf of a
Participant prior to the date of the withdrawal, or 2% of the amount
withdrawn; and
(iv) is the lesser of the applicable percentage set forth in the table
below multiplied by the Purchase Payments made on behalf of a
Participant prior to the date of withdrawal, or the applicable
percentage set forth below multiplied by the amount withdrawn.
Notwithstanding the above, the Contingent Deferred Sales Charge will not
apply to any withdrawals made on or after January 1, 2001.
<TABLE>
<CAPTION>
Number of Completed
Contingent Deferred Years of Participation
Sales Charge Percentage (Beginning July 1, 1985)
----------------------- ------------------------
<S> <C>
4% 1 Through 12
3% 13
2% 14
1% 15
0% 16 And After
</TABLE>
Years of participation credited toward the CDSC schedule as set forth above
may only be those earned beginning with the date of a Participant's first
deferral deposited in the Contracts.
MORTALITY AND EXPENSE RISK AND ADMINISTRATION CHARGES
The Contracts contain purchase rates applicable at and after retirement.
These purchase rates may be used to determine the Retirement Income Payments to
be made by the Owner to Participants in accordance with the terms of the Plan.
However, the Owners have contracted with the Company to provide Retirement
Income Payments.
Under the terms of the Contracts, the Company assumes the risk that the
actuarial estimate of mortality rates among Retired Participants may prove
erroneous and amounts set aside for retirement income benefits on the basis of
such estimate may prove inadequate.
For the Company's contractual promise to accept these risks and for the
administrative costs associated with the NACo Variable Account, the Contracts
provide for the daily deduction of an Actuarial Risk Fee (see "Glossary of
17
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<PAGE> 20
Terms"). The deduction is based on the daily value of the applicable NACo
Variable Account Sub-Account, and is equivalent to a maximum of 0.95% on an
annual basis (0.10% for the mortality risk, 0.40% for the expense risk, and
0.45% for administration of the NACo Variable Account). The 0.45% administration
portion of the Actuarial Risk Fee has been set at a level to recover no more
than the actual cost associated with administering the Contracts. If this
Actuarial Risk Fee is insufficient to cover the actual cost of the mortality
risk, the expense risk, or the administrative costs, the loss will be borne by
the Company. Conversely, if the Actuarial Risk Fee proves more than sufficient,
the excess will be a profit to the Company. If total assets of a Plan under the
NACo Program exceed $10 million, as of the specified date each year, the 0.45%
Administrative portion of the Actuarial Risk Fee will be reduced on a sliding
scale corresponding to total assets of a plan under the NACo Program (see
"Summary of Contract Expenses"). This reduction reflects the lower cost per
Participant to administer larger asset pools.
PREMIUM TAXES AND OTHER EXPENSES
The Company will charge against Purchase Payments or the Contract Value the
amount of any premium taxes levied by a state or any other governmental entity
upon annuity considerations received by the Company. Premium tax rates currently
in effect in certain states range from 0% to 3.5% per annum. This range is
subject to change. Purchase Payments may be reduced or Accumulation Units
cancelled to recover premium taxes assessed.
There are deductions and expenses paid out of the assets of the Underlying
Mutual Funds (see "Underlying Mutual Fund Annual Expenses") that are more fully
described in the prospectus for the Underlying Mutual Funds.
EXPERIENCE CREDITS
The Contracts described herein either are participating or nonparticipating
depending on the state of issue. A participating Contract provides the right to
participate in the distribution of surplus of the Company. In the event that
Actuarial Risk Fees collected under this Contract accrue to the Company in
excess of an amount deemed necessary at the sole discretion of the Company's
Board of Directors, such excess may be allocated to the Contract by purchasing
additional Accumulation Units and crediting such additional units to the
Participant Accounts. There have not been any such experience credits on
participating Contracts to date. The Company cannot offer any assurance that
there will be experience credits under its participating contracts in the
future. With respect to nonparticipating contracts, there is no right to
participate.
EXPENSES OF THE NACO VARIABLE ACCOUNT
The NACo Variable Account's total expenses for the fiscal year ended
December 31, 1996 were 0.88% of the average net assets on an annualized basis.
Deductions from and expenses paid out of the assets of the Underlying Mutual
Funds are described in the prospectus of each Underlying Mutual Fund.
DESCRIPTION OF THE CONTRACTS
PURPOSE OF THE CONTRACTS
The Contracts described in this prospectus are Group Flexible Fund
Retirement Contracts designed to fund Plans adopted by Member Counties under the
NACo Program established under Section 457 of the Code. A single group Contract
is issued to the Owner, covering all present and future participating employees.
The Company will issue a certificate to the Owner for delivery to each Retired
Participant or other person for whom an Optional Retirement Income Form is
purchased, setting forth in substance the benefits to which such person is
entitled. In addition, if any applicable law requires, the Company will issue a
descriptive certificate to the Owner for delivery to any such person required by
law to receive such certificate, setting forth in substance the benefits to
which such person is entitled. For purposes of determining benefits payable
under the Plan, an individual accumulation account is established for each
Participant. The frequency of Purchase Payments is normally monthly, but may be
adjusted to fit the payroll practices of the Owner. Purchase Payments made at
any time by or on behalf of any Participant must be at least $20 per month.
The basic objectives of the Contracts are to provide each Participant with
an initial Retirement Income Payment, which will tend to reflect the changes
which have occurred in the cost of living during pre-retirement years (without
the necessity of increased Purchase Payments to keep pace with any increase in
the cost of living which might occur during those years), and to provide
subsequent Retirement Income Payments which will tend to vary with the cost of
living changes during his or her retired lifetime. The Company seeks to
accomplish these objectives by applying purchase rates contained in the Contract
to the amounts accumulated through investment in Underlying Mutual Funds.
Notwithstanding the foregoing, there is no assurance that these objectives will
be attained. Historically, the value of a diversified portfolio of common stocks
held for an extended period of time has tended to rise during
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<PAGE> 21
periods of inflation. There has, however, been no exact correlation, and for
some periods, the prices of securities have declined while the cost of living
was rising.
MODIFICATION OF THE CONTRACT
Contract provisions with respect to the deductions made from Purchase
Payments, Participant Accounts, the Contingent Deferred Sales Charges, if
applicable, and Actuarial Risk Fees may be decreased upon notice to the Owner.
Other than as set forth above, the Company reserves the right to change all
other provisions of the Contract by giving notice to the Owner not less than 90
days before the effective date of the change.
CONTRACT RIGHTS AND PRIVILEGES AND ASSIGNMENTS
The Contract belongs to the Owner provided, however, that under Code
Section 457 Plans, the Owner must hold the Contract for the exclusive benefit of
the Plan's participants and beneficiaries. All contractual rights and privileges
may be exercised by the Owner, subject to any rights specifically reserved in
the Plan for Participants as a group or as individuals. With respect to 457
Plans, the Owner may not take any action inconsistent with the rights of such
457 Plan's participants. The Contract may not be assigned.
EXCHANGE PRIVILEGE
The Company will permit the Owner, or the Participant if the Plan so
provides, to exchange amounts among the Sub-Accounts as frequently as permitted
by the Plan, subject to the limits and rules set by each Underlying Mutual Fund.
For those Contracts where the Owner has elected an exchange privilege, there
will be no charge for exchanges among the Sub-Accounts.
The Company will also permit the Participant to utilize the Telephone
Exchange Privilege, for exchanging amounts among Sub-Accounts, if forms are
executed by the Contract Owner and Participant agreeing with certain
restrictions applicable to such privilege.
Telephone exchange requests must be received by the Company by the close of
the New York Stock Exchange in order to receive that day's closing Sub-Accounts
price. A telephone exchange request may not be revoked once instructions have
been recorded and accepted. If the Participant is unable to execute an exchange
request by telephone (for example, during times of unusual market activity), the
Participant might consider placing the exchange order by mail. The Company will
employ reasonable procedures to confirm that instruction communicated by
telephone are genuine. Such procedures may include any or all of the following,
or such other procedures as the Company may, from time to time, deem reasonable:
requesting identifying information, such as name, contract number, Social
Security Number, and/or personal identification number; tape recording all
telephone transactions; and providing written confirmation thereof to the Owner
or Participant and any agent of record, at the last address of record. Failure
to follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers. However, any
losses incurred pursuant to actions taken by the Company in reliance on
telephone instructions reasonably believed to be genuine shall be borne by the
Participant. The Company may determine to withdraw the Telephone Exchange
Privilege, upon 30 days written notice to Contract Owners and Participants.
On the date the Company receives an exchange request in good order, which
includes all of the information necessary for processing the request, the
Company will transfer the amount to be converted. Such transfers will be based
on the Accumulation Unit Values of the affected Sub-Accounts if received at the
Company's Home Office by the close of the New York Stock Exchange on a day on
which the New York Stock Exchange is open for business. If the exchange request
is received after the close of the New York Stock Exchange on any day, or on a
day the New York Stock Exchange is closed for business, the transfer will be
based on the next business day on which the New York Stock Exchange is open.
For those Plans funded by this Contract and Nationwide's Group Fixed Fund
Retirement Contract, the Owner, or the Participant if the Plan so provides, may
exchange Accumulation Units between any Sub-Account of the NACo Variable Account
and the Group Fixed Fund Retirement Contract. Exchanges from the deposit fund to
any Sub-Account of the NACo Variable Account will be subject to the limitations
of the Group Fixed Fund Retirement Contract. Exchanges will be effected when
received in good order by the Company at its Home Office.
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SUSPENSION AND TERMINATION
The Contract may be suspended at the option of the Company on written
notice to the Owner if: (a) the Owner has failed to remit to the Company any
Purchase Payment specified in the Plan; or (b) if the Company does not accept an
amendment to the Plan, filed with the Company by the Owner, which in the
Company's opinion would adversely affect its financial experience with respect
to the Contract. The Owner may suspend the Contract upon 90 days written notice
to the Company. Suspension of the Contract will become effective as of the
ninety-first (91st) day following receipt of written notice by the Company.
Suspension of the Contract shall mean only that no further Purchase Payments
will be accepted by the Company except by mutual consent, and all other terms of
the Contract shall continue to apply. After suspension of the Contract has
become effective, the Owner may, upon 30 days written notice, terminate the
Contract. Termination of the Contract will become effective as of the 31st day
following receipt of written notice by the Company. Upon termination of the
Contract, the Company will pay to the Owner the redemption value, subject to
applicable charges, plus the balance of the annual premiums transferred from the
NACo Variable Account to the General Account for payment of variable Retirement
Income benefits under retirement Options B1 and B2 (see "Optional Retirement
Income Forms"). Payment of redemption values may be suspended when redemption of
Underlying Mutual Fund shares are suspended as provided in the section entitled
"Redemption of Participant Accounts." Payment of any amounts under this section
will be subject to any applicable CDSC (see "Contingent Deferred Sales Charge").
Upon such termination by the Owner, payment of Contract Values will be subject
to any applicable Contingent Deferred Sales Charge.
APPLICATION OF PURCHASE PAYMENTS
The Company shall receive Purchase Payments from the Owner in accordance
with the requirements of the Plan. Net Purchase Payments received on behalf of
Participants will be applied by the Company to purchase Accumulation Units of
Sub-Accounts in the NACo Variable Account in accordance with the instructions of
the Owner. Purchase Payments made at any time by or on behalf of each
Participant must be at least $20 per month. Payments must be no less than
monthly, unless agreed to by the Company.
An initial Purchase Payment will be priced not later than 2 business days
after receipt of an order to purchase, if the application of the Participant and
all information necessary for processing the purchase order are complete upon
receipt by the Company. The Company may retain the Purchase Payment for up to 5
business days while attempting to complete an incomplete application. If the
application cannot be made complete within 5 business days, the Owner will be
informed of the reasons for the delay and the Purchase Payment will be returned
immediately unless the Owner consents to the Company retaining the Purchase
Payment until the application of the Participant is made complete. Upon
completion of such incomplete application, the Purchase Payment will be priced
within 2 business days. Purchase Payments will not be priced on days when the
New York Stock Exchange is not open for business.
ADDITIONAL PURCHASE PAYMENT PRIOR TO COMMENCEMENT OF ANNUITY PAYMENTS
The Owner shall have the right to make one additional Purchase Payment in
respect to a Participant for the purpose of increasing Retirement Income
Payments. Notice of such payment shall be given to the Company at the time the
notice to distribute is given, and such additional Purchase Payment must be made
no later than the last business day prior to the date upon which Retirement
Income Payments are to commence. Any such additional Purchase Payment shall be
subject to any applicable premium taxes. The annuity rates provided under this
Contract at the time of issue shall be applicable to the entire value, including
any such additional Purchase Payment, of such account which does not exceed five
times the Purchase Payment allocated to such account prior to the date notice to
distribute is given. Any excess amount may be applied at annuity rates then
offered by the Company for contracts of the same type as this Contract.
CREDITING ACCUMULATION UNITS
When a Purchase Payment is received by the Company, the net Purchase
Payment for each Sub-Account is applied separately to provide Accumulation Units
which are credited to a Participant Account in accordance with the instructions
of the Owner. The number of Accumulation Units (calculated daily) credited to
each Participant Account for each Sub-Account is determined by dividing the net
Purchase Payment allocated to that Sub-Account for that Participant by the value
of the Accumulation Unit for that Sub-Account next computed following of the
Purchase Payment by the Company. The net Purchase Payment for each Participant
is the total Purchase Payment for that Participant less any taxes then payable.
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NACO VARIABLE ACCOUNT ACCUMULATION UNIT VALUE
The value of an Accumulation Unit for each Sub-Account was established at a
value equal to the accumulation unit value of the corresponding Sub-Account of
the Nationwide DC Variable Account on January 2, 1990. The Nationwide DC
Variable Account is a segregated investment account of the Company in which
Member Counties formerly held Contracts. The value of an Accumulation Unit for
each new Sub-Account added to the NACo Variable Account after January 2, 1990,
will be established at $1.00 as of the date Underlying Mutual Fund shares are
available for purchase for that Sub-Account. The value of Accumulation Units for
any Sub-Account for any subsequent business day is determined by multiplying the
value for the preceding business day by the Net Investment Factor for that
Sub-Account for the period since that day (see the section entitled "Net
Investment Factor"). A business day is any day on which the New York Stock
Exchange is open for trading or any other day during which there is a sufficient
degree of trading of the Underlying Mutual Fund shares that the current net
asset value of their Accumulation Units might be materially affected.
Accumulation Units are calculated on a daily basis.
ALLOCATION OF PURCHASE PAYMENTS
The Owner or Participant must specify the proportion of the Purchase
Payments to be applied to provide benefits under any Sub-Account of the NACo
Variable Account. The Company will permit the Owner, or the Participant if the
Plan so permits, to change the allocation percentages among Sub-Accounts for
subsequent Purchase Payments, provided that no change may be made which would
result in an amount less than 1% of the payment being allocated to any
Sub-Account for any Participant. The Company will permit such allocation changes
as frequently as permitted by the Plan. A change in allocation percentages will
not affect Accumulation Units of any Sub-Account resulting from Purchase
Payments made before the change.
VALUATION OF AN ACCOUNT
The sum of the value of all Accumulation Units credited to the Participant
Account in respect of the Participant is the Participant Account Value. Purchase
Payments are allocated among the Sub-Accounts of the NACo Variable Account in
accordance with the instructions of the Owner.
The value of a Participant's Account on any day can be determined by
multiplying the total number of Accumulation Units credited to the account for
each Sub-Account by the current Accumulation Unit Value for that Sub-Account in
respect of the Participant. Each Participant and the Owner will be advised
periodically of the number of Accumulation Units credited to his or her account
for each Sub-Account, the current Accumulation Unit Values, and the total value
of his or her account. Such reports to Participants are for informational
purposes only and should not be interpreted to mean that a Participant has any
rights with respect to his or her account beyond that provided by the Owner in
accordance with the terms of the Plan.
The Participant and Owner should review the information in these reports
carefully. All errors or corrections must be reported to the Company immediately
to assure proper crediting to the Contract and appropriate Sub-Accounts. The
Company will assume all transactions are accurate unless the Participant or the
Owner notifies the Company otherwise within 30 days after receipt of the report.
The principal underwriter and distributor of the Contracts is Nationwide
Advisory Services, Inc. ("NAS"), One Nationwide Plaza, Columbus, Ohio, 43215.
REDEMPTION OF PARTICIPANT ACCOUNTS
The Owner's right to redeem Participant Accounts, either fully or
partially, will be governed by the terms of the Plan which the Contract is
issued to fund. It should be recognized that the value of the investment on
redemption can be more or less than its cost. All such payments will be made by
the Company to the Owner. It is the Owner's obligation to distribute such
payments to a Participant. The Company may undertake the obligation on behalf of
the Owner to distribute such payments directly to a Participant by agreement
with the Owner. To the extent permitted by the Plan, a Participant Account may
be redeemed fully or partially at any time prior to the date Retirement Income
Payments commence for the Participant under either Option B1 or B2. No partial
redemption will directly affect future requirements to make Purchase Payments
for that Participant nor his or her retirement date. If the Contract is
terminated by the Owner, all Participant Accounts in the NACo Variable Account
will be redeemed to the extent permitted by the Plan, and such Participant
Accounts will be subject to any applicable CDSC. However, absent Contract
termination by the Owner, the CDSC provision will not apply and therefore any
full or partial redemptions made on behalf of a Participant will not be subject
to any CDSC (see "Contingent Deferred Sales Charge").
A request for a partial redemption of a Participant Account containing more
than one Sub-Account of Accumulation Units must specify the allocation of the
partial redemption among the Sub-Accounts of Accumulation Units. However, if no
such direction is contained in the request for a partial redemption, the Company
may pro-rate
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the redemption among the applicable Sub-Accounts of Accumulation Units. Upon
receipt at the Company's Home Office of a written request for a full or partial
redemption of a Participant Account, the Company will determine the value of the
number of Accumulation Units redeemed at the Accumulation Unit Value next
computed following receipt of such written request by the Company. Payment of
any such amount will be made to the Owner with reasonable promptness, and in any
event, within 7 days of the date the request is received by the Company. Payment
of redemption values may be suspended when redemption of the Underlying Mutual
Fund shares is suspended (i) during any period in which the New York Stock
Exchange is closed, or (ii) in the event that the Securities and Exchange
Commission may by order direct for the protection of Owners or Participants.
Instead of a lump sum Distribution of a full or partial redemption, the Owner,
or Participant if permitted by the Plan, may elect to have that amount paid out
in installments under Option A1 or A2, subject to the minimums applicable to
these options.
DISTRIBUTION OF PARTICIPANT ACCOUNTS (RETIREMENT PERIOD)
RETIREMENT INCOME PAYMENTS
The period during which a Participant Account is paid out in periodic
installments is known as the Distribution Period. Because periodic Distributions
will normally be made after the Participant retires, the Distribution Period is
also called the retirement period. All such periodic Distributions will be made
by the Company to the Owner. It is the Owner's obligation to pay such amounts to
a Participant. The Company may undertake the obligation on behalf of the Owner
to pay such amounts directly to a Participant by agreement with the Owner.
Retirement Income Payments under Options B1 and B2 are determined on the basis
of (i) the mortality tables specified in the Contract, (ii) the adjusted age of
the Retired Participants, (iii) the type of Retirement Income Payment option(s)
selected, and (iv) in the case of variable payments, the investment performance
of the specific NACo Variable Account Sub-Account elected. While the Company may
be obligated to make variable Retirement Income Payments under the Contract, the
amount of each such payment is not guaranteed. The dollar amount of variable
payments will reflect investment gains and losses, and investment income of the
NACo Variable Account Sub-Account on which they are based, but they will not be
affected by adverse mortality experience or by an increase in the Company's
expenses above the amount provided for in the Contracts.
ELECTION OF INCOME FORM AND DATE
The Contracts provide for Retirement Income Payments to begin on the date
and under the retirement options elected in accordance with the Plan. At least
one month prior to a Participant's Retirement Commencement Date (see "Glossary
of Terms"), the Contract Owner may by written election to the Company at its
home office, elect any one of the retirement income options described in this
prospectus. The Plan may restrict changes in election of retirement income
options.
ALLOCATION OF RETIREMENT INCOME
Upon retirement, Accumulation Units in a Participant's Account may be used
to purchase a fixed dollar annuity for the Participant. For Participants
electing Options A1 or A2 as described in this prospectus, Accumulation Units in
a Participant's Account of any Sub-Account in the NACo Variable Account will be
used to provide variable Retirement Income Payments as described further in this
prospectus.
FIXED DOLLAR ANNUITY
A Fixed Dollar Annuity is an annuity with payments which are guaranteed as
to dollar amount during the retirement period. The first fixed dollar payment
will be determined by applying the value of the General Account contract to the
applicable Annuity Table in accordance with the Optional Retirement Income Form
elected. This will be done at the retirement date. Fixed dollar annuity payments
after the first will not be less than the First Fixed Dollar Annuity payment.
The availability of fixed dollar annuity contracts under a particular Plan is
subject to the election of the Owner.
MINIMUM PAYMENT
If the present value of the Participant's accrued benefit at the time of
retirement is less than $3,500, the Company shall have the right to make a lump
sum Distribution to such Retired Participant.
DEATH BENEFIT BEFORE RETIREMENT
In the event a Participant dies before his or her retirement income
commences, a death benefit equal to the value of such Participant Account will
be paid as provided by the Plan upon (1) the Company's receipt and
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verification of proof of death; and (2) the Company's verification of
Beneficiary designations. If the Plan so provides, a Beneficiary may elect
either to receive such value in a lump sum or to apply it under any of the
Optional Retirement Income Forms contained in the Contract, subject to the
minimums applicable to such optional forms. Monthly payments due under such
options may be fixed, variable, or a combination of fixed and variable.
OPTIONAL RETIREMENT INCOME FORMS
The availability of the following Optional Retirement Income Forms are
subject to the election of the Owner:
OPTION A1 - Payments for a Designated Period. Payments will be made monthly
for any specified number of years not to exceed 30 years. The amount of each
variable payment will be determined by multiplying (a) by (b) where (a) is the
Accumulation Unit Value for the date the payment is made and (b) is the number
of Accumulation Units applied under this option divided by the number of
payments selected. Exchanges between the investment options are permitted
subject to limitations outlined in the Company's Group Fixed Fund Retirement
Contract. A period certain payment period of less than 5 years for a Participant
who has less than a minimum of 5 Participant Account Years would result in
imposition of the applicable Contingent Deferred Sales Charge.
OPTION A2 - Payments of a Designated Amount. Payments will be made monthly
in equal installments (not less than $25 per month) until the amount applied,
adjusted each Valuation Date for investment results, is exhausted. The final
installment will be the sum remaining with the Company. Payments under this
option which result in a payment period of less than 5 years for a Participant
who has less than 5 Participant Account Years would result in imposition of the
applicable Contingent Deferred Sales Charge. Exchanges between the investment
options are permitted subject to limitations outlined in the Company's Group
Fixed Fund Retirement Contract.
OPTION B1 - Life Income with Payment Certain. Payments will be made monthly
during the lifetime of an individual with payments made for a period certain of
60, 120, 180, 240, 300 or 360 months as elected. If the individual dies before
the end of the period certain, level payments will continue to the designated
Beneficiary during the remainder of the selected period certain.
OPTION B2 - Joint and Survivor Life Income. Payments will be made monthly
during the joint lifetime of a Participant and a designated Beneficiary.
Payments will continue to be made as long as either is living. This option will
permit the choice of 100%, 75%, 66 2/3% or 50% of the original payment amount to
be paid to the Beneficiary. Payments will stop with the last payment due prior
to the death of the Beneficiary. If the Beneficiary predeceases the designated
Annuitant, then payments continue at 100% to the designated Annuitant.
OTHER FORMS AND BENEFIT PAYMENTS - With the consent of the Company, the
amount due upon Distribution may be applied on any other mutually agreeable
basis.
Exchanges processed while Participants are receiving payments under Options
A1 may change the number of Accumulation Units remaining. In this event, the
payment amount must be recalculated.
On the date on which Retirement Income Payments under Option B1 or B2 or
any other Retirement Income Payment measured by a life or lives commence in
respect of a Participant, all Accumulation Units (or the number thereof
appropriate to the election made) in any Sub-Account will be canceled.
DEATH OF RETIRED PARTICIPANT
If any Retired Participant dies while receiving payments, any death benefit
payable will be determined in accordance with the Retirement Income Form
elected. Calculation of the present value of any remaining payments certain for
purposes of making a lump sum payment will be based on the same assumed
investment rate used by the Company in determining the payments certain prior to
the death of the Retired Participant.
WITHDRAWAL
If permitted by the Plan, any amount remaining under Option A1 or A2 may be
withdrawn, or if that amount is at least $5,000, it may be applied under either
Option B1 or B2, subject to the minimum payment requirements described
previously. Unless prohibited by the Plan, a Beneficiary receiving payments
certain under Option B1 after the death of a Retired Participant may elect at
any time to receive the present value at the current dollar amount of the
remaining number of payments certain in a single payment, calculated on the
basis of the assumed investment rate used in computing the amount of the
previous payments.
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FREQUENCY OF PAYMENT
At the election of the Retired Participant, and with the consent of the
Owner, payments made under any option may be made annually, semi-annually, or
quarterly instead of monthly. Any change in frequency of payments must be on the
anniversary of the commencement of Retirement Income Payments.
DETERMINATION OF PAYMENTS UNDER OPTIONS A1 AND A2
Monthly payments under Options A1 and A2 will be determined in the manner
set forth in the description of the options. As each payment is made under
either of these options, a number of Accumulation Units equal in value to the
payment will be canceled.
DETERMINATION OF PAYMENTS UNDER OPTIONS B1 AND B2
Variable monthly payments under Options B1 and B2 will be determined
annually and will remain level throughout the year. Each year, as of the
anniversary of the commencement of Retirement Income Payments, a new variable
monthly payment will be determined and that new payment will remain level for
that year. An adjusted age is used to determine the amount of monthly payment
for each year. Such adjusted age may not be the same as the actual age of the
Retired Participant.
DETERMINATION OF AMOUNT OF VARIABLE MONTHLY PAYMENTS FOR FIRST YEAR
In determining the amount of Retirement Income Payments under Options B1
and B2, the value held on behalf of a Participant is determined by multiplying
the number of Accumulation Units in each Sub-Account for that account by the
Accumulation Unit value for that Sub-Account on the last business day of the
second calendar week immediately preceding the date on which the first payment
is due.
The first year variable monthly payment for each Sub-Account is determined
by dividing the value of the Accumulation Units of that Sub-Account in the
Participant Account by the amount required to provide $1 per month (the purchase
rate).
Once the first year's variable monthly payment amount has been determined
for a Participant, the Company will deduct the annual premium from the
Participant Account. This deduction is made by canceling a number of
Accumulation Units in the Participant Account equal in value to the annual
premium. The allocation of the annual premium between Sub-Account will be in
such relationship as the monthly payments from each Sub-Account have to each
other.
The annual premium is calculated so that if there are no partial
redemptions (and therefore no Underlying Mutual Fund dividends have been taken
in cash) the payee will receive level annual payments if the net investment
factor, on an annual basis, is equal to the Assumed Investment Rate plus an
amount equal to the annual administrative charge. Payments for subsequent years
will be smaller than, equal to, or greater than the payments received during the
initial year, depending on whether the actual net investment result on an annual
basis of a Sub-Account is smaller than, equal to, or greater than the Assumed
Investment Rate.
DETERMINATION OF AMOUNT OF VARIABLE MONTHLY PAYMENTS FOR THE SECOND AND
SUBSEQUENT YEARS
As of the first anniversary of the commencement of Retirement Income
Payments, the second year variable monthly payments will be determined in
exactly the same manner as for the first year, using the purchase rates in the
Contract for the Retired Participant's age as then determined under the terms of
the Contract. As in the first year, an annual premium will be deducted and
transferred to the General Account from which Account the Company will make the
Retirement Income Payments. Subsequent annual determinations will be made in the
same manner.
Upon the death of any Retired Participant, the Participant Account will be
reduced by the number of Accumulation Units not required to provide further
payments during the remainder of a period certain, if any, or to a contingent
Retired Participant. Any Accumulation Units so canceled will either remain in
the NACo Variable Account or be transferred to the Company's General Account,
depending on the Company's obligation.
ALTERNATE ASSUMED INVESTMENT RATE
The Contracts include purchase rates based on a 3.5% rate per annum. If not
prohibited by the laws and regulations of the states in which this Contract is
issued, an Owner may elect on the Contract Date to have all variable benefits
payable for all Participants determined on an Assumed Investment Rate of 5% per
annum. The Assumed Investment Rate basis in the Contract is used merely to
determine each year's periodic payment from
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investment experience of any of the NACo Variable Account Sub-Accounts. The
choice of the Assumed Investment Rate affects the pattern of Retirement Income
Payments. A higher Assumed Investment Rate will produce a higher initial year
payment, but a more slowly rising series of subsequent payments (or a more
rapidly falling series of subsequent payments) than a lower Assumed Investment
Rate.
Although a higher initial payment would be received under a higher Assumed
Investment Rate, there is a point in time after which payments under a lower
Assumed Investment Rate would be greater, assuming payment continues after that
point in time.
The objective of a variable retirement Contract is to provide level
payments during periods when the economy is relatively stable and to reflect as
increased payments only the excess of investment results flowing from inflation
or an increase in productivity. The achievement of this objective will depend in
part upon the validity of the assumption that the net investment result, on an
annual basis, of a Sub-Account equals the Assumed Investment Rate during periods
of stable prices.
GENERAL INFORMATION
SUBSTITUTION OF SECURITIES
If the shares of any Underlying Mutual Fund should no longer be available
for investment by the NACo Variable Account or, if in the judgment of the
Company's management, further investment in such Underlying Mutual Fund shares
should become inappropriate in view of the purposes of the Contract, the Company
may substitute shares of another Underlying Mutual Fund for Underlying Mutual
Fund shares already purchased or to be purchased in the future by Purchase
Payments under the Contract.
From time to time it may become necessary for the Company to substitute
Underlying Mutual Fund shares for reasons relating to the historical investment
performance of the Underlying Mutual Funds. The Company, in consultation with
NACo and NACo's advisers, has developed standards for substituting Underlying
Mutual Funds that consistently experience poor investment performance over time.
These standards involve comparing the performance of each Underlying Mutual Fund
within the NACo Variable Account to the performance of all other mutual funds
within the Underlying Mutual Fund's same risk category. Underlying Mutual Funds
within the same risk category are Underlying Mutual Funds with similar
investment objectives and policies, and similar volatilities of investment
return.
In no event will any substitution of securities in the NACo Variable
Account take place without prior approval of the Securities and Exchange
Commission, and under such requirements as the Commission may impose.
PERFORMANCE ADVERTISING
The Company may from time to time advertise several types of historical
performance for the Sub-Accounts of the NACo Variable Account. A "yield" and
"effective yield" may be advertised for the Nationwide Money Market Fund and the
Short-Term Investments Trust Treasury Portfolio Sub-Account. "Yield" is a
measure of the net dividend and interest income earned over a specific seven-day
period (which period will be stated in the advertisement) expressed as a
percentage of the offering price of the Sub-Accounts' units. Yield is an
annualized figure, which means that it is assumed that the Sub-Account generates
the same level of net income each week over a 52-week period. The "effective
yield" is calculated similarly but includes the effect of assumed compounding
calculated under rules prescribed by the Securities and Exchange Commission. The
effective yield will be slightly higher than yield due to this compounding
effect.
The Company may also advertise for the Sub-Account standardized "average
annual total return", calculated in a manner prescribed by the Securities and
Exchange Commission, and non-standardized "total return." "Average annual total
return" will show the percentage rate of return of a hypothetical initial
investment of $1,000 for rolling calendar quarters and will cover, at least the
most recent one, five and ten year periods, or for a period from inception to
date if the Underlying Mutual Fund held in the Sub-Account has not been in
existence for one of the prescribed periods. This calculation reflects the
deduction of all applicable charges made to the Contracts except for premium
taxes, which may be imposed by certain states. Non-standardized "total return"
will be calculated in a similar manner as will average annual total return
except total return will not reflect the deduction of any applicable Contingent
Deferred Sales Charge, which, if reflected, would decrease the level of
performance shown.
The Company may also from time to time advertise the performance of the
Sub-Accounts of the NACo Variable Account relative to the performance of other
variable annuity sub-accounts or mutual funds with similar or different
objectives, or the investment industry as a whole.
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The Sub-Accounts of the NACo Variable Account may also be compared to
certain market indexes which may include, but are not limited to: S&P 500;
Shearson/Lehman Intermediate Government/Corporate Bond Index; Shearson/Lehman
Long-Term Government/Corporate Bond Index; Donoghue Money Fund Average; U.S.
Treasury Note Index; and Dow Jones Industrial Average.
Normally these rankings and ratings are published by independent tracking
services and publications of general interest including, but not limited to:
Lipper Analytical Services, Inc., CDA/Wiesenberger, Morningstar, Donoghue's,
magazines such as Money, Forbes, Kiplinger's Personal Finance Magazine,
Financial World, Consumer Reports, Business Week, Time, Newsweek, U.S. News and
World Report, National Underwriter; rating services such as LIMRA, Value, Best's
Agent Guide, Western Annuity Guide, Comparative Annuity Reports; and other
publications such as the Wall Street Journal, Barron's, Investor's Daily, and
Standard & Poor's Outlook. In addition, Variable Annuity Research & Data Service
(The VARDS Report) is an independent rating service that ranks over 500 variable
annuity Underlying Mutual Funds based upon total return performance. These
rating services and publications rank the performance of the Underlying Mutual
Funds against all mutual funds over specified periods and against mutual funds
in specified categories. The rankings may or may not include the effects of
sales or other charges.
The Company is also ranked and rated by independent financial rating
services, among which are 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 the Company. The ratings are not intended to reflect the investment
experience or financial strength of the NACo Variable Account. The Company may
advertise these ratings from time to time. In addition, the Company may include
in certain advertisements, endorsements in the form of a list of organizations,
individuals or other parties which recommend the Company or the Contract.
Furthermore, the Company 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.
ALL PERFORMANCE INFORMATION AND COMPARATIVE MATERIAL ADVERTISED BY THE
COMPANY IS HISTORICAL IN NATURE AND IS NOT INTENDED TO REPRESENT OR GUARANTEE
FUTURE RESULTS. THE OWNER'S OR PARTICIPANT'S ACCOUNT VALUE AT REDEMPTION MAY BE
MORE OR LESS THAT ORIGINAL COST.
The Statement of Additional Information contains more detailed information
about the performance calculations, including actual examples for each type of
performance advertised.
CONTRACT OWNER INQUIRIES
Owner and Participant inquiries may be directed to the Company by writing
Nationwide Life Insurance Company, P. O. Box 16766, One Nationwide Plaza,
Columbus, Ohio 43216, or calling 1-800-545-4730, T.T.Y. 1-800-848-0833.
NET INVESTMENT FACTOR
The Net Investment Factor for any Valuation Period is determined by
dividing (a) by (b) and subtracting (c) from the result where:
(a) is the net of
(1) the net asset value per share of the Underlying Mutual Fund held in
the Sub-Account determined at the end of the current Valuation
Period, plus
(2) the per share amount of any dividend or capital gain distributions
made by the Underlying Mutual Fund held in the Sub-Account if the
"ex-dividend" date occurs during the current Valuation Period, plus
or minus
(3) a per share charge or credit, if any, for any taxes reserved for
which is determined by the Company to have resulted from the
investment operations of the Sub-Account.
(b) is the net of
(1) the net asset value per share of the Underlying Mutual Fund held in
the Sub-Account determined as of the end of the immediately preceding
Valuation Period, plus or minus
(2) the per share charge or credit for any taxes reserved for in the
immediately preceding Valuation Period.
(c) is a factor representing the daily Actuarial Risk Fee deducted from the
NACo Variable Account. Such factor is equal to an annual rate of up to
0.95% of the daily net asset value of the NACo Variable Account.
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For Underlying Mutual Funds that credit dividends on a daily basis and pay
such dividends once each month or quarter (such as money market funds and
certain bond funds), the Net Investment Factor allows for the monthly or
quarterly reinvestment of these daily dividends.
The Net Investment Factor may be greater or less than one, therefore, the
value of an Accumulation Unit may increase or decrease. It should be noted that
changes in the Net Investment Factor may not be directly proportional to changes
in the net asset value of Underlying Mutual Fund shares, because of the
deduction for the Actuarial Risk Fee and the effect of the various purchase and
sale transactions on any particular day.
VALUATION OF ASSETS
Underlying Mutual Fund shares in the NACo Variable Account will be
purchased and valued at their net asset value (daily bid price exclusive of any
sales charges). An Underlying Mutual Fund's net asset value per share is
determined by dividing the value of the total assets of the Underlying Mutual
Fund, less liabilities, by the number of shares outstanding, with no charge for
sales expense.
FEDERAL TAX STATUS
The following description of the federal tax status of these Contracts is
not exhaustive, and special rules are provided with respect to situations not
discussed herein. For complete information, consult a qualified tax Adviser. The
Company does not make any guarantee regarding the tax status of any Contract or
any transaction involving the Contracts. The Contracts are treated as a trust
for purposes of the Code under rules similar to the rules under Section 401(f)
of the Code.
For federal income tax purposes, the operations of the NACo Variable
Account form a part of the Company's operations. Under existing federal income
tax law, no taxes are payable by the Company on the investment income of the
NACo Variable Account to the extent it is credited to the Owners under the
Contracts. The Company is taxed as a life insurance company under Part One,
Subchapter L, of the Code.
Income and capital gains of the NACo Variable Account would normally be
taxable to Owners whether or not taken by the Owners in cash. However, the
Contracts are issued only to organizations exempt from federal income tax.
The amounts received by the Participant under the Plan normally represent
the accumulation of Purchase Payments which were not previously included in the
Participant's gross income, and therefore any such amounts should be included in
gross income of a Participant or Beneficiary when such amounts are received.
It is the responsibility of each Owner to determine that its Plan is
established and administered in accordance with the applicable provisions of the
Code.
CONTRACTS ISSUED UNDER THE NEW YORK MODEL PLAN
The following Contract amendments are required by the Rules and Regulations
of the New York State Deferred Compensation Board in order to market the
Contracts to governmental employers for use in funding public employee deferred
compensation plans in the State of New York.
Throughout the prospectus, references to "annuity" payments are modified to
"benefit" payments.
The "Suspension and Termination" provisions are amended to permit a
Participant to "freeze" his or her account and maintain the account on deposit
with the Company notwithstanding the Contract Owner's termination of its
contractual relationship with the Company. These accounts shall remain the
exclusive property of the Contract Owner, subject to the claims of its general
creditors.
All references throughout the prospectus to Life Income Options B1 and B2
are deleted. All references to "Contingent Deferred Sales Charge" are deleted.
LEGAL PROCEEDINGS
From time to time the Company 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 the Company.
In recent years, life insurance companies have been named as defendants
in lawsuits, including class action lawsuits, relating to life insurance pricing
and sales practices. A number of these lawsuits have resulted in substantial
jury awards or settlements. In October 1996, a policyholder of Nationwide Life
filed a complaint in Alabama state court against Nationwide Life and an agent of
Nationwide Life (Wayne M. King v. Nationwide Life Insurance Company and Danny
Nix), related to the sale of a whole life policy on a "vanishing premium"
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basis and seeking unspecified compensatory and punitive damages. In February
1997, Nationwide Life was named as a defendant in a lawsuit filed in New York
Supreme Court also related to the sale of whole life policies on a "vanishing
premium" basis (John H. Snyder v. Nationwide Mutual Insurance Company,
Nationwide Mutual Insurance Co. and Nationwide Life Insurance Co.). The
plaintiff in such lawsuit seeks to represent a national class of Nationwide Life
policyholders and claims unspecified compensatory and punitive damages. This
lawsuit is in an early stage and has not been certified as a class action.
Nationwide Life intends to defend these cases vigorously. There can be no
assurance that any future litigation relating to pricing and sales practices
will not have a material adverse effect on the Company.
The General Distributor, Nationwide Advisory Services, Inc., is not engaged
in any litigation of any material nature.
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Page
General Information and History...............................................1
Services......................................................................1
Purchase of Securities Being Offered..........................................2
Underwriters..................................................................2
Calculation of Performance....................................................2
Annuity Payments..............................................................5
Financial Statements..........................................................6
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APPENDIX
PARTICIPATING UNDERLYING MUTUAL FUNDS
THE COMPANY MAY LIMIT THE NUMBER OF UNDERLYING MUTUAL FUNDS SELECTED BY
OWNER, AND ALL UNDERLYING MUTUAL FUNDS MAY NOT BE AVAILABLE UNDER YOUR PLAN.
A SUMMARY OF INVESTMENT OBJECTIVES IS CONTAINED IN THE DESCRIPTIONS OF EACH
UNDERLYING MUTUAL FUND BELOW. MORE DETAILED INFORMATION MAY BE FOUND IN THE
CURRENT PROSPECTUS FOR EACH UNDERLYING MUTUAL FUND. SUCH A PROSPECTUS FOR THE
UNDERLYING MUTUAL FUND OR FUNDS BEING CONSIDERED SHOULD ACCOMPANY THIS
PROSPECTUS AND SHOULD BE READ IN CONJUNCTION HEREWITH. A COPY OF EACH PROSPECTUS
MAY BE OBTAINED WITHOUT CHARGE FROM NATIONWIDE LIFE INSURANCE COMPANY, P. O. BOX
16766, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216, 1-800-545-4730 (TDD
1-800-848-0833).
AMERICAN CENTURY: TWENTIETH CENTURY ULTRA
The investment objective of the Fund is capital growth by investing
primarily in common stocks that are considered by management to have
better-than-average prospects for appreciation. It is management's intention
that the portfolio will generally consist of common stocks of medium-sized and
smaller companies. American Century Investment Services, Inc. serves as the
Fund's investment Adviser.
THE DREYFUS THIRD CENTURY FUND, INC.
The Fund's primary goal is to provide capital growth through equity
investment in companies that, in the opinion of the Fund's management, not only
to meet traditional investment standards, but which also show evidence that they
conduct their business in a manner that contributes to the enhancement of the
quality of life of America. Current income is secondary to the primary goal. The
Dreyfus Corporation serves as the Fund's investment Adviser.
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS - INSTITUTIONAL SHARES
The investment objective of the Fund is current income. The Fund
pursues this investment objective by investing in U.S. government securities
with remaining maturities of five years or less. Federated Management serves as
the Fund's investment Adviser.
FIDELITY CONTRAFUND
The investment objective of the Fund is capital appreciation by
investing in securities that its manager believes are undervalued due to an
overly pessimistic appraisal by the public. Although the Fund will usually be
invested primarily in common stocks and securities convertible into common
stock, the percentage of its assets invested in other securities may vary.
Fidelity Management & Research Company serves as the Fund's investment Adviser.
FIDELITY EQUITY-INCOME FUND
The investment objective of the Fund is to obtain reasonable income
from a portfolio consisting primarily of income-producing equity securities. The
Fund seeks a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's Composite Index of 500 Stocks. In pursuing this
objective, the Fund will also consider the potential for capital appreciation.
Fidelity Management & Research Company serves as the Fund's investment Adviser.
FIDELITY MAGELLAN(R) FUND
The investment objective of the Fund is capital appreciation by
investing primarily in common stock and securities convertible into common
stock. The Fund may also invest in foreign securities, which involves additional
risks. The Fund may also invest in stock index futures and options both of which
can be volatile investments. Fidelity Management & Research Company serves as
the Fund's investment Adviser.
FIDELITY OTC PORTFOLIO
The investment objective of the Fund is to seek capital appreciation by
investing primarily in securities traded on the over-the counter (OTC)
securities market. Securities traded on the OTC include, among others,
industrial corporations, financial services institutions, public utilities, and
transportation companies, common and preferred stocks, securities convertible
into common stock, warrants and similar rights, and debt securities, and
obligations of the federal government. The fund does not place any weight on
dividend and interest income unless it believes this income will have a
favorable influence on the market value of a security. Fidelity Management &
Research Company serves as the Fund's investment Adviser.
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FIDELITY PURITAN FUND
The investment objective of the Fund seeks to obtain as much income as
possible, consistent with the preservation and conservation of capital, by
investing in a broadly diversified portfolio of securities, including common
stocks, preferred stocks, and bonds. While emphasis on income is an important
objective, this does not preclude growth in capital since some securities
offering a better than average yield may also possess some growth possibilities.
Fidelity Management & Research Company serves as the Fund's investment Adviser.
MAS FUNDS FIXED INCOME PORTFOLIO
The investment objective of the Fund is to achieve above-average total
return over a market cycle of three of five years, consistent with reasonable
risk, by investing in a diversified portfolio of U. S. government securities,
corporate bonds (including bonds rated below investment grade commonly referred
to as "junk bonds"), foreign fixed-income securities and mortgage-backed
securities of domestic issuers and other fixed-income securities. The
portfolio's average weighted maturity will ordinarily be greater than five
years. Miller, Anderson & Sherrerd, LLP serves as the Fund's investment Adviser.
MFS(R) HIGH INCOME FUND - CLASS A
The investment objective of the Fund is high current income by
investing primarily in a professionally managed diversified portfolio of fixed
income securities, some of which may involve equity features. Securities
offering the high current income sought by this Fund are ordinarily in the lower
rating categories of recognized rating agencies or are unrated and generally
involve greater volatility of price and risk of principal and income than
securities in the high rating categories. Capital growth, if any, is a
consideration incidental to the investment objective of high current income.
Massachusetts Financial Services Company serves as the Fund's investment
Adviser.
NATIONWIDE(R) FUND
The investment objective of the Fund is to obtain a total return from a
flexible combination of current income and capital appreciation. Primary
emphasis is given to common stocks, but investments may also include convertible
issues, bonds and money market instruments. Nationwide Advisory Services, Inc.,
serves as the Fund's investment Adviser.
NATIONWIDE(R) MONEY MARKET FUND
The investment objective of the Fund is to provide as high a level of
current income as is consistent with the preservation of capital and maintenance
of liquidity, through investment in a diversified portfolio of high quality
money market instruments maturing in 397 days or less. These instruments
include, but are not limited to, U.S. Government and Agency obligations,
obligations of large commercial and foreign banks, certificates of deposit of
large savings associations, taxable or partly taxable obligations of state,
county and local governments, highly rated commercial paper, highly rated
corporate obligations, and repurchase agreements in any of the above. Nationwide
Advisory Services, Inc., serves as the Fund's investment Adviser.
NEUBERGER & BERMAN GUARDIAN FUND, INC.
The Fund seeks capital appreciation through investments generally in
dividend-paying issues of established companies that its investment officers
believe are well managed. The emphasis of the Fund's investments is on common
stock. The Fund diversifies its holdings among different industries and
different companies in light of conditions prevailing at any given time. Current
income is a secondary objective. Neuberger&Berman Management Incorporated serves
as the Fund's investment Adviser.
PUTNAM INVESTORS FUND - CLASS A
The investment objective of the Fund is long-term growth of capital and
any increased income resulting from such growth. The Fund is designed for
investors seeking long-term growth of capital from a portfolio consisting
primarily of common stocks. The Fund's management emphasizes investment in
quality growth stocks. Putnam Investment Management, Inc., serves as the Fund's
investment Adviser.
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<PAGE> 33
PUTNAM VOYAGER FUND - CLASS A
The investment objective of the Fund is capital appreciation. The Fund
invests primarily in common stocks believed to have potential for capital
appreciation significantly greater than the market average. The Fund is designed
for investors willing to assume above-average risk in return for above-average
capital growth potential. Putnam Investment Management, Inc., serves as the
Fund's investment Adviser.
SEI INDEX FUNDS - S & P 500 INDEX PORTFOLIO
The S & P Index Portfolio seeks to provide investment results that
correspond to the aggregate price and dividend performance of the securities in
the Standard & Poor's 500 Composite Stock Price Index which is comprised of 500
selected common stocks, most of which are listed on the New York Stock Exchange.
The investment objective is a fundamental policy of the Portfolio. There can be
no assurance that the Portfolio will achieve its investment objective. SEI Fund
Management serves as the Fund's investment Adviser.
SELIGMAN GROWTH FUND, INC. - CLASS A
The investment objective of the Fund is longer-term growth in capital
value and an increase in future income. Fund assets have been invested primarily
in common stocks with the inherent investment risks tempered by portfolio
diversification. J & W Seligman & Co., Incorporated serves as the Fund's
investment Adviser.
SHORT-TERM INVESTMENTS TRUST - TREASURY PORTFOLIO - INSTITUTIONAL CLASS
The investment objective of the Portfolio is the maximization of
current income to the extent consistent with the preservation of capital and
maintenance of liquidity. The Portfolio seeks to achieve its objective by
investing in a portfolio consisting of direct obligations of the U.S. Treasury
and repurchase agreements secured by such obligations. The instruments purchased
by the Portfolio will have maturities of 397 days or less. AIM Advisers, Inc.
serves as the Fund's investment Adviser.
T. ROWE PRICE INTERNATIONAL STOCK FUND(R)
The Fund's objective is long-term growth of capital through investments
primarily in common stocks of established, non-U.S. Companies. T. Rowe Price
Associates, Inc. serves as the Fund's investment Adviser.
TEMPLETON FOREIGN FUND - CLASS I
The investment objective of the Fund is long-term capital growth
through a flexible policy of investing in stocks and debt obligations of
companies and governments outside the United States. Any income realized will be
incidental. Templeton Investment Counsel, Inc. serves as the Fund's investment
Adviser.
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THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE NOT AVAILABLE FOR NEW CONTRACTS ISSUED
ON OR AFTER MAY 1, 1997:
AMERICAN CENTURY: TWENTIETH CENTURY GROWTH
The investment objective of the Fund is capital growth through investment
in securities which the management considers to have better-than-average
prospects for appreciation. It is management's intention that the portfolio will
generally consist of common stocks of large established companies. American
Century Investment Services, Inc. serves as the Fund's investment Adviser.
MASSACHUSETTS INVESTORS GROWTH STOCK FUND - CLASS A
The investment objective of the Fund is the long-term growth of capital
and future income rather than current income. Massachusetts Financial Services
Company serves as the Fund's Investment Adviser.
THE FOLLOWING UNDERLYING MUTUAL FUNDS MAY NOT BE AVAILABLE TO ALL CONTRACT
OWNERS ON OR AFTER JULY 1, 1994:
THE BOND FUND OF AMERICA(SM), INC.
The Fund's investment objective is to provide as high a level of
current income as is consistent with the preservation of capital. The Fund
invests substantially all of its assets in marketable corporate debt securities,
U.S. Government securities, mortgage-related securities, other asset-backed
securities and cash or money market instruments. Normally, at least 65% of the
Fund's assets will be invested in bonds. Capital Research and Management Company
serves as the Fund's Investment Adviser.
THE INVESTMENT COMPANY OF AMERICA(R), INC.
The investment objectives are long-term growth of capital and income.
The Fund strives to accomplish these objectives through constant supervision,
careful selection and broad diversification. In the selection of securities for
investment, the possibilities of appreciation and potential dividends are given
more weight than current yield. The Fund ordinarily invests principally in
common stocks. However, assets may also be held in securities convertible into
common stocks, straight debt securities (rated in the top three quality
categories by Standard & Poor's Corporation or Moody's Investor Service, Inc. or
determined to be of equivalent quality by Capital Research and Management
Company), cash equivalent quality by Capital Research and Management Company),
cash or cash equivalents, U.S. Government securities, or nonconvertible
preferred stocks. Massachusetts Financial Services Company serves as the Fund's
Investment Adviser.
THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE NOT AVAILABLE FOR NEW CONTRACTS ISSUED
ON OR AFTER OCTOBER 1, 1993:
EVERGREEN INCOME AND GROWTH FUND (FORMERLY THE EVERGREEN TOTAL RETURN FUND)
The investment objective of the Fund is current income and capital
appreciation. The Fund invests primarily in common and preferred stocks,
securities convertible into or exchangeable for common stocks, and fixed income
securities. The Fund's objective is to maximize the "total return" on its
portfolio of investments. Evergreen Asset Management Corp.
serves as the Fund's investment Adviser.
MFS(R) GROWTH OPPORTUNITIES FUND - CLASS A (FORMERLY "MFS(R) CAPITAL DEVELOPMENT
FUND")
The investment objective of the Fund is growth of capital. Dividend
income, if any, is incidental to the objective of capital growth. To achieve
this objective, a flexible approach toward types of companies as well as types
of securities is maintained by the Fund, depending upon the economic environment
and the relative attractiveness of the various securities markets. Massachusetts
Financial Services Company serves as the Fund's Investment Adviser.
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NATIONWIDE(R) GROWTH FUND
The investment objective of the Fund is to achieve long-term capital
appreciation without emphasis on current return. Major emphasis in the selection
of securities is placed on companies which have capable management, and are in
fields where social and economic trends, technological developments, and new
processes or products indicate a potential for greater than average growth.
Nationwide Advisory Services, Inc. serves as the Fund's Investment Adviser.
THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE NOT AVAILABLE FOR OWNERS WHOSE
PREDECESSOR NATIONWIDE DCVA CONTRACT WAS ISSUED ON OR AFTER JANUARY 1, 1987:
FIDELITY CAPITAL & INCOME FUND (FORMERLY, "FIDELITY HIGH INCOME FUND")
The investment objective of the Fund is to seek to provide a
combination of income and capital growth by investing primarily in debt
instruments and common and preferred stocks, with a focus on lower-quality debt
securities and securities of companies with uncertain financial positions.
Fidelity Management & Research Company serves as the Fund's investment Adviser.
Effective on and after July 1, 1991, the Company shall no longer permit
Owners or Participants to make additional Purchase Payments or to exchange
Contract Values into the Fidelity Capital & Income Fund Sub-Account. However,
Contract Values held in the Fidelity Capital & Income Fund Sub-Account as of
July 1, 1991 may continue to be invested in that Sub-Account. Unless the Company
is notified otherwise, any Purchase Payments or exchanges which the Owner or
Participant directs the Company to invest in the Fidelity Capital & Income Fund
Sub-Account on and after July 1, 1991 shall instead be automatically invested in
the Nationwide Money Market Fund Sub-Account.
The Company has determined that further investment in the Fidelity Capital
& Income Fund Sub-Account is not in the best interests of the Owners and
Participants in view of the Fund's adoption, effective for shares purchased on
and after February 1, 1991, of a redemption fee equal to 1.5% of the net asset
value of any Fund shares redeemed which are held less than twelve months. Any
redemption fees which the Fund may assess against Fund shares held by the
Company in the NACo Variable Account which were purchased from February 1, 1991
to July 1, 1991 shall be paid by the Company from surplus and shall not be paid,
directly or indirectly, by Contract Owners, Participants or the NACo Variable
Account.
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STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997
GROUP FLEXIBLE FUND RETIREMENT CONTRACTS ISSUED
BY THE NACO VARIABLE ACCOUNT OF
NATIONWIDE LIFE INSURANCE COMPANY
This Statement of Additional Information is not a prospectus. It
contains information in addition to and more detailed than set forth the
prospectus and should be read in conjunction with the prospectus dated May 1,
1997. The prospectus may be obtained from Nationwide Life Insurance Company, P.
O. Box 16766, One Nationwide Plaza, Columbus, Ohio 43216, or by calling
1-800-545-4730, (T.T.Y. 1-800-848-0833).
TABLE OF CONTENTS
Page
General Information and History................................................1
Services.......................................................................1
Purchase of Securities Being Offered...........................................2
Underwriters...................................................................2
Calculation of Performance.....................................................2
Annuity Payments...............................................................5
Financial Statements...........................................................6
GENERAL INFORMATION AND HISTORY
The NACo Variable Account is a separate investment account of
Nationwide Life Insurance Company (the "Company"). The Company is a member of
the Nationwide Insurance Enterprise and all of the Company's common stock is
owned by Nationwide Financial Services, Inc. ("NFS"), a holding company. NFS has
two classes of common stock outstanding with different voting rights enabling
Nationwide Corporation (the holder of all of the outstanding Class B Common
Stock) to control NFS. Nationwide Corporation is a holding company as well. All
of its common stock is held by Nationwide Mutual Insurance Company (95.2%) and
Nationwide Mutual Fire Insurance Company (4.8%), the ultimate controlling
persons of Nationwide Insurance Enterprise.
SERVICES
The Company has responsibility for administration of the Contracts and
the NACo Variable Account, maintaining records, including name, address,
taxpayer identification number, and other pertinent information for each Owner
and the number and type of Contracts issued to each such Owner and the Contract
Value of each Contract.
All assets of the NACo Variable Account are held in custody for
safekeeping by the Company. The assets of each Sub-Account will be kept
physically segregated and held separate and apart from assets of other
Sub-Accounts and from assets of any other firm, person, or corporation. The
Company will maintain a record of all and redemption for shares of the
Underlying Mutual Fund held in each Sub-Account.
The Company, or affiliates of the Company may have entered into
agreements with either the investment adviser or distributor for several of the
Underlying Mutual Funds. The agreements relate to administrative services
furnished by the Company or an affiliate of the Company and provide for an
annual fee based on the average aggregate net assets of the Variable Account
(and other separate accounts of the Company or life insurance company
subsidiaries of the Company) invested in particular Underlying Mutual Funds.
These fees in no way affect the net asset value of the Underlying Mutual Funds
or fees paid by the Contract Owner.
The financial statements and schedules have been included herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, Two Nationwide Plaza, Columbus, Ohio 43215, and upon the authority
of said firm as experts in accounting and auditing.
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PURCHASE OF SECURITIES BEING OFFERED
The Contracts will be sold by licensed insurance agents in the states
where the Contracts may be lawfully sold. Such agents will be registered
representatives of broker dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
For those Plans which provide this Contract and Nationwide's Group
Fixed Fund Retirement Contracts, the Owner or the Participant, if the Plan so
provides, may exchange Accumulation Units between any Sub-Account of the NACo
Variable Account and the deposit and of the Group Fixed Fund Retirement
Contract. Exchanges from the deposit fund to any Sub-Account of the NACo
Variable Account will be subject to the limitations of the Group Fixed Fund
Retirement Contract Exchanges will be effected when received in good order by
the Company at its Home Office.
UNDERWRITERS
The Contracts, which are offered continuously, are distributed by
Nationwide Advisory Services, Inc. ("NAS"), One Nationwide Plaza, Columbus, Ohio
43215, a wholly owned subsidiary of the Company. No underwriting commissions are
paid by the Company to NAS.
CALCULATION OF PERFORMANCE
Any current yield quotations of the Nationwide Money Market Fund and
the Short-Term Investments Trust Treasury Portfolio Sub-Accounts, subject to
Rule 482 of the Securities Act of 1933, shall consist of a seven calendar day
historical yield, carried at least to the nearest hundredth of a percent. The
yield shall be calculated by determining the net change, exclusive capital
changes in the value of a hypothetical pre-existing account having a balance of
one accumulation unit at the beginning of the base period, subtracting a
hypothetical charge reflecting deductions from Contract Owner accounts, and
dividing the net change in account value by the value of the account at the
beginning of the period to obtain a base period return, and multiplying the base
period return by (365/7) or (366/7) in a leap year. As of December 31, 1996, the
Nationwide Money Market Fund and the Short-Term Investments Trust Treasury
Portfolio Sub-Accounts seven-day current yield were 3.89% and 4.52%
respectively. The Nationwide Money Market Fund and the Short-Term Investments
Trust Treasury Portfolio Sub-Accounts' effective yield is computed similarly but
includes the effect of assumed compounding on an annualized basis of the current
yield quotations of the Sub-Accounts, and for the period ending December 31,
1996 were 3.96% and 4.63%, respectively.
The yield and effective yield will fluctuate daily. Actual yields will
depend on factors such as the type of instruments in the Sub-Accounts'
portfolio, portfolio quality and average maturity, changes in interest rates,
and the Sub-Accounts' expenses. Although the Sub-Account determines its yield on
the basis of a seven calendar day period, it may use a different time period on
occasion. There is no assurance that the yields quoted on any given occasion
will remain in effect for any period of time and there is no guarantee that the
net asset values will remain constant. It should be noted that a Contract
Owner's investment in Nationwide Money Market Fund and the Short Term Investment
Trust Treasury Portfolio Sub-Account is not guaranteed or insured. Yields of
other money market funds may not be comparable if a different base period or
another method of calculation is used.
All performance advertising shall include quotations of average annual
total return, calculated in accordance with a standard method prescribed by
rules of the Securities and Exchange Commission, to facilitate comparison with
total return quoted by other variable annuity separate accounts. Average annual
total return advertised for a specific period is found by first taking a
hypothetical $1,000 investment in each of the Sub-Accounts' units on the first
day of the period at the offering price, which is the Accumulation Unit Value
per unit ("initial investment") and computing the ending redeemable value
("redeemable value") of that investment at the end of the period. The redeemable
value is then divided by the initial investment and this quotient is taken to
the Nth root (N represents the number of years in the period) and 1 is
subtracted from the result which is then expressed as a percentage, carried to
at least the nearest hundredth of a percent. Average annual total return
reflects the deduction of a 0.95% Actuarial Risk Charge. The redeemable value
also reflects the effect of any applicable Contingent Deferred Sales Charge that
may be imposed at the end of the period (see "Contingent Deferred Sales Charge"
located in the prospectus.) No deduction is made for premium taxes which may be
assessed by certain states. Non-standardized total return is calculated in a
manner similar to average annual total return except the total return does not
reflect the deduction of any applicable Contingent Deferred Sales Charge, which,
if reflected, would decrease the level of the performance advertised.
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The average annual total return and total return quotations will be
current to the last day of the calendar quarter preceding the date on which an
advertisement is submitted for publication. The standardized average annual
total return figures will be based on rolling calendar quarters and will cover,
at least, periods of one, five, and ten years, or a period covering the time a
Underlying Mutual Fund held in the Sub-Account has been in existence, if the
Underlying Mutual Fund has not been in existence for one of the prescribed
periods. The non-standardized total return will cover the cumulative current
calendar year and the most recently completed calendar year, and periods of
three, five and ten years on a rolling calendar quarter basis. For those
Underlying Mutual Funds which have not been held as Sub-Accounts within the NACo
Variable Account for one of the quoted periods, the standardized average annual
total return and non standardized total return quotations will show the
investment performance such Underlying Mutual Funds would have achieved (reduced
by the applicable charges) had they been held as Sub-Accounts within the NACo
Variable Account for the period quoted.
Quotations of average annual total return and total return are based
upon historical earnings and will fluctuate. Any quotation of performance,
therefore, should not be considered a guarantee of future performance. Factors
affecting a Sub-Accounts' performance include general market conditions,
operating expenses and investment management. A Contract Owner's and
Participant's account when redeemed may be more or less than original cost.
Below are quotations of average annual total return and total return,
calculated as described above, for each of the non-money market Sub-Accounts
available within the NACo Variable Account.
NACO VARIABLE ACCOUNT
SERIES PERFORMANCE SUMMARY
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN - MONEY MARKET
<TABLE>
<CAPTION>
CURRENT YIELD PERIOD ENDING EFFECTIVE YIELD PERIOD
SERIES OPTIONS 12/31/96 ENDING 12/31/96
-------------- --------------------------- ----------------------
<S> <C> <C>
Nationwide(R) Money Market Fund 3.89% 3.96%
Short-Term Investments Trust-Treasury Portfolio - Institutional Class 4.52% 4.63%
</TABLE>
SUB-ACCOUNT PERFORMANCE SUMMARY
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN - OTHER THAN MONEY MARKET
<TABLE>
<CAPTION>
1 Year To 3 Years To 5 Years To 10 Years To
Sub-Account Options 12/31/96 12/31/96 12/31/96 12/31/96
------------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
American Century: Twentieth Century Growth 9.92% 8.72% 4.58% 12.61%
American Century: Twentieth Century Ultra 8.77% 12.62% 11.68% 18.93%
The Bond Fund of America(SM), Inc. 1.69% 3.99% 7.15% 7.76%
The Dreyfus Third Century Fund, Inc. 19.15% 13.93% 9.29% 12.31%
Evergreen Income and Growth Fund 7.82% 7.20% 8.60% 7.45%
Federated U.S. Government Securities Fund: 2-5 years - Institutional -1.41% 2.64% 3.99% 5.95%
Shares
Fidelity Capital & Income Fund 6.34% 5.24% 13.11% 9.35%
Fidelity ContraFund 16.78% 15.90% 16.71% 19.05%
Fidelity Equity-Income Fund 15.87% 14.83% 15.79% 12.26%
Fidelity Magellan(R)Fund 6.63% 12.35% 13.32% 15.02%
Fidelity OTC Portfolio 18.56% 16.41% 14.15% 15.78%
Fidelity Puritan Fund 10.06% 10.35% 13.26% 11.31%
The Investment Company of America(R) 14.22% 13.90% 11.69% 12.75%
Massachusetts Investors Growth Stock Fund - Class A 17.67% 11.58% 10.78% 12.98%
</TABLE>
3
38 of 104
<PAGE> 39
<TABLE>
<CAPTION>
1 Year To 3 Years To 5 Years To 10 Years To
Sub-Account Options 12/31/96 12/31/96 12/31/96 12/31/96
------------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
MAS Funds Fixed Income Portfolio 2.34% 4.29% 6.73% 8.06%
MFS(R)Growth Opportunities Fund-Class A 16.71% 14.13% 12.90% 11.64%
MFS(R)High Income Fund-Class A 7.48% 6.49% 10.81% 8.17%
Putnam Voyager Fund-Class A 7.87% 14.56% 14.02% 16.32%
SEI Index Funds - S & P 500 Index Portfolio 17.46% 17.28% 13.37% 13.63%
Seligman Growth Fund, Inc.-Class A 15.99% 12.25% 10.54% 12.19%
T. Rowe Price International Stock Fund(R) 10.89% 6.45% 10.05% 9.96%
Templeton Foreign Fund - Class I 12.88% 7.42% 10.91% 13.09%
</TABLE>
4
39 of 104
<PAGE> 40
SUB-ACCOUNT PERFORMANCE SUMMARY -- NACO VARIABLE ACCOUNT
NON-STANDARDIZED TOTAL RETURN
(The above return figures quoted below do not reflect the
deduction of any applicable Contingent Deferred Sales Charges)
<TABLE>
<CAPTION>
Year Ended 3 Years To 5 Years To 10 Years To
Sub-Account Options 12/31/96 12/31/96 12/31/96 12/31/96
------------------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
American Century: Twentieth Century Growth 13.92% 9.84% 5.24% 12.75%
American Century: Twentieth Century Ultra 12.77% 13.66% 12.19% 19.02%
The Bond Fund of America(SM), Inc. 5.69% 5.21% 7.75% 7.96%
The Dreyfus Third Century(R) Fund, Inc. 23.15% 14.95% 9.84% 12.45%
Evergreen Income and Growth Fund 11.82% 8.34% 9.17% 7.66%
Federated U.S. Government Securities Fund: 2.59% 3.89% 4.67% 6.19%
2-5 years - Institutional Shares
Fidelity Capital & Income Fund 10.34% 6.43% 13.60% 9.53%
Fidelity Contrafund 20.78% 16.89% 17.14% 19.14%
Fidelity Equity-Income Fund 19.87% 15.83% 16.23% 12.40%
Fidelity Magellan(R) Fund 10.63% 13.40% 13.80% 15.13%
Fidelity OTC Portfolio 22.56% 17.38% 14.62% 15.89%
Fidelity Puritan Fund 14.06% 11.44% 13.75% 11.46%
The Investment Company of America(R) 18.22% 14.92% 12.20% 12.89%
Massachusetts Investors Growth Stock Fund - Class A 21.67% 12.64% 11.31% 13.11%
MAS Funds Fixed Income Portfolio 6.34% 5.51% 7.34% 8.26%
MFS(R) Growth Opportunities Fund-Class A 20.71% 15.15% 13.39% 11.79%
MFS(R) High Income Fund-Class A 11.48% 7.66% 11.34% 8.37%
Nationwide(R) Fund 22.75% 16.34% 11.18% 12.92%
Nationwide(R) Growth Fund 15.59% 13.99% 11.45% 11.51%
Neuberger & Berman Guardian Fund, Inc. 16.76% 15.05% 15.23% 14.37%
Putnam Investors Fund-Class A 20.25% 16.25% 14.41% 13.34%
Putnam Voyager Fund-Class A 11.73% 15.56% 14.49% 16.42%
SEI Index Funds - S & P 500 Index Portfolio 21.46% 18.24% 13.85% 13.75%
Seligman Growth Fund, Inc.-Class A 19.99% 13.30% 11.07% 12.33%
T. Rowe Price International Stock Fund(R) 14.89% 7.61% 10.59% 10.13%
Templeton Foreign Fund - Class I 16.88% 8.56% 11.43% 13.22%
</TABLE>
ANNUITY PAYMENTS
See "Distribution of Participant Accounts (Retirement Period)" located
in the prospectus.
5
40 of 104
<PAGE> 41
<PAGE> 1
Independent Auditors' Report
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of NACo Variable Account:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of NACo Variable Account as of December 31, 1996, and
the related statements of operations and changes in contract owners' equity and
schedules of changes in unit value for each of the years in the three year
period then ended. These financial statements and schedules of changes in unit
value are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedules of changes in
unit value 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 and schedules of
changes in unit value 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 include confirmation of securities
owned as of December 31, 1996, 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
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of NACo Variable Account as of December 31, 1996, and the results of
its operations and its changes in contract owners' equity and the schedules of
changes in unit value for each of the years in the three year period then ended
in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Columbus, Ohio
February 7, 1997
- --------------------------------------------------------------------------------
<PAGE> 2
- --------------------------------------------------------------------------------
NACo VARIABLE ACCOUNT
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
DECEMBER 31, 1996
<TABLE>
<S> <C>
Assets:
Investments at market value:
American Century: Twentieth Century Growth Fund (ACTCGro)
6,884,285 shares (cost $149,244,925) $ 150,628,164
American Century: Twentieth Century Ultra Fund (ACTCUltra)
5,327,372 shares (cost $130,695,514) 149,645,871
The Bond Fund of America(SM), Inc. (BdFdAm)
1,016,897 shares (cost $13,653,782) 13,982,334
The Dreyfus Third Century Fund, Inc. (Dry3dCen)
3,432,673 shares (cost $28,247,122) 30,276,176
The Evergreen Total Return Fund - Class Y (EvTotRet)
207,231 shares (cost $4,106,475) 4,420,233
Federated U.S. Government Securities Fund: 2-5 Years -
Institutional shares (FedUSGvt)
332,140 shares (cost $3,485,635) 3,484,151
Fidelity Capital & Income Fund (FidCapInc)
318,077 shares (cost $2,547,163) 2,977,198
Fidelity Contrafund (FidContr)
4,600,210 shares (cost $162,640,226) 193,898,837
Fidelity Equity-Income Fund (FidEqInc)
5,905,088 shares (cost $186,061,700) 252,914,905
Fidelity Magellan(R) Fund (FidMgln)
1,190,655 shares (cost $90,914,716) 96,026,302
Fidelity OTC Portfolio (FidOTC)
431,672 shares (cost $14,049,990) 14,120,007
Fidelity Puritan Fund(R) (FidPurtn)
1,252,442 shares (cost $20,462,880) 21,592,100
The Investment Company of America(R) (InvCoAm)
1,969,367 shares (cost $39,841,359) 47,717,762
MAS Funds - Fixed Income Portfolio (MASFIP)
132,728 shares (cost $1,559,552) 1,559,558
MFS(R) Growth Opportunities Fund - Class A (MFSGrOpp)
1,055,763 shares (cost $11,743,867) 13,693,244
MFS(R) High Income Fund - Class A (MFSHiInc)
2,069,385 shares (cost $10,676,281) 11,050,514
Massachusetts Investors Growth Stock Fund - Class A (MFSGrStk)
1,125,406 shares (cost $12,499,820) 11,231,548
Nationwide(R) Fund (NWFund)
2,200,968 shares (cost $36,736,098) 44,459,563
Nationwide(R) Growth Fund (NWGroFd)
541,095 shares (cost $6,019,590) 7,196,565
Nationwide(R) Money Market Fund (NWMyMkt)
50,966,370 shares (cost $50,966,370) 50,966,370
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Neuberger & Berman Guardian Fund (NBGuard)
854,897 shares (cost $20,470,193) 21,911,015
Putnam Investors Fund - Class A (PutInvFd)
3,887,509 shares (cost $33,442,764) 35,803,961
Putnam Voyager Fund - Class A (PutVoyFd)
8,507,880 shares (cost $119,387,857) 137,147,025
SEI Index Funds -- S&P 500 Index Portfolio (SEI500lx)
448,612 shares (cost $10,117,146) 10,582,747
Seligman Growth Fund, Inc. -- Class A (SelGroFd)
1,441,764 shares (cost $7,877,364) 8,434,321
Short-Term Investments Trust -- Treasury Portfolio - Institutional Class (AIMTreas) 2,686,768 shares
(cost $2,686,768) 2,686,768
T. Rowe Price International Funds, Inc. - International Stock Fund(R) (TRIntStk) 1,842,391 shares
(cost $23,980,568) 25,424,994
Templeton Foreign Fund - Class I (TemForFd)
3,185,558 shares (cost $30,332,897) 33,002,383
---------------
Total investments 1,396,834,616
Accounts receivable 9,992,675
---------------
Total assets 1,406,827,291
Accounts payable 293,646
---------------
Contract owners' equity $ 1,406,533,645
===============
</TABLE>
<PAGE> 4
Contract owners' equity represented by:
<TABLE>
<CAPTION>
TIER I UNITS UNIT VALUE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
American Century: Twentieth Century Growth Fund 15,929,074 $ 4.562802 $ 72,681,211
American Century: Twentieth Century Ultra Fund 51,280,940 1.424846 73,067,442
The Bond Fund of America(SM), Inc. 3,393,296 2.155739 7,315,061
The Dreyfus Third Century Fund, Inc. 5,449,596 2.756438 15,021,473
The Evergreen Total Return Fund - Class Y 1,070,229 1.947502 2,084,273
Federated U.S. Government Securities Fund: 2-5 Years -
Institutional Shares 1,296,431 1.226751 1,590,398
Fidelity Capital & Income Fund 294,263 4.096488 1,205,445
Fidelity Contrafund 63,488,282 1.588961 100,880,404
Fidelity Equity-Income Fund 21,843,280 5.359692 117,073,253
Fidelity Magellan(R) Fund 35,450,214 1.439440 51,028,456
Fidelity OTC Portfolio 4,002,730 1.680710 6,727,428
Fidelity Puritan(R) Fund 8,701,486 1.317344 11,462,850
The Investment Company of America(R) 14,871,400 1.771097 26,338,692
MAS Funds - Fixed Income Portfolio 554,865 1.229760 682,351
MFS(R) Growth Opportunities Fund - Class A 1,022,657 7.380232 7,547,446
MFS(R) High Income Fund - Class A 1,009,326 5.518160 5,569,622
Massachusetts Investors Growth Stock Fund - Class A 491,538 10.880822 5,348,337
Nationwide(R) Fund 1,456,965 14.964379 21,802,576
Nationwide(R) Growth Fund 1,157,824 3.083008 3,569,581
Nationwide(R) Money Market Fund 6,821,937 2.884848 19,680,251
Neuberger & Berman Guardian Fund 6,973,153 1.460410 10,183,662
Putnam Investors Fund - Class A 1,545,059 13.594501 21,004,306
Putnam Voyager Fund - Class A 22,936,312 3.074879 70,526,384
SEI Index Funds - S & P 500 Index Portfolio 4,129,102 1.139331 4,704,414
Seligman Growth Fund, Inc. - Class A. 381,977 10.720312 4,094,913
Short-Term Investments Trust -- Treasury Portfolio --
Institutional Class 1,151,812 1.168909 1,346,363
T. Rowe Price International Funds, Inc. -
International Stock Fund(R) 9,304,599 1.178559 10,966,019
Templeton Foreign Fund - Class I 13,461,397 1.215580 16,363,405
========== ========= -------------
Sub-Total Tier I $ 689,866,016
-------------
</TABLE>
<PAGE> 5
Contract owners' equity - continued
<TABLE>
<CAPTION>
TIER II UNITS UNIT VALUE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
American Century: Twentieth Century Growth Fund 6,416,724 $ 4.564331 $ 29,288,052
American Century: Twentieth Century Ultra Fund 17,364,360 1.425323 24,749,822
The Bond Fund of America(SM), Inc. 1,041,402 2.156482 2,245,765
The Dreyfus Third Century Fund, Inc. 1,806,885 2.757360 4,982,232
The Evergreen Total Return Fund - Class Y 267,437 1.948154 521,008
Federated U.S. Government Securities Fund: 2-5 Years -
Institutional Shares 431,282 1.227166 529,255
Fidelity Capital & Income Fund 76,382 4.097872 313,004
Fidelity Contrafund 22,719,185 1.589493 36,111,986
Fidelity Equity-Income Fund 7,437,534 5.361485 39,876,227
Fidelity Magellan(R) Fund 12,036,679 1.439922 17,331,879
Fidelity OTC Portfolio 1,269,335 1.681272 2,134,097
Fidelity Puritan(R) Fund 3,037,801 1.317785 4,003,169
The Investment Company of America(R) 5,329,249 1.771690 9,441,777
MAS Funds - Fixed Income Portfolio 236,446 1.230172 290,869
MFS(R) Growth Opportunities Fund - Class A 323,628 7.382705 2,389,250
MFS(R) High Income Fund - Class A 244,640 5.520025 1,350,419
Massachusetts Investors Growth Stock Fund - Class A 155,643 10.884466 1,694,091
Nationwide(R) Fund 557,908 14.969386 8,351,540
Nationwide(R) Growth Fund 507,782 3.084040 1,566,020
Nationwide(R) Money Market Fund 2,854,818 2.885823 8,238,499
Neuberger & Berman Guardian Fund 2,513,725 1.460899 3,672,298
Putnam Investors Fund - Class A 371,840 13.599051 5,056,671
Putnam Voyager Fund - Class A 7,518,991 3.075909 23,127,732
SEI Index Funds - S & P 500 Index Portfolio 1,547,081 1.139711 1,763,225
Seligman Growth Fund, Inc. - Class A. 90,771 10.723901 973,419
Short-Term Investments Trust - Treasury Portfolio -
Institutional Class 201,261 1.169304 235,335
T. Rowe Price International Funds, Inc. -
International Stock Fund(R) 3,705,323 1.178953 4,368,402
Templeton Foreign Fund - Class I 5,803,820 1.215987 7,057,370
========== ========= -------------
Sub-Total Tier II $ 241,663,413
-------------
</TABLE>
<PAGE> 6
Contract owners' equity - continued
<TABLE>
<CAPTION>
TIER III UNITS UNIT VALUE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
American Century: Twentieth Century Growth Fund 3,952,718 $ 4.567388 $ 18,053,597
American Century: Twentieth Century Ultra Fund 11,724,488 1.426278 16,722,379
The Bond Fund of America(SM), Inc. 737,276 2.157968 1,591,018
The Dreyfus Third Century Fund, Inc. 1,075,140 2.759207 2,966,534
The Evergreen Total Return Fund - Class Y 303,775 1.949458 592,197
Federated U.S. Government Securities Fund: 2-5 Years -
Institutional Shares 184,497 1.227995 226,561
Fidelity Capital & Income Fund 203,017 4.100640 832,500
Fidelity Contrafund 13,966,075 1.590557 22,213,838
Fidelity Equity-Income Fund 6,668,170 5.365074 35,775,225
Fidelity Magellan(R) Fund 6,812,829 1.440886 9,816,510
Fidelity OTC Portfolio 886,668 1.682398 1,491,728
Fidelity Puritan(R) Fund 1,390,626 1.318667 1,833,773
The Investment Company of America(R) 2,306,070 1.772876 4,088,376
MAS Funds - Fixed Income Portfolio 116,525 1.230995 143,442
MFS(R) Growth Opportunities Fund - Class A 330,931 7.387651 2,444,803
MFS(R) High Income Fund - Class A 252,930 5.523753 1,397,123
Massachusetts Investors Growth Stock Fund - Class A 136,164 10.891758 1,483,065
Nationwide(R) Fund 289,479 14.979404 4,336,223
Nationwide(R) Growth Fund 133,215 3.086105 411,115
Nationwide(R) Money Market Fund 1,754,115 2.887772 5,065,484
Neuberger & Berman Guardian Fund 1,655,042 1.461877 2,419,468
Putnam Investors Fund - Class A 239,486 13.608156 3,258,963
Putnam Voyager Fund - Class A 4,941,310 3.077970 15,209,204
SEI Index Funds - S & P 500 Index Portfolio 1,023,459 1.140471 1,167,225
Seligman Growth Fund, Inc. - Class A. 107,031 10.731082 1,148,558
Short-Term Investments Trust -- Treasury Portfolio -
Institutional Class 394,386 1.170093 461,468
T. Rowe Price International Funds, Inc.--
International Stock Fund(R) 2,213,126 1.179742 2,610,918
Templeton Foreign Fund - Class I 2,314,772 1.216800 2,816,615
========== ========= -------------
Sub-Total Tier III $ 160,577,910
-------------
</TABLE>
<PAGE> 7
Contract owners' equity - continued
<TABLE>
<CAPTION>
TIER IV UNITS UNIT VALUE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
American Century: Twentieth Century Growth Fund 6,694,438 $ 4.570448 $ 30,596,581
American Century: Twentieth Century Ultra Fund 24,600,287 1.427234 35,110,366
The Bond Fund of America(SM), Inc. 1,310,545 2.159454 2,830,062
The Dreyfus Third Century Fund, Inc. 2,645,579 2.761054 7,304,586
The Evergreen Total Return Fund - Class Y 626,778 1.950763 1,222,695
Federated U.S. Government Securities Fund: 2-5 Years -
Institutional Shares 925,850 1.228823 1,137,706
Fidelity Capital & Income Fund 152,550 4.103407 625,975
Fidelity Contrafund 26,974,645 1.591621 42,933,411
Fidelity Equity-Income Fund 11,209,254 5.368665 60,178,730
Fidelity Magellan(R) Fund 12,376,864 1.441850 17,845,581
Fidelity OTC Portfolio 2,239,000 1.683525 3,769,412
Fidelity Puritan(R) Fund 3,250,797 1.319550 4,289,589
The Investment Company of America(R) 4,423,281 1.774063 7,847,179
MAS Funds - Fixed Income Portfolio 359,528 1.231819 442,873
MFS(R) Growth Opportunities Fund - Class A 399,976 7.392601 2,956,863
MFS(R) High Income Fund - Class A 494,287 5.527479 2,732,161
Massachusetts Investors Growth Stock Fund - Class A 248,216 10.899055 2,705,320
Nationwide(R) Fund 664,951 14.989429 9,967,236
Nationwide(R) Growth Fund 534,141 3.088171 1,649,519
Nationwide(R) Money Market Fund 6,170,419 2.889720 17,830,783
Neuberger & Berman Guardian Fund 3,851,735 1.462856 5,634,534
Putnam Investors Fund - Class A 476,103 13.617267 6,483,222
Putnam Voyager Fund - Class A 9,182,389 3.080033 28,282,061
SEI Index Funds - S & P 500 Index Portfolio 2,582,625 1.141231 2,947,372
Seligman Growth Fund, Inc - Class A. 206,422 10.738267 2,216,615
Short-Term Investments Trust - Treasury Portfolio -
Institutional Class 549,456 1.170883 643,349
T. Rowe Price International Funds, Inc. -
International Stock Fund(R) 6,337,264 1.180532 7,481,343
Templeton Foreign Fund - Class I 5,552,808 1.217615 6,761,182
========== ========= ---------------
Sub-Total Tier IV $ 314,426,306
---------------
Total Contract Owners' Equity $ 1,406,533,645
===============
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
<PAGE> 8
NACo VARIABLE ACCOUNT
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITY:
<S> <C> <C> <C>
Reinvested capital gains and dividends $ 96,665,994 73,174,649 49,662,440
Mortality and expense charges (note 2) (6,124,188) (4,061,186) (2,923,770)
Administration charge-Tier I (note 2) (2,597,055) (3,655,067) (2,631,393)
Administration charge-Tier II (note 2) (836,073) -- --
Administration charge-Tier III (note 2) (432,408) -- --
Administration charge-Tier IV (note 2) (589,120) -- --
-------------- ----------- ------------
Net investment activity 86,087,150 65,458,396 44,107,277
-------------- ----------- ------------
Proceeds from mutual fund shares sold 129,158,279 94,814,984 109,813,731
Cost of mutual fund shares sold (119,175,064) (90,332,356) (103,752,916)
-------------- ----------- ------------
Realized gain (loss) on investments 9,983,215 4,482,628 6,060,815
Change in unrealized gain (loss) on investments 79,007,949 121,289,385 (63,425,619)
-------------- ----------- ------------
Net gain (loss) on investments 88,991,164 125,772,013 (57,364,804)
-------------- ----------- ------------
Net increase (decrease) in contract owners'
equity resulting from operations 175,078,314 191,230,409 (13,257,527)
-------------- ----------- ------------
EQUITY TRANSACTIONS:
Purchase payments received from contract owners 318,492,785 211,743,850 172,770,344
Redemptions (71,502,064) (59,225,086) (50,702,236)
Contingent deferred sales charges (note 2) (62) -- --
Adjustments to maintain reserves (127,448) 130,249 (9,107)
-------------- ----------- ------------
Net equity transactions 246,863,211 152,649,013 122,059,001
-------------- ----------- ------------
Net change in contract owners' equity 421,941,525 343,879,422 108,801,474
Contract owners' equity beginning of period 984,592,120 640,712,698 531,911,224
-------------- ----------- ------------
Contract owners' equity end of period $1,406,533,645 984,592,120 640,712,698
============== =========== ============
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
<PAGE> 9
- --------------------------------------------------------------------------------
NACo VARIABLE ACCOUNT
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Nature of Operations
NACo Variable Account (NACoVA) was established pursuant to a resolution
of the Board of Directors of Nationwide Life Insurance Company (the Company) on
September 7, 1988, and has been registered as a unit investment trust under the
Investment Company Act of 1940. The NACoVA was introduced for exclusive use by
Member Counties for deferred compensation Plans adopted under the National
Association of Counties (NACo) Program.
The Company offers group flexible fund retirement contracts through the
NACoVA. The primary distribution for the contracts is through an affiliated
sales organization.
(b) The Contracts
The Group Flexible Retirement Contracts (the Contract) are offered for
purchase in connection with deferred compensation Plans adopted by Member
Counties under the NACo Program. Participants in the contracts may invest in
any of the following fund sub-accounts:
American Century: Twentieth Century Growth Fund (ACTCGro)
(formerly Twentieth Century Investors, Inc. - Growth Investors)
American Century: Twentieth Century Ultra Fund (ACTCUltra)
(formerly Twentieth Century Investors, Inc. - Ultra Investors)
The Bond Fund of America(SM), Inc. (BdFdAm) (only available for
certain contracts issued beginning January 1, 1994)
The Dreyfus Third Century Fund, Inc. (Dry3dCen)
The Evergreen Total Return Fund - Class Y (EvTotRet) (not available
for contracts issued on or after October 1, 1993)
Federated U.S. Government Securities Fund: 2-5 Years -
Institutional Shares (FedUSGvt) (formerly Federated Intermediate
Government Trust)
Fidelity Capital & Income Fund (FidCapInc) (not available for
contracts issued on or after January 1, 1987)
Fidelity Contrafund (FidContr)
Fidelity Equity-Income Fund (FidEqInc)
Fidelity Magellan(R) Fund (FidMgln)
Fidelity OTC Portfolio (FidOTC)
Fidelity Puritan(R) Fund (FidPurtn)
The Investment Company of America(R) (InvCoAm) (only available
for certain contracts issued beginning July 1, 1994)
MAS Funds - Fixed Income Portfolio (MASFIP)
MFS(R) Growth Opportunities Fund - Class A (MFSGrOpp) (not available
for contracts issued on or after October 1, 1993)
MFS(R) High Income Fund - Class A (MFSHiInc)
Massachusetts Investors Growth Stock Fund - Class A (MFSGrStk)
Nationwide(R) Fund (NWFund) (managed for a fee by an affiliated
investment advisor)
Nationwide(R) Growth Fund (NWGroFd) (managed for a fee by an
affiliated investment advisor) (not available for contracts
issued on or after October 1, 1993)
Nationwide(R) Money Market Fund (NWMyMkt) (managed for a fee by an
affiliated investment advisor)
Neuberger & Berman Guardian Fund (NBGuard)
Putnam Investors Fund - Class A (PutInvFd)
Putnam Voyager Fund - Class A (PutVoyFd)
SEI Index Funds - S & P 500 Index Portfolio (SEI500Ix)
Seligman Growth Fund, Inc. - Class A (SelGroFd)
Short-Term Investments Trust -- Treasury Portfolio --
Institutional Class (AIMTreas)
T. Rowe Price International Funds, Inc. - International Stock
Fund(R) (TRIntStk)
Templeton Foreign Fund - Class I (TemForFd)
All of the above funds were being utilized as of December 31, 1996.
<PAGE> 10
The contract owners' equity is affected by the investment results of each
fund, equity transactions by contract owners and certain 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.
(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, 1996. 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 NACoVA 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 assets in this account are held pursuant to contracts with
entities which are exempt from federal income tax. Because of this exemption,
no taxes need be provided for investment income or realized and unrealized
capital gains. Annuity payouts and withdrawal payments are taxable as wages
when received by the participants.
(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.
(f) Reclassifications
Certain 1995 and 1994 amounts have been reclassified to conform with the
current year presentation.
(2) EXPENSES
No deduction for a sales charge is made from the purchase payments for
these contracts. However, if an owner terminates the contract and directs the
Company to withdraw all or part of the contract value held in the Account for
less than sixteen (16) years, the Company will, with certain exceptions, assess
a contingent deferred sales charge by deducting an amount from each
participants account. This charge will be equal to not more than 4% in the
first year, declining to 1% in the fifteenth year, of the lesser of all
purchase payments made on behalf of a participant prior to the date of
withdrawal, or the amount withdrawn. No sales charges are deducted on
redemptions used to purchase units in the fixed investment options of the
Company. Sales charges may be reduced or eliminated upon negotiated conversion
of the contracts to other investment programs offered by the Company or its
affiliates.
The following charges are deducted by the Company: a mortality risk
charge, an expense risk charge and an administration charge which are assessed
through the daily unit value calculation. The morality risk charge and the
expense risk charge are equal to an annual rate of 0.10% and 0.40%
respectively; and the administration charge prior to May 1, 1996 was 0.45%.
Beginning May 1, 1996, the administration charge is based upon the aggregate
balance of assets held under the Contract by each Member County, as follows:
<TABLE>
<CAPTION>
Expense Administration
Tier Assets (Millions) Charge
<S> <C> <C>
I Up to $10 .45%
II Over $10 to $25 .40%
III Over $25 to $50 .30%
IV Over $50 .20%
</TABLE>
The administration charge is determined using the December 31 asset balance and
is effective at the next expense tier on the following May 1.
Contract owners may negotiate an exchange privilege with the Company. The
exchange privilege provides for transfers of units among the various investment
options for each participant's account. The number of transfers allowed, and
any administrative charges associated therewith, are subject to negotiation
between the contract owner and the Company.
<PAGE> 11
(3) SCHEDULE I
Schedule I presents the components of the change in the unit values, which
are the basis for contract owners' equity. This schedule is presented in the
following format:
o Beginning unit value - Jan. 1
o Reinvested capital gains and dividends
(This amount reflects the increase in the unit value due to
capital gains and dividend distributions from the underlying
mutual funds.)
o Unrealized gain (loss)
(This amount reflects the increase (decrease) in the unit value
resulting from the market appreciation (depreciation) of the
underlying mutual funds.)
o Contract charges
(This amount reflects the decrease in the unit value due to the
mortality risk charge, expense risk charge and administration
charge discussed in note 2.)
o Ending unit value - Dec. 31
o Percentage increase (decrease) in unit value.
- --------------------------------------------------------------------------------
<PAGE> 12
SCHEDULE I
NACo VARIABLE ACCOUNT
TIER I
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
ACTCGRO ACTCULTRA BDFDAM DRY3DCEN EVTOTRET FEDUSGVT
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1996
Beginning unit value - Jan. $4.005400 1.263551 2.039710 2.238323 1.741651 1.195751
Reinvested capital gains
and dividends .087806 .080915 .153233 .380918 .097028 .064355
Unrealized gain (loss) .510359 .093199 (.017387) .160989 .126113 (.021930)
Contract charges (.040763) (.012819) (.019817) (.023792) (.017290) (.011425)
Ending unit value - Dec. 31 $4.562802 1.424846 2.155739 2.756438 1.947502 1.226751
Percentage increase (decrease)
in unit value*(a) 14% 13% 6% 23% 12% 3%
================================================================================================================
1995
Beginning unit value - Jan. 1 $3.359891 .926489 1.741422 1.663803 1.419467 1.062969
Reinvested capital gains
and dividends .555289 .059786 .148075 .156545 .092352 .070177
Unrealized gain (loss) .127077 .287821 .168396 .436477 .244789 .073378
Contract charges (.036857) (.010545) (.018183) (.018502) (.014957) (.010773)
Ending unit value - Dec. 31 $4.005400 1.263551 2.039710 2.238323 1.741651 1.195751
Percentage increase (decrease)
in unit value*(a) 19% 36% 17% 35% 23% 12%
================================================================================================================
1994
Beginning unit value - Jan. 1 $3.443124 .970411 1.850918 1.814915 1.531292 1.094086
Reinvested capital gains
and dividends .495592 .029006 .138760 .233019 .106153 .053776
Unrealized gain (loss) (.549338) (.064074) (.231366) (.367765) (.204194) (.074693)
Contract charges (.032487) (.008854) (.016890) (.016366) (.013784) (.010200)
Ending unit value - Dec. 31 $3.359891 .926489 1.741422 1.663803 1.419467 1.062969
Percentage increase (decrease)
in unit value*(a) (2)% (5)% (6)% (8)% (7)% (3)%
=================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
FIDCAPINC FIDCONTR FIDEQINC FIDMGIN FIDOTC
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996
Beginning unit value - Jan. 1 3.712491 1.315600 4.471070 1.301185 1.371346
Reinvested capital gains
and dividends .331771 .135279 .342426 .212013 .204072
Unrealized gain (loss) .089597 .151718 .592510 (.060982) .119575
Contract charges (.037371) (.013636) (.046314) (.012776) (.014283)
Ending unit value - Dec. 31 4.096488 1.588961 5.359692 1.439440 1.680710
Percentage increase (decrease)
in unit value*(a) 10% 21% 20% 11% 23%
=================================================================================================================
1995
Beginning unit value - Jan. 1 3.210584 .974545 3.424310 .960039 1.001544
Reinvested capital gains
and dividends .338236 .102679 .262606 .075533 .078671
Unrealized gain (loss) .197671 .249364 .821416 .276728 .302706
Contract charges (.034000) (.010988) (.037262) (.011115) (.011575)
Ending unit value - Dec. 31 3.712491 1.315600 4.471070 1.301185 1.371346
Percentage increase (decrease)
in unit value*(a) 16% 35% 31% 36% 37%
=================================================================================================================
1994
Beginning unit value - Jan. 1 3.397953 .994981 3.448520 .987051 1.000000
Reinvested capital gains
and dividends .285090 .007092 .333965 .038465 .008959
Unrealized gain (loss) (.440620) (.018188) (.325363) (.056248) (.004289)
Contract charges (.031839) (.009340) (.032812) (.009229) (.003126)
Ending unit value - Dec. 31 3.210584 .974545 3.424310 .960039 1.001544
Percentage increase (decrease)
in unit value*(a) (6)% (2)% (1)% (3)% 0%(b)
=================================================================================================================
</TABLE>
* An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance charge
discussed in note 2; and
(b) This investment option was not being utilized for the entire year
indicated.
<PAGE> 13
SCHEDULE I, CONTINUED
NACo VARIABLE ACCOUNT
TIER I
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
FIDPURTN INVCOAM MASFIP MFSGROPP MFSHIINC
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996
Beginning unit value - Jan. 1 $1.154955 1.498194 1.156444 6.114190 4.949752
Reinvested capital gains
and dividends .149398 .106623 .087565 .796398 .454249
Unrealized gain (loss) .024641 .181689 (.003056) .534047 .164181
Contract charges (.011650) (.015409) (.011193) (.064403) (.050022)
Ending unit value - Dec. 31 $1.317344 1.771097 1.229760 7.380232 5.518160
Percentage increase (decrease)
in unit value*(a) 14% 18% 6% 21% 11%
=====================================================================================================
1995
Beginning unit value - Jan. 1 $ .959935 1.157835 .980782 4.589533 4.265493
Reinvested capital gains
and dividends .060993 .093079 .073523 .768242 .403605
Unrealized gain (loss) .144010 .259870 .112302 .807886 .325361
Contract charges (.009983) (.012590) (.010163) (.051471) (.044707)
Ending unit value - Dec. 31 $1.154955 1.498194 1.156444 6.114190 4.949752
Percentage increase (decrease)
in unit value*(a) 20% 29% 18% 33% 16%
=====================================================================================================
1994
Beginning unit value - Jan. 1 $1.000000 1.167040 1.000000 4.834037 4.422523
Reinvested capital gains
and dividends .059967 .067770 .029902 .376509 .374437
Unrealized gain (loss) (.096987) (.065957) (.046046) (.576664) (.490350)
Contract charges (.003045) (.011018) (.003074) (.044349) (.041117)
Ending unit value - Dec. 31 $ .959935 1.157835 .980782 4.589533 4.265493
Percentage increase (decrease)
in unit value*(a) (4)%(b) (1)% (2)%(b) (5)% (4)%
=====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
MFSGRSTK NWFUND NWGROFD NWMYMKT
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996
Beginning unit value - Jan. 1 8.942612 12.191058 2.667201 2.774433
Reinvested capital gains
and dividends 2.580988 1.119203 .234869 .137555
Unrealized gain (loss) (.547864) 1.782082 .208017 .000000
Contract charges (.094914) (.127964) (.027079) (.027140)
Ending unit value - Dec. 31 10.880822 14.964379 3.083008 2.884848
Percentage increase (decrease)
in unit value*(a) 22% 23% 16% 4%
==========================================================================================
1995
Beginning unit value - Jan. 1 7.034148 9.468045 2.092009 2.654661
Reinvested capital gains
and dividends 1.177905 .820350 .282003 .145674
Unrealized gain (loss) .807395 2.003431 .316217 .000000
Contract charges (.076836) (.100768) (.023028) (.025902)
Ending unit value - Dec. 31 8.942612 12.191058 2.667201 2.774433
Percentage increase (decrease)
in unit value*(a) 27% 29% 27% 5%
==========================================================================================
1994
Beginning unit value - Jan. 1 7.613442 9.502760 2.081399 2.583387
Reinvested capital gains
and dividends .717173 .927943 .079372 .096188
Unrealized gain (loss) (1.229319) (.873192) (.049054) .000000
Contract charges (.067148) (.089466) (.019708) (.024914)
Ending unit value - Dec. 31 7.034148 9.468045 2.092009 2.654661
Percentage increase (decrease)
in unit value*(a) (8)% 0% 1% 3%
==========================================================================================
</TABLE>
* An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance
charge discussed in note 2; and
(b) This investment option was not being utilized for the entire year
indicated.
<PAGE> 14
SCHEDULE I, CONTINUED
NACo VARIABLE ACCOUNT
TIER I
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
NBGUARD PUTINVFD PUTVOYFD SEI500IX
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996
Beginning unit value - Jan. 1 $1.250781 11.305164 2.752130 1.000000
Reinvested capital gains
and dividends .081755 1.592658 .194543 .026831
Unrealized gain (loss) .140476 .815178 .156646 .119166
Contract charges (.012602) (.118499) (.028440) (.006666)
Ending unit value - Dec. 31 $1.460410 13.594501 3.074879 1.139331
Percentage increase (decrease)
in unit value*(a) 17% 20% 12% 14%(b)
================================================================================================
1995
Beginning unit value - Jan. 1 $ .955773 8.297318 1.982311 **
Reinvested capital gains
and dividends .054385 1.391197 .146629
Unrealized gain (loss) .251433 1.710170 .645332
Contract charges (.010810) (.093521) (.022142)
Ending unit value - Dec. 31 $1.250781 11.305164 2.752130
Percentage increase (decrease)
in unit value*(a) 31% 36% 39%
================================================================================================
1994
Beginning unit value - Jan. 1 $1.000000 8.652501 1.992379 **
Reinvested capital gains
and dividends .019568 .771381 .083642
Unrealized gain (loss) (.060786) (1.046752) (.075428)
Contract charges (.003009) (.079812) (.018282)
Ending unit value - Dec. 31 $ .955773 8.297318 1.982311
Percentage increase (decrease)
in unit value*(a) (4)%(b) (4)% (1)%
================================================================================================
</TABLE>
<TABLE>
<CAPTION>
SELGROFD AIMTREAS TRINTSTK TEMFORFD
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996
Beginning unit value - Jan. 1 8.934609 1.119630 1.025854 1.040054
Reinvested capital gains
and dividends .806272 .060169 .031576 .050902
Unrealized gain (loss) 1.073420 .000000 .131644 .135281
Contract charges (.093989) (.010890) (.010515) (.010657)
Ending unit value - Dec. 31 10.720312 1.168909 1.178559 1.215580
Percentage increase (decrease)
in unit value*(a) 20% 4% 15% 17%
==========================================================================================================
1995
Beginning unit value - Jan. 1 7.020585 1.066889 .929695 .944596
Reinvested capital gains
and dividends .931537 .063099 .030917 .065652
Unrealized gain (loss) 1.057625 .000000 .074337 .039222
Contract charges (.075138) (.010358) (.009095) (.009416)
Ending unit value - Dec. 31 8.934609 1.119630 1.025854 1.040054
Percentage increase (decrease)
in unit value*(a) 27% 5% 10% 10%
==========================================================================================================
1994
Beginning unit value - Jan. 1 7.370495 1.034183 1.000000 1.000000
Reinvested capital gains
and dividends .708203 .042627 .057013 .067522
Unrealized gain (loss) (.990524) .000000 (.124310) (.119861)
Contract charges (.067589) (.009921) (.003008) (.003065)
Ending unit value - Dec. 31 7.020585 1.066889 .929695 .944596
Percentage increase (decrease)
in unit value*(a) (5)% 3% (7)%(b) (6)%(b)
==========================================================================================================
</TABLE>
- ------------
* An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance
charge discussed in note 2; and
(b) This investment option was not being utilized for the entire year
indicated.
** This investment option was not being utilized or was not available.
<PAGE> 15
SCHEDULE I, CONTINUED
NACo VARIABLE ACCOUNT
TIER II
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
ACTCGRO ACTCULTRA BDFDAM DRY3DCEN EVTOTRET
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996**
Beginning unit value - Jan. 1 $4.005400 1.263551 2.039710 2.238323 1.741651
Reinvested capital gains
and dividends .087834 .080940 .153274 .381035 .097041
Unrealized gain (loss) .510412 .093189 (.017408) .160941 .126149
Contract charges (.039315) (.012357) (.019094) (.022939) (.016687)
Ending unit value - Dec. 31 $4.564331 1.425323 2.156482 2.757360 1.948154
Percentage increase (decrease)
in unit value* 14% 13% 6% 23% 12%
=====================================================================================================
FIDMGIN FIDOTC FIDPURTN INVCOAM MASFIP
- -----------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 $1.301185 1.371346 1.154955 1.498194 1.156444
Reinvested capital gains
and dividends .212017 .204118 .149424 .106652 .087582
Unrealized gain (loss) (.060958) .119571 .024643 .181690 (.003070)
Contract charges (.012322) (.013763) (.011237) (.014846) (.010784)
Ending unit value - Dec. 31 $1.439922 1.681272 1.317785 1.771690 1.230172
Percentage increase (decrease)
in unit value* 11% 23% 14% 18% 6%
=====================================================================================================
NWGROFD NWMYMKT NBGUARD PUTINVFD PUTVOYFD
- -----------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 $2.667201 2.774433 1.250781 11.305164 2.752130
Reinvested capital gains
and dividends .234942 .137569 .081779 1.593150 .194604
Unrealized gain (loss) .208009 .000000 .140490 .814965 .156592
Contract charges (.026112) (.026179) (.012151) (.114228) (.027417)
Ending unit value - Dec. 31 $3.084040 2.885823 1.460899 13.599051 3.075909
Percentage increase (decrease)
in unit value* 16% 4% 17% 20% 12%
=====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
FEDUSGVT FIDCAPINC FIDCONTR FIDEQINC
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996**
Beginning unit value - Jan. 1 1.195751 3.712491 1.315600 4.471070
Reinvested capital gains
and dividends .064282 .331792 .135300 .342492
Unrealized gain (loss) (.021804) .089634 .151738 .592577
Contract charges (.011063) (.036045) (.013145) (.044654)
Ending unit value - Dec. 31 1.227166 4.097872 1.589493 5.361485
Percentage increase (decrease)
in unit value* 3% 10% 21% 20%
===============================================================================================
MFSGROPP MFSHILNC MFSGRSTK NWFUND
- -----------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 6.114190 4.949752 8.942612 12.191058
Reinvested capital gains
and dividends .796653 .454286 2.581814 1.119531
Unrealized gain (loss) .533950 .164222 (.548474) 1.782165
Contract charges (.062088) (.048235) (.091486) (.123368)
Ending unit value - Dec. 31 7.382705 5.520025 10.884466 14.969386
Percentage increase (decrease)
in unit value* 21% 12% 22% 23%
===============================================================================================
SEI500IX SELGROFD AIMTREAS TRINTSTK TEMFORFD
- --------------------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 1.000000 8.934609 1.119630 1.025854 1.040054
Reinvested capital gains
and dividends .026838 .806490 .060222 .031586 .050915
Unrealized gain (loss) .119195 1.073413 .000000 .131635 .135292
Contract charges (.006322) (.090611) (.010548) (.010122) (.010274)
Ending unit value - Dec. 31 1.139711 10.723901 1.169304 1.178953 1.215987
Percentage increase (decrease)
in unit value* 14% 20% 4% 15% 17%
==============================================================================================================
</TABLE>
- ------------
* An annualized rate of return cannot be determined as contract charges do not
include the annual contract maintenance charge discussed in note 2.
** See Note 2.
<PAGE> 16
SCHEDULE I, CONTINUED
NACo VARIABLE ACCOUNT
TIER III
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
ACTCGRO ACTCULTRA BDFDAM DRY3DCEN EVTOTRET
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996**
Beginning unit value - Jan. 1 $4.005400 1.263551 2.039710 2.238323 1.741651
Reinvested capital gains
and dividends .087890 .080992 .153287 .381270 .097072
Unrealized gain (loss) .510493 .093175 (.017364) .160833 .126189
Contract charges (.036395) (.011440) (.017665) (.021219) (.015454)
Ending unit value - Dec. 31 $4.567388 1.426278 2.157968 2.759207 1.949458
Percentage increase (decrease)
in unit value* 14% 13% 6% 23% 12%
=====================================================================================================
FIDMGIN FIDOTC FIDPURTN INVCOAM MASFIP
- ----------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 $1.301185 1.371346 1.154955 1.498194 1.156444
Reinvested capital gains
and dividends .212025 .204210 .149474 .106708 .087615
Unrealized gain (loss) (.060908) .119575 .024644 .181715 (.003065)
Contract charges (.011416) (.012733) (.010406) (.013741) (.009999)
Ending unit value - Dec. 31 $1.440886 1.682398 1.318667 1.772876 1.230995
Percentage increase (decrease)
in unit value* 11% 23% 14% 18% 6%
=====================================================================================================
NWGROFD NWMYMKT NBGUARD PUTINVFD PUTVOYFD
- -----------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 $2.667201 2.774433 1.250781 11.305164 2.752130
Reinvested capital gains
and dividends .235085 .137590 .081828 1.594134 .194729
Unrealized gain (loss) .207994 .000000 .140516 .814558 .156502
Contract charges (.024175) (.024251) (.011248) (.105700) (.025391)
Ending unit value - Dec. 31 $3.086105 2.887772 1.461877 13.608156 3.077970
Percentage increase (decrease)
in unit value* 16% 4% 17% 20% 12%
=====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
FEDUSGVT FIDCAPINC FIDCONTR FIDEQINC
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996**
Beginning unit value - Jan. 1 1.195751 3.712491 1.315600 4.471070
Reinvested capital gains
and dividends .064289 .331849 .135343 .342626
Unrealized gain (loss) (.021782) .089680 .151789 .592722
Contract charges (.010263) (.033380) (.012175) (.041344)
Ending unit value - Dec. 31 1.227995 4.100640 1.590557 5.365074
Percentage increase (decrease)
in unit value* 3% 10% 21% 20%
=========================================================================================
MFSGROPP MFSHIINC MFSGRSTK NWFUND
- -----------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 6.114190 4.949752 8.942612 12.191058
Reinvested capital gains
and dividends .797163 .454402 2.583466 1.120188
Unrealized gain (loss) .533743 .164251 (.549708) 1.782324
Contract charges (.057445) (.044652) (.084612) (.114166)
Ending unit value - Dec. 31 7.387651 5.523753 10.891758 14.979404
Percentage increase (decrease)
in unit value* 21% 12% 22% 23%
=========================================================================================
SEI500IX SELGROFD AIMTREAS TRINTSTK TEMFORFD
- ------------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 1.000000 8.934609 1.119630 1.025854 1.040054
Reinvested capital gains
and dividends .026850 .806926 .060222 .031607 .050940
Unrealized gain (loss) .119236 1.073386 .000000 .131656 .135312
Contract charges (.005615) (.083839) (.009759) (.009375) (.009506)
Ending unit value - Dec. 31 1.140471 10.731082 1.170093 1.179742 1.216800
Percentage increase (decrease)
in unit value* 14% 20% 5% 15% 17%
=====================================================================================================
</TABLE>
- -----------
* An annualized rate of return cannot be determined as contract charges do not
include the annual contract maintenance charge discussed in note 2.
** See Note 2.
<PAGE> 17
SCHEDULE I, CONTINUED
NACo VARIABLE ACCOUNT
TIER IV
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
ACTCGRO ACTCULTRA BDFDAM DRY3DCEN EVTOTRET
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996**
Beginning unit value - Jan. 1 $4.005400 1.263551 2.039710 2.238323 1.741651
Reinvested capital gains
and dividends .087945 .081043 .153338 .381504 .097103
Unrealized gain (loss) .510579 .093156 (.017364) .160732 .126228
Contract charges (.033476) (.010516) (.016230) (.019505) (.014219)
Ending unit value - Dec. 31 $4.570448 1.427234 2.159454 2.761054 1.950763
Percentage increase (decrease)
in unit value* 14% 13% 6% 23% 12%
=====================================================================================================
FIDMGIN FIDOTC FIDPURTN INVCOAM MASFIP
- -----------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 $1.301185 1.371346 1.154955 1.498194 1.156444
Reinvested capital gains
and dividends .212032 .204302 .149526 .106765 .087649
Unrealized gain (loss) (.060864) .119570 .024632 .181750 (.003055)
Contract charges (.010503) (.011693) (.009563) (.012646) (.009219)
Ending unit value - Dec. 31 $1.441850 1.683525 1.319550 1.774063 1.231819
Percentage increase (decrease)
in unit value* 11% 23% 14% 18% 7%
=====================================================================================================
NWGROFD NWMYMKL MBGUARD PUTINVFD PULVOYFD
- ------------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 $2.667201 2.774433 1.250781 11.305164 2.752190
Reinvested capital gains
and dividends .235228 .137615 .081878 1.595118 .194853
Unrealized gain (loss) .207994 .000000 .140555 .814144 .156384
Contract charges (.022252) (.022328) (.010358) (.097159) (.023334)
Ending unit value - Dec. 31 $3.088171 2.889720 1.462856 13.617267 3.080033
Percentage increase (decrease) 16% 4% 17% 20% 12%
in unit value*
=====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
FEDUSGVT FIDCAPINC FIDCONTR FIDEQINC
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996**
Beginning unit value - Jan. 1 1.195751 3.712491 1.315600 4.471070
Reinvested capital gains
and dividends .064301 .331908 .135385 .342759
Unrealized gain (loss) (.021787) .089714 .151823 .592856
Contract charges (.009442) (.030706) (.011187) (.038020)
Ending unit value - Dec. 31 1.228823 4.103407 1.591621 5.368665
Percentage increase (decrease)
in unit value* 3% 11% 21% 20%
==========================================================================================
MFSGROPP MFSHIINC MFSGRSTK NWFUND
- ------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 6.114190 4.949752 8.942612 12.191058
Reinvested capital gains
and dividends .797673 .454488 2.585118 1.120845
Unrealized gain (loss) .533536 .164320 (.550938) 1.782490
Contract charges (.052798) (.041081) (.077737) (.104964)
Ending unit value - Dec. 31 7.392601 5.527479 10.899055 14.989429
Percentage increase (decrease)
in unit value* 21% 12% 22% 23%
==========================================================================================
SEI500IX SELGROFD AIMTREAS TRINTSIK TEMFORFD
- --------------------------------------------------------------------------------------------------------
1996**
Beginning unit value - Jan. 1 1.000000 8.934609 1.119630 1.025854 1.040054
Reinvested capital gains
and dividends .026663 .807363 .060226 .031627 .050965
Unrealized gain (loss) .119289 1.073355 .000000 .131676 .135346
Contract charges (.004921) (.077060) (.008973) (.008625) (.008750)
Ending unit value - Dec. 31 1.141231 10.738267 1.170883 1.180532 1.217615
Percentage increase (decrease)
in unit value* 14% 20% 5% 15% 17%
========================================================================================================
</TABLE>
- ---------
* An annualized rate of return cannot be determined as contract charges do not
include the annual contract maintenance charge discussed in note 2.
** See Note 2.
See Note 3.
<PAGE> 42
<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) as of December 31,
1996 and 1995, and the related consolidated statements of income, shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles.
In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
Columbus, Ohio
January 31, 1997
<PAGE> 2
<TABLE>
<CAPTION>
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1996 and 1995
($000's omitted)
Assets 1996 1995
------ ----------------- ----------------
<S> <C> <C>
Investments (notes 5, 8 and 9):
Securities available-for-sale, at fair value:
Fixed maturity securities (cost $11,970,878 in 1996; $11,862,556 in 1995) $12,304,639 12,485,564
Equity securities (cost $43,890 in 1996; $23,617 in 1995) 59,131 29,953
Mortgage loans on real estate, net 5,272,119 4,602,764
Real estate, net 265,759 229,442
Policy loans 371,816 336,356
Other long-term investments 28,668 61,989
Short-term investments (note 13) 4,789 32,792
----------------- ----------------
18,306,921 17,778,860
----------------- ----------------
Cash 43,784 9,455
Accrued investment income 210,182 212,963
Deferred policy acquisition costs 1,366,509 1,020,356
Investment in subsidiaries classified as discontinued operations (notes 1 and 2) 485,707 506,677
Other assets (note 6) 426,441 388,214
Assets held in Separate Accounts (note 8) 26,926,702 18,591,108
----------------- ----------------
$47,766,246 38,507,633
================= ================
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims (notes 6 and 8) $17,179,060 16,358,614
Policyholders' dividend accumulations 361,401 348,027
Other policyholder funds 60,073 65,297
Accrued federal income tax (note 7):
Current 30,170 35,301
Deferred 162,212 246,627
----------------- ----------------
192,382 281,928
----------------- ----------------
Dividend payable to shareholder (notes 1 and 2) 485,707 -
Other liabilities 423,047 234,147
Liabilities related to Separate Accounts (note 8) 26,926,702 18,591,108
----------------- ----------------
45,628,372 35,879,121
----------------- ----------------
Commitments and contingencies (notes 6, 9 and 15)
Shareholder's equity (notes 3, 4, 5, 12 and 13):
Capital shares, $1 par value. Authorized 5,000,000 shares, issued and
outstanding 3,814,779 shares 3,815 3,815
Additional paid-in capital 527,874 657,118
Retained earnings 1,432,593 1,583,275
Unrealized gains on securities available-for-sale, net 173,592 384,304
----------------- ----------------
2,137,874 2,628,512
----------------- ----------------
$47,766,246 38,507,633
================= ================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
--------------- -------------- -------------
<S> <C> <C> <C>
Revenues (note 16):
Investment product and universal life insurance product policy charges $ 400,902 286,534 217,245
Traditional life insurance premiums 198,642 199,106 176,658
Net investment income (note 5) 1,357,759 1,294,033 1,210,811
Realized losses on investments (note 5) (326) (1,724) (16,527)
Other income 35,861 20,702 11,312
--------------- -------------- -------------
1,992,838 1,798,651 1,599,499
--------------- -------------- -------------
Benefits and expenses:
Benefits and claims 1,160,580 1,115,493 992,667
Provision for policyholders' dividends on participating policies (note 12) 40,973 39,937 38,754
Amortization of deferred policy acquisition costs 133,394 82,695 85,568
Other operating expenses (note 13) 342,394 272,954 240,652
--------------- -------------- -------------
1,677,341 1,511,079 1,357,641
--------------- -------------- -------------
Income from continuing operations before federal income tax expense 315,497 287,572 241,858
--------------- -------------- -------------
Federal income tax expense (benefit) (note 7):
Current 116,512 88,700 73,559
Deferred (5,623) 11,108 5,030
--------------- -------------- -------------
110,889 99,808 78,589
--------------- -------------- -------------
Income from continuing operations 204,608 187,764 163,269
Income from discontinued operations (less federal income tax expense of
$4,453, $7,446 and $10,915 in 1996, 1995 and 1994, respectively) (note 2) 11,324 24,714 20,459
--------------- -------------- -------------
Net income $ 215,932 212,478 183,728
=============== ============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Shareholder's Equity
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
Unrealized
gains (losses)
Additional on securities Total
Capital paid-in Retained available-for- shareholder's
shares capital earnings sale, net equity
----------- ------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
1994:
Balance, beginning of year $3,815 406,089 1,194,519 6,745 1,611,168
Capital contribution - 200,000 - - 200,000
Net income - - 183,728 - 183,728
Adjustment for change in accounting for
certain investments in debt and equity
securities, net (note 4) - - - 212,553 212,553
Unrealized losses on securities available-
for-sale, net - - - (338,971) (338,971)
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 606,089 1,378,247 (119,673) 1,868,478
=========== ============= =============== ================= ===============
1995:
Balance, beginning of year 3,815 606,089 1,378,247 (119,673) 1,868,478
Capital contribution (note 13) - 51,029 - (4,111) 46,918
Dividends to shareholder - - (7,450) - (7,450)
Net income - - 212,478 - 212,478
Unrealized gains on securities available-
for-sale, net - - - 508,088 508,088
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 657,118 1,583,275 384,304 2,628,512
=========== ============= =============== ================= ===============
1996:
Balance, beginning of year 3,815 657,118 1,583,275 384,304 2,628,512
Capital contribution (note 13) - 25 5 - 30
Dividends to shareholder - (129,269) (366,619) (39,819) (535,707)
Net income - - 215,932 - 215,932
Unrealized losses on securities available-
for-sale, net - - - (170,893) (170,893)
----------- ------------- --------------- ----------------- ---------------
Balance, end of year $3,815 527,874 1,432,593 173,592 2,137,874
=========== ============= =============== ================= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
---------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 215,932 212,478 183,728
Adjustments to reconcile net income to net cash provided by operating
activities:
Capitalization of deferred policy acquisition costs (422,572) (321,327) (242,431)
Amortization of deferred policy acquisition costs 133,394 82,695 85,568
Amortization and depreciation 6,962 10,234 3,603
Realized (gains) losses on invested assets, net (284) 3,250 16,094
Deferred federal income tax expense (benefit) 7,603 (30,673) 9,946
Decrease (increase) in accrued investment income 2,781 (16,999) (12,808)
(Increase) decrease in other assets (38,876) 39,880 (102,676)
Increase in policy liabilities 305,755 135,937 118,361
Increase in policyholders' dividend accumulations 13,374 12,639 15,298
(Decrease) increase in accrued federal income tax payable (5,131) 30,836 (5,714)
Increase in other liabilities 188,900 26,851 506
Other, net (61,679) 1,832 (29,595)
--------------- --------------- ---------------
Net cash provided by operating activities 346,159 187,633 39,880
---------------- --------------- ---------------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 1,162,766 634,553 544,843
Proceeds from sale of securities available-for-sale 299,558 107,345 228,308
Proceeds from maturity of fixed maturity securities held-to-maturity - 564,450 491,862
Proceeds from repayments of mortgage loans on real estate 309,050 207,832 190,574
Proceeds from sale of real estate 18,519 48,331 46,713
Proceeds from repayments of policy loans and sale of other invested assets 22,795 53,587 120,506
Cost of securities available-for-sale acquired (1,573,640) (1,942,413) (1,816,370)
Cost of fixed maturity securities held-to-maturity acquired - (593,636) (410,379)
Cost of mortgage loans on real estate acquired (972,776) (796,026) (471,570)
Cost of real estate acquired (7,862) (10,928) (6,385)
Policy loans issued and other invested assets acquired (57,740) (75,910) (65,302)
Short-term investments, net 28,003 77,837 (89,376)
Purchase of affiliate (note 13) - - (155,000)
---------------- --------------- ---------------
Net cash used in investing activities (771,327) (1,724,978) (1,391,576)
---------------- --------------- ---------------
Cash flows from financing activities:
Proceeds from capital contributions 30 - 200,000
Dividends paid to shareholder (50,000) (7,450) -
Increase in investment product and universal life insurance
product account balances 2,293,933 2,809,385 3,547,976
Decrease in investment product and universal life insurance
product account balances (1,784,466) (1,258,758) (2,412,595)
---------------- --------------- --------------
Net cash provided by financing activities 459,497 1,543,177 1,335,381
---------------- --------------- --------------
Net increase (decrease) in cash 34,329 5,832 (16,315)
---------------- --------------- ---------------
Cash, beginning of year 9,455 3,623 19,938
---------------- --------------- ---------------
Cash, end of year $ 43,784 9,455 3,623
================ =============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996, 1995 and 1994
($000's omitted)
(1) Organization and Description of Business
----------------------------------------
Nationwide Life Insurance Company (NLIC) is a wholly owned subsidiary
of Nationwide Corporation (Nationwide Corp.). Wholly owned subsidiaries
of NLIC include Nationwide Life and Annuity Insurance Company (NLAIC),
Employers Life Insurance Company of Wausau and subsidiaries (ELICW),
National Casualty Company (NCC), West Coast Life Insurance Company
(WCLIC), Nationwide Advisory Services, Inc. (formerly Nationwide
Financial Services, Inc.), Nationwide Investment Services Corporation
(formerly PEBSCO Securities Corporation) (NISC) and NWE, Inc. NLIC and
its subsidiaries are collectively referred to as "the Company."
Nationwide Corp. formed Nationwide Financial Services, Inc. (NFS) in
November 1996 as a holding company for NLIC and the other companies of
the Nationwide Insurance Enterprise that offer or distribute long-term
savings and retirement products. On January 27, 1997, Nationwide Corp.
contributed to NFS the common stock of NLIC and three marketing and
distribution companies. NFS is planning an initial public offering of
its Class A common stock during the first quarter of 1997.
In anticipation of the restructuring described above, on September 24,
1996, NLIC's Board of Directors declared a dividend payable January 1,
1997 to Nationwide Corp. consisting of the outstanding shares of common
stock of certain subsidiaries (ELICW, NCC and WCLIC) that do not offer
or distribute long-term savings and retirement products. In addition,
during 1996, NLIC entered into two reinsurance agreements whereby all
of NLIC's accident and health and group life insurance business was
ceded to ELICW and another affiliate effective January 1, 1996. These
subsidiaries and all accident and health and group life insurance
business have been accounted for as discontinued operations for all
periods presented. See notes 2 and 13.
In addition, as part of the restructuring described above, NLIC intends
to make an $850,000 distribution to NFS which will then make an
equivalent distribution to Nationwide Corp.
The Company is a leading provider of long-term savings and retirement
products to retail and institutional customers and is subject to
competition from other financial services providers throughout the
United States. The Company is subject to regulation by the Insurance
Departments of states in which it is licensed, and undergoes periodic
examinations by those departments.
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
LEGAL/REGULATORY RISK is the risk that changes in the legal or
regulatory environment in which an insurer operates will create
additional expenses not anticipated by the insurer in pricing its
products. That is, regulatory initiatives, new legal theories or
insurance company insolvencies through guaranty fund assessments
may create costs for the insurer beyond those currently recorded
in the consolidated financial statements. The Company mitigates
this risk by offering a wide range of products and by operating
throughout the United States, thus reducing its exposure to any
single product or jurisdiction, and also by employing underwriting
practices which identify and minimize the adverse impact of this
risk.
CREDIT RISK is the risk that issuers of securities owned by the
Company or mortgagors on mortgage loans on real estate owned by
the Company will default or that other parties, including
reinsurers, which owe the Company money, will not pay. The Company
minimizes this risk by adhering to a conservative investment
strategy, by maintaining reinsurance and credit and collection
policies and by providing for any amounts deemed uncollectible.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
INTEREST RATE RISK is the risk that interest rates will change and
cause a decrease in the value of an insurer's investments. This
change in rates may cause certain interest-sensitive products to
become uncompetitive or may cause disintermediation. The Company
mitigates this risk by charging fees for non-conformance with
certain policy provisions, by offering products that transfer this
risk to the purchaser, and/or by attempting to match the maturity
schedule of its assets with the expected payouts of its
liabilities. To the extent that liabilities come due more quickly
than assets mature, an insurer would have to borrow funds or sell
assets prior to maturity and potentially recognize a gain or loss.
(2) Discontinued Operations
-----------------------
As discussed in note 1, NFS is a holding company for NLIC and certain
other companies that offer or distribute long-term savings and
retirement products. Prior to the contribution by Nationwide Corp. to
NFS of the outstanding common stock of NLIC and other companies, NLIC
effected certain transactions with respect to certain subsidiaries and
lines of business that were unrelated to long-term savings and
retirement products.
On September 24, 1996, NLIC's Board of Directors declared a dividend to
Nationwide Corp. consisting of the outstanding shares of common stock
of three subsidiaries: 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
that serves as a fronting company for a property and casualty
subsidiary of Nationwide Mutual Insurance Company (NMIC), an affiliate.
NCC maintains its offices in Scottsdale, Arizona. WCLIC writes high
dollar term life insurance policies and is located in San Francisco,
California. ELICW, NCC and WCLIC have been accounted for as
discontinued operations for all periods presented. NLIC did not
recognize any gain or loss on the disposal of these subsidiaries.
A summary of the combined results of operations, including the results
of the accident and health and group life insurance business ELICW
assumed from NLIC in 1996, and assets and liabilities of ELICW, NCC and
WCLIC as of and for the years ended December 31, 1996, 1995 and 1994 is
as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Revenues $ 668,870 422,149 84,226
Net income 11,324 26,456 11,753
Assets, consisting primarily of investments 3,029,293 2,967,326 2,537,692
Liabilities, consisting primarily of policy benefits and claims 2,543,586 2,460,649 2,179,263
</TABLE>
During 1996, NLIC entered into two reinsurance agreements whereby all
of NLIC's accident and health and group life insurance business was
ceded to ELICW and NMIC, effective January 1, 1996. See note 13 for a
complete discussion of the reinsurance agreements. NLIC 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
and will cease writing any new business prior to December 31, 1997.
NLIC's accident and health and group life insurance business is
accounted for as discontinued operations for all periods presented.
NLIC 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 NLIC.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
A summary of the results of operations, net of amounts ceded to ELICW
and NMIC in 1996, and assets and liabilities of NLIC's accident and
health and group life insurance business as of and for the years ended
December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Revenues $ - 354,788 362,476
Net income (loss) - (1,742) 8,706
Assets, consisting primarily of investments 259,185 239,426 234,082
Liabilities, consisting primarily of policy benefits and claims 259,185 239,426 234,082
</TABLE>
(3) Summary of Significant Accounting Policies
------------------------------------------
The significant accounting policies followed by the Company that
materially affect financial reporting are summarized below. The
accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which
differ from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for NLIC and its insurance
subsidiaries, filed with the department of insurance of each insurance
company's state of domicile, are prepared on the basis of accounting
practices prescribed or permitted by each department. Prescribed
statutory accounting practices include a variety of publications of the
National Association of Insurance Commissioners (NAIC), as well as
state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not
so prescribed. The Company has no material permitted statutory
accounting practices.
In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent
assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ significantly from those
estimates.
The most significant estimates include those used in determining
deferred policy acquisition costs, valuation allowances for mortgage
loans on real estate and real estate investments and the liability for
future policy benefits and claims. Although some variability is
inherent in these estimates, management believes the amounts provided
are adequate.
(a) Consolidation Policy
--------------------
The consolidated financial statements include the accounts of NLIC
and its wholly owned subsidiaries. Subsidiaries that are
classified and reported as discontinued operations are not
consolidated but rather are reported as "Investment in
Subsidiaries Classified as Discontinued Operations" in the
accompanying consolidated balance sheets and "Income for
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, 1996 or 1995.
<PAGE> 9
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
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 are included in interest income in the period received.
Real estate is carried at cost less accumulated depreciation and
valuation allowances. Other long-term investments are carried on
the equity basis, adjusted for valuation allowances. Impairment
losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the
assets' carrying amount.
Realized gains and losses on the sale of investments are
determined on the basis of specific security identification.
Estimates for valuation allowances and other than temporary
declines are included in realized gains and losses on investments.
(c) Revenues and Benefits
---------------------
INVESTMENT PRODUCTS AND UNIVERSAL LIFE INSURANCE PRODUCTS:
Investment products consist primarily of individual and group
variable and fixed annuities, annuities without life contingencies
and guaranteed investment contracts. Universal life insurance
products include universal life insurance, variable universal life
insurance and other interest-sensitive life insurance policies.
Revenues for investment products and universal life insurance
products consist of 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.
ACCIDENT AND HEALTH INSURANCE PRODUCTS: Accident and health
insurance premiums are recognized as revenue over the terms of the
policies. Policy claims are charged to expense in the period that
the claims are incurred. All accident and health insurance
business is accounted for as discontinued operations. See note 2.
(d) Deferred Policy Acquisition Costs
---------------------------------
The costs of acquiring new business, principally commissions,
certain expenses of the policy issue and underwriting department
and certain variable agency expenses have been deferred. For
investment products and universal life insurance products,
deferred policy acquisition costs are being amortized with
interest over the lives of the policies in relation to the present
value of estimated future gross profits from projected interest
margins, 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 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 3(b).
<PAGE> 10
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(e) Separate Accounts
-----------------
Separate Account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. The investment income and gains or losses
of these accounts accrue directly to the contractholders. The
activity of the Separate Accounts is not reflected in the
consolidated statements of income and cash flows except for the
fees the Company receives.
(f) Future Policy Benefits
----------------------
Future policy benefits for investment products in the accumulation
phase, universal life insurance and variable universal life
insurance policies have been calculated based on participants'
contributions plus interest credited less applicable contract
charges.
Future policy benefits for traditional life insurance policies
have been calculated using a net level premium method based on
estimates of mortality, morbidity, investment yields and
withdrawals which were used or which were being experienced at the
time the policies were issued, rather than the assumptions
prescribed by state regulatory authorities. See note 6.
Future policy benefits and claims for collectively renewable
long-term disability policies and group long-term disability
policies are the present value of amounts not yet due on reported
claims and an estimate of amounts to be paid on incurred but
unreported claims. The impact of reserve discounting is not
material. Future policy benefits and claims on other group health
insurance policies are not discounted. All health insurance
business is accounted for as discontinued operations. See note 2.
(g) Participating Business
----------------------
Participating business represents approximately 52% in 1996 (54%
in 1995 and 55% in 1994) of the Company's life insurance in force,
78% in 1996 (79% in 1995 and 79% in 1994) of the number of life
insurance policies in force, and 40% in 1996 (47% in 1995 and 51%
in 1994) of life insurance premiums. The provision for
policyholder dividends is based on current dividend scales. Future
dividends are provided for ratably in future policy benefits based
on dividend scales in effect at the time the policies were issued.
(h) Federal Income Tax
------------------
The Company, with the exception of ELICW, files a consolidated
federal income tax return with NMIC, the majority shareholder of
Nationwide Corp. The members of the consolidated tax return group
have a tax sharing arrangement which provides, in effect, for each
member to bear essentially the same federal income tax liability
as if separate tax returns were filed. Through 1994, ELICW filed a
consolidated federal income tax return with Employers Insurance of
Wausau A Mutual Company, an affiliate. Beginning in 1995, ELICW
files a separate federal income tax return.
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.
<PAGE> 11
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(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 2 and 13.
(j) Reclassification
----------------
Certain items in the 1995 and 1994 consolidated financial
statements have been reclassified to conform to the 1996
presentation.
(4) Change in Accounting Principle
------------------------------
Effective January 1, 1994, the Company changed its method of accounting
for certain investments in debt and equity securities in connection
with the issuance of STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES. As of January 1, 1994, the Company classified fixed
maturity securities with amortized cost and fair value of $6,299,665
and $6,721,714, respectively, as available-for-sale and recorded the
securities at fair value. Previously, these securities were recorded at
amortized cost. The effect as of January 1, 1994 has been recorded as a
direct credit to shareholder's equity as follows:
<TABLE>
<CAPTION>
<S> <C>
Excess of fair value over amortized cost of fixed maturity
securities available-for-sale $ 422,049
Adjustment to deferred policy acquisition costs (95,044)
Deferred federal income tax (114,452)
--------------
$ 212,553
==============
</TABLE>
(5) Investments
-----------
The amortized cost and estimated fair value of securities
available-for-sale were as follows as of December 31, 1996:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
1996:
Fixed maturity securities:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 275,696 4,795 (1,340) 279,151
Obligations of states and political subdivisions 6,242 450 (2) 6,690
Debt securities issued by foreign governments 100,656 2,141 (857) 101,940
Corporate securities 7,999,310 285,946 (33,686) 8,251,570
Mortgage-backed securities 3,588,974 91,438 (15,124) 3,665,288
------------ ---------- ------------ ------------
Total fixed maturity securities 11,970,878 384,770 (51,009) 12,304,639
Equity securities 43,890 15,571 (330) 59,131
------------ ---------- ------------ ------------
$12,014,768 400,341 (51,339) 12,363,770
============ ========== ============ ============
</TABLE>
<PAGE> 12
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The amortized cost and estimated fair value of securities
available-for-sale were as follows as of December 31, 1995:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
------------ ---------- ----------- ---------------
<S> <C> <C> <C> <C>
1995:
Fixed maturity securities:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 310,186 12,764 (1) 322,949
Obligations of states and political subdivisions 8,655 1,205 (1) 9,859
Debt securities issued by foreign governments 101,414 4,387 (66) 105,735
Corporate securities 7,888,440 473,681 (25,742) 8,336,379
Mortgage-backed securities 3,553,861 165,169 (8,388) 3,710,642
------------ ---------- ----------- ---------------
Total fixed maturity securities 11,862,556 657,206 (34,198) 12,485,564
Equity securities 23,617 6,382 (46) 29,953
------------ ---------- ----------- ---------------
$11,886,173 663,588 (34,244) 12,515,517
============ ========== =========== ===============
</TABLE>
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1996, by contractual
maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
cost fair value
--------------- --------------
<S> <C> <C>
Fixed maturity securities available-for-sale:
Due in one year or less $ 440,235 444,214
Due after one year through five years 3,937,010 4,053,152
Due after five years through ten years 2,809,813 2,871,806
Due after ten years 1,194,846 1,270,179
--------------- --------------
8,381,904 8,639,351
Mortgage-backed securities 3,588,974 3,665,288
--------------- --------------
$11,970,878 12,304,639
=============== ==============
</TABLE>
The components of unrealized gains on securities available-for-sale,
net, were as follows as of December 31:
<TABLE>
<CAPTION>
1996 1995
--------------- --------------
<S> <C> <C>
Gross unrealized gains $349,002 629,344
Adjustment to deferred policy acquisition costs (81,939) (138,914)
Deferred federal income tax (93,471) (171,649)
--------------- --------------
173,592 318,781
Unrealized gains on securities available-for-sale, net, of
subsidiaries classified as discontinued operations (note 2) - 65,523
--------------- --------------
$173,592 384,304
=============== ==============
</TABLE>
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
An analysis of the change in gross unrealized gains (losses) on
securities available-for-sale and fixed maturity securities
held-to-maturity follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- ------------- --------------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(289,247) 876,332 (675,373)
Equity securities 8,905 (26) (1,927)
Fixed maturity securities held-to-maturity - 75,626 (398,183)
--------------- ------------- --------------
$(280,342) 951,932 (1,075,483)
=============== ============= ==============
</TABLE>
Proceeds from the sale of securities available-for-sale during 1996,
1995 and 1994 were $299,558, $107,345 and $228,308, respectively.
During 1996, gross gains of $6,606 ($4,838 and $3,045 in 1995 and 1994,
respectively) and gross losses of $6,925 ($2,147 and $21,280 in 1995
and 1994, respectively) were realized on those sales.
During 1995, the Company transferred fixed maturity securities
classified as held-to-maturity with amortized cost of $25,429 to
available-for-sale securities due to evidence of a significant
deterioration in the issuer's creditworthiness. The transfer of those
fixed maturity securities resulted in a gross unrealized loss of
$3,535.
As permitted by the Financial Accounting Standards Board's Special
Report, A GUIDE TO IMPLEMENTATION OF STATEMENT 115 ON ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued in November
1995 the Company transferred all of its fixed maturity securities
previously classified as held-to-maturity to available-for-sale. As of
December 14, 1995, the date of transfer, the fixed maturity securities
had amortized cost of $3,320,093, resulting in a gross unrealized gain
of $155,940.
Investments that were non-income producing for the twelve month period
preceding December 31, 1996 amounted to $26,805 ($27,712 in 1995) and
consisted of $248 ($6,982 in 1995) in fixed maturity securities,
$20,633 ($14,740 in 1995) in real estate and $5,924 ($5,990 in 1995) in
other long-term investments.
Real estate is presented at cost less accumulated depreciation of
$30,338 as of December 31, 1996 ($30,482 as of December 31, 1995) and
valuation allowances of $15,219 as of December 31, 1996 ($25,819 as of
December 31, 1995).
The recorded investment of mortgage loans on real estate considered to
be impaired (under SFAS NO. 114 - ACCOUNTING BY CREDITORS FOR
IMPAIRMENT OF A LOAN as amended by SFAS NO. 118 - ACCOUNTING BY
CREDITORS FOR IMPAIRMENT OF A LOAN-INCOME RECOGNITION AND DISCLOSURE)
as of December 31, 1996 was $51,765 ($44,409 as of December 31, 1995),
which includes $41,663 ($23,975 as of December 31, 1995) of impaired
mortgage loans on real estate for which the related valuation allowance
was $8,485 ($5,276 as of December 31, 1995) and $10,102 ($20,434 as of
December 31, 1995) of impaired mortgage loans on real estate for which
there was no valuation allowance. During 1996, the average recorded
investment in impaired mortgage loans on real estate was approximately
$39,674 ($22,181 in 1995) and interest income recognized on those loans
was $2,103 ($387 in 1995), which is equal to interest income recognized
using a cash-basis method of income recognition.
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995
------------- --------------
<S> <C> <C>
Allowance, beginning of year $49,128 46,381
Additions charged to operations 4,497 7,433
Direct write-downs charged against the allowance (2,587) (4,686)
------------- -------------
Allowance, end of year $51,038 49,128
============= ==============
</TABLE>
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- ------------- ------------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $ 917,135 685,787 647,927
Equity securities 1,291 1,330 509
Fixed maturity securities held-to-maturity - 201,808 185,938
Mortgage loans on real estate 432,815 395,478 372,734
Real estate 44,332 38,344 40,170
Short-term investments 4,155 10,576 6,141
Other 3,998 7,239 2,121
--------------- ------------- --------------
Total investment income 1,403,726 1,340,562 1,255,540
Less investment expenses 45,967 46,529 44,729
--------------- ------------- ---------------
Net investment income $1,357,759 1,294,033 1,210,811
=============== ============= ==============
</TABLE>
An analysis of realized gains (losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(3,462) 4,213 (7,296)
Equity securities 3,143 3,386 1,422
Mortgage loans on real estate (4,115) (7,091) (20,446)
Real estate and other 4,108 (2,232) 9,793
------------ ------------ ------------
$ (326) (1,724) (16,527)
============ ============ ============
</TABLE>
Fixed maturity securities with an amortized cost of $6,161 and $5,592
as of December 31, 1996 and 1995, respectively, were on deposit with
various regulatory agencies as required by law.
(6) Future Policy Benefits and Claims
---------------------------------
The liability for future policy benefits for investment contracts
represents approximately 87% and 87% of the total liability for future
policy benefits as of December 31, 1996 and 1995, respectively. The
average interest rate credited on investment product policies was
approximately 6.3%, 6.6% and 6.5% for the years ended December 31,
1996, 1995 and 1994, respectively.
The liability for future policy benefits for traditional life insurance
policies has been established based upon the following assumptions:
Interest rates: Interest rates vary as follows:
--------------
<TABLE>
<CAPTION>
Year of issue Interest rates
----------------- ----------------------------------------
<S> <C>
1996 6.6%, not graded
1984-1995 6.0% to 10.5%, not graded
1966-1983 6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%
1965 and prior generally lower than post 1965 issues
</TABLE>
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
WITHDRAWALS: Rates, which vary by issue age, type of coverage
and policy duration, are based on Company experience.
MORTALITY: Mortality and morbidity rates are based on
published tables, modified for the Company's actual
experience.
The Company has entered into a reinsurance contract to cede a portion
of its general account individual annuity business to The Franklin Life
Insurance Company (Franklin). Total recoveries due from Franklin were
$240,451 and $245,255 as of December 31, 1996 and 1995, respectively.
The contract is immaterial to the Company's results of operations. The
ceding of risk does not discharge the original insurer from its primary
obligation to the policyholder. Under the terms of the contract,
Franklin has established a trust as collateral for the recoveries. The
trust assets are invested in investment grade securities, the market
value of which must at all times be greater than or equal to 102% of
the reinsured reserves.
The Company has reinsurance agreements with certain affiliates as
described in note 13. All other reinsurance agreements are not material
to either premiums or reinsurance recoverables.
(7) Federal Income Tax
-------------------
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
----------------- ---------------
<S> <C> <C>
Deferred tax assets:
Future policy benefits $175,571 149,192
Liabilities in Separate Accounts 188,426 129,120
Mortgage loans on real estate and real estate 23,366 25,165
Other policyholder funds 7,407 7,424
Other assets and other liabilities 53,757 41,847
----------------- ---------------
Total gross deferred tax assets 448,527 352,748
Less valuation allowances (7,000) (7,000)
----------------- ---------------
Net deferred tax assets 441,527 345,748
================= ===============
Deferred tax liabilities:
Deferred policy acquisition costs 399,345 299,579
Fixed maturity securities 133,210 227,345
Deferred tax on realized investment gains 37,597 40,634
Equity securities and other long-term investments 8,210 3,780
Other 25,377 21,037
----------------- ---------------
Total gross deferred tax liabilities 603,739 592,375
----------------- ---------------
$162,212 246,627
================= ===============
</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, 1996, 1995 and 1994.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Total federal income tax expense for the years ended December 31, 1996,
1995 and 1994 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------------------- ---------------------- ----------------------
Amount % Amount % Amount %
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $110,424 35.0 $100,650 35.0 $84,650 35.0
Tax exempt interest and dividends
received deduction (212) (0.1) (18) (0.0) (130) (0.1)
Other, net 677 0.3 (824) (0.3) (5,931) (2.5)
------------ -------- ------------- -------- ------------- --------
Total (effective rate of each year) $110,889 35.2 $ 99,808 34.7 $78,589 32.5
============ ======== ============= ======== ============= ========
</TABLE>
Total federal income tax paid was $115,839, $51,840 and $83,239
during the years ended December 31, 1996, 1995 and 1994,
respectively.
(8) Disclosures about Fair Value of Financial Instruments
-----------------------------------------------------
SFAS NO. 107 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(SFAS 107) requires disclosure of fair value information about existing
on and off-balance sheet financial instruments. SFAS 107 defines the
fair value of a financial instrument as the amount at which the
financial instrument could be exchanged in a current transaction
between willing parties. In cases where quoted market prices are not
available, fair value is based on estimates using present value or
other valuation techniques.
These techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows.
Although fair value estimates are calculated using assumptions that
management believes are appropriate, changes in assumptions could cause
these estimates to vary materially. In that regard, the derived fair
value estimates cannot be substantiated by comparison to independent
markets and, in many cases, could not be realized in the immediate
settlement of the instruments. SFAS 107 excludes certain assets and
liabilities from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the underlying
value of the Company.
Although insurance contracts, other than policies such as annuities
that are classified as investment contracts, are specifically exempted
from SFAS 107 disclosures, estimated fair value of policy reserves on
life insurance contracts is provided to make the fair value disclosures
more meaningful.
The tax ramifications of the related unrealized gains and losses can
have a significant effect on fair value estimates and have not been
considered in the estimates.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures:
CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
FIXED MATURITY AND EQUITY SECURITIES: Fair value for fixed
maturity securities is based on quoted market prices, where
available. For fixed maturity securities not actively traded, fair
value is estimated using values obtained from independent pricing
services or, in the case of private placements, is estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the
investments. The fair value for equity securities is based on
quoted market prices.
SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of assets
held in Separate Accounts is based on quoted market prices. The
fair value of liabilities related to Separate Accounts is the
amount payable on demand, which includes certain surrender
charges.
<PAGE> 17
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
MORTGAGE LOANS ON REAL ESTATE: The fair value for mortgage loans
on real estate is estimated using discounted cash flow analyses,
using interest rates currently being offered for similar loans to
borrowers with similar credit ratings. Loans with similar
characteristics are aggregated for purposes of the calculations.
Fair value for mortgages in default is the estimated fair value of
the underlying collateral.
INVESTMENT CONTRACTS: Fair value for the Company's liabilities
under investment type contracts is disclosed using two methods.
For investment contracts without defined maturities, fair value is
the amount payable on demand. For investment contracts with known
or determined maturities, fair value is estimated using discounted
cash flow analyses. Interest rates used are similar to currently
offered contracts with maturities consistent with those remaining
for the contracts being valued.
POLICY RESERVES ON LIFE INSURANCE CONTRACTS: Included are
disclosures for individual life insurance, universal life
insurance and supplementary contracts with life contingencies for
which the estimated fair value is the amount payable on demand.
Also included are disclosures for the Company's limited payment
policies, which the Company has used discounted cash flow analyses
similar to those used for investment contracts with known
maturities to estimate fair value.
POLICYHOLDERS' DIVIDEND ACCUMULATIONS AND OTHER POLICYHOLDER
FUNDS: The carrying amount reported in the consolidated balance
sheets for these instruments approximates their fair value.
COMMITMENTS TO EXTEND CREDIT: Commitments to extend credit have
nominal fair value because of the short-term nature of such
commitments. See note 9.
Carrying amount and estimated fair value of financial instruments
subject to SFAS 107 and policy reserves on life insurance contracts
were as follows as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
------------------------------ -------------------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
------------------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Assets
------
Investments:
Securities available-for-sale:
Fixed maturity securities $12,304,639 12,304,639 12,485,564 12,485,564
Equity securities 59,131 59,131 29,953 29,953
Mortgage loans on real estate, net 5,272,119 5,397,865 4,602,764 4,961,655
Policy loans 371,816 371,816 336,356 336,356
Short-term investments 4,789 4,789 32,792 32,792
Cash 43,784 43,784 9,455 9,455
Assets held in Separate Accounts 26,926,702 26,926,702 18,591,108 18,591,108
Liabilities
-----------
Investment contracts 13,914,441 13,484,526 13,229,360 12,876,798
Policy reserves on life insurance contracts 2,971,337 2,775,991 2,836,323 2,733,486
Policyholders' dividend accumulations 361,401 361,401 348,027 348,027
Other policyholder funds 60,073 60,073 65,297 65,297
Liabilities related to Separate Accounts 26,926,702 26,164,213 18,591,108 18,052,362
</TABLE>
(9) Additional Financial Instruments Disclosures
--------------------------------------------
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a
party to financial instruments with off-balance-sheet risk in the
normal course of business through management of its investment
portfolio. These financial instruments include commitments to extend
credit in the form of loans. These instruments involve, to varying
degrees, elements of credit risk in excess of amounts recognized on the
consolidated balance sheets.
<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Commitments to fund fixed rate mortgage loans on real estate are
agreements to lend to a borrower, and are subject to conditions
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment
of a deposit. Commitments extended by the Company are based on
management's case-by-case credit evaluation of the borrower and the
borrower's loan collateral. The underlying mortgage property represents
the collateral if the commitment is funded. The Company's policy for
new mortgage loans on real estate is to lend no more than 75% of
collateral value. Should the commitment be funded, the Company's
exposure to credit loss in the event of nonperformance by the borrower
is represented by the contractual amounts of these commitments less the
net realizable value of the collateral. The contractual amounts also
represent the cash requirements for all unfunded commitments.
Commitments on mortgage loans on real estate of $327,456 extending into
1997 were outstanding as of December 31, 1996.
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
commercial mortgage loans on real estate to customers throughout the
United States. The Company has a diversified portfolio with no more
than 21% (20% in 1995) in any geographic area and no more than 2% (2%
in 1995) with any one borrower as of December 31, 1996.
The Company had a significant reinsurance recoverable balance from one
reinsurer as of December 31, 1996 and 1995. See note 6.
The summary below depicts loans by remaining principal balance as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Apartment
Office Warehouse Retail & other Total
------------ ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
1996:
East North Central $139,518 119,069 549,064 215,038 1,022,689
East South Central 33,267 22,252 172,968 90,623 319,110
Mountain 17,972 43,027 113,292 73,390 247,681
Middle Atlantic 129,077 54,046 160,833 18,498 362,454
New England 33,348 43,581 161,960 - 238,889
Pacific 202,562 325,046 424,295 110,108 1,062,011
South Atlantic 103,889 134,492 482,934 385,185 1,106,500
West North Central 126,467 2,441 75,180 40,529 244,617
West South Central 104,877 120,314 197,090 304,256 726,537
------------- ------------- ------------- -------------- ------------
$890,977 864,268 2,337,616 1,237,627 5,330,488
============ ============= ============= =============
Less valuation allowances and unamortized discount 58,369
--------------
Total mortgage loans on real estate, net $5,272,119
==============
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1995:
East North Central $138,965 101,925 514,995 175,213 931,098
East South Central 21,329 13,053 180,858 82,383 297,623
Mountain - 17,219 138,220 45,274 200,713
Middle Atlantic 116,187 64,813 158,252 10,793 350,045
New England 9,559 39,525 148,449 1 197,534
Pacific 183,206 233,186 374,915 105,419 896,726
South Atlantic 106,246 73,541 446,800 278,265 904,852
West North Central 133,899 14,205 78,065 36,651 262,820
West South Central 69,140 92,594 190,299 267,268 619,301
------------ ------------ ------------- ------------- --------------
$778,531 650,061 2,230,853 1,001,267 4,660,712
============ ============= ============= =============
Less valuation allowances and unamortized discount 57,948
--------------
Total mortgage loans on real estate, net $4,602,764
==============
</TABLE>
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(10) Pension Plan
------------
The Company is a participant, together with other affiliated companies,
in a pension plan covering all employees who have completed at least
one thousand hours of service within a twelve-month period and who have
met certain age requirements. Benefits are based upon the highest
average annual salary of a specified number of consecutive years of the
last ten years of service. The Company funds pension costs accrued for
direct employees plus an allocation of pension costs accrued for
employees of affiliates whose work efforts benefit the Company.
Effective January 1, 1995, the plan was amended to provide enhanced
benefits for participants who met certain eligibility requirements and
elected early retirement no later than March 15, 1995. The entire cost
of the enhanced benefit was borne by NMIC and certain of its property
and casualty insurance company affiliates.
Effective December 31, 1995, the Nationwide Insurance Companies and
Affiliates Retirement Plan was merged with the Farmland Mutual
Insurance Company Employees' Retirement Plan and the Wausau Insurance
Companies Pension Plan to form the Nationwide Insurance Enterprise
Retirement Plan. Immediately prior to the merger, the plans were
amended to provide consistent benefits for service after January 1,
1996. These amendments had no significant impact on the accumulated
benefit obligation or projected benefit obligation as of December 31,
1995.
Pension costs charged to operations by the Company during the years
ended December 31, 1996, 1995 and 1994 were $7,381, $10,478 and
$10,063, respectively.
The Company's net accrued pension expense as of December 31, 1996 and
1995 was $1,075 and $1,392, respectively.
The net periodic pension cost for the Nationwide Insurance Enterprise
Retirement Plan as a whole for the year ended December 31, 1996 and for
the Nationwide Insurance Companies and Affiliates Retirement Plan as a
whole for the years ended December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- ---------------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 75,466 64,524 64,740
Interest cost on projected benefit obligation 105,511 95,283 73,951
Actual return on plan assets (210,583) (249,294) (21,495)
Net amortization and deferral 101,795 143,353 (62,150)
--------------- --------------- ---------------
$ 72,189 53,866 55,046
=============== =============== ===============
</TABLE>
Basis for measurements, net periodic pension cost:
<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- ---------------
<S> <C> <C> <C>
Weighted average discount rate 6.00% 7.50% 5.75%
Rate of increase in future compensation levels 4.25% 6.25% 4.50%
Expected long-term rate of return on plan assets 6.75% 8.75% 7.00%
</TABLE>
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Information regarding the funded status of the Nationwide Insurance
Enterprise Retirement Plan as a whole as of December 31, 1996 and 1995
follows:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Accumulated benefit obligation:
Vested $1,338,554 1,236,730
Nonvested 11,149 26,503
--------------- ---------------
$1,349,703 1,263,233
=============== ===============
Net accrued pension expense:
Projected benefit obligation for services rendered to
date $1,847,828 1,780,616
Plan assets at fair value 1,947,933 1,738,004
--------------- ---------------
Plan assets in excess of (less than) projected benefit
obligation 100,105 (42,612)
Unrecognized prior service cost 37,870 42,845
Unrecognized net gains (201,952) (63,130)
Unrecognized net asset at transition 37,158 41,305
--------------- ---------------
$ (26,819) (21,592)
=============== ===============
</TABLE>
Basis for measurements, funded status of plan:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Weighted average discount rate 6.50% 6.00%
Rate of increase in future compensation levels 4.75% 4.25%
</TABLE>
Assets of the Nationwide Insurance Enterprise Retirement Plan are
invested in group annuity contracts of NLIC and ELICW.
(11) Postretirement Benefits Other Than Pensions
-------------------------------------------
In addition to the defined benefit pension plan, the Company, together
with other affiliated companies, participates in life and health care
defined benefit plans for qualifying retirees. Postretirement life and
health care benefits are contributory and generally available to full
time employees who have attained age 55 and have accumulated 15 years
of service with the Company after reaching age 40. Postretirement
health care benefit contributions are adjusted annually and contain
cost-sharing features such as deductibles and coinsurance. In addition,
there are caps on the Company's portion of the per-participant cost of
the postretirement health care benefits. These caps can increase
annually, but not more than three percent. The Company's policy is to
fund the cost of health care benefits in amounts determined at the
discretion of management. Plan assets are invested primarily in group
annuity contracts of NLIC.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation; however, certain affiliated
companies elected to amortize their initial transition obligation over
periods ranging from 10 to 20 years.
The Company's accrued postretirement benefit expense as of December 31,
1996 and 1995 was $34,884 and $33,537, respectively, and the net
periodic postretirement benefit cost (NPPBC) for 1996, 1995 and 1994
was $3,286, $3,132 and $4,284, respectively.
<PAGE> 21
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The amount of NPPBC for the plan as a whole for the years ended
December 31, 1996, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $ 6,541 6,235 8,586
Interest cost on accumulated postretirement benefit obligation 13,679 14,151 14,011
Actual return on plan assets (4,348) (2,657) (1,622)
Amortization of unrecognized transition obligation of affiliates 173 2,966 568
Net amortization and deferral 1,830 (1,619) 1,622
----------- ----------- -----------
$17,875 19,076 23,165
=========== =========== ===========
</TABLE>
Information regarding the funded status of the plan as a whole as of
December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Accrued postretirement benefit expense:
Retirees $ 92,954 88,680
Fully eligible, active plan participants 23,749 28,793
Other active plan participants 83,986 90,375
--------------- ---------------
Accumulated postretirement benefit obligation (APBO) 200,689 207,848
Plan assets at fair value 63,044 54,325
--------------- ---------------
Plan assets less than accumulated postretirement benefit obligation (137,645) (153,523)
Unrecognized transition obligation of affiliates 1,654 1,827
Unrecognized net gains (23,225) (1,038)
--------------- ---------------
$(159,216) (152,734)
=============== ===============
</TABLE>
Actuarial assumptions used for the measurement of the APBO as of
December 31, 1996 and 1995 and the NPPBC for 1996, 1995 and 1994 were
as follows:
<TABLE>
<CAPTION>
1996 1996 1995 1995 1994
APBO NPPBC APBO NPPBC NPPBC
------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Discount rate 7.25% 6.65% 6.75% 8.00% 7.00%
Long-term rate of return on plan
assets, net of tax - 4.80% - 8.00% N/A
Assumed health care cost trend rate:
Initial rate 11.00% 11.00% 11.00% 10.00% 12.00%
Ultimate rate 6.00% 6.00% 6.00% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years 12 Years 12 Years
</TABLE>
The health care cost trend rate assumption has an effect on the amounts
reported. For the plan as a whole, a one percentage point increase in
the assumed health care cost trend rate would increase the APBO as of
December 31, 1996 by $701 and the NPPBC for the year ended December 31,
1996 by $83.
(12) Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
and Dividend Restrictions
---------------------------------------------------------------------
Each insurance company's state of domicile imposes minimum risk-based
capital requirements that were developed by the NAIC. The formulas for
determining the amount of risk-based capital specify various weighting
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. Regulatory compliance
is determined by a ratio of the company's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level
risk-based capital, as defined by the NAIC. Companies below specific
trigger points or ratios are classified within certain levels, each of
which requires specified corrective action. NLIC and each of its
insurance company subsidiaries exceed the minimum risk-based capital
requirements.
<PAGE> 22
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The statutory capital shares and surplus of NLIC as of December 31,
1996, 1995 and 1994 was $1,000,647, $1,363,031 and $1,262,861,
respectively. The statutory net income of NLIC for the years ended
December 31, 1996, 1995 and 1994 was $73,218, $86,529 and $76,532,
respectively.
NLIC is limited in the amount of shareholder dividends it may pay
without prior approval by the Department of Insurance of the State of
Ohio (the Department). NLIC's dividend of the outstanding shares of
common stock of certain companies which was declared on September 24,
1996 and the anticipated $850,000 dividend (as discussed in note 1) are
deemed extraordinary under Ohio insurance laws. As a result of such
dividends, any dividend paid by NLIC during the 12-month period
immediately following the $850,000 dividend would also be an
extraordinary dividend under Ohio insurance laws. Accordingly, no such
dividend could be paid without prior regulatory approval.
In addition, the payment of dividends by NLIC may also be subject to
restrictions set forth in the insurance laws of New York that limit the
amount of statutory profits on NLIC's participating policies (measured
before dividends to policyholders) that can inure to the benefit of the
Company and its stockholder.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and stockholder dividends
in the future.
(13) Transactions With Affiliates
----------------------------
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1996, 1995 and 1994, the
Company made lease payments to NMIC and its subsidiaries of $9,065,
$8,986 and $8,133, 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 $101,584, $107,112, and $100,601 in 1996,
1995 and 1994, 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
intercompany 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 $15,111 and $1,186 as of December 31, 1996 and 1995,
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 1996 and
1995 were not material. The Company believes that the terms of the
repurchase agreements are materially consistent with what the Company
could have obtained with unaffiliated parties.
<PAGE> 23
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Intercompany reinsurance contracts 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
NLIC'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 NLIC's agreements, the investment risk associated
with changes in interest rates is borne by NMIC or ELICW, as the case
may be. Risk of asset default is retained by NLIC, although a fee is
paid by NMIC or ELICW, as the case may be, to NLIC for the NLIC'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. NLIC believes that the terms of the modified coinsurance
agreements are consistent in all material respects with what NLIC could
have obtained with unaffiliated parties.
Amounts ceded to ELICW in 1996 are included in ELICW's results of
operations for 1996 which, combined with the results of WCLIC and NCC,
are summarized in note 2. Amounts ceded to ELICW in 1996 include
premiums of $224,224, net investment income and other revenue of
$14,833, and benefits, claims and other expenses of $246,641. Amounts
ceded to NMIC in 1996 include premiums of $97,331, net investment
income of $10,890, and benefits, claims and other expenses of $100,476.
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC) and California Cash
Management Company (CCMC), both affiliates, under which NCMC and CCMC
act as common agents in handling the purchase and sale of short-term
securities for the respective accounts of the participants. Amounts on
deposit with NCMC and CCMC were $4,789 and $9,654 as of December 31,
1996 and 1995, respectively, and are included in short-term investments
on the accompanying consolidated balance sheets.
On April, 5 1996, Nationwide Corp. contributed all of the outstanding
shares, with shareholder equity value of $30, of NISC to NLIC. NLIC
contributed an additional $500 to NISC on August 30, 1996.
On March 1, 1995, Nationwide Corp. contributed all of the outstanding
shares of common stock of Farmland Life Insurance Company (Farmland) to
NLIC. Farmland merged into WCLIC effective June 30, 1995. The
contribution resulted in a direct increase to consolidated
shareholder's equity of $46,918. As discussed in note 2, WCLIC is
accounted for as discontinued operations.
Effective December 31, 1994, NLIC purchased all of the outstanding
shares of common stock of ELICW from Wausau Service Corporation (WSC)
for $155,000. NLIC transferred fixed maturity securities and cash with
a fair value of $155,000 to WSC on December 28, 1994, which resulted in
a realized loss of $19,239 on the disposition of the securities. The
purchase price approximated both the historical cost basis and fair
value of net assets of ELICW. ELICW has and will continue to share home
office, other facilities, equipment and common management and
administrative services with WSC. As discussed in note 2, ELICW is
accounted for as discontinued operations.
Certain annuity products are sold through three affiliated companies
which are also subsidiaries of Nationwide Corp. Total commissions and
fees paid to these affiliates for the years ended December 31, 1996,
1995 and 1994 were $76,922, $57,280 and $50,168, respectively.
(14) Bank Lines of Credit
--------------------
In August 1996, NLIC, along with NMIC, established a $600,000 revolving
credit facility which provides for a $600,000 loan over a five year
term on a fully revolving basis with a group of national financial
institutions. The credit facility provides for several and not joint
liability with respect to any amount drawn by either NLIC or NMIC. NLIC
and NMIC pay facility and usage fees to the financial institutions to
maintain the revolving credit facility. All previously existing line of
credit agreements were canceled.
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(15) Contingencies
-------------
The Company is a defendant in various lawsuits. In the opinion of
management, the effects, if any, of such lawsuits are not expected to
be material to the Company's financial position or results of
operations.
(16) Segment Information
-------------------
The Company has three primary segments: Variable Annuities, Fixed
Annuities and Life Insurance. The Variable Annuities segment consists
of annuity contracts that provide the customer with the opportunity to
invest in mutual funds managed by the Company and independent
investment managers, with the investment returns accumulating on a
tax-deferred basis. The Fixed Annuities segment consists of annuity
contracts that generate a return for the customer at a specified
interest rate, fixed for a prescribed period, with returns accumulating
on a tax-deferred basis. The Life Insurance segment consists of
insurance products that provide a death benefit and may also allow the
customer to build cash value on a tax-deferred basis. In addition, the
Company reports corporate expenses and investments, and the related
investment income supporting capital not specifically allocated to its
product segments in a Corporate and Other segment. In addition, all
realized gains and losses, investment management fees and other revenue
earned from mutual funds, other than the portion allocated to the
variable annuities and life insurance segments, are reported in the
Corporate and Other segment.
During 1996, the Company changed its reporting segments to better
reflect the way the businesses are managed. Prior periods have been
restated to reflect these changes.
The following table summarizes the revenues and income from continuing
operations before federal income tax expense for the years ended
December 31, 1996, 1995 and 1994 and assets as of December 31, 1996,
1995 and 1994, by business segment.
<TABLE>
<CAPTION>
1996 1995 1994
----------------- --------------- ---------------
<S> <C> <C> <C>
Revenues:
Variable Annuities $ 284,638 189,071 132,687
Fixed Annuities 1,092,566 1,051,970 939,868
Life Insurance 435,657 409,135 383,150
Corporate and Other 179,977 148,475 143,794
----------------- --------------- ---------------
$ 1,992,838 1,798,651 1,599,499
================= =============== ===============
Income from continuing operations before federal income tax
expense:
Variable Annuities 90,244 50,837 24,574
Fixed Annuities 135,405 137,000 138,950
Life Insurance 67,242 67,590 53,046
Corporate and Other 22,606 32,145 25,288
----------------- --------------- ---------------
$ 315,497 287,572 241,858
================= =============== ===============
Assets:
Variable Annuities 25,069,725 17,333,039 11,146,465
Fixed Annuities 13,994,715 13,250,359 11,668,973
Life Insurance 3,353,286 3,027,420 2,752,283
Corporate and Other 5,348,520 4,896,815 3,678,303
----------------- --------------- ---------------
$47,766,246 38,507,633 29,246,024
================= =============== ===============
</TABLE>
<PAGE> 25
<TABLE>
SCHEDULE I
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Consolidated Summary of Investments -
Other Than Investments in Related Parties
As of December 31, 1996
($000's omitted)
<CAPTION>
- --------------------------------------------------------------- --------------- -------------- -----------------
Column A Column B Column C Column D
- --------------------------------------------------------------- --------------- -------------- -----------------
Amount at which
shown in the
consolidated
Type of Investment Cost Market value balance sheet
- --------------------------------------------------------------- --------------- -------------- -----------------
<S> <C> <C> <C>
Fixed maturity securities available-for-sale:
Bonds:
U.S. Government and government agencies and authorities $ 3,757,887 3,834,762 3,834,762
States, municipalities and political subdivisions 6,242 6,690 6,690
Foreign governments 100,656 101,940 101,940
Public utilities 1,798,736 1,843,938 1,843,938
All other corporate 6,307,357 6,517,309 6,517,309
--------------- -------------- -----------------
Total fixed maturity securities available-for-sale 11,970,878 12,304,639 12,304,639
--------------- -------------- -----------------
Equity securities available-for-sale:
Common stocks:
Industrial, miscellaneous and all other 43,501 50,405 50,405
Non-redeemable preferred stock 389 8,726 8,726
--------------- -------------- -----------------
Total equity securities available-for-sale 43,890 59,131 59,131
--------------- -------------- -----------------
Mortgage loans on real estate, net 5,327,317 5,272,119 (1)
Real estate, net:
Investment properties 253,383 217,611 (1)
Acquired in satisfaction of debt 57,933 48,148 (1)
Policy loans 371,816 371,816
Other long-term investments 27,370 28,668 (2)
Short-term investments 4,789 4,789
--------------- ----------------
Total investments $18,057,376 18,306,921
=============== ================
<FN>
- ----------
(1) Difference from Column B is primarily due to valuation allowances due to
impairments on mortgage loans on real estate and due to accumulated
depreciation and valuation allowances due to impairments on real estate.
See note 5 to the consolidated financial statements.
(2) Difference from Column B is primarily due to operating gains of investments
in limited partnerships.
</TABLE>
See accompanying independent auditors' report.
<PAGE> 26
<TABLE>
<CAPTION>
SCHEDULE III
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Supplemental Insurance Information
As of December 31, 1996, 1995 and 1994
and for each of the years then ended
($000's omitted)
- ----------------------------------- -------------- ------------------ ----------------- ------------------ ---------------
Column A Column B Column C Column D Column E Column F
- ----------------------------------- -------------- ------------------ ----------------- ----------------- ---------------
Deferred Future policy Other policy
policy benefits, losses, claims and
acquisition claims and Unearned premiums benefits payable Premium
Segment costs loss expenses (1) (2) revenue
- ----------------------------------- -------------- ------------------ ----------------- ---------------- --------------
<C> <C> <C> <C> <C> <C>
1996: Variable Annuities $ 791,611 - - -
Fixed Annuities 242,421 14,952,877 687 24,030
Life Insurance 414,417 1,995,802 395,739 174,612
Corporate and Other (81,940) 230,381 25,048 -
-------------- ------------------ ---------------- --------------
Total $1,366,509 17,179,060 421,474 198,642
============== ================== ================ ==============
1995: Variable Annuities 571,283 - - -
Fixed Annuities 221,111 14,221,622 455 32,774
Life Insurance 366,876 1,898,641 383,983 166,332
Corporate and Other (138,914) 238,351 28,886 -
-------------- ------------------ ---------------- --------------
Total $1,020,356 16,358,614 413,324 199,106
============== ================== ================ ==============
1994: Variable Annuities 395,397 - - -
Fixed Annuities 198,639 12,633,253 240 20,134
Life Insurance 327,079 1,806,762 371,984 156,524
Corporate and Other 74,445 233,569 26,927 -
-------------- ------------------ ---------------- --------------
Total $ 995,560 14,673,584 399,151 176,658
============== ================== ================ ==============
<CAPTION>
- ----------------------------------- -------------- ------------------- ----------------- ---------------- --------------
Column A Column G Column H Column I Column J Column K
- ----------------------------------- -------------- ------------------- ----------------- ---------------- --------------
Net Amortization Other
investment Benefits, claims, of deferred operating
income losses and policy expenses Premiums
Segment (3) settlement expenses acquisition costs (3) written
- ----------------------------------- -------------- ------------------- ----------------- ----------------- --------------
1996: Variable Annuities $ (21,449) 4,624 57,412 132,357
Fixed Annuities 1,050,557 838,533 38,635 79,737
Life Insurance 174,002 211,386 37,347 78,965
Corporate and Other 154,649 106,037 - 51,335
-------------- ------------------- ----------------- -----------------
Total $1,357,759 1,160,580 133,394 342,394
============== =================== ================= =================
1995: Variable Annuities (17,640) 2,881 26,264 109,089
Fixed Annuities 1,002,718 804,980 29,499 80,260
Life Insurance 171,255 201,986 31,021 68,832
Corporate and Other 137,700 105,646 (4,089) 14,773
-------------- ------------------- ----------------- -----------------
Total $1,294,033 1,115,493 82,695 272,954
============== =================== ================= =================
1994: Variable Annuities (13,415) 2,277 22,135 83,701
Fixed Annuities 903,572 702,082 29,849 69,975
Life Insurance 166,329 191,006 29,495 69,861
Corporate and Other 154,325 97,302 4,089 17,115
-------------- ------------------- ----------------- -----------------
Total $1,210,811 992,667 85,568 240,652
============== =================== ================= =================
<FN>
- ----------
(1) Unearned premiums are included in Column C amounts.
(2) Column E agrees to the sum of the Balance Sheet captions, Policyholders'
dividend accumulations and Other policyholder funds.
(3) Allocations of net investment income and certain general expenses are based
on a number of assumptions and estimates, and reported operating results
would change by segment if different methods were applied.
</TABLE>
See accompanying independent auditors' report.
<PAGE> 27
SCHEDULE IV
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Reinsurance
As of December 31, 1996, 1995 and 1994
and for each of the years then ended
($000's omitted)
<TABLE>
<CAPTION>
- ------------------------------- ----------------- ----------------- ---------------- ---------------- ---------------
Column A Column B Column C Column D Column E Column F
- ------------------------------- ----------------- ----------------- ---------------- ---------------- ---------------
Percentage
Ceded to Assumed from of amount
Gross amount other companies other companies Net amount assumed to net
----------------- ----------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
1996:
Life insurance in force $47,071,264 6,633,567 288,593 40,726,290 0.7%
================= ================= ================ ================ ===============
Premiums:
Life insurance 225,615 29,282 2,309 198,642 1.2%
Accident and health insurance 291,871 305,789 13,918 - N/A
----------------- ----------------- ---------------- ---------------- ---------------
Total $ 517,486 335,071 16,227 198,642 8.2%
================= ================= ================ ================ ===============
1995:
Life Insurance in force $41,087,025 8,935,743 391,174 32,542,456 1.2%
================= ================= ================ ================ ===============
Premiums:
Life insurance 221,257 24,360 2,209 199,106 1.1%
Accident and health insurance 298,058 313,036 14,978 - N/A
----------------- ----------------- ---------------- ---------------- ---------------
Total $ 519,315 337,396 17,187 199,106 8.6%
================= ================= ================ ================ ===============
1994:
Life Insurance in force $35,926,633 7,550,623 829,742 29,205,752 2.8%
================= ================= ================ ================ ===============
Premiums:
Life insurance 198,705 24,912 2,865 176,658 1.6%
Accident and health insurance 303,435 321,696 18,261 - N/A
----------------- ----------------- ---------------- ---------------- ---------------
Total $ 502,140 346,608 21,126 176,658 12.0%
================= ================= ================ ================ ===============
<FN>
- ----------
Note: The life insurance caption represents principally premiums from
traditional life insurance and life-contingent immediate annuities and
excludes deposits on invesment products and universal life insurance
products.
</TABLE>
See accompanying independent auditors' report.
<PAGE> 28
<TABLE>
<CAPTION>
SCHEDULE V
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
- ------------------------------------------------- ------------ ----------------------------- ------------ -------------
Column A Column B Column C Column D Column E
- ------------------------------------------------- ------------ ----------------------------- ------------ -------------
Balance at Charged to Balance at
beginning of costs and Charged to Deductions end of
Description period expenses other accounts (1) period
- ------------------------------------------------- ------------ ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
1996:
Valuation allowances - mortgage loans on real
estate $49,128 4,497 - 2,587 51,038
Valuation allowances - real estate 25,819 (10,600) - - 15,219
------------ ------------ -------------- ------------ -------------
Total $74,947 (6,103) - 2,587 66,257
============ ============ ============== ============ =============
1995:
Valuation allowances - fixed maturity securities - 8,908 - 8,908 -
Valuation allowances - mortgage loans on real
estate 46,381 7,433 - 4,686 49,128
Valuation allowances - real estate 27,330 (1,511) - - 25,819
------------ ------------ -------------- ------------ -------------
Total $73,711 14,830 - 13,594 74,947
============ ============ ============== ============ =============
1994:
Valuation allowances - fixed maturity securities 4,800 (4,800) - - -
Valuation allowances - mortgage loans on real
estate 42,150 20,445 - 16,214 46,381
Valuation allowances - real estate 31,357 (4,027) - - 27,330
------------ ------------ -------------- ------------ -------------
Total $78,307 11,618 - 16,214 73,711
============ ============ ============== ============ =============
<FN>
- ----------
(1) Amounts represent direct write-downs charged against the valuation allowance.
</TABLE>
See accompanying independent auditors' report.
<PAGE> 43
Part C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Financial statements and schedule included in
Prospectus (Part A):
Condensed Financial Information 15
(2) Financial statements and schedule included in Part B: 41
Those financial statements and schedule required by
Item 23 to be included in Part B have been incorporated
therein by reference to the Prospectus (Part A).
Nationwide NACo Variable Account:
Independent Auditors' Report. 41
Statement of Assets, Liabilities and Contract Owners'
Equity as of December 31, 1996. 42
Statements of Operations and Changes in Contract
Owners' Equity for the years ended December 31, 1996,
1995 and 1994. 48
Notes to Financial Statements. 49
Schedules of Changes in Unit Value. 52
Nationwide Life Insurance Company:
Independent Auditors' Report. 58
Consolidated Balance Sheets as of December 31, 1996
and 1995. 59
Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994. 60
Consolidated Statements of Shareholder's Equity for the
years ended December 31, 1996, 1995 and 1994. 61
Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994. 62
Notes to Consolidated Financial Statements 63
Schedule I - Consolidated Summary of Investments -
Other Than Investments in Related Parties. 82
Schedule III - Supplementary Insurance Information. 83
Schedule IV - Reinsurance. 84
Schedule V - Valuation and Qualifying Accounts. 85
86 of 104
<PAGE> 44
Item 24. (b) Exhibits
(1) Resolution of the Depositor's Board of Directors authorizing the
establishment of the Registrant, adopted September 7, 1988. --Filed
previously with pre-effective Amendment No. 1 to the registration
statement, and hereby incorporated by reference.
(2) Not Applicable
(3) Underwriting or Distribution contract between the Registrant and
Principal Underwriter. --Filed previously with pre-effective
Amendment No. 1 to the registration statement, and hereby
incorporated by reference.
(4) The form of the variable annuity contract. --Filed previously with
pre-effective Amendment No. 1 to the registration statement, and
hereby incorporated by reference.
(5) Variable Annuity Application. --Filed previously with pre-effective
Amendment No. 1 to the registration statement, and hereby
incorporated by reference.
(6) Articles of Incorporation of Depositor. --Filed previously with
pre-effective Amendment No. 1 to the registration statement, and
hereby incorporated by reference.
(7) Not Applicable
(8) Not Applicable
(9) Opinion of Counsel. --Filed previously with pre-effective Amendment
No. 1 to the registration statement, and hereby incorporated by
reference.
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Performance Advertising Calculation Schedule. --Filed previously with
pre-effective Amendment No. 1 to the registration statement, and
hereby incorporated by reference.
87 of 104
<PAGE> 45
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
Lewis J. Alphin Director
519 Bethel Church Road
Mount Olive, NC 28365
Keith W. Eckel Director
1647 Falls Road
Clarks Summit, PA 18411
Willard J. Engel Director
1100 East Main Street
Marshall, MN 56258
Fred C. Finney Director
1558 West Moreland Road
Wooster, OH 44691
Charles L. Fuellgraf, Jr. Director
600 South Washington Street
Butler, PA 16001
Joseph J. Gasper President and Chief Operating Officer
One Nationwide Plaza and Director
Columbus, OH 43215
Henry S. Holloway Chairman of the Board
1247 Stafford Road and Director
Darlington, MD 21034
Dimon Richard McFerson Chairman and Chief Executive Officer-
One Nationwide Plaza Nationwide Insurance Enterprise
Columbus, OH 43215 and Director
David O. Miller Director
115 Sprague Drive
Hebron, OH 43025
C. Ray Noecker Director
2770 Winchester Southern S.
Ashville, OH 43103
James F. Patterson Director
8765 Mulberry Road
Chesterland, OH 44026
88 of 104
<PAGE> 46
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
Arden L. Shisler Director
1356 North Wenger Road
Dalton, OH 44618
Robert L. Stewart Director
88740 Fairview Road
Jewett, OH 43986
Nancy C. Thomas Director
10835 Georgetown Street NE
Louisville, OH 44641
Harold W. Weihl Director
14282 King Road
Bowling Green, OH 43402
Gordon E. McCutchan Executive Vice President,
One Nationwide Plaza Law and Corporate Services
Columbus, OH 43215 and Secretary
Robert A. Oakley Executive Vice President-
One Nationwide Plaza Chief Financial Officer
Columbus, OH 43215
Robert J. Woodward, Jr. Executive Vice President -
One Nationwide Plaza Chief Investment Officer
Columbus, OH 43215
James E. Brock Senior Vice President -
One Nationwide Plaza Life Company Operations
Columbus, OH 43215
W. Sidney Druen Senior Vice President and General
One Nationwide Plaza Counsel and Assistant Secretary
Columbus, OH 43215
Harvey S. Galloway, Jr. Senior Vice President-Chief Actuary-
One Nationwide Plaza Life, Health and Annuities
Columbus, OH 43215
Richard A. Karas Senior Vice President - Sales -
One Nationwide Plaza Financial Services
Columbus, OH 43215
Michael D. Bleiweiss Vice President-
One Nationwide Plaza Individual Annuity Operations
Columbus, OH 43215
89 of 104
<PAGE> 47
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
Matthew S. Easley Vice President -
One Nationwide Plaza Life Marketing and Administrative Service
Columbus, OH 43215
Ronald L. Eppley Vice President-
One Nationwide Plaza Applications Services
Columbus, OH 43215
Timothy E. Murphy Vice President-
One Nationwide Plaza Strategic Marketing
Columbus, Ohio 43215
R. Dennis Noice Vice President-
One Nationwide Plaza Retail Operations
Columbus, OH 43215
Joseph P. Rath Vice President
One Nationwide Plaza
Columbus, OH 43215
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT.
* Subsidiaries for which separate financial statements are filed
** Subsidiaries included in the respective consolidated financial
statements
*** Subsidiaries included in the respective group financial
statements filed for unconsolidated subsidiaries
**** other subsidiaries
90 of 104
<PAGE> 48
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(SEE ATTACHED
STATE CHART) UNLESS
OF OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
Affiliate Agency of Ohio, Inc. Ohio Life Insurance Agency
Affiliate Agency, Inc. Delaware Life Insurance Agency
Allnations, Inc. Ohio Promotes cooperative insurance corporations
worldwide
American Marine Underwriters, Inc. Florida Underwriting Manager
Auto Direkt Insurance Company Germany Insurance Company
California Cash Management Company California Investment Securities Agent
Colonial County Mutual insurance Texas Insurance Company
Company
Colonial Insurance Company of California Insurance Company
California
Columbus Insurance Brokerage and Germany Insurance Broker
Service GMBH
Companies Agency Insurance Services California Insurance Broker
of California
Companies Agency of Alabama, Inc. Alabama Insurance Broker
Companies Agency of Idaho, Inc. Idaho Insurance Broker
Companies Agency of Illinois, Inc. Illinois Acts as Collection Agent for Policies placed
through Brokers
Companies Agency of Kentucky, Inc. Kentucky Insurance Broker
Companies Agency of Massachusetts, Massachusetts Insurance Broker
Inc.
Companies Agency of New York, Inc. New York Insurance Broker
Companies Agency of Pennsylvania, Inc. Pennsylvania Insurance Broker
Companies Agency of Phoenix, Inc. Arizona Insurance Broker
Companies Agency of Texas, Inc. Texas Insurance Broker
Companies Agency, Inc. Wisconsin Insurance Broker
Companies Annuity Agency of Texas Insurance Broker
Texas, Inc.
Countrywide Services Corporation Delaware Products Liability, Investigative and Claims
Management Services
Employers Insurance of Wausau Wisconsin Insurance Company
A Mutual Company
** Employers Life Insurance Wisconsin Life Insurance Company
Company of Wausau
F & B, Inc. Iowa Insurance Agency
Farmland Mutual Insurance Company Iowa Insurance Company
Financial Horizons Distributors Alabama Life Insurance Agency
Agency of Alabama, Inc.
</TABLE>
91 of 104
<PAGE> 49
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(SEE ATTACHED
STATE CHART) UNLESS
OF OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
Financial Horizons Distributors Ohio Life Insurance Agency
Agency of Ohio, Inc.
Financial Horizons Distributors Oklahoma Life Insurance Agency
Agency of Oklahoma, Inc.
Financial Horizons Distributors Texas Life Insurance Agency
Agency of Texas, Inc.
* Financial Horizons Investment Trust Massachusetts Investment Company
Financial Horizons Securities Oklahoma Broker Dealer
Corporation
Gates, McDonald & Company Ohio Cost Control Business
Gates, McDonald & Company of Nevada Nevada Self-Insurance Administration Claims
Examinations and Data Processing Services
Gates, McDonald & Company of New New York Workers Compensation Claims Administration
York, Inc.
Gates, McDonald Health Plus, Inc. Ohio Managed Care Organization
Greater La Crosse Health Plans, Inc. Wisconsin Writes Commercial Health and Medicare
Supplement Insurance
Insurance Intermediaries, Inc. Ohio Insurance Broker and Insurance Agency
Key Health Plan, Inc. California Pre-paid health plans
Landmark Financial Services of New New York Life Insurance Agency
York, Inc.
Leben Direkt Insurance Company Germany Life Insurance Company
Lone Star General Agency, Inc. Texas Insurance Agency
** MRM Investments, Inc. Ohio Owns and operates a Recreational Ski Facility
** National Casualty Company Michigan Insurance Company
National Casualty Company of America, Great Britain Insurance Company
Ltd.
** National Premium and Benefit Delaware Insurance Administrative Services
Administration Company
** Nationwide Advisory Services, Inc. Ohio Registered Broker-Dealer, Investment Manager
and Administrator
Nationwide Agency, Inc. Ohio Insurance Agency
Nationwide Agribusiness Insurance Iowa Insurance Company
Company
Nationwide Asset Allocation Trust Massassachusetts Investment Company
Nationwide Cash Management Company Ohio Investment Securities Agent
Nationwide Communications, Inc. Ohio Radio Broadcasting Business
Nationwide Community Urban Ohio Redevelopment of blighted areas within the
Redevelopment Corporation City of Columbus, Ohio
Nationwide Corporation Ohio Organized for the purpose of acquiring,
holding, encumbering, transferring, or
otherwise disposing of shares, bonds, and other
evidences of indebtedness, securities, and
contracts of other persons, associations,
corporations, domestic or foreign and to form
or acquire the control of other corporations
* Nationwide Development Company Ohio Owns, leases and manages commercial real estate
</TABLE>
92 of 104
<PAGE> 50
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(SEE ATTACHED
STATE CHART) UNLESS
OF OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
Nationwide Financial Institution Delaware Insurance Agency
Distributors Agency, Inc.
Nationwide Financial Services, Inc. Delaware Holding Company
Nationwide General Insurance Company Ohio Insurance Company
Nationwide HMO, Inc. Ohio Health Maintenance Organization
* Nationwide Indemnity Company Ohio Reinsurance Company
Nationwide Insurance Enterprise Ohio Membership Non-Profit Corporation
Foundation
Nationwide Insurance Golf Charities, Ohio Membership Non-Profit Corporation
Inc.
* Nationwide Investing Massachusetts Investment Company
Foundation II
Nationwide Investing Foundation Michigan Investment Company
Nationwide Investment Services Oklahoma Registered Broker-Dealer in Deferred
Corporation Compensation Market
Nationwide Investors Services, Inc. Ohio Stock Transfer Agent
** Nationwide Life and Annuity Insurance Ohio Life Insurance Company
Company
** Nationwide Life Insurance Company Ohio Life Insurance Company
Nationwide Lloyds Texas Texas Lloyds Company
Nationwide Management Systems, Inc. Ohio Develops and operates Managed Care Delivery
System
Nationwide Mutual Fire Insurance Ohio Insurance Company
Company
Nationwide Mutual Insurance Company Ohio Insurance Company
Nationwide Properties, Ltd. Ohio Develops, owns and operates real estate and
real estate investments.
Nationwide Property and Casualty Ohio Insurance Company
Insurance Company
Nationwide Realty Investors, Ltd. Ohio Develops, owns and operates real estate and
real estate investments.
* Nationwide Separate Account Trust Massachusetts Investment Company
NEA Valuebuilder Investor Services of Alabama Life Insurance Agency
Alabama, Inc.
NEA Valuebuilder Investor Services of Arizona Life Insurance Agency
Arizona, Inc.
NEA Valuebuilder Investor Services of Montana Life Insurance Agency
Montana, Inc.
NEA Valuebuilder Investor Services of Nevada Life Insurance Agency
Nevada, Inc.
NEA Valuebuilder Investor Services of Ohio Life Insurance Agency
Ohio, Inc.
NEA Valuebuilder Investor Services of Oklahoma Life Insurance Agency
Oklahoma, Inc.
NEA Valuebuilder Investor Services of Texas Life Insurance Agency
Texas, Inc.
NEA Valuebuilder Investor Services of Wyoming Life Insurance Agency
Wyoming, Inc.
</TABLE>
93 of 104
<PAGE> 51
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(SEE ATTACHED
STATE CHART) UNLESS
OF OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
NEA Valuebuilder Investor Services, Delaware Life Insurance Agency
Inc.
NEA Valuebuilder Services Insurance Massachusetts Life Insurance Agency
Agency, Inc.
Neckura General Insurance Company Germany Insurance Company
Neckura Holding Company Germany Administrative Service for Neckura Insurance
Group
Neckura Insurance Company Germany Insurance Company
Neckura Life Insurance Company Germany Life Insurance Company
NWE, Inc. Ohio Special Investments
PEBSCO of Massachusetts Insurance Massachusetts Markets and Administers Deferred Compensation
Agency, Inc. Plans for Public Employees
PEBSCO of Texas, Inc. Texas Markets and Administers Deferred Compensation
Plans for Public Employees
Pension Associates of Wausau, Inc. Wisconsin Pension plan administration, record keeping
and consulting and compensation consulting
Physicians Plus Insurance Corporation Wisconsin Health Maintenance organization
Prevea Health Insurance Plan, Inc. Wisconsin Health Maintenance organization
Public Employees Benefit Services Delaware Markets and Administraters Deferred
Corporation Compensation Plans for Public Employees
Public Employees Benefit Services Alabama Markets and Administers Deferred Compensation
Corporation of Alabama Plans for Public Employees
Public Employees Benefit Services Arkansas Markets and Administers Deferred Compensation
Corporation of Arkansas Plans for Public Employees
Public Employees Benefit Services Montana Markets and Administers Deferred Compensation
Corporation of Montana Plans for Public Employees
Public Employees Benefit Services New Mexico Markets and Administers Deferred Compensation
Corporation of New Mexico Plans for Public Employees
Scottsdale Indemnity Company Ohio Insurance Company
Scottsdale Insurance Company Ohio Excess and surplus lines insurance company
Scottsdale Surplus Lines Insurance Arizona Excess and surplus lines insurance company
Company
SVM Sales GmbH, Neckura Insurance Germany Sales support for Neckura Insurance Group
Group
The Beak and Wire Corporation Ohio Radio Tower Joint Venture
Wausau Business Insurance Company Wisconsin Insurance Company
Wausau General Insurance Company Illinois Insurance Company
Wausau Insurance Company (U.K.) United Kingdom Insurance and Reinsurance Company
Limited
Wausau International Underwriters California Special Risks, Excess and Surplus Lines
Insurance Underwriting Manager
** Wausau Preferred Health Insurance Wisconsin Insurance and Reinsurance Company
Company
Wausau Service Corporation Wisconsin Holding Company
</TABLE>
94 of 104
<PAGE> 52
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(SEE ATTACHED
STATE CHART) UNLESS
OF OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
Wausau Underwriters Insurance Company Wisconsin Insurance Company
** West Coast Life Insurance Company California Life Insurance Company
</TABLE>
95 of 104
<PAGE> 53
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE UNLESS OTHERWISE
COMPANY OF ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
* MFS Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* NACo Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide DC Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide DCVA-II Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Fidelity Advisor Variable Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account Account
* Nationwide Life Separate Account No. 1 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Multi-Flex Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide VA Separate Account-A Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide VA Separate Account-B Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
Nationwide VA Separate Account-C Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide VA Separate Account-Q Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-3 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-4 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-5 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-6 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-8 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-II Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
Nationwide VL Separate Ohio Nationwide Life and Annunity Issuer of Life Insurance
Account-B Separate Account Policies
* Nationwide VL Separate Ohio Nationwide Life and Annuity Issuer of Life Insurance
Account-A Separate Account Policies
* Nationwide VLI Separate Account Ohio Nationwide Life Separate Issuer of Life Insurance
Account Policies
* Nationwide VLI Separate Account-2 Ohio Nationwide Life Separate Issuer of Life Insurance
Account Policies
* Nationwide VLI Separate Account-3 Ohio Nationwide Life Separate Issuer of Life Insurance
Account Policies
</TABLE>
96 of 104
<PAGE> 54
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE(R) (left side)
<S> <C> <C> <C>
- ------------------------
| NATIONWIDE INSURANCE |
| GOLF CHARITIES, INC. |
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
- ------------------------
------------------------------------------
| EMPLOYERS INSURANCE OF WAUSAU |
| A MUTUAL COMPANY |
| (EMPLOYERS) |
| |========================================
| Contribution Note Cost |
| ----------------- ---- |
| Casualty $400,000,000 |
------------------------------------------
|
-----------------------------------------------------------------------
| | |
- --------------------------- --------------------------- ---------------------------- ---------------------------
| SAN DIEGO LOTUS | | WAUSAU INSURANCE CO. | | WAUSAU SERVICE | | |
| CORPORATION | | (U.K.) LIMITED | | CORPORATION (WSC) | | NATIONWIDE LLOYDS |
|Common Stock: 748,212 | |Common Stock: 8,506,800 | |Common Stock: 1,000 Shares| | |
|------------ Shares | |------------ Shares | |------------ | | |
| | | | | |=========| |
| Cost | | Cost | | Cost | || | A TEXAS LLOYDS |
| ---- | | ---- | | ---- | || | |
|Employers- | |Employers- | |Employers- | || | |
|100% $29,000,000| |100% $18,683,300| |100% $176,763,000| || | |
- --------------------------- --------------------------- ---------------------------- || ---------------------------
| ||
--------------------------------------------------------------------- ||
| | | ||
- --------------------------- | --------------------------- | ---------------------------- | || ---------------------------
| WAUSAU BUSINESS | | | COMPANIES AGENCY | | | COUNTRYWIDE SERVICES | | || | |
| INSURANCE COMPANY | | | OF KENTUCKY, INC. | | | CORPORATION | | || | |
|Common Stock: 10,900,000 | | |Common Stock: 1,000 | | |Common Stock: 100 Shares | | || | COMPANIES |
|------------ Shares | | |------------ Shares | | |------------ | | || | AGENCY OF |
| |---|---| | |---| | | ||==| TEXAS, INC. |
| Cost | | | Cost | | | Cost | | || | |
| ---- | | | ---- | | | ---- | | || | |
|WSC-100% $33,800,000| | |WSC-100% $1,000 | | |WSC-100% $145,852 | | || | |
- --------------------------- | --------------------------- | ---------------------------- | || ---------------------------
| | | ||
- --------------------------- | --------------------------- | ---------------------------- | || ---------------------------
| WAUSAU UNDERWRITERS | | | COMPANIES AGENCY | | | WAUSAU GENERAL | | || | |
| INSURANCE COMPANY | | | OF MASSACHUSETTS, INC. | | | INSURANCE COMPANY | | || | |
|Common Stock: 8,750 | | |Common Stock: 1,000 | | |Common Stock: 200,000 | | || | COMPANIES ANNUITY |
|------------ Shares | | |------------ Shares | | |------------ Shares | | || | AGENCY OF |
| |---|---| | |---| | | ====| TEXAS, INC. |
| Cost | | | Cost | | | Cost | | | |
| ---- | | | ---- | | | ---- | | | |
|WSC-100% $69,560,006| | |WSC-100% $1,000 | | |WSC-100% $39,000,000 | | | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| GREATER LA CROSSE | | | COMPANIES AGENCY | | | WAUSAU INTERNATIONAL | | | AMERICAN MARINE |
| HEALTH PLANS, INC. | | | OF NEW YORK, INC. | | | UNDERWRITERS | | | UNDERWRITERS, INC. |
|Common Stock: 3,000 | | |Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 20 |
|------------ Shares | | |------------ Shares | | |------------ Shares | | |------------ Shares |
| |---|---| | |---| | |------| |
| Cost | | | Cost | | | Cost | | | Cost |
| ---- | | | ---- | | | ---- | | | ---- |
|WSC-33.3% $861,761 | | |WSC-100% $1,000 | | |WSC-100% $10,000 | | |WSC-100% $248,222 |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| COMPANIES AGENCY | | | COMPANIES AGENCY | | | COMPANIES AGENCY | | | COMPANIES AGENCY |
| OF ALABAMA, INC. | | | OF PENNSYLVANIA, INC. | | | INSURANCE SERVICES | | | OF ILLINOIS, INC. |
| | | | | | | OF CALIFORNIA | | | |
|Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 250 |
|------------ Shares | | |------------ Shares | |---|------------ Shares | |------|------------ Shares |
| |---|---| | | | | | | |
| Cost | | | Cost | | | Cost | | | Cost |
| ---- | | | ---- | | | ---- | | | ---- |
|WSC-100% $100 | | |WSC-100% $100 | | |WSC-100% $1,000 | | |WSC-100% $2,500 |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| COMPANIES AGENCY | | | COMPANIES AGENCY | | | PHYSICIANS PLUS | | | COMPANIES |
| OF IDAHO, INC. | | | OF PHOENIX, INC. | | | INSURANCE | | | AGENCY, INC. |
| | | | | | | CORPORATION | | | |
|Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 7,150 | | |Common Stock: 100 |
|------------ Shares | | |------------ Shares | | |------------ Shares | | |------------ Shares |
| |-------| | |---|Preferred Stock: 11,540 | |------| |
| | | | | |--------------- Shares | | | |
| | | | | | | | | |
| Cost | | Cost | | | Cost | | | Cost |
| ---- | | ---- | | | ---- | | | ---- |
|WSC-100% $1,000 | |WSC-100% $1,000 | | |WSC-33 1/3% $6,215,459| | |WSC-100% $10,000 |
- --------------------------- --------------------------- | ---------------------------- | ---------------------------
| |
| ---------------------------- | ---------------------------
| | PREVEA HEALTH | | | PENSION ASSOCIATES |
| | INSURANCE PLAN, INC. | | | OF WAUSAU, INC. |
| |Common Stock: 3,000 Shares| | |Common Stock: 1,000 |
| |------------ | | |------------ Shares |
----| | -------| |
| | | |
| Cost | |Companies Cost |
| ---- | |Agency, Inc. ---- |
|WSC-33 1/3% $500,000 | |(Wisconsin)-100% $10,000 |
---------------------------- ---------------------------
</TABLE>
<PAGE> 55
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE(R) (middle)
<S> <C> <C>
-----------------------------------------------------------------------------
| |
| |
| NATIONWIDE MUTUAL |
=======| INSURANCE COMPANY |================================================
| (CASUALTY) |
| |
| |
-----------------------------------------------------------------------------
| || |
| || -------------------------------------------------------------
| || ---------------------------------------------------------------------------------------
| || | |
- -------------------------------- || | -------------------------------- --------------------------------
| ALLNATIONS, INC. | || | | NATIONWIDE GENERAL | | NECKURA HOLDING |
|Common Stock: 3,136 Shares | || | | INSURANCE COMPANY | | COMPANY (NECKURA) |
|------------ | || | | | | |
| Cost | || | |Common Stock: 20,000 | |Common Stock: 10,000 |
| ---- | || | |------------ Shares | |------------ Shares |
|Casualty-24.5% $88,320 | || | | Cost | | Cost |
|Fire-24.5% $88,463 | || | | ---- | | ---- |
|Preferred Stock: 1,466 Shares | || |----|Casualty-100% $5,944,422 | ---------|Casualty-100% $87,943,140 |
|--------------- | || | | | | | |
| Cost | || | | | | | |
| ---- | || | | | | | |
|Casualty-7.7% $100,000 | || | | | | | |
|Fire-7.7% $100,000 | || | | | | | |
- -------------------------------- || | -------------------------------- | --------------------------------
|| | |
- -------------------------------- || | -------------------------------- | --------------------------------
| FARMLAND MUTUAL | || | | NATIONWIDE PROPERTY | | | NECKURA |
| INSURANCE COMPANY | || | | AND CASUALTY | | | INSURANCE COMPANY |
|Guaranty Fund | || | | INSURANCE COMPANY | | | |
|------------ |========= |----|Common Stock: 60,000 | |--------|Common Stock: 6,000 |
|Certificate | | |------------ Shares | | |------------ Shares |
|----------- Cost | | | Cost | | | Cost |
| ---- | | | ---- | | |Neckura- ---- |
|Casualty $500,000 | | |Casualty-100% $6,000,000 | | |100% DM 6,000,000 |
- -------------------------------- | -------------------------------- | --------------------------------
| | |
- -------------------------------- | -------------------------------- | --------------------------------
| F & B, INC. | | | COLONIAL INSURANCE | | | NECKURA LIFE |
| | | | COMPANY OF CALIFORNIA | | | INSURANCE COMPANY |
|Common Stock: 1 Share | | | (COLONIAL) | | | |
|------------ | |----|Common Stock: 1,750 | |--------|Common Stock: 4,000 |
| Cost | | |------------ Shares | | |------------ Shares |
| ---- | | | Cost | | | Cost |
|Farmland | | | ---- | | | ---- |
|Mutual-100% $10 | | |Casualty-100% $11,750,000 | | |Neckura-100% DM 15,825,681 |
- -------------------------------- | -------------------------------- | --------------------------------
| |
- -------------------------------- | -------------------------------- | --------------------------------
| NATIONWIDE AGRIBUSINESS | | | SCOTTSDALE | | | NECKURA GENERAL |
| INSURANCE COMPANY | | | INSURANCE COMPANY | | | INSURANCE COMPANY |
|Common Stock: 1,000,000 | | | | | | |
|------------ Shares | | |Common Stock: 30,136 | | |Common Stock: 1,500 |
| Cost |------------------|------------ Shares | |--------|------------ Shares |
| ---- | | Cost | | | Cost |
|Casualty-99.9% $26,714,335 | | ---- | | | ---- |
|Other Capital: | |Casualty-100% $150,000,000 | | |Neckura-100% DM 1,656,925 |
|------------- | | | | | |
|Casualty-Ptd. $ 713,567 | | | | | |
- -------------------------------- -------------------------------- | --------------------------------
| |
-------------------------------- | --------------------------------
| SCOTTSDALE | | | COLUMBUS INSURANCE |
| SURPLUS LINES | | | BROKERAGE AND SERVICE |
| INSURANCE COMPANY | | | GmbH |
| | | |Common Stock: 1 Share |
| | |--------|------------ |
| "NEWLY FORMED" | | | Cost |
| | | | ---- |
| | | |Neckura-100% DM 51,639 |
| | | | |
| | | | |
-------------------------------- | --------------------------------
| |
-------------------------------- | --------------------------------
| NATIONAL PREMIUM & | | | LEBEN DIREKT |
| BENEFIT ADMINISTRATION | | | INSURANCE COMPANY |
| COMPANY | | | |
|Common Stock: 10,000 | | |Common Stock: 4,000 Shares |
|------------ Shares |------------------|------------ |
| Cost | | Cost |
| ---- | | ---- |
|Scottsdale-100% $10,000 | |Neckura-100% DM 4,000,000 |
| | | |
| | | |
-------------------------------- --------------------------------
-------------------------------- --------------------------------
| SVM SALES | | AUTO DIREKT |
| GmbH | | INSURANCE COMPANY |
| | | |
|Common Stock: 50 Shares | |Common Stock: 1,500 Shares |
|------------ | |------------ |
| Cost | | Cost |
| ---- | | ---- |
|Neckura-100% DM 50,000 | |Neckura-100% DM 1,643,149 |
| | | |
| | | |
-------------------------------- --------------------------------
</TABLE>
<PAGE> 56
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE(R) (right side)
<S> <C> <C> <C>
------------------------
| NATIONWIDE INSURANCE |
| ENTERPRISE FOUNDATION|
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
------------------------
-----------------------------------------------------------------------------
| |
| |
| NATIONWIDE MUTUAL |
=======| FIRE INSURANCE COMPANY |
| (FIRE) |
| |
| |
-----------------------------------------------------------------------------
|
- --------------- --------------------------------------------------
| |
- ----------------------------------------------------------------------------------------------------------------- |
| | | |
| -------------------------------- | -------------------------------- ----------------------------------
| | SCOTTSDALE | | | NATIONWIDE | | NATIONWIDE |
| | INDEMNITY COMPANY | | | COMMUNITY URBAN | | CORPORATION |
| | | | | REDEVELOPMENT | | |
| | | | | CORPORATION | |Common Stock: Control: |
| |Common Stock: 50,000 | | |Common Stock: 10 Shares | |------------ ------- |
|-----|------------ Shares | |----|------------ | |$13,642,432 100% |
| | Cost | | | Cost | | Shares Cost |
| | ---- | | | ---- | | ------ ---- |
| |Casualty-100% $8,800,000 | | |Casualty-100% $1,000 | |Casualty 12,992,922 $751,352,485|
| | | | | | |Fire 649,510 24,007,936|
| | | | | | | (See Page 2) |
| -------------------------------- | -------------------------------- ----------------------------------
| |
| -------------------------------- | --------------------------------
| | NATIONWIDE | | | INSURANCE |
| | INDEMNITY COMPANY | | | INTERMEDIARIES, INC. |
| | | | | |
|-----|Common Stock: 28,000 | |----|Common Stock: 1,615 |
| |------------ Shares | | |------------ Shares |
| | Cost | | | Cost |
| | ---- | | | ---- |
| |Casualty-100% $294,529,000 | | |Casualty-100% $1,615,000 |
| -------------------------------- | --------------------------------
| |
| -------------------------------- | --------------------------------
| | LONE STAR | | | NATIONWIDE CASH |
| | GENERAL AGENCY, INC. | | | MANAGEMENT COMPANY |
| | | | |Common Stock: 100 Shares |
------|Common Stock: 1,000 | |----|------------ |
|------------ Shares | | | Cost |
| Cost | | | ---- |
| ---- | | |Casualty-90% $9,000 |
|Casualty-100% $5,000,000 | | |NW Adv. Serv. 1,000 |
-------------------------------- | --------------------------------
|| |
-------------------------------- | --------------------------------
| COLONIAL COUNTY MUTUAL | | | CALIFORNIA CASH |
| INSURANCE COMPANY | | | MANAGEMENT |
| | | | |
|Surplus Debentures | | |Common Stock: 90 Shares |
|------------------ | |----|------------ |
| Cost | | | Cost |
| ---- | | | ---- |
|Colonial $500,000 | | |Casualty-100% $9,000 |
|Lone Star 150,000 | | | |
-------------------------------- | --------------------------------
|
| -------------------------------- --------------------------------
| | NATIONWIDE | | THE BEAK AND |
| | COMMUNICATIONS, INC. | | WIRE CORPORATION |
| |Common Stock: 14,750 | | |
| |------------ Shares | |Common Stock: 750 Shares |
-----| Cost |------------------|------------ |
| ---- | | Cost |
|Casualty-100% $11,510,000 | | ---- |
|Other Capital: | |NW Comm-100% $531,000 |
|------------- | | |
|Casualty-Ptd. 1,000,000 | | |
-------------------------------- --------------------------------
Subsidiary Companies -- Solid Line
Contractual Association -- Double Lines
March 6, 1997
</TABLE>
<PAGE> 57
<TABLE>
<CAPTION>
(Left Side)
NATIONWIDE INSURANCE ENTERPRISE(R)
------------------------------------------------
| EMPLOYERS INSURANCE |
| OF WAUSAU |==========================================
| A MUTUAL COMPANY |
------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------
| | |
--------------------------- --------------------------- ---------------------------
| NATIONWIDE LIFE INSURANCE | | NATIONWIDE | | NATIONWIDE FINANCIAL |
| COMPANY (NW LIFE) | | FINANCIAL SERVICES | | INSTITUTION DISTRIBUTORS |
| | | CAPITAL TRUST | | AGENCY, INC. (NFIDAI) |
| Common Stock: 3,814,779 | | Preferred Stock: | | Common Stock: 1,000 |
| ------------ Shares | | --------------- | | ------------ Shares |
| | | | | |
| NFS--100% | | NFS--100% | | NFS--100% |
--------------------------- --------------------------- ---------------------------
| ||
--------------------------- | --------------------------- --------------------------- || --------------------------
| NATIONWIDE LIFE AND | | | NATIONWIDE | | FINANCIAL HORIZONS | || | |
| ANNUITY INSURANCE COMPANY | | | ADVISORY SERVICES | | DISTRIBUTORS AGENCY | || | |
| (NW LIFE) | | | (NW ADV. SERV.) | | OF ALABAMA, INC. | || | |
| Common Stock: 68,000 | | | Common Stock: 7,676 | | Common Stock: 10,000 | || | FINANCIAL HORIZONS |
| ------------ Shares |--|--| ------------ Shares |==|| | ------------ Shares |--||==| DISTRIBUTORS AGENCY |
| | | | | || | | || | OF OHIO, INC. |
| Cost | | | Cost | || | Cost | || | |
| ---- | | | ---- | || | ---- | || | |
| NW Life--100% $58,070,003 | | | NW Life--100% $5,996,261 | || | NFIDIA--100% $100 | || | |
--------------------------- | --------------------------- || --------------------------- || --------------------------
| || ||
--------------------------- | --------------------------- || --------------------------- || --------------------------
| NWE, INC. | | | NATIONWIDE | || | LANDMARK FINANCIAL | || | |
| | | | INVESTOR SERVICES, INC. | || | SERVICES OF | || | |
| | | | | || | NEW YORK, INC. | || | |
| Common Stock: 100 | | | Common Stock: 5 | || | Common Stock: 10,000 | || | FINANCIAL HORIZONS |
| ------------ Shares |--| | ------------ Shares |==|| | ------------ Shares | ||==| DISTRIBUTORS AGENCY |
| | | | | || | | || | OF OKLAHOMA, INC. |
| Cost | | | Cost | || | Cost | || | |
| ---- | | | ---- | || | ---- | || | |
| NW Life--100% $35,971,375 | | | NW Adv. Serv.--100% $5,000| || | NFIDIA--100% $10,100 | || | |
--------------------------- | --------------------------- || --------------------------- || --------------------------
| || ||
--------------------------- | --------------------------- || --------------------------- || --------------------------
| NATIONWIDE INVESTMENT | | | FINANCIAL HORIZONS | || | FINANCIAL HORIZONS | || | |
| SERVICES CORPORATION | | | INVESTMENT TRUST | || | SECURITIES CORP. | || | |
| | | | | || | | || | |
| Common Stock: 5,000 | | | | || | Common Stock: 10,000 | || | FINANCIAL HORIZONS |
| ------------ Shares |--| | |==|| | ------------ Shares | ||==| DISTRIBUTORS AGENCY |
| | | | | || | | || | OF TEXAS, INC. |
| Cost | | | | || | Cost | || | |
| ---- | | | | || | ---- | || | |
| NW Life--100% $529,728 | | | COMMON LAW TRUST | || | NFIDIA--100% $153,000 | || | |
--------------------------- | --------------------------- || --------------------------- || --------------------------
| || ||
--------------------------- | --------------------------- || --------------------------- || --------------------------
| NATIONWIDE LIFE INSURANCE | | | NATIONWIDE | || | AFFILIATE AGENCY, INC. | || | |
| COMPANY OF NEW YORK | | | INVESTING | || | | || | |
| | | | FOUNDATION | || | | || | |
| Common Stock: | | | | || | Common Stock: 100 | || | AFFILIATE |
| ------------ Shares |--| | |==|| | ------------ Shares |__||==| AGENCY OF |
| Cost | | | | || | | | OHIO, INC. |
| ---- | | | | || | Cost | | |
| NW Life--100% | | | | || | ---- | | |
| (Proposed) | | | COMMON LAW TRUST | || | NFIDIA--100% $100 | | |
--------------------------- | --------------------------- || --------------------------- --------------------------
| ||
--------------------------- | --------------------------- ||
| NATIONWIDE REALTY | | | NATIONWIDE | ||
| INVESTORS, LTD. | | | INVESTING | ||
| | | | FOUNDATION II | ||
| Units: | | | | ||
| ------ | | | |==||
| | | | | ||
| | | | | ||
| NW Life--90% | | | | ||
| NW Mutual--10% | | | COMMON LAW TRUST | ||
--------------------------- | --------------------------- ||
| ||
--------------------------- | --------------------------- ||
| NATIONWIDE REALTY | | | NATIONWIDE | ||
| INVESTORS, LTD. | | | SEPARATE ACCOUNT | ||
| | | | TRUST | ||
| Units: | | | | ||
| ------ |__| | |__||
| | | |
| | | |
| NW Life--97.6% | | |
| NW Mutual--2.4% | | COMMON LAW TRUST |
--------------------------- ---------------------------
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
(Center)
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------
| NATIONWIDE MUTUAL |
========================================| INSURANCE COMPANY |==========================================
| (CASUALTY) |
------------------------------------------------
|
| ----------------------------------------------------
| |
---------------------------------------
| NATIONWIDE CORPORATION (NW CORP) |
| Common Stock: Control |
| ------------ ------- |
| 13,642,432 100% |
| Shares Cost |
| ------ ---- |
| Casualty 12,992,922 $751,352,485 |
| Fire 649,510 24,007,936 |
---------------------------------------
|
----------------------------------------------------------------------------------------------------------------------
| | | |
--------------------------- -------------------------- ----------------------------- ----------------------------
| NATIONWIDE FINANCIAL | | MRM INVESTMENTS, INC. | | WEST COAST LIFE | | NATIONAL CASUALTY |
| SERVICES, INC. (NFS) | | | | INSURANCE COMPANY | | COMPANY |
| | | | | | | (NC) |
| Common Stock: Control | | Common Stock: 1 | | Common Stock: 1,000,000 | | Common Stock: 100 |
| ------------ ------- | | ------------ Share | | ------------ Shares | | ------------ Shares |
| | | | | | | |
| | | Cost | | Cost | | Cost |
| Class A Public--100% | | ---- | | ---- | | ---- |
| Class B NW Corp--100% | | NW Corp.--100% $1,339,218 | | NW Corp.--100% $152,946,930 | | NW Corp.--100% $73,442,439 |
--------------------------- --------------------------- ----------------------------- ----------------------------
| |
- -------------------------------------------------------------------------------- |
| | |
--------------------------- --------------------------- ----------------------------
| PUBLIC EMPLOYEES BENEFIT | | NEA VALUEBUILDER | | NCC OF AMERICA, INC. |
| SERVICES CORPORATION | | INVESTOR SERVICES, INC. | | (INACTIVE) |
| (PEBSCO) | | (NEA) | | |
| Common Stock: 236,494 |==|| | Common Stock: 500 | | |
| ------------ Shares | || | ------------ Shares | | |
| | || | | | |
| NFS--100% | || | NFS--100% | | NFS--100% |
--------------------------- || ----------------------------- ----------------------------
|| ||
--------------------------- || --------------------------- ||
| PEBSCO OF | || | NEA VALUEBUILDER | ||
| ALABAMA | || | INVESTOR SERVICES | ||
| | || | OF ALABAMA, INC. | ||
| Common Stock: 100,000 | || | Common Stock: 500 | ||
| ------------ Shares |--|| | ------------ Shares |--||
| | || | | ||
| Cost | || | Cost | ||
| ---- | || | ---- | ||
| PEBSCO--100% $1,000 | || | NEA--100% $5,000 | ||
--------------------------- || --------------------------- ||
|| ||
--------------------------- || --------------------------- ||
| PEBSCO OF | || | NEA VALUEBUILDER | ||
| ARKANSAS | || | INVESTOR SERVICES | ||
| | || | OF ARIZONA, INC | ||
| Common Stock: 50,000 | || | Common Stock: 100 | ||
| ------------ Shares |--|| | ------------ Shares |--||
| | || | | ||
| Cost | || | Cost | ||
| ---- | || | ---- | ||
| PEBSCO--100% $500 | || | NEA--100% $1,000 | ||
--------------------------- || --------------------------- ||
|| ||
--------------------------- || --------------------------- ||
| PEBSCO OF MASSACHUSETTS | || | NEA VALUEBUILDER | ||
| INSURANCE AGENCY, INC. | || | INVESTOR SERVICES | ||
| | || | OF MONTANA, INC. | ||
| Common Stock: 1,000 | || | Common Stock: 500 | ||
| ------------ Shares |--|| | ------------ Shares |--||
| | || | | ||
| Cost | || | Cost | ||
| ---- | || | ---- | ||
| PEBSCO--100% $1,000 | || | NEA--100% $500 | ||
--------------------------- || --------------------------- ||
|| ||
--------------------------- || --------------------------- || ---------------------------
| PEBSCO OF | || | NEA VALUEBUILDER | || | |
| MONTANA | || | INVESTOR SERVICES | || | |
| | || | OF NEVADA, INC. | || | NEA VALUEBUILDER |
| Common Stock: 500 | || | Common Stock: 500 | || | INVESTOR SERVICES |
| ------------ Shares |--|| | ------------ Shares | ||==| OF OHIO, INC. |
| | || | | || | |
| Cost | || | Cost | || | |
| ---- | || | ---- | || | |
| PEBSCO--100% $500 | || | NEA--100% $500 | || | |
--------------------------- || --------------------------- || ---------------------------
|| ||
--------------------------- || --------------------------- || ---------------------------
| PEBSCO OF | || | NEA VALUEBUILDER | || | |
| NEW MEXICO | || | INVESTOR SERVICES | || | |
| | || | OF WYOMING, INC. | || | NEA VALUEBUILDER |
| Common Stock: 1,000 | || | Common Stock: 500 | || | INVESTOR SERVICES |
| ------------ Shares |--|| | ------------ Shares | ||==| OF OKLAHOMA, INC. |
| | || | | || | |
| Cost | || | Cost | || | |
| ---- | || | ---- | || | |
| PEBSCO--100% $1,000 | || | NEA--100% $500 | || | |
--------------------------- || --------------------------- || ---------------------------
|| ||
--------------------------- || --------------------------- || ----------------------------
| | || | NEA VALUEBUILDER | || | |
| | || | SERVICES INSURANCE | || | |
| PEBSCO OF | || | AGENCY, INC. | || | NEA VALUEBUILDER |
| TEXAS, INC. | || | Common Stock: 100 | || | INVESTOR SERVICES |
| |==|| | ------------ Shares |__||==| OF TEXAS, INC. |
| | | | | |
| | | Cost | | |
| | | ---- | | |
| | | NEA--100% $1,000 | | |
--------------------------- --------------------------- ----------------------------
</TABLE>
<PAGE> 59
<TABLE>
<CAPTION>
(Right)
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------
| NATIONWIDE MUTUAL |
========================================| FIRE INSURANCE COMPANY |
| (FIRE) |
------------------------------------------------
|
- -----------------------------------------------------------------|
- ----------------------------------------------------------------------------------------------
| | |
--------------------------- ------------------------------ ------------------------------
| GATES, MCDONALD | | EMPLOYERS LIFE INSURANCE | | NATIONWIDE HMO, INC. |
| & COMPANY (GATES) | | OF WAUSAU (ELIOW) | | (NW HMO) |
| | | | | |
| Common Stock: 254 | | Common Stock: 250,000 | | Common Stock: 100 |
|-- | ------------ Shares | |--| ------------ Shares | |--| ------------ Shares |
| | | | | | | | |
| | Cost | | | Cost | | | Cost |
| | ---- | | | ---- | | | ---- |
| | NW CORP.--100% $25,683,532 | | | NW CORP.--100% $126,509,480 | | | NW CORP.--100% $14,603,732 |
| ----------------------------- | ------------------------------ | ------------------------------
| | |
| --------------------------- | ------------------------------ | ------------------------------
| | GATES, MCDONALD & COMPANY | | | WAUSAU PREFERRED | | | NATIONWIDE MANAGEMENT |
| | OF NEW YORK, INC. | | | HEALTH INSURANCE CO. | | | SYSTEMS, INC. |
| | | | | | | | |
| | Common Stock: 3 | | | Common Stock: 250,000 | | | Common Stock: 100 |
|-- | ------------ Shares | |--| ------------ Shares | |--| ------------ Shares |
| | | | | | | | |
| | Cost | | | Cost | | | NW HMO Cost |
| | ---- | | | ---- | | | ---- |
| | GATES--100% $106,947 | | | NW CORP.--100% $57,413,193 | | | Inc.--100% $25,149 |
| ----------------------------- | ------------------------------ | ------------------------------
| | |
| ----------------------------- | ------------------------------ | ------------------------------
| | GATES, MCDONALD & COMPANY | | | KEY HEALTH PLAN, INC. | | | NATIONWIDE |
| | OF NEVADA | | | | | | AGENCY, INC. |
| | | | | | | | |
| | Common Stock: 40 | | | Common Stock: 1,000 | | | Common Stock: 100 |
|-- | ------------ Shares | |--| ------------ Shares | |--| ------------ Shares |
| | | | | | | |
| | Cost | | Cost | | | NW HMO Cost |
| | ---- | | ---- | | | ---- |
| | Gates--100% $93,750 | | ELIOPW--80% $2,700,000 | | | Inc.--99% $116,077 |
| ----------------------------- ------------------------------ | ------------------------------
|
| -----------------------------
| | GATES, MCDONALD |
| | HEALTH PLUS, INC. |
| | |
| | Common Stock: 200 |
|-- | ------------ Shares |
| |
| Cost |
| ---- |
| NW CORP.--100% $2,000,000 |
-----------------------------
Subsidiary Companies -- Solid Line
Contractual Association -- Double Line
Partnership Interest -- Dotted Line
March 6, 1997
Page 2
</TABLE>
<PAGE> 60
Item 27. Number of Contract Owners
The number of Owners of Contracts as of February 28, 1997 was 2726.
Item 28. Indemnification
Provision is made in the Company's Amended Code of Regulations and
expressly authorized by the General Corporation Law of the State of
Ohio, for indemnification by the Company of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that such person
is or was a director, officer or employee of the Company, against
expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, to the extent and
under the circumstances permitted by the General Corporation Law of the
State of Ohio.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 29. Principal Underwriter
(a) Nationwide Advisory Services, Inc. ("NAS") acts as principal
underwriter and general distributor for the NACo Variable
Account, Nationwide Multi-Flex Variable Account, Nationwide DC
Variable Account, Nationwide DCVA-II, Nationwide Variable
Account-II, Nationwide Variable Account-5, Nationwide Variable
Account-6, Nationwide Variable Account-8, 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 VLI Separate Account-2,
Nationwide VLI Separate Account-3 and Nationwide Variable
Account, all of which are separate investment accounts of the
Company or its affiliates.
NAS also acts as principal underwriter for Nationwide Investing
Foundation, Nationwide Separate Account Trust, Financial Horizons
Investment Trust, Nationwide Investing Foundation II and
Nationwide Asset Allocation Trust, which are open-end management
investment companies.
(b) NATIONWIDE ADVISORY SERVICES, INC.
DIRECTORS AND OFFICERS
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
Joseph J. Gasper President and Director
One Nationwide Plaza
Columbus, OH 43215
Dimon Richard McFerson Chairman of the Board of Directors and
One Nationwide Plaza Chairman and
Columbus, OH 43215 Chief Executive Officer--Nationwide
Insurance Enterprise and Director
Gordon E. McCutchan
One Nationwide Plaza Executive Vice President-Law and
Columbus, OH 43215 Corporate Services and Director
Robert A. Oakley Executive Vice President - Chief Financial
One Nationwide Plaza Officer and Director
Columbus, OH 43215
99 of 104
<PAGE> 61
Robert J. Woodward, Jr. Executive Vice President - Chief Investment
One Nationwide Plaza Officer and Director
Columbus, OH 43215
W. Sidney Druen Senior Vice President and
One Nationwide Plaza General Counsel and
Columbus, OH 43215 Assistant Secretary
James F. Laird, Jr. Vice President - General
One Nationwide Plaza Manager and Acting Treasurer
Columbus, OH 43215
Edwin P. McCausland Vice President -
One Nationwide Plaza Fixed Income Securities
Columbus, OH 43215
Harry S. Schermer Vice President - Investments
One Nationwide Plaza
Columbus, OH 43215
Joseph P. Rath Vice President - Compliance
One Nationwide Plaza
Columbus, OH 43215
William G. Goslee Vice President
One Nationwide Plaza
Columbus, OH 43215
Peter J. Neckermann Vice President
One Nationwide Plaza
Columbus, OH 43215
Rae M. Pollina Secretary
One Nationwide Plaza
Columbus, OH 43215
<TABLE>
<CAPTION>
(c)NAME OF NET UNDERWRITING COMPENSATION ON
PRINCIPAL DISCOUNTS AND REDEMPTION OR BROKERAGE
UNDERWRITER COMMISSIONS ANNUITIZATION COMMISSIONS COMPENSATION
- ------------ ---------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Nationwide N/A N/A N/A N/A
Advisory
Services,
Inc.
</TABLE>
Item 30. Location of Accounts and Records
Robert O. Cline
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43215
Item 31. Management Services
Not Applicable
100 of 104
<PAGE> 62
Item 32. Undertakings
The Registrant hereby undertakes to:
(a) File a post-effective amendment to this registration statement
as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never
more than 16 months old for so long as payments under the
variable annuity contracts may be accepted;
(b) Include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant
can check to request a Statement of Additional Information, or
(2) a post card or similar written communication affixed to or
included in the prospectus that the applicant can remove to
send for a Statement of Additional Information; and
(c) Deliver any Statement of Additional Information and any
financial statements required to be made available under this
Form promptly upon written or oral request.
(d) Represent that any contract offered by the prospectus and
which is issued pursuant to Section 403(b) of the Code, is
issued by the Registrant in reliance upon, and in compliance
with, the Securities and Exchange Commission's no-action
letter to the American Council of Life Insurance (publicly
available November 28, 1988) which permits withdrawal
restrictions to the extent necessary to comply with IRC
Section 403(b)(11).
The Depositor hereby represents:
(a) That the fees and charges deducted under the Contract in the
aggregate are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by
the Company.
101 of 104
<PAGE> 63
PROSPECTUS
----------------------------------------------------------------------
NACo National Association of Counties
Counties Care for America
Group
Flexible Fund
Retirement
Contracts
offered by
NATIONWIDE
Life Insurance
Company
through its NACo Variable Account
----------------------------------------------------------------------
MAY 1, 1997
102 of 104
<PAGE> 64
ACCOUNTANTS' CONSENT AND INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULES
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of NACo Variable Account:
The audits referred to in our report on Nationwide Life Insurance Company (the
Company) dated January 31, 1997, included the related financial statement
schedules as of December 31, 1996, and for each of the years in the three-year
period ended December 31, 1996, included in the registration statement. These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statement schedules based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
We consent to the use of our reports included herein and to the references to
our firm under the heading "Services" in the Statement of Additional
Information.
KPMG Peat Marwick LLP
Columbus, Ohio
April 22, 1997
103 of 104
<PAGE> 65
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant, NACo VARIABLE ACCOUNT certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of the
Post-Effective Amendment and has caused this Post-Effective Amendment to be
signed on its behalf in the City of Columbus, and State of Ohio, on this 22nd
day of April, 1997.
NACo VARIABLE ACCOUNT
---------------------------------
(Registrant)
NATIONWIDE LIFE INSURANCE COMPANY
---------------------------------
(Depositor)
By /s/JOSEPH P. RATH
---------------------------------
Joseph P. Rath
Vice President
As required by the Securities Act of 1933, this Post-Effective
Amendment has been signed by the following persons in the capacities indicated
on the 22nd day of April, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C> <C>
LEWIS J. ALPHIN Director
- -----------------------------
Lewis J. Alphin
KEITH W. ECKEL Director
- -----------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
- -----------------------------
Willard J. Engel
FRED C. FINNEY Director
- -----------------------------
Fred C. Finney
CHARLES L. FUELLGRAF, JR. Director
- -----------------------------
Charles L. Fuellgraf, Jr.
JOSEPH J. GASPER President/Chief Operating Officer and Director
- -----------------------------
Joseph J. Gasper
HENRY S. HOLLOWAY Chairman of the Board and Director
----------------------------
Henry S. Holloway
Chairman and Chief Executive Officer - Nationwide
DIMON RICHARD MCFERSON Insurance Enterprise and Director
- -----------------------------
Dimon Richard McFerson
DAVID O. MILLER Director
- -----------------------------
David O. Miller
C. RAY NOECKER Director
- -----------------------------
C. Ray Noecker
ROBERT A. OAKLEY Executive Vice President-Chief Financial Officer
- -----------------------------
Robert A. Oakley
JAMES F. PATTERSON Director By/s/JOSEPH P. RATH
- ----------------------------- -----------------------------
James F. Patterson Joseph P. Rath
Attorney-in-Fact
ARDEN L. SHISLER Director
- -----------------------------
Arden L. Shisler
ROBERT L. STEWART Director
- -----------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- -----------------------------
Nancy C. Thomas
HAROLD W. WEIHL Director
- -----------------------------
Harold W. Weihl
</TABLE>
104 of 104
<PAGE> 66
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, and NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or
will file with the U.S. Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended, various Registration Statements and
amendments thereto for the registration under said Act of Individual Deferred
Variable Annuity Contracts in connection with MFS Variable Account, 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
Multi-Flex Variable Account, Nationwide Variable Account-8, Nationwide VA
Separate Account-A, Nationwide VA Separate Account-B, Nationwide VA Separate
Account-C and Nationwide VA Separate Account-Q; and the registration of fixed
interest rate options subject to a market value adjustment offered under some or
all of the aforementioned individual Variable Annuity Contracts in connection
with Nationwide Multiple Maturity Separate Account and Nationwide Multiple
Maturity Separate Account-A, and the registration of Group Flexible Fund
Retirement Contracts in connection with Nationwide DC Variable Account,
Nationwide DCVA-II, and NACo Variable Account; and the registration of Group
Common Stock Variable Annuity Contracts in connection with Separate Account No.
1; and the registration of variable life insurance policies in connection with
Nationwide VLI Separate Account, Nationwide VLI Separate Account-2, Nationwide
VLI Separate Account-3, Nationwide VL Separate Account-A and Nationwide VL
Separate Account-B, hereby constitutes and appoints Dimon Richard McFerson,
Joseph J. Gasper, W. Sidney Druen, and Joseph P. Rath, and each of them with
power to act without the others, his/her attorney, with full power of
substitution and resubstitution, for and in his/her name, place and stead, in
any and all capacities, to approve, and sign such Registration Statements and
any and all amendments thereto, with power to affix the corporate seal of said
corporation thereto and to attest said seal and to file the same, with all
exhibits thereto and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, hereby granting unto said attorneys, and
each of them, full power and authority to do and perform all and every act and
thing requisite to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming that which said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof. This instrument may
be executed in one or more counterparts.
IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 2nd day of April, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Lewis J. Alphin /s/ David O. Miller
- ------------------------------------------------- --------------------------------------------------
Lewis J. Alphin, Director David O. Miller, Director
/s/ Keith W. Eckel /s/ C. Ray Noecker
- ------------------------------------------------- -------------------------------------------------
Keith W. Eckel, Director C. Ray Noecker, Director
/s/ Willard J. Engel /s/ Robert A. Oakley
- ------------------------------------------------- --------------------------------------------------
Willard J. Engel, Director Robert A. Oakley, Executive Vice President and Chief
Financial Officer
/s/ Fred C. Finney /s/ James F. Patterson
- ------------------------------------------------- --------------------------------------------------
Fred C. Finney, Director James F. Patterson, Director
/s/ Charles L. Fuellgraf /s/ Arden L. Shisler
- ------------------------------------------------- --------------------------------------------------
Charles L. Fuellgraf, Jr., Director Arden L. Shisler, Director
/s/ Joseph J. Gasper /s/ Robert L. Stewart
- ------------------------------------------------- --------------------------------------------------
Joseph J. Gasper, President and Chief Operating Officer Robert L. Stewart, Director
and Director
/s/ Henry S. Holloway /s/ Nancy C. Thomas
- ------------------------------------------------- --------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director Nancy C. Thomas, Director
/s/ Dimon Richard McFerson /s/ Harold W. Weihl
- ------------------------------------------------- --------------------------------------------------
Dimon Richard McFerson, Chairman and Chief Executive Harold W. Weihl, Director
Officer-Nationwide Insurance Enterprise and Director
</TABLE>
