<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NML Variable Annuity Account B
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
2. Name of each series or class of funds for which this notice is filed:
Variable Annuity Contracts
3. Investment Company Act File Number: 811-1668
Securities Act File Number: 2-29240
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class of series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
-0-
<PAGE>
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: N/A
Amount: $-0-
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: N/A
Aggregate Sale Price: $568,400,394
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: N/A
Aggregate Sale Price: $568,400,394
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $568,400,394
during the fiscal year in reliance on ------------
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in + N/A
connection with dividend reinvestment ------------
plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or -169,200,446
repurchased during the fiscal year (if ------------
applicable):
(iv) Aggregate price of shares redeemed or + N/A
repurchased and previously applied as a ------------
reduction to filing fees pursuant to rule
24e-2 (if applicable):
<PAGE>
(v) Net aggregate price of securities sold and $399,199,948
issued during the fiscal year in reliance ------------
on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if
applicable):
(vi) Multiplier prescribed by Section 6(b) of x.0003030303
the Securities Act of 1933 or other ------------
applicable law or regulation:
(vii)Fee due [line (i) or line (v) multiplied $ 120,969.68
by line (vi)]: ------------
------------
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commissioner's lockbox
depository:
February 14, 1997
<PAGE>
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By: /s/ Gary E. Long
-----------------------------------
Gary E. Long
Vice President and Controller
The Northwestern Mutual Life Insurance Company
Date: February 14, 1997
<PAGE>
February 14, 1997
Board of Trustees
The Northwestern Mutual Life
Insurance Company
Milwaukee, WI 53202
TO ALL TRUSTEES:
As Senior Vice President, General Counsel and Secretary of The Northwestern
Mutual Life Insurance Company (the "Company") I have general supervision of the
Law Department of such Company and its legal affairs. In such capacity I have
supervised the corporate proceedings relating to the establishment of NML
Variable Annuity Account B (the "Account") pursuant to the provisions of the
Wisconsin Statutes and the issuance and proposed issuance in connection
therewith of variable annuity contracts (the "Contracts"). I have also
participated in the preparation of the Rule 24f-2 Notice dated February 14, 1997
which is to be filed with the Securities and Exchange Commission for the
Account. In addition, I have examined such other documents and such questions
of law as, in my judgment, are necessary or appropriate for purposes of this
opinion. Based on the foregoing, it is my opinion that:
1. The Company is a duly organized and validly existing mutual life insurance
corporation under the laws of the State of Wisconsin, duly authorized under
such laws to issue and sell life insurance and annuity contracts.
2. The Account is a separate account of the Company duly created and validly
existing pursuant to Wisconsin law.
3. The issuance and sale of the Contracts covered by the Rule 24f-2 Notice
referred to above were duly authorized by the Company and duly approved by
the Commissioner of Insurance of the State of Wisconsin, and the Contracts
are valid and legally binding obligations of the Company in accordance with
their terms.
<PAGE>
Board of Trustees
February 14, 1997
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice.
Very truly yours,
/s/ John M. Bremer
John M. Bremer
Senior Vice President,
General Counsel and
Secretary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
NORTHWESTERN MUTUAL LIFE VARIABLE ANNUITY ACCOUNT B DECEMBER 31, 1996
FINANCIAL STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 3,050,703
<INVESTMENTS-AT-VALUE> 3,955,006
<RECEIVABLES> 6,463
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,961,469
<PAYABLE-FOR-SECURITIES> 1,167
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,316
<TOTAL-LIABILITIES> 9,483
<SENIOR-EQUITY> 3,951,986
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
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<NET-ASSETS> 3,961,469
<DIVIDEND-INCOME> 170,431
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 39,297
<NET-INVESTMENT-INCOME> 131,134
<REALIZED-GAINS-CURRENT> 17,426
<APPREC-INCREASE-CURRENT> 314,176
<NET-CHANGE-FROM-OPS> 462,736
<EQUALIZATION> 0
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
