<PAGE> 1
Registration No. 333-36865
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-6
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
----------------
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(EXACT NAME OF TRUST)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT J. BERDAN, VICE PRESIDENT AND GENERAL COUNSEL
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b)
----
X on April 28, 2000 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
on (DATE) pursuant to paragraph (a)(1)
---- of Rule 485
this post-effective amendment designates a new
---- effective date for a previously filed post-effective
amendment
----------------
<PAGE> 2
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
VARIABLE EXECUTIVE LIFE INSURANCE POLICIES
CROSS-REFERENCE SHEET
Cross reference sheet showing location in Prospectus of information
required by Form N-8B-2.
<TABLE>
<CAPTION>
Item Number Heading in Prospectus
----------- ---------------------
<S> <C>
1.........................................Cover Page
2 ........................................Cover Page; Northwestern Mutual
3 ........................................Not Applicable
4 ........................................Distribution of the Policies
5 ........................................The Account
6 ........................................The Account
7 ........................................Not Applicable
8 ........................................Not Applicable
9 ........................................Legal Proceedings
10(a)......................................Other Policy Provisions: Owner
10(b)......................................Other Policy Provisions: Dividends
10(c) and (d)..............................Death Benefit, Cash Value, Policy
Loans, Withdrawals of Policy Value, Right to Return
Policy
10(e)......................................Premiums, Termination and
Reinstatement
10(f)......................................Voting Rights
10(g)......................................Voting Rights, Substitution of Fund
Shares and Other Changes
10(h)......................................Voting Rights, Substitution of Fund
Shares and Other Changes
10(i)......................................Premiums, Death Benefit, Cash Value,
Dividends
11.........................................The Account, The Funds
12 ........................................The Funds
13 ........................................Summary, The Funds, Deductions and
Charges, Distribution of the Policies
14 ........................................Summary: The Policy: Availability
Limitations
15 ........................................Premiums, Allocations to the Account
16 ........................................The Account, The Funds, Allocations
to the Account
17 ........................................Same Captions as Items 10(a), (c),
and (d)
18 ........................................The Account, Detailed Information about
the Policy
19 ........................................Reports
20 ........................................Not Applicable
21 ........................................Policy Loans
22 ........................................Other Policy Provisions:
Incontestability and Deferral of
Determination and Payment
23.........................................Not Applicable
24 ........................................Not Applicable
25 ........................................Northwestern Mutual
26 ........................................The Funds, Deductions and Charges
27 ........................................Northwestern Mutual
28 ........................................Management
29 ........................................Not Applicable
30 ........................................Not Applicable
31 ........................................Not Applicable
32 ........................................Not Applicable
</TABLE>
-ii-
<PAGE> 3
<TABLE>
<S> <C>
33 ........................................Not Applicable
34 ........................................Not Applicable
35 ........................................Northwestern Mutual
36 ........................................Not Applicable
37 ........................................Not Applicable
38 ........................................Distribution of the Policies
39 ........................................Distribution of the Policies
40 ........................................The Funds
41 ........................................The Funds, Distribution of the Policies
42 ........................................Not Applicable
43 ........................................Not Applicable
44 ........................................The Funds, Premiums, Death Benefit,
Allocations to the Account, Cash Value
45 ........................................Not Applicable
46 ........................................Same Captions as Items 10(c) and (d)
47 ........................................Not Applicable
48 ........................................Not Applicable
49 ........................................Not Applicable
50 ........................................The Account
51 ........................................Numerous Captions
52 ........................................Substitution of Fund Shares and
Other Changes
53 ........................................Not Applicable
54 ........................................Not Applicable
55 ........................................Not Applicable
56 ........................................Not Applicable
57 ........................................Not Applicable
58 ........................................Not Applicable
59 ........................................Financial Statements
</TABLE>
-iii-
<PAGE> 4
APRIL 28, 2000
NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE
Flexible Premium Variable Life Insurance Policy
(PHOTO)
NORTHWESTERN MUTUAL The Northwestern Mutual Life
SERIES FUND, INC. AND Insurance Company
RUSSELL INSURANCE FUNDS 720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-1444
P r o s p e c t u s e s
NORTHWESTERN MUTUAL(TM)
The Quiet Company(R)
<PAGE> 5
<TABLE>
<CAPTION>
CONTENTS FOR THIS PROSPECTUS
PAGE
<S> <C>
Prospectus..............................................1
Summary ................................................2
Variable Life Insurance............................2
The Account and its Divisions......................2
The Policy.........................................2
Availability Limitations.........................2
Premiums.........................................2
Death Benefit....................................2
Cash Value ......................................2
Deductions and Charges...........................2
From Premiums..................................2
From Policy Value..............................2
From the Mutual Funds..........................3
The Northwestern Mutual Life Insurance Company,
Northwestern Mutual Variable Life Account,
Northwestern Mutual Series Fund, Inc. and
Russell Insurance Funds........................4
Northwestern Mutual................................4
The Account........................................4
The Funds..........................................4
Northwestern Mutual Series Fund, Inc..............4
Small Cap Growth Stock Portfolio................4
Aggressive Growth Stock Portfolio...............4
International Equity Portfolio..................4
Index 400 Stock Portfolio.......................4
Growth Stock Portfolio..........................5
Growth and Income Stock Portfolio...............5
Index 500 Stock Portfolio.......................5
Balanced Portfolio..............................5
High Yield Bond Portfolio.......................5
Select Bond Portfolio...........................5
Money Market Portfolio..........................5
Russell Insurance Funds...........................5
Multi-Style Equity Fund.........................5
Aggressive Equity Fund..........................5
Non-U.S. Fund...................................5
Real Estate Securities Fund.....................5
Core Bond Fund..................................6
Detailed Information About the Policy...................6
Premiums...........................................6
Death Benefit......................................6
Death Benefit Options............................6
Choice of Tests for Tax Purposes.................6
Death Benefit Changes............................7
Allocations to the Account.........................7
Deductions and Charges.............................7
Deductions from Premiums.........................7
Charges Against the Policy Value.................8
Expenses of the Funds............................8
Policies Issued Prior to November 8, 1999......8
Cash Value.....................................8
Policy Loans...................................9
Withdrawals of Policy Value....................9
Termination and Reinstatement..................9
Right to Return Policy..........................10
Other Policy Provisions.........................10
Owner.........................................10
Beneficiary...................................10
Incontestability..............................10
Suicide.......................................10
Misstatement of Age or Sex....................10
Collateral Assignment.........................10
Deferral of Determination and Payment.........10
Dividends.....................................10
Voting Rights...................................10
Substitution of Fund Shares
and Other Changes.............................11
Reports........................................11
Distribution of the Policies...................11
Tax Considerations.............................11
General........................................11
Life Insurance Qualification...................11
Tax Treatment of Life Insurance................11
Modified Endowment Contracts...................12
Other Tax Considerations.......................13
Other Information...................................13
Management......................................13
Regulation......................................15
Legal Proceedings...............................15
Registration Statement..........................15
Experts.........................................16
Financial Statements................................17
Report of Independent Accountants
(for the two years ended December 31, 1999).....17
Financial Statements of the Account
(for the two years ended December 31, 1999).....18
Financial Statements of Northwestern Mutual
(for the three years ended
December 31, 1999)...........................29
Report of Independent Accountants
(for the three years ended December 31, 1999)...40
Appendix............................................41
</TABLE>
<PAGE> 6
P R O S P E C T U S
NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
This prospectus describes the Variable Executive Life Policy (the "Policy")
offered by The Northwestern Mutual Life Insurance Company. The Policy is an
individual flexible premium variable life insurance policy designed to be used
for a variety of business purposes.
The Policy offers flexible premium payments, sixteen investment funding options
and a choice of three death benefit options.
The investment options correspond to the eleven Portfolios of Northwestern
Mutual Series Fund, Inc. and the five Funds which comprise the Russell Insurance
Funds. The prospectuses for these mutual funds, attached to this prospectus,
describe the investment objectives for all of the Portfolios and Funds.
The values provided by the Policy vary daily depending on investment results.
These values are not guaranteed. The Portfolios and Funds present varying
degrees of investment risk.
You may return a Policy for a limited period of time. See "Right to Return
Policy", p. 10.
IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH A VARIABLE LIFE
INSURANCE POLICY. SEE DEDUCTIONS AND CHARGES AND CASH VALUE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR
NORTHWESTERN MUTUAL SERIES FUND, INC. AND THE RUSSELL INSURANCE FUNDS WHICH ARE
ATTACHED HERETO, AND SHOULD BE RETAINED FOR FUTURE REFERENCE.
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 THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
1
<PAGE> 7
SUMMARY
The following summary provides a brief overview of the Policy. It omits details
which are included elsewhere in this prospectus and the attached mutual fund
prospectuses and in the terms of the Policy.
VARIABLE LIFE INSURANCE
Variable life insurance is cash value life insurance and is similar in many ways
to traditional fixed benefit life insurance. Both kinds of life insurance
provide an income tax-free death benefit and a cash value that grows
tax-deferred. Variable life insurance allows the policyowner to direct the
premiums, after certain deductions, among a range of investment options. The
variable life insurance death benefit and cash value vary to reflect the
performance of the selected investments.
THE ACCOUNT AND ITS DIVISIONS
Northwestern Mutual Variable Life Account is the investment vehicle for the
Policies. The Account has sixteen divisions. You determine how net premiums are
to be apportioned. We invest the assets of each division in a corresponding
Portfolio of Northwestern Mutual Series Fund, Inc. or one of the Russell
Insurance Funds. The eleven Portfolios of Northwestern Mutual Series Fund, Inc.
are the Small Cap Growth Stock Portfolio, Aggressive Growth Stock Portfolio,
International Equity Portfolio, Index 400 Stock Portfolio, Growth Stock
Portfolio, Growth and Income Stock Portfolio, Index 500 Stock Portfolio,
Balanced Portfolio, High Yield Bond Portfolio, Select Bond Portfolio and Money
Market Portfolio. The five Russell Insurance Funds are the Multi-Style Equity
Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund, and
Core Bond Fund. For additional information about the funds see the attached
prospectuses.
THE POLICY
AVAILABILITY LIMITATIONS We have designed the Variable Executive Life Policy for
use with non-tax qualified executive benefit plans. We offer the Policy for use
with corporate-sponsored plans where at least five Policies will be issued, each
on the life of a different eligible insured person, and the first year premium
for the group will be at least $75,000. We will permit exceptions in some cases
and additional requirements may apply. Each case must be approved at our Home
Office.
PREMIUMS You may pay premiums at any time and in any amounts, within limits, but
additional premiums will be required to keep the Policy in force if values
become insufficient to pay current charges.
DEATH BENEFIT The Policy offers a choice of three death benefit options:
- - - Specified Amount (Option A)
- - - Specified Amount Plus Policy Value (Option B)
- - - Specified Amount Plus Premiums Paid (Option C)
In each case, the death benefit will be at least the amount needed to meet
federal income tax requirements for life insurance. You select the Specified
Amount when you purchase the Policy. You may increase or decrease the Specified
Amount, within limits and subject to conditions, after a Policy is issued. The
minimum amount is $50,000.00. No minimum death benefit is guaranteed.
CASH VALUE The cash value of a Policy is not guaranteed and varies daily to
reflect investment experience. You may surrender a Policy for its cash value.
The Policy also includes loan and withdrawal provisions.
DEDUCTIONS AND CHARGES
FROM PREMIUMS
- - - Deduction of 3.6% for local, state and federal taxes attributable to
premiums
- - - Sales load of 15% up to the Target Premium for first Policy year, 6.8%
of premiums up to the Target Premium for Policy years 2-6, and 3% of
all other premiums. The Target Premium is based on the modified
endowment contract seven-pay limit for the Specified Amount and the age
and sex of the insured. See "Modified Endowment Contracts", p. 12. A
Policy receiving the 3% deduction in the first Policy year on any
portion of the premium will be classified as a modified endowment
contract.
FROM POLICY VALUE
- - - Cost of insurance charge deducted monthly, is based on the net amount
at risk, the age, sex and risk classification of the insured, and the
Policy duration. Current charges are based on our experience. Maximum
charges are based on the 1980 CSO Mortality Tables.
- - - Monthly mortality and expense risk charge. The current charge is at the
annual rate of .75% (0.06250% monthly rate) of the Policy Value, less
any Policy debt, for the first 10 Policy years, and .30% (0.02500%
monthly rate) thereafter. The maximum annual rate is .90% (0.07500%
monthly rate).
- - - Monthly administrative charge. The current charge is $15.00 in the
first Policy year and $5.00 thereafter. The maximum charge is $15 in
the first Policy year and $10 thereafter.
2
<PAGE> 8
- - - Charge for expenses and taxes associated with the Policy loan, if any.
The aggregate charge is at the current annual rate of .75% (0.06250%
monthly rate) of the Policy debt for the first ten Policy years and
.20% (0.01667%) thereafter.
- - - Any transaction charges that may result from a withdrawal, a transfer,
a change in the Specified Amount or a change in the death benefit
option. We are currently waiving these charges. The maximum charge is
$250 for death benefit option changes and $25 for each of the other
transactions.
FROM THE MUTUAL FUNDS
- - - A daily charge for investment advisory and other services provided to
the mutual funds. The total expenses vary by Portfolio or Fund and
currently fall in an approximate range of .20% to 1.50% of assets on
an annual basis.
The following table shows the annual expenses for each of the Portfolios and
Funds, as a percentage of the average net assets, based on 1999 operations.
NORTHWESTERN MUTUAL SERIES FUND, INC.
<TABLE>
<CAPTION>
INVESTMENT
ADVISORY OTHER TOTAL
PORTFOLIO FEE EXPENSES EXPENSES
- - --------- --- -------- --------
<S> <C> <C> <C>
Small Cap Growth
Stock* ........... .79% .24% 1.03%
Aggressive Growth
Stock............. .51% .00% .51%
International Equity .67% .07% .74%
Index 400 Stock*.... .25% .11% .36%
Growth Stock ....... .43% .00% .43%
Growth and Income
Stock............. .57% .00% .57%
Index 500 Stock..... .20% .00% .20%
Balanced............ .30% .00% .30%
High Yield Bond..... .49% .01% .50%
Select Bond......... .30% .00% .30%
Money Market........ .30% .00% .30%
</TABLE>
*Small Cap Growth Stock and Index 400 Stock Portfolios Northwestern Mutual
Investment Services, LLC (NMIS), investment adviser to Northwestern Mutual
Series Fund, Inc., has contractually agreed to waive, at least until December
31, 2000, a portion of its advisory fee, up to the full amount of that fee,
equal to the amount by which total operating expenses exceed (1) 1.00% of the
Small Cap Growth Stock Portfolio's average daily net assets on an annual basis,
and (2) 0.35% of the Index 400 Stock Portfolio's average daily net assets. In
addition, NMIS has voluntarily agreed to reimburse each of these portfolios for
all remaining expenses after fee waivers which exceed (1) 1.00% in the case of
the Small Cap Growth Stock Portfolio, and (2) 0.35% in the case of the Index 400
Stock Portfolio, of the average daily net assets on an annual basis. This waiver
and reimbursement, in each case, may be revised or eliminated at any time
without notice to shareholders.
RUSSELL INSURANCE FUNDS
<TABLE>
<CAPTION>
INVESTMENT
ADVISORY OTHER TOTAL
FUND FEE * EXPENSES* EXPENSES
- - ---- ----- --------- --------
<S> <C> <C> <C>
Multi-Style Equity
Fund.............. 0.78% 0.15% 0.93%
Aggressive Equity
Fund.............. 0.95% 0.39% 1.34%
Non-U.S. Fund....... 0.95% 0.55% 1.50%
Real Estate Securities
Fund.............. 0.85% 0.30% 1.15%
Core Bond Fund...... 0.60% 0.26% 0.86%
</TABLE>
*Multi-Style Equity Fund Frank Russell Investment Company's (FRIC's) advisor,
Frank Russell Investment Management Company (FRIMCo) has contractually agreed to
waive, at least until April 30, 2001, a portion of its 0.78% management fee, up
to the full amount of that fee, equal to the amount by which the Fund's total
operating expenses exceed 0.92% of the Fund's average daily net assets on an
annual basis and to reimburse the Fund for all remaining expenses after fee
waivers which exceed 0.92% of the average daily net assets on an annual basis.
Taking the fee waivers into account, the actual annual total operating expenses
were 0.92% of the average net assets of the Multi-Style Fund.
Aggressive Equity Fund FRIMCo has contractually agreed to waive, at least until
April 30, 2001, a portion of its 0.95% management fee, up to the full amount of
that fee, equal to the amount by which the Fund's total operating expenses
exceed 1.25% of the Fund's average daily net assets on an annual basis and to
reimburse the Fund for all remaining expenses after fee waivers which exceed
1.25% of the average daily net assets on an annual basis. Taking the fee waivers
into account, the actual annual total operating expenses were 1.25% of the
average net assets of the Aggressive Equity Fund.
Non-U.S. Fund FRIMCo has contractually agreed to waive, at least until April 30,
2001, a portion of its 0.95% management fee, up to the full amount of that fee,
equal to the amount by which the Fund's total operating expenses exceed 1.30% of
the Fund's average daily net assets on an annual basis and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 1.30% of the average
daily net assets on an annual basis. Taking the fee waivers into account, the
actual annual total operating expenses were 1.30% of the average net assets of
the Non-U.S. Fund.
Real Estate Securities Fund FRIMCo has contractually agreed to waive, at least
until April 30, 2001, a portion of its .85% management fee, up to the full
amount of that fee, equal to the amount by which the Fund's total operating
expenses exceed 1.15% of the Fund's average daily net assets on an annual basis
and to reimburse the Fund for all remaining expenses after fee waivers which
exceed 1.15% of the average daily net assets on an annual basis.
Core Bond Fund FRIMCo has contractually agreed to waive, at least until April
30, 2001, a portion of its 0.60% management fee, up to the full amount of that
fee, equal to the amount by which the Fund's total operating expenses exceed
.80% of the Fund's average daily net assets on an annual basis and to reimburse
the Fund for all remaining expenses after fee waivers which exceed .80% of the
average daily net assets on an annual basis. Taking the fee waivers into
account, the actual annual total operating expenses were .80% of the average net
assets of the Core Bond Fund.
3
<PAGE> 9
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT,
NORTHWESTERN MUTUAL SERIES FUND, INC. AND
RUSSELL INSURANCE FUNDS
NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company is a mutual life insurance
company organized by a special act of the Wisconsin Legislature in 1857. It is
the nation's fifth largest life insurance company, based on total assets in
excess of $85 billion on December 31, 1999, and is licensed to conduct a
conventional life insurance business in the District of Columbia and in all
states of the United States. Northwestern Mutual sells life and disability
insurance policies and annuity contracts through its own field force of
approximately 6,000 full time producing agents. The Internal Revenue Service
Employer Identification Number of Northwestern Mutual is 39-0509570.
"We" in this prospectus means Northwestern Mutual.
THE ACCOUNT
We established Northwestern Mutual Variable Life Account by action of our
Trustees on November 23, 1983, in accordance with the provisions of Wisconsin
insurance law. Under Wisconsin law the income, gains and losses, realized or
unrealized, of the Account are credited to or charged against the assets of the
Account without regard to our other income, gains or losses. We use the Account
only for variable life insurance policies, including other variable life
insurance policies which are described in other prospectuses.
The Account is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. This registration
does not involve supervision of management or investment practices or policies.
The Account has sixteen divisions. All of the assets of each division are
invested in shares of the corresponding Portfolio or Fund described below.
THE FUNDS
NORTHWESTERN MUTUAL SERIES FUND, INC.
Northwestern Mutual Series Fund, Inc. is a mutual fund of the series type
registered under the Investment Company Act of 1940 as an open-end diversified
management investment company. The Account buys shares of each Portfolio at
their net asset value without any sales charge.
The investment adviser for the Fund is Northwestern Mutual Investment Services,
LLC ("NMIS"), our wholly-owned subsidiary. The investment advisory agreements
for the respective Portfolios provide that NMIS will provide services and bear
certain expenses of the Fund. For providing investment advisory and other
services and bearing Fund expenses, the Fund pays NMIS a fee at an annual rate
which ranges from .20% of the aggregate average daily net assets of the Index
500 Stock Portfolio to a maximum of .79% for the Small Cap Growth Stock
Portfolio, based on 1999 asset size. Other expenses borne by the Portfolios
range from 0% for the Select Bond, Money Market and Balanced Portfolios to .21%
for the Small Cap Growth Stock Portfolio. We provide the people and facilities
NMIS uses in performing its investment advisory functions and we are a party to
the investment advisory agreement. NMIS has retained J.P. Morgan Investment
Management, Inc. and Templeton Investment Counsel, Inc. under investment sub-
advisory agreements to provide investment advice to the Growth and Income Stock
Portfolio and the International Equity Portfolio.
The investment objectives and types of investments for each of the eleven
Portfolios of the Fund are set forth below. There can be no assurance that the
Portfolios will realize their objectives. For more information about the
investment objectives and policies, the attendant risk factors and expenses see
the attached prospectus for Northwestern Mutual Series Fund, Inc.
SMALL CAP GROWTH STOCK PORTFOLIO. The investment objective of the Small Cap
Growth Stock Portfolio is long-term growth of capital. The Portfolio will seek
to achieve this objective primarily by investing in the common stocks of
companies which can reasonably be expected to increase sales and earnings at a
pace which will exceed the growth rate of the U.S. economy over an extended
period.
AGGRESSIVE GROWTH STOCK PORTFOLIO. The investment objective of the Aggressive
Growth Stock Portfolio is to achieve long-term appreciation of capital primarily
by investing in the common stocks of companies which can reasonably be expected
to increase their sales and earnings at a pace which will exceed the growth rate
of the nation's economy over an extended period.
INTERNATIONAL EQUITY PORTFOLIO. The investment objective of the International
Equity Portfolio is long-term capital growth. It pursues its objective through a
flexible policy of investing in stocks and debt securities of companies and
governments outside the United States.
INDEX 400 STOCK PORTFOLIO. The investment objective of the Index 400 Stock
Portfolio is to achieve investment results that approximate the performance of
the Standard & Poor's MidCap 400 Index ("S&P 400 Index"). The Portfolio will
attempt to meet this objective by investing in stocks included in the S&P 400
Index.
4
<PAGE> 10
GROWTH STOCK PORTFOLIO. The investment objective of the Growth Stock Portfolio
is long-term growth of capital; current income is secondary. The Portfolio will
seek to achieve this objective by selecting investments in companies which have
above average earnings growth potential.
GROWTH AND INCOME STOCK PORTFOLIO. The investment objective of the Growth and
Income Stock Portfolio is long-term growth of capital and income. Ordinarily the
Portfolio pursues its investment objectives by investing primarily in
dividend-paying common stock.
INDEX 500 STOCK PORTFOLIO. The investment objective of the Index 500 Stock
Portfolio is to achieve investment results that approximate the performance of
the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"). The
Portfolio will attempt to meet this objective by investing in stocks included in
the S&P 500 Index. Stocks are generally more volatile than debt securities and
involve greater investment risks.
BALANCED PORTFOLIO. The investment objective of the Balanced Portfolio is to
realize as high a level of long-term total rate of return as is consistent with
prudent investment risk. The Balanced Portfolio will invest in common stocks and
other equity securities, bonds and money market instruments. Investment in the
Balanced Portfolio necessarily involves the risks inherent in stocks and debt
securities of varying maturities, including the risk that the Portfolio may
invest too much or too little of its assets in each type of security at any
particular time.
HIGH YIELD BOND PORTFOLIO. The investment objective of the High Yield Bond
Portfolio is to achieve high current income and capital appreciation by
investing primarily in fixed income securities that are rated below investment
grade by the major rating agencies.
SELECT BOND PORTFOLIO. The primary investment objective of the Select Bond
Portfolio is to provide as high a level of long-term total rate of return as is
consistent with prudent investment risk. A secondary objective is to seek
preservation of shareholders' capital. The Select Bond Portfolio will invest
primarily in debt securities. The value of debt securities will tend to rise and
fall inversely with the rise and fall of interest rates.
MONEY MARKET PORTFOLIO. The investment objective of the Money Market Portfolio
is to realize maximum current income consistent with liquidity and stability of
capital. The Money Market Portfolio will invest in money market instruments and
other debt securities with maturities generally not exceeding one year. The
return produced by these securities will reflect fluctuations in short-term
interest rates.
RUSSELL INSURANCE FUNDS
The Russell Insurance Funds also comprise a mutual fund of the series type
registered under the Investment Company Act of 1940 as an open-end diversified
management investment company. The Account buys shares of each of the Russell
Insurance Funds at their net asset value without any sales charge.
The assets of each of the Russell Insurance Funds are invested by one or more
investment management organizations researched and recommended by Frank Russell
Company ("Russell"), and an affiliate of Russell, Frank Russell Investment
Management Company ("FRIMCo"). FRIMCo also advises, operates and administers the
Russell Insurance Funds. Russell is our majority-owned subsidiary.
The investment objectives and types of investments for each of the five Russell
Insurance Funds are set forth below. There can be no assurance that the Funds
will realize their objectives. A table showing the expense ratios for each of
the Russell Insurance Funds is included in the Summary above, at page 3. For
more information about the investment objectives and policies, the attendant
risk factors and expenses see the attached prospectus for the Russell Insurance
Funds.
MULTI-STYLE EQUITY FUND. The investment objective of the Multi-Style Equity Fund
is to provide income and capital growth by investing principally in equity
securities. The Multi-Style Equity Fund invests primarily in common stocks of
medium and large capitalization companies. These companies are predominately
US-based, although the Fund may invest a limited portion of its assets in non-US
firms from time to time.
AGGRESSIVE EQUITY FUND. The investment objective of the Aggressive Equity Fund
is to provide capital appreciation by assuming a higher level of volatility than
is ordinarily expected from Multi-Style Equity Fund by investing in equity
securities. The Aggressive Equity Fund invests primarily in common stocks of
small and medium capitalization companies. These companies are predominately
US-based, although the Fund may invest in non-US firms from time to time.
NON-U.S. FUND. The investment objective of the Non-U.S. Fund is to provide
favorable total return and additional diversification for US investors by
investing primarily in equity and fixed-income securities of non-US companies,
and securities issued by non-US governments. The Non-U.S. Fund invests primarily
in equity securities issued by companies domiciled outside the United States and
in depository receipts, which represent ownership of securities of non-US
companies.
REAL ESTATE SECURITIES FUND. The investment objective of the Real Estate
Securities Fund is to generate a high level of total return through above
average current income, while maintaining the potential
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<PAGE> 11
for capital appreciation. The Fund seeks to achieve its objective by
concentrating its investments in equity securities of issuers whose value is
derived primarily from development, management and market pricing of underlying
real estate properties.
CORE BOND FUND. The investment objective of the Core Bond Fund is to maximize
total return, through capital appreciation and income, by assuming a level of
volatility consistent with the broad fixed-income market, by investing in
fixed-income securities. The Core Bond Fund invests primarily in fixed-income
securities. In particular, the Fund holds debt securities issued or guaranteed
by the US government, or to a lesser extent by non-US governments, or by their
respective agencies and instrumentalities. It also holds mortgage-backed
securities, including collateralized mortgage obligations. The Fund also invests
in corporate debt securities and dollar-denominated obligations issued in the US
by non-US banks and corporations (Yankee Bonds). A majority of the Fund's
holdings are US dollar-denominated. From time to time the Fund may invest in
municipal debt obligations.
DETAILED INFORMATION ABOUT THE POLICY
PREMIUMS
The Policy permits you to pay premiums at any time before the Policy anniversary
that is nearest the insured's 95th birthday and in any amounts within the limits
described in this section.
We use the Specified Amount you select when you purchase the Policy to determine
the minimum initial premium. The minimum initial premium varies with the issue
age and sex of the insured.
We calculate a Target Premium when the Policy is issued and we use the Target
Premium to determine the sales load. The Target Premium is based on the modified
endowment contract seven-pay limit for the Specified Amount and the age and sex
of the insured.
After a Policy is issued, there are no minimum premiums, except that we will not
accept a premium of less than $25. The Policy will remain in force during the
insured's lifetime so long as the Policy Value, less the amount of any Policy
debt, is sufficient to pay the monthly cost of insurance charge and other
current charges.
The Policy sets no maximum on premiums, but we will accept a premium that would
increase the net amount at risk only if the insurance, as increased, will be
within our issue limits, the insured meets our insurability requirements and we
receive the premium prior to the anniversary nearest the insured's 75th
birthday. We will not accept a premium if it would disqualify the Policy as life
insurance for federal income tax purposes. We will accept a premium, however,
even if it would cause the Policy to be classified as a modified endowment
contract. See "Tax Considerations", p. 11.
DEATH BENEFIT
DEATH BENEFIT OPTIONS The Policy provides for three death benefit options:
Specified Amount (Option A) You select the Specified Amount when you purchase
the Policy.
Specified Amount Plus Policy Value (Option B) The Policy Value is the cumulative
amount invested, adjusted for investment results, reduced by the charges for
insurance and other expenses.
Specified Amount Plus Premiums Paid (Option C)
In addition, under any of the Options, we will increase the Death Benefit if
necessary to meet the definitional requirements for life insurance for federal
income tax purposes as discussed below.
Under any of the death benefit options the death benefit will be equal to the
Policy Value at all times on and after the Policy anniversary nearest the 100th
birthday of the insured.
CHOICE OF TESTS FOR TAX PURPOSES A Policy must satisfy one of two testing
methods to qualify as life insurance for federal income tax purposes. You may
choose either the Guideline Premium/Cash Value Corridor Test or the Cash Value
Accumulation Test. Both tests require the Policy to meet minimum ratios, or
multiples, of death benefit to the Policy Value. The minimum multiple decreases
as the age of the insured advances. You make the choice of testing methods when
you purchase a Policy and it may not be changed.
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<PAGE> 12
For the Guideline Premium/Cash Value Corridor Test the minimum multiples of
death benefit to the Policy Value are shown below.
Guideline Premium/Cash Value
----------------------------
Corridor Test Multiples
-----------------------
<TABLE>
<CAPTION>
Attained Policy Attained Policy
Age Value % Age Value %
- - --- ------- --- -------
<S> <C> <C> <C>
40 or under..250 61...........128
41...........243 62...........126
42...........236 63...........124
43...........229 64...........122
44...........222 65...........120
45...........215 66...........119
46...........209 67...........118
47...........203 68...........117
48...........197 69...........116
49...........191 70...........115
50...........185 71...........113
51...........178 72...........111
52...........171 73...........109
53...........164 74...........107
54...........157 75-90........105
55...........150 91...........104
56...........146 92...........103
57...........142 93...........102
58...........138 94...........101
59...........134 95 or over...100
60...........130
</TABLE>
For the Cash Value Accumulation Test the minimum multiples of death benefit to
the Policy Value are calculated using net single premiums based on the attained
age of the insured and the Policy's underwriting classification, using a 4%
interest rate.
The Guideline Premium/Cash Value Corridor Test has lower minimum multiples than
the Cash Value Accumulation Test, usually resulting in better cash value
accumulation for a given amount of premium. But the Guideline Premium/Cash Value
Corridor Test limits the amount of premium that may be paid in each Policy year.
The Cash Value Accumulation Test has no such annual limitation, and allows more
premium to be paid during the early Policy years.
DEATH BENEFIT CHANGES After we issue a Policy you may change the death benefit
option, or increase or decrease the Specified Amount, subject to our approval.
Changes are subject to insurability requirements and issue limits. We will not
permit a change if it results in a Specified Amount less than the minimum for a
new Policy that we would issue on that date.
A change in the death benefit option, or an increase or decrease in the
Specified Amount, will be effective on the monthly processing date next
following receipt of a written request at our Home Office.
Administrative charges of up to $250 for a change in the death benefit option,
and up to $25 for each of more than one change in the Specified Amount in a
Policy year, may apply. We will deduct any such charges from the Policy Value.
We are currently waiving these charges.
A change in the death benefit option, or an increase or decrease in the
Specified Amount, may have important tax effects. See "Tax Considerations", p.
11. The cost of insurance charge will increase if a change results in a larger
net amount at risk. See "Charges Against the Policy Value," below.
ALLOCATIONS TO THE ACCOUNT
We place the initial net premium in the Account on the Policy date. Net premiums
you pay thereafter are placed in the Account on the date we receive them at our
Home Office. Net premiums are premiums less the deductions from premiums. See
"Deductions from Premiums," below.
We invest premiums we place in the Account prior to the initial allocation date
in the Money Market Division of the Account. The initial allocation date is
identified in the Policy and is the later of the date we approved the
application and the date we received the initial premium at our Home Office. A
different initial allocation date applies in those states which require a refund
of at least the premium paid during the period when the Policy may be returned.
In those states, the initial allocation date will be one day after the end of
the period during which the policyowner has the right to return the Policy,
based on the applicable state laws. See "Right to Return Policy", p. 10. On the
initial allocation date we invest the amount in the Money Market Division in the
Account divisions as you have directed in the application for the Policy. You
may change the allocation for future net premiums at any time by written request
and the change will be effective for premiums we place in the Account
thereafter. Allocation must be in whole percentages.
You may transfer accumulated amounts from one division of the Account to
another. Transfers are effective on the date we receive a written request at our
Home Office. We reserve the right to charge a fee of up to $25, to cover
administrative costs of transfers, if there are more than twelve transfers in a
Policy year. We are currently waiving these charges.
DEDUCTIONS AND CHARGES
DEDUCTIONS FROM PREMIUMS We deduct a charge for taxes attributable to premiums
from each premium. The total amount of this deduction is 3.6% of the premium. Of
this amount, 2.35% is for state premium taxes. This
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<PAGE> 13
2.35% rate is an average rate since premium tax rates vary from state to state
(they currently range from .5% to 3.5% of life insurance premiums.) We do not
expect to profit from this charge. The remainder of the deduction, 1.25% of each
premium, is for federal income taxes measured by premiums. We believe that this
charge does not exceed a reasonable estimate of our federal income taxes
attributable to the treatment of deferred acquisition costs. We may change the
charge for taxes to reflect any changes in the law.
We deduct a charge for sales costs from each premium. The charge is 15% of
premiums paid during the first Policy year up to the Target Premium, 6.8% of
premiums paid during each of Policy years 2-6 up to the Target Premium, and 3%
of all other premiums. The Target Premium is based on the modified endowment
contract seven-pay limit for the Specified Amount and the age and sex of the
insured. See "Modified Endowment Contracts", p. 12. To the extent that sales
expenses exceed the amounts deducted, we will pay the expenses from our other
assets. These assets may include, among other things, any gain realized from the
monthly charge against the Policy Value for the mortality and expense risks we
have assumed, as described below.
CHARGES AGAINST THE POLICY VALUE We deduct a cost of insurance charge from the
Policy Value on each monthly processing date. We determine the amount by
multiplying the net amount at risk by the cost of insurance rate. The net amount
at risk is equal to the death benefit currently in effect less the Policy Value.
The cost of insurance rate reflects the issue age, policy duration and risk
classification of the insured. The maximum cost of insurance rates are included
in the Policy.
We also deduct a charge for the mortality and expense risks we have assumed. The
maximum amount of the charge is equal to an annual rate of .90% (0.07500%
monthly rate) of the Policy Value, less any Policy debt. Currently the charge is
equal to an annual rate of .75% (0.06250% monthly rate) of Policy Value, less
any Policy debt, for the first ten Policy years and .30% (0.0250% monthly rate)
thereafter. The mortality risk is that insureds may not live as long as we
estimated. The expense risk is that expenses of issuing and administering the
Policies may exceed the estimated costs. We will realize a gain from this charge
to the extent it is not needed to provide benefits and pay expenses under the
Policies.
We deduct a monthly administrative charge of not more than $15 for the first
Policy year and $10 thereafter. Currently this charge will be $5 after the first
Policy year. This charge is for administrative expenses, including costs of
premium collection, processing claims, keeping records and communicating with
Policyowners. We do not expect to profit from this charge.
We deduct a charge for the expenses and taxes associated with the Policy debt,
if any. The aggregate charge is at the current annual rate of 0.75% (0.06250%
monthly rate) of the Policy debt for the first ten Policy years and 0.20%
(0.01667% monthly rate) thereafter.
The Policy provides for transaction fees to be deducted from the Policy Value on
the dates on which transactions take place. These charges are $25 for changes in
the Specified Amount, withdrawals or transfers of assets among the divisions of
the Account if more than twelve transfers take place in a Policy year. The fee
for a change in the death benefit option is $250. Currently we are waiving all
of these fees.
We will apportion deductions from the Policy Value among the divisions of the
Account in proportion to the amounts invested in the divisions.
EXPENSES OF THE FUNDS The investment performance of each division of the Account
reflects all expenses borne by the corresponding Portfolio or Fund. The expenses
are summarized above on page 3. See the attached mutual fund prospectuses for
more information about those expenses.
POLICIES ISSUED PRIOR TO NOVEMBER 8, 1999 For Policies issued prior to November
8, 1999, including Policies issued after that date in states where the current
Policy form has not been approved, the deduction from premiums for sales costs
is 15% of premiums paid during the first Policy year up to the Target Premium
and 3% of all other premiums.
CASH VALUE
You may surrender a Policy for the cash value at any time during the lifetime of
the insured. The cash value for the Policy will change daily in response to
investment results. No minimum cash value is guaranteed. The cash value is equal
to the Policy Value reduced by any Policy debt outstanding. During the first
Policy year the cash value is increased by the amount of sales load previously
deducted from premiums, during the second Policy year the cash value is
increased by 66.67% of previous sales load deductions and during the third
Policy year the cash value is increased by 33.33% of the previous sales load
deductions. This increase in cash value during the first three Policy years does
not apply if the Policy is in a grace period on the date on which you surrender
the Policy. This increase in cash value is not available in New Jersey. The cash
values shown in the illustrations on pages 42 - 49 are not correct for Policy
Years 1, 2 and 3 for Policies sold in New Jersey. Corrected illustrations are
available upon request.
We determine the cash value for a Policy at the end of each valuation period.
Each business day, together with any non-business days before it, is a valuation
period. A business day is any day on which the New York Stock Exchange is open
for trading. In accordance with the requirements of the Investment Company Act
of l940,
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<PAGE> 14
we may also determine the cash value for a Policy on any other day on which
there is sufficient trading in securities to materially affect the value of the
securities held by the Portfolios or Funds.
For Policies issued prior to November 8, 1999, including Policies issued after
that date in states where the current Policy form has not been approved, the
cash value is equal to the Policy Value reduced by any Policy debt outstanding.
During the first Policy year the cash value is increased by the amount of sales
load previously deducted from premiums, and during the second Policy year the
cash value is increased by 50% of previous sales load deductions. The increase
in cash value during the first two Policy years does not apply if the Policy is
in a grace period on the date on which you surrender the Policy. This increase
in cash value is not available in New Jersey. See "Policies Issued Prior to
November 8, 1999", p. 8.
POLICY LOANS
You may borrow up to 90% of the Policy Value using the Policy as security. If a
Policy loan is already outstanding, the maximum amount for any new loan is 90%
of the Policy Value, less the amount already borrowed.
Interest on a Policy loan accrues and is payable on a daily basis at an annual
effective rate of 5%. We add unpaid interest to the amount of the loan. If the
amount of the loan equals or exceeds the Policy Value on a monthly processing
date, the Policy will enter the grace period. See "Termination and
Reinstatement", below. We will send you a notice at least 61 days before the
termination date. The notice will show how much you must pay to keep the Policy
in force.
We will take the amount of a Policy loan from the Account divisions in
proportion to the amounts in the divisions. We will transfer the amounts
withdrawn to our general account and will credit them on a daily basis with an
annual earnings rate equal to the 5% Policy loan interest rate. A Policy loan,
even if you repay it, will have a permanent effect on the Policy Value because
the amounts borrowed will not participate in the Account's investment results
while the loan is outstanding. The effect may be either favorable or unfavorable
depending on whether the earnings rate credited to the loan amount is higher or
lower than the rate credited to the unborrowed amount left in the Account.
You may repay a Policy loan, and any accrued interest outstanding, in whole or
in part, at any time. We will credit payments as of the date we receive them and
will transfer those amounts from our general account to the Account divisions,
in proportion to the premium allocation in effect, as of the same date.
A Policy loan may have important tax consequences. See "Tax Considerations",
p. 11.
WITHDRAWALS OF POLICY VALUE
You may make a withdrawal of Policy Value. A withdrawal may not reduce the loan
value to less than any Policy debt outstanding. The loan value is 90% of the
Policy Value, less any Policy debt already outstanding. Following a withdrawal
the remaining Policy Value, less any Policy debt outstanding, must be at least
three times the current monthly charges for the cost of insurance and other
expenses. The minimum amount for withdrawals is $250. We permit up to four
withdrawals in a Policy year. An administrative charge of up to $25 may apply,
but we are currently waiving this charge.
A withdrawal of Policy Value decreases the death benefit by the same amount. If
the death benefit for a Policy has been increased to meet the federal tax
requirements for life insurance, the decrease in the death benefit caused by a
subsequent withdrawal will be larger than the amount of the withdrawal. If
Option A or Option C is in effect a withdrawal of Policy Value will reduce the
Specified Amount by the amount of the withdrawal. Following a withdrawal the
remaining death benefit must be at least the minimum amount that we would
currently issue.
We will take the amount withdrawn from Policy Value from the Account divisions
in proportion to the amounts in the divisions. The Policy makes no provision for
repayment of amounts withdrawn. A withdrawal of Policy Value may have important
tax consequences. See "Tax Considerations", p. 11.
TERMINATION AND REINSTATEMENT
If the Policy Value, less any Policy debt outstanding, is less than the monthly
charges for the cost of insurance and other expenses on any monthly processing
date, we allow a grace period of 61 days for the payment of sufficient premium
to keep the Policy in force. The grace period begins on the date that we send
you a notice. The notice will state the minimum amount of premium required to
keep the Policy in force and the date by which you must pay the premium. The
Policy will terminate unless you pay the required amount before the grace period
expires.
After a Policy has terminated, it may be reinstated within one year. The insured
must provide satisfactory evidence of insurability. The minimum amount of
premium required for reinstatement will be the monthly charges that were due
when the Policy terminated plus the charges for three more months.
Reinstatement of a Policy will be effective on the first monthly processing date
after an application for reinstatement is received at our Home Office, subject
to our approval. Any Policy debt that was outstanding when the Policy terminated
will also be reinstated.
The Policy Value when a Policy is reinstated is equal to the premium paid, after
the deduction for taxes and
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<PAGE> 15
sales load, less the sum of all monthly charges for the cost of insurance and
other expenses for the grace period and for the current month. We will allocate
the Policy Value among the Account divisions based on the allocation for
premiums currently in effect.
A Policy may not be reinstated after the Policy has been surrendered for its
cash value.
See "Tax Considerations", p. 11, for a discussion of the tax effects associated
with termination and reinstatement of a Policy.
RIGHT TO RETURN POLICY
You may return a Policy within 45 days after you signed the application for
insurance or within 10 days (or later where required by state law) after you
receive the Policy, whichever is later. You may mail or deliver the Policy to
the agent who sold it or to our Home Office. If you return it, we will consider
the Policy void from the beginning. We will refund the sum of the amounts
deducted from the premium paid plus the value of the Policy in the Account on
the date we receive the returned Policy. In some states, the amount we refund
will not be less than the premium you paid.
OTHER POLICY PROVISIONS
OWNER. The owner is identified in the Policy. The owner may exercise all rights
under the Policy while the insured is living. Ownership may be transferred to
another. We must receive written proof of the transfer at our Home Office. "You"
in this prospectus means the owner or prospective purchaser of a Policy.
BENEFICIARY. The beneficiary is the person to whom the death benefit is payable.
The beneficiary is named in the application. After we issue the Policy you may
change the beneficiary in accordance with the Policy provisions.
INCONTESTABILITY. We will not contest a Policy after it has been in force during
the lifetime of the insured for two years from the date of issue. We will not
contest an increase in the amount of insurance that was subject to insurability
requirements after the increased amount has been in force during the lifetime of
the insured for two years from the date of issuance of the increase.
SUICIDE. If the insured dies by suicide within one year from the date of issue,
the amount payable under the Policy will be limited to the premiums paid, less
the amount of any Policy debt and withdrawals. If the insured dies by suicide
within one year of the date of issuance of an increase in the amount of
insurance, which was subject to insurability requirements, the amount payable
with respect to the increase will be limited to the amounts charged for the cost
of insurance and other expenses attributable to the increase.
MISSTATEMENT OF AGE OR SEX. If the age or sex of the insured has been misstated,
we will adjust the charges for cost of insurance and other expenses under a
Policy to reflect the correct age and sex.
COLLATERAL ASSIGNMENT. You may assign a Policy as collateral security. We are
not responsible for the validity or effect of a collateral assignment and will
not be deemed to know of an assignment before receipt of the assignment in
writing at our Home Office.
DEFERRAL OF DETERMINATION AND PAYMENT. We will ordinarily pay Policy benefits
within seven days after we receive all required documents at our Home Office.
However, we may defer determination and payment of benefits during any period
when it is not reasonably practicable to value securities because the New York
Stock Exchange is closed or an emergency exists or the Securities and Exchange
Commission, by order, permits deferral for the protection of Policyowners.
DIVIDENDS. The Policies will share in divisible surplus to the extent we
determine annually. Since we do not expect the Policies to contribute to
divisible surplus, we do not expect to pay any dividends.
VOTING RIGHTS
We are the owner of the shares of both mutual funds in which all assets of the
Account are invested. As the owner of the shares we will exercise our right to
vote the shares to elect directors of the mutual funds, to vote on matters
required to be approved or ratified by mutual fund shareholders under the
Investment Company Act of 1940 and to vote on any other matters that may be
presented to any mutual fund shareholders' meeting. However, we will vote the
mutual fund shares held in the Account in accordance with instructions from
owners of the Policies. We will vote any shares of the mutual funds held in our
general account in the same proportions as the shares for which we have received
voting instructions. If the applicable laws or regulations change so as to
permit us to vote the shares in our own discretion, we may elect to do so.
The number of mutual fund shares for each division of the Account for which the
owner of a Policy may give instructions is determined by dividing the amount of
the Policy Value apportioned to that division, if any, by the per share value
for the corresponding Portfolio or Fund. The number will be determined as of a
date we choose, but not more than 90 days before the shareholders' meeting.
Fractional votes are counted. We will solicit voting instructions with written
materials at least 14 days before the meeting. We will vote shares as to which
we receive no instructions in the same proportion as the shares as to which we
receive instructions.
We may, if required by state insurance officials, disregard voting instructions
which would require mutual fund shares to be voted for a change in the
sub-classification or investment objectives of a Portfolio or Fund, or to
approve or disapprove an investment advisory agreement for either of the mutual
funds. We may also disregard voting instructions that
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<PAGE> 16
would require changes in the investment policy or investment adviser for either
a Portfolio or a Fund, provided that we reasonably determine to take this action
in accordance with applicable federal law. If we disregard voting instructions,
we will include a summary of the action and reasons therefor in the next
semiannual report to the owners of the Policies.
SUBSTITUTION OF FUND SHARES AND OTHER CHANGES
If, in our judgment, a Portfolio or Fund becomes unsuitable for continued use
with the Policies because of a change in investment objectives or restrictions,
shares of another Portfolio or Fund or another mutual fund may be substituted.
Any substitution of shares will be subject to any required approval of the
Securities and Exchange Commission, the Wisconsin Commissioner of Insurance or
other regulatory authority. We have also reserved the right, subject to
applicable federal and state law, to operate the Account or any of its divisions
as a management company under the Investment Company Act of 1940, or in any
other form permitted, or to terminate registration of the Account if
registration is no longer required, and to change the provisions of the Policies
to comply with any applicable laws.
REPORTS
At least once each Policy year you will receive a statement showing the death
benefit, cash value, Policy Value and any Policy loan, including loan interest.
This report will show the apportionment of invested assets among the Account
divisions. You will also receive annual and semiannual reports for the Account
and both of the mutual funds, including financial statements.
DISTRIBUTION OF THE POLICIES
We sell the Policies through individuals who are licensed life insurance agents
appointed by Northwestern Mutual and are registered representatives of
Northwestern Mutual Investment Services, LLC ("NMIS"), our wholly-owned
subsidiary. NMIS is a registered broker-dealer under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers. NMIS
was organized in 1968 as a Wisconsin corporation. Its address is 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Internal Revenue Service
Employer Identification Number of NMIS is 39-0509570.
Commissions paid to the agents will not exceed 15% of the premium for the first
year, 5.75% of the premium for years 2-6, and 2.75% of the premium thereafter.
During the sixth Policy year and thereafter agents will receive compensation at
the annual rate of .20% of the cash value of a Policy.
General agents and district agents who are registered representatives of NMIS
and have supervisory responsibility for sales of the Policies receive commission
overrides and other compensation.
TAX CONSIDERATIONS
GENERAL The following discussion provides a general description of federal
income tax considerations relating to the Policy. The discussion is based on
current provisions of the Internal Revenue Code ("Code") as currently
interpreted by the Internal Revenue Service. We do not intend this as tax
advice. The discussion is not exhaustive, it does not address the likelihood of
future changes in federal income tax law or interpretations thereof, and it does
not address state or local tax considerations which may be significant in the
purchase and ownership of a Policy.
LIFE INSURANCE QUALIFICATION Section 7702 of the Code defines life insurance for
federal income tax purposes. The Code provides two alternative tests for
determining whether the death benefit is a sufficient multiple of the Policy
Value. See "Choice of Tests for Tax Purposes", p. 6. We have designed the Policy
to comply with these rules. We will return premiums that would cause a Policy to
be disqualified as life insurance, or take any other action that may be
necessary for the Policy to qualify as life insurance.
Section 817(h) of the Code authorizes the Secretary of the Treasury to set
standards for diversification of the investments underlying variable life
insurance policies. Final regulations have been issued pursuant to this
authority. Failure to meet the diversification requirements would disqualify the
Policies as life insurance for purposes of Section 7702 of the Code. We intend
to comply with these requirements.
The Treasury Department, in connection with the diversification requirements,
stated that it expected to issue guidance about circumstances where a
policyowner's control of separate account assets would cause the policyowner,
and not the life insurance company, to be treated as the owner of those assets.
These guidelines have not been issued. If the owner of a Policy were treated as
the owner of the Fund shares held in the Account, the income and gains related
to those shares would be included in the owner's gross income for federal income
tax purposes. We believe that we own the assets of the Account under current
federal income tax law.
TAX TREATMENT OF LIFE INSURANCE While a Policy is in force, increases in the
Policy Value as a result of investment experience are not subject to federal
income tax until there is a distribution as defined by the Code. The death
benefit received by a beneficiary will not be subject to federal income tax.
Unless the Policy is a modified endowment contract, as described below, a loan
received under a Policy will not be treated as a distribution subject to current
federal income tax. Interest paid by individual owners of the Policies will
ordinarily not be deductible. You should consult a qualified tax adviser as to
the deductibility of
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<PAGE> 17
interest paid, or accrued, by other purchasers of the Policies. See "Other Tax
Considerations", p. 13.
As a general rule, the proceeds from a withdrawal of Policy Value will be
taxable only to the extent that the withdrawal exceeds the basis of the Policy.
The basis of the Policy is generally equal to the premiums paid less any amounts
previously received as tax-free distributions. In certain circumstances, a
withdrawal of Policy Value during the first 15 Policy years may be taxable to
the extent that the Policy Value exceeds the basis of the Policy. This means
that the amount withdrawn may be taxable even if that amount is less than the
basis of the Policy. In addition, if a Policy terminates while a Policy loan is
outstanding, the cancellation of the loan and accrued interest will be treated
as a distribution from the Policy and may be taxable under these rules.
Special tax rules may apply when ownership of a Policy is transferred. You
should seek qualified tax advice if you plan a transfer of ownership.
MODIFIED ENDOWMENT CONTRACTS A Policy will be classified as a modified endowment
contract if the cumulative premium paid during the first seven Policy years
exceeds a defined "seven-pay" limit. The seven-pay limit is based on a
hypothetical life insurance policy issued on the same insured person and for the
same initial death benefit which, under specified conditions (which include the
absence of expense and administrative charges) will be fully paid for after
seven level annual payments. A Policy will be treated as a modified endowment
contract unless cumulative premiums paid under the Policy, at all times during
the first seven Policy years, are less than or equal to the cumulative seven-pay
premiums which would have been paid under the hypothetical policy on or before
such times.
Whenever there is a "material change" under a Policy, it will generally be
treated as a new contract for purposes of determining whether the Policy is a
modified endowment contract, and subjected to a new seven-pay period and a new
seven-pay limit. The new seven-pay limit would be determined taking into account
the Policy Value of the Policy at the time of such change. A materially changed
Policy would be considered a modified endowment contract if it failed to satisfy
the new seven-pay limit. A material change could occur as a result of a change
in the death benefit option, a change in the Specified Amount, and certain other
changes.
If the benefits are reduced during the first seven Policy years after entering
into the Policy (or within seven years after a material change), for example, by
requesting a decrease in the Specified Amount or, in some cases, by making a
withdrawal of Policy Value, the seven-pay premium limit will be redetermined
based on the reduced level of benefits and applied retroactively for purposes of
the seven-pay test. If the premiums previously paid are greater than the
calculated seven-pay premium level limit, the Policy will become a modified
endowment contract. A life insurance policy which is received in exchange for a
modified endowment contract will also be considered a modified endowment
contract.
If a Policy is a modified endowment contract, any distribution from the Policy
will be taxed on a gain-first basis. Distributions for this purpose include a
loan (including any increase in the loan amount to pay interest on an existing
loan or an assignment or a pledge to secure a loan) or a withdrawal of Policy
Value. Any such distributions will be considered taxable income to the extent
the Policy Value exceeds the basis in the Policy. For modified endowment
contracts, the basis would be increased by the amount of any prior loan under
the Policy that was considered taxable income. For purposes of determining the
taxable portion of any distribution, all modified endowment contracts issued by
Northwestern Mutual to the same policyowner (excluding certain qualified plans)
during any calendar year are to be aggregated. The Secretary of the Treasury has
authority to prescribe additional rules to prevent avoidance of gain-first
taxation on distributions from modified endowment contracts.
A 10% penalty tax will apply to the taxable portion of a distribution from a
modified endowment contract. The penalty tax will not, however, apply to
distributions (i) to taxpayers 59 1/2 years of age or older, (ii) in the case of
a disability (as defined in the Code) or (iii) received as part of a series of
substantially equal periodic annuity payments for the life (or life expectancy)
of the taxpayers or the joint lives (or joint life expectancies) of the taxpayer
and his beneficiaries. If a Policy is surrendered, the excess, if any, of the
Policy Value over the basis of the Policy will be subject to federal income tax
and, unless one of the above exceptions applies, the 10% penalty tax. The
exceptions generally do not apply to life insurance policies owned by
corporations or other entities. If a Policy terminates while there is a Policy
loan, the cancellation of the loan and accrued loan interest will be treated as
a distribution to the extent not previously treated as such and could be subject
to tax, including the penalty tax, as described under the above rules.
If a Policy becomes a modified endowment contract, distributions that occur
during the Policy year it becomes a modified endowment contract and any
subsequent Policy year will be taxed as described in the two preceding
paragraphs. In addition, distributions from a Policy within two years before it
becomes a modified endowment contract will be subject to tax in this manner.
This means that a distribution made from a Policy that is not a modified
endowment contract could later become taxable as a distribution from a modified
endowment contract. The Secretary of the Treasury has been authorized to
prescribe rules which would treat similarly other distributions made in
anticipation of a policy becoming a modified endowment contract.
12
<PAGE> 18
OTHER TAX CONSIDERATIONS Business-owned life insurance may be subject to certain
additional rules. Section 264(a)(1) of the Code generally disallows a deduction
for premiums paid on Policies by anyone who is directly or indirectly a
beneficiary under the Policy. Increases in Policy Value may also be subject to
tax under the corporation alternative minimum tax provisions.
Section 264(a)(4) of the Code limits the Policyowner's deduction for interest on
loans taken against life insurance policies to interest on an aggregate total of
$50,000 of loans per covered life only with respect to life insurance policies
covering key persons. Generally, a key person means an officer or a 20% owner.
However, the number of key persons will be limited to the greater of (a) five
individuals, or (b) the lesser of 5% of the total officers and employees of the
taxpayer or 20 individuals. Deductible interest for these Policies will be
subject to limits based on current market rates.
In addition, Section 264(f) disallows a proportionate amount of a business'
interest deduction on nonlife insurance indebtedness based on the amount of
unborrowed cash value of non-exempt life insurance policies held in relation to
other business assets. Exempt policies include policies held by natural persons
unless the business is a direct or indirect beneficiary under the policy and
policies owned by a business and insuring employees, directors, officers and 20%
owners (as well as joint policies insuring 20% owners and their spouses).
Finally, life insurance subject to a split dollar arrangement is taxable to the
employee in the amount of the annual value of the economic benefit to the
employee measured by the issuer's lowest one-year term rates as defined by
various Internal Revenue Service rulings or the government's P.S. 58 table
rates. There is also a risk that the accrued earnings in equity split dollar
policies may be taxable in the year earned. The Internal Revenue Service is
currently reviewing the taxation of split dollar arrangements generally and has
issued certain technical advice memoranda (which apply only to the taxpayer
under audit) which have disallowed an issuer's one-year term rates or imposed a
different taxation scheme on a particular taxpayer.
Depending on the circumstances, the exchange of a Policy, a change in the death
benefit option, a Policy loan, a withdrawal of Policy Value, a change in
ownership or an assignment of the Policy may have federal income tax
consequences. In addition, federal, state and local transfer, estate,
inheritance, and other tax consequences of Policy ownership, premium payments
and receipt of Policy proceeds depend on the circumstances of each Policyowner
or beneficiary. If you contemplate any such transaction you should consult a
qualified tax adviser.
OTHER INFORMATION
MANAGEMENT
Northwestern Mutual is managed by a Board of Trustees. The Trustees and senior
officers of Northwestern Mutual and their positions including Board committee
memberships, and their principal occupations, as of the date of this prospectus,
are listed below. Unless otherwise indicated, the business address of each
Trustee and senior officer is c/o The Northwestern Mutual Life Insurance
Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
<TABLE>
<CAPTION>
TRUSTEES
NAME PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
- - ---- -------------------------------------------
<S> <C>
R. Quintus Anderson (A)........................ Chairman, Aarque Capital Corporation since 1997; prior
thereto, Chairman, The Aarque Companies, 20 West Fairmount
Avenue, P.O. Box 109, Lakewood, NY 14750-0109 (diversified
metal products manufacturing)
Edward E. Barr (HR)............................ Chairman, Sun Chemical Corporation, 222 Bridge Plaza South,
Fort Lee, New Jersey 07024 (graphic arts) since 1998;
prior thereto, President and Chief Executive Officer.
President and Chief Executive Officer, DIC Americas, Inc.,
Fort Lee, NJ
Gordon T. Beaham, III (OT)..................... Chairman of the Board and President, Faultless Starch/Bon
Ami Company, 1025 West Eighth Street, Kansas City, MO 64101
(consumer products manufacturer)
Robert C. Buchanan (A, E, F)................... President and Chief Executive Officer, Fox Valley
Corporation, 100 West Lawrence Street, P.O. Box 727,
Appleton, WI 54911 (manufacturer of gift wrap and writing
paper)
</TABLE>
13
<PAGE> 19
<TABLE>
<S> <C>
George A. Dickerman (AM)....................... Chairman Emeritus, Spalding Sports Worldwide, 425 Meadow
Street, P.O. Box 901, Chicopee, MA 01021-0901 (manufacturer
of sporting equipment) since 1999; Chairman of the Board
from 1998 to 1999; prior thereto, President
Pierre S. du Pont (AM)......................... Attorney, Richards, Layton and Finger, P.O. Box 551, 1
Rodney Square, Wilmington, DE 1989
James D. Ericson (AM, E, F, HR, OT)............ Chairman and Chief Executive Officer of Northwestern Mutual
since 2000; prior thereto, President and Chief Executive
Officer
J. E. Gallegos (A)............................. Attorney at Law; President, Gallegos Law Firm, 460 St.
Michaels Drive, Building 300, Santa Fe, NM 87505
Stephen N. Graff (A, E, F)..................... Retired Partner, Arthur Andersen LLP (public accountants).
Address: 805 Lone Tree Road, Elm Grove, WI 53122-2014
Patricia Albjerg Graham (HR)................... Professor, Graduate School of Education, Harvard
University, 420 Gutman, Cambridge, MA 02138. President,
The Spencer Foundation (social and behavioral sciences)
Stephen F. Keller (HR)......................... Attorney. Former Chairman, Santa Anita Realty Enterprises
since 1997; prior thereto, Chairman. Address: 101 South
Las Palmas Avenue, Los Angeles, CA 90004
Barbara A. King (AM)........................... President, Landscape Structures, Inc., Rt 3, 601 - 7th
Street South, Delano, MN 55328 (manufacturer of playground
equipment)
J. Thomas Lewis (HR)........................... Attorney (retired), 228 St. Charles Avenue, Suite 1024, New
Orleans, LA 70130, since 1998; prior thereto, Attorney, Monroe
& Lemann, New Orleans, LA
Daniel F. McKeithan, Jr. (E, F, HR)............ President, Tamarack Petroleum Company, Inc., 777 East
Wisconsin Avenue, Milwaukee, WI 53202 (operator of oil and
gas wells); President, Active Investor Management, Inc.,
Milwaukee, WI
Guy A. Osborn (E, F, OT)....................... Retired Chairman of Universal Foods Corporation, 433 East
Michigan Street, Milwaukee, WI 53202 since 1997; prior
thereto, Chairman and Chief Executive Officer
Timothy D. Proctor (A)......................... Group General Counsel, Diageo plc, 8 Henrietta Place,
London W1M 9AG, United Kingdom, since 2000 (multinational
branded food and drink company); Director, Worldwide Human
Resources of Glaxo Wellcome plc from 1998 to 1999
(pharmaceuticals); prior thereto, Senior Vice President
Human Resources, General Counsel & Secretary
H. Mason Sizemore, Jr. (AM).................... President and Chief Operating Officer, The Seattle Times,
Fairview Avenue North and John Street, P.O. Box 70,
Seattle, WA 98109 (publishing)
Harold B. Smith (OT)........................... Chairman, Executive Committee, Illinois Tool Works, Inc.,
3600 West Lake Avenue, Glenview, IL 60025-5811 (engineered
components and industrial systems and consumables)
Sherwood H. Smith, Jr. (AM).................... Chairman Emeritus of Carolina Power & Light, 411
Fayetteville Street Mall, P.O. Box 1551, Raleigh, NC 27602,
since 1999; Chairman of the Board from 1997 to 1999; prior
thereto, Chairman of the Board and Chief Executive Officer
Peter M. Sommerhauser (E, F, OT)............... Partner, Godfrey & Kahn, S.C. (attorneys), 780 North Water
Street, Milwaukee, WI 53202-3590
</TABLE>
14
<PAGE> 20
<TABLE>
<S> <C>
John E. Steuri (OT)............................ Chairman, Advanced Thermal Technologies, 2102 Riverfront
Drive, Suite 120, Little Rock, AR 72202-1747 since 1997
(heating, air-conditioning and humidity control).
Retired sinc 1996 as Chairman and Chief Executive Officer
of ALLTEL Information Services, Inc., Little Rock, AR
(application software).
John J. Stollenwerk (AM, E, F)................. President and Chief Executive Officer, Allen-Edmonds Shoe
Corporation, 201 East Seven Hills Road, P.O. Box 998, Port
Washington, WI 53074-0998
Barry L. Williams (HR)......................... President and Chief Executive Officer of Williams Pacific
Ventures, Inc., 100 First Street, Suite 2350, San
Francisco, CA 94105-2634 (venture capital consulting)
Kathryn D. Wriston (A)......................... Director of various corporations. Address: c/o Shearman &
Sterling, 599 Lexington Avenue, Room 1126, New York, NY
10022
Edward J. Zore................................. President of Northwestern Mutual since 2000; prior thereto,
Executive Vice President
A -- Member, Audit Committee F -- Member, Finance Committee
AM -- Member, Agency and Marketing HR -- Member, Human Resources and Public Policy
Committee Committee
E -- Member, Executive Committee OT -- Member, Operations and Technology Committee
</TABLE>
<TABLE>
<CAPTION>
SENIOR OFFICERS (OTHER THAN TRUSTEES)
POSITION WITH
NAME NORTHWESTERN MUTUAL
------------------------------------------------------------------------------------
<S> <C>
John M. Bremer Senior Executive Vice President and
Secretary
Peter W. Bruce Senior Executive Vice President
Deborah A. Beck Executive Vice President
William H. Beckley Executive Vice President
Mark G. Doll Senior Vice President
Richard L. Hall Senior Vice President
William C. Koenig Senior Vice President and Chief Actuary
Donald L. Mellish Senior Vice President
Bruce L. Miller Executive Vice President
Mason G. Ross Senior Vice President
John E. Schlifske Senior Vice President
Leonard F. Stecklein Senior Vice President
Frederic H. Sweet Senior Vice President
Walter J. Wojcik Senior Vice President
Gary E. Long Vice President and Controller
</TABLE>
REGULATION
We are subject to the laws of Wisconsin governing insurance companies and to
regulation by the Wisconsin Commissioner of Insurance. We file an annual
statement in a prescribed form with the Department of Insurance on or before
March 1 in each year covering operations for the preceding year and including
financial statements. Regulation by the Wisconsin Insurance Department includes
periodic examination to determine solvency and compliance with insurance laws.
We are also subject to the insurance laws and regulations of the other
jurisdictions in which we are licensed to operate.
LEGAL PROCEEDINGS
We are engaged in litigation of various kinds which in our judgment is not of
material importance in relation to its total assets. There are no legal
proceedings pending to which the Account is a party.
REGISTRATION STATEMENT
We have filed a registration statement with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933, as amended, with
respect to the Policies. This prospectus does not contain all the information
set forth in the registration statement. A copy
15
<PAGE> 21
of the omitted material is available from the main office of the SEC in
Washington, D.C. upon payment of the prescribed fee. Further information about
the Policies is also available from the Home Office of Northwestern Mutual. The
address and telephone number are on the cover of this prospectus.
EXPERTS
The financial statements of Northwestern Mutual as of December 31, 1999 and 1998
and for each of the three years in the period ended December 31, 1999 and of the
Account as of December 31, 1999 and for each of the two years in the period
ended December 31, 1999 included in this prospectus have been so included in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
Actuarial matters included in this prospectus have been examined by William C.
Koenig, F.S.A., Senior Vice President and Chief Actuary of Northwestern Mutual.
His opinion is filed as an exhibit to the registration statement.
16
<PAGE> 22
[PRICEWATERHOUSECOOPERS LETTERHEAD]
Report of Independent Accountants
To the Northwestern Mutual Life Insurance Company and
Contract Owners of Northwestern Mutual Variable Life Account
In our opinion, the accompanying combined statement of assets and liabilities
and the related combined and separate statements of operations and of changes in
equity present fairly, in all material respects, the financial position of
Northwestern Mutual Variable Life Account and the Small Cap Growth Stock
Division, Aggressive Growth Stock Division, International Equity Division, Index
400 Stock Division, Growth Stock Division, Growth & Income Stock Division, Index
500 Stock Division, Balanced Division, High Yield Bond Division, Select Bond
Division, Money Market Division, Russell Multi-Style Equity Division, Russell
Aggressive Equity Division, Russell Non-U.S. Division, Russell Real Estate
Securities Division and Russell Core Bond Division thereof at December 31, 1999,
the results of each of their operations for each of the two years or the period
then ended and the changes in each of their equity for the two years or the
period then ended in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of The
Northwestern Mutual Life Insurance Company's management; our responsibility is
to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included direct confirmation of the number of
shares owned at December 31, 1999 with Northwestern Mutual Series Fund, Inc. and
the Russell Insurance Funds, provide a reasonable basis for the opinion
expressed above.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
January 27, 2000
17 Accountants' Report
<PAGE> 23
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Statement of Assets and Liabilities
December 31, 1999
(in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS
Investments at Market Value:
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock
4,228 shares (cost $6,122)......................... $ 7,561
Aggressive Growth Stock
42,894 shares (cost $135,037)...................... 206,058
International Equity
68,837 shares (cost $110,160)...................... 122,508
Index 400 Stock
3,839 shares (cost $3,940)......................... 4,260
Growth Stock
47,373 shares (cost $92,844)....................... 125,759
Growth and Income Stock
66,188 shares (cost $96,173)....................... 103,251
Index 500 Stock
84,461 shares (cost $220,153)...................... 328,044
Balanced
84,819 shares (cost $140,282)...................... 188,428
High Yield Bond
21,865 shares (cost $22,132)....................... 17,965
Select Bond
13,558 shares (cost $16,226)....................... 15,328
Money Market
67,006 shares (cost $67,006)....................... 67,400
Russell Insurance Funds
Multi-Style Equity
819 shares (cost $13,258).......................... 13,738
Aggressive Equity
401 shares (cost $4,918)........................... 5,356
Non-U.S.
395 shares (cost $5,025)........................... 5,609
Real Estate Securities
131 shares (cost $1,160)........................... 1,151
Core Bond
159 shares (cost $1,580)........................... 1,536 $1,213,952
--------
Due from Sale of Fund Shares.............................. 1,180
Due from Northwestern Mutual Life Insurance Company....... 1,736
----------
Total Assets..................................... $1,216,868
==========
LIABILITIES
Due to Northwestern Mutual Life Insurance Company......... $ 1,180
Due on Purchase of Fund Shares............................ 1,736
----------
Total Liabilities................................ 2,916
----------
EQUITY (NOTE 8)
Variable Life Policies Issued Before October 11, 1995..... 479,924
Variable Complife Policies Issued On or After October 11,
1995.................................................... 717,227
Variable Executive Life Policies Issued On or After March
2, 1998................................................. 7,901
Variable Joint Life Policies Issued On or After December
10, 1998................................................ 8,900
----------
Total Equity..................................... 1,213,952
----------
Total Liabilities and Equity..................... $1,216,868
==========
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements
Variable Life Financial Statements 18
<PAGE> 24
NML VARIABLE LIFE ACCOUNT
<TABLE>
<CAPTION>
Statement of Operations SMALL CAP
(in thousands) GROWTH STOCK AGGRESSIVE GROWTH
COMBINED DIVISION# STOCK DIVISION
---------------------------- ------------ ----------------------------
SIX MONTHS
YEAR ENDED YEAR ENDED ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1999 1998
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............................ $ 60,160 $24,922 $ 239 $ 4,628 $3,287
Mortality and Expense Risks................ 4,044 2,755 5 605 424
Taxes...................................... 1,737 1,178 3 259 181
-------- ------- ------ ------- ------
Net Investment Income...................... 54,379 20,989 231 3,764 2,682
-------- ------- ------ ------- ------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on Investments........ 7,370 4,332 -- 1,888 523
Unrealized Appreciation (Depreciation) of
Investments During the Period............ 115,169 68,780 1,440 54,225 4,928
-------- ------- ------ ------- ------
Net Gain (Loss) on Investments............. 122,539 73,112 1,440 56,113 5,451
-------- ------- ------ ------- ------
Increase (Decrease) in Equity Derived from
Investment Activity...................... $176,918 $94,101 $1,671 $59,877 $8,133
======== ======= ====== ======= ======
</TABLE>
# The initial investment in this Division was made on June 30, 1999.
The Accompanying Notes are an Integral Part of the Financial Statements
19 Variable Life Financial Statements
<PAGE> 25
<TABLE>
<CAPTION>
INDEX 400
STOCK GROWTH & INCOME
DIVISION# INTERNATIONAL EQUITY DIVISION GROWTH STOCK DIVISION STOCK DIVISION
- - ----------------- ----------------------------- --------------------------- ---------------------------
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1999 1998 1999 1998 1999 1998
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 58 $13,164 $ 3,591 $ 3,284 $ 956 $ 9,123 $ 537
4 420 308 395 211 372 234
2 180 132 170 91 159 100
---- ------- ------- ------- ------- ------- -------
52 12,564 3,151 2,719 654 8,592 203
---- ------- ------- ------- ------- ------- -------
4 504 284 595 143 514 220
321 7,108 (1,424) 16,158 10,533 (3,359) 10,574
---- ------- ------- ------- ------- ------- -------
325 7,612 (1,140) 16,753 10,676 (2,845) 10,794
---- ------- ------- ------- ------- ------- -------
$377 $20,176 $ 2,011 $19,472 $11,330 $ 5,747 $10,997
==== ======= ======= ======= ======= ======= =======
<CAPTION>
INDEX 500
STOCK DIVISION
- - --- ---------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
- - --- ---------------------------
<S> <C> <C>
$ 5,542 $ 4,530
1,104 671
473 287
------- -------
3,965 3,572
------- -------
1,529 1,125
42,832 31,738
------- -------
44,361 32,863
------- -------
$48,326 $36,435
======= =======
</TABLE>
Variable Life Financial Statements 20
<PAGE> 26
NML VARIABLE LIFE ACCOUNT
<TABLE>
<CAPTION>
Statement of Operations BALANCED DIVISION HIGH YIELD BOND DIVISION SELECT BOND DIVISION
(in thousands) ---------------------------- ---------------------------- ----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
(CONTINUED) 1999 1998 1999 1998 1999 1998
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income.................. $ 17,659 $ 8,344 $ 2,112 $ 1,489 $ 1,211 $ 743
Mortality and Expense Risks...... 769 681 70 53 62 51
Taxes............................ 330 292 30 22 27 22
-------- -------- ------- ------- ------- -------
Net Investment Income............ 16,560 7,371 2,012 1,414 1,122 670
-------- -------- ------- ------- ------- -------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized Gain (Loss) on
Investments.................... 2,596 1,893 (288) 47 33 97
Unrealized Appreciation
(Depreciation) of Investments
During the Period.............. (1,744) 14,317 (1,879) (1,828) (1,386) (58)
-------- -------- ------- ------- ------- -------
Net Gain (Loss) on Investments... 852 16,210 (2,167) (1,781) (1,353) 39
-------- -------- ------- ------- ------- -------
Increase (Decrease) in Equity
Derived from Investment
Activity....................... $ 17,412 $ 23,581 $ (155) $ (367) $ (231) $ 709
======== ======== ======= ======= ======= =======
</TABLE>
# The initial investment in this Division was made on June 30, 1999.
The Accompanying Notes are an Integral Part of the Financial Statements
21 Variable Life Financial Statements
<PAGE> 27
<TABLE>
<CAPTION>
RUSSELL RUSSELL RUSSELL RUSSELL
MULTI-STYLE EQUITY# AGGRESSIVE EQUITY# NON-U.S.# REAL ESTATE SECURITIES#
MONEY MARKET DIVISION ------------------- ------------------ ---------------- -----------------------
- - ------------------------------- SIX MONTHS SIX MONTHS SIX MONTHS SIX MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1999 1999 1999
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$2,507 $1,445 $381 $ 19 $145 $ 35
212 122 14 4 5 1
92 51 5 3 2 1
------ ------ ---- ---- ---- ----
2,203 1,272 362 12 138 33
------ ------ ---- ---- ---- ----
-- -- (1) (4) -- --
-- -- 484 438 585 (9)
------ ------ ---- ---- ---- ----
-- -- 483 434 585 (9)
------ ------ ---- ---- ---- ----
$2,203 $1,272 $845 $446 $723 $ 24
====== ====== ==== ==== ==== ====
<CAPTION>
RUSSELL
CORE BOND#
----------------
- - --- SIX MONTHS
ENDED
DECEMBER 31,
1999
- - --- ----------------
<S> <C>
$ 53
2
1
----
50
----
--
(45)
----
(45)
----
$ 5
====
</TABLE>
Variable Life Financial Statements 22
<PAGE> 28
NML VARIABLE LIFE ACCOUNT
<TABLE>
<CAPTION>
Statement of Changes in Equity SMALL CAP
(in thousands) GROWTH STOCK AGGRESSIVE GROWTH
COMBINED DIVISION# STOCK DIVISION
---------------------------- ------------ ----------------------------
SIX MONTHS
YEAR ENDED YEAR ENDED ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1999 1998
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net Investment Income...................... $ 54,379 $ 20,989 $ 231 $ 3,764 $ 2,682
Net Realized Gain (Loss)................... 7,370 4,332 -- 1,888 523
Net Change in Unrealized Appreciation
(Depreciation)........................... 115,169 68,780 1,440 54,225 4,928
---------- -------- ------ -------- --------
Increase (Decrease) in Equity................ 176,918 94,101 1,671 59,877 8,133
---------- -------- ------ -------- --------
EQUITY TRANSACTIONS
Policyowners' Net Payments................. 403,531 258,672 319 37,031 30,145
Policy Loans, Surrenders, and Death
Benefits................................. (54,502) (37,427) (74) (9,017) (6,454)
Mortality and Other (net).................. (61,013) (39,611) (25) (7,239) (5,193)
Transfers from Other Divisions............. 243,273 133,775 5,878 23,525 20,371
Transfers to Other Divisions............... (244,190) (133,773) (207) (17,347) (6,419)
---------- -------- ------ -------- --------
Increase in Equity Derived from Equity
Transactions............................... 287,099 181,636 5,891 26,953 32,450
---------- -------- ------ -------- --------
Net Increase in Equity....................... 464,017 275,737 7,562 86,830 40,583
EQUITY
Beginning of Period........................ 749,935 474,198 -- 119,230 78,647
---------- -------- ------ -------- --------
End of Period.............................. $1,213,952 $749,935 $7,562 $206,060 $119,230
========== ======== ====== ======== ========
</TABLE>
# The initial investment in this Division was made on June 30, 1999.
The Accompanying Notes are an Integral Part of the Financial Statements
23 Variable Life Financial Statements
<PAGE> 29
<TABLE>
<CAPTION>
INDEX 400
STOCK GROWTH & INCOME
DIVISION# INTERNATIONAL EQUITY DIVISION GROWTH STOCK DIVISION STOCK DIVISION
- - ---------------- ----------------------------- --------------------------- ---------------------------
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1999 1998 1999 1998 1999 1998
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 52 $ 12,564 $ 3,151 $ 2,719 $ 654 $ 8,592 $ 203
4 504 284 595 143 514 220
321 7,108 (1,424) 16,158 10,533 (3,359) 10,574
------ -------- ------- -------- ------- -------- -------
377 20,176 2,011 19,472 11,330 5,747 10,997
------ -------- ------- -------- ------- -------- -------
165 25,923 20,672 22,738 12,991 23,731 14,771
(43) (5,642) (4,327) (5,004) (2,859) (5,239) (2,902)
(27) (4,876) (3,785) (4,452) (2,494) (4,489) (2,847)
4,152 19,043 15,743 33,353 16,839 22,159 17,225
(364) (10,533) (5,013) (6,373) (2,015) (9,185) (3,106)
------ -------- ------- -------- ------- -------- -------
3,883 23,915 23,290 40,262 22,462 26,977 23,141
------ -------- ------- -------- ------- -------- -------
4,260 44,091 25,301 59,734 33,792 32,724 34,138
-- 78,417 53,116 66,025 32,233 70,527 36,389
------ -------- ------- -------- ------- -------- -------
$4,260 $122,508 $78,417 $125,759 $66,025 $103,251 $70,527
====== ======== ======= ======== ======= ======== =======
<CAPTION>
INDEX 500
STOCK DIVISION
- - --- ---------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
- - --- ---------------------------
<S> <C> <C>
$ 3,965 $ 3,572
1,529 1,125
42,832 31,738
-------- --------
48,326 36,435
-------- --------
56,388 29,665
(14,992) (8,924)
(10,807) (5,367)
72,157 37,076
(14,168) (5,443)
-------- --------
88,578 47,007
-------- --------
136,904 83,442
191,141 107,699
-------- --------
$328,045 $191,141
======== ========
</TABLE>
Variable Life Financial Statements 24
<PAGE> 30
NML VARIABLE LIFE ACCOUNT
<TABLE>
<CAPTION>
Statement of Changes in Equity BALANCED DIVISION HIGH YIELD BOND DIVISION SELECT BOND DIVISION
(in thousands) ---------------------------- ---------------------------- ----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
(CONTINUED) 1999 1998 1999 1998 1999 1998
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net Investment Income............ $ 16,560 $ 7,371 $ 2,012 $ 1,414 $ 1,122 $ 670
Net Realized Gain (Loss)......... 2,596 1,893 (288) 47 33 97
Net Change in unrealized
Appreciation (Depreciation).... (1,744) 14,317 (1,879) (1,828) (1,386) (58)
-------- -------- ------- ------- ------- -------
Increase (Decrease) in Equity...... 17,412 23,581 (155) (367) (231) 709
-------- -------- ------- ------- ------- -------
EQUITY TRANSACTIONS
Policyowners' Net Payments....... 20,488 17,811 5,513 3,490 3,020 2,004
Policy Loans, Surrenders, and
Death Benefits................. (9,916) (8,879) (933) (690) (985) (620)
Mortality and Other (net)........ (4,412) (3,232) (928) (641) (557) (250)
Transfers from Other Divisions... 16,340 7,905 3,662 5,399 3,874 3,951
Transfers to Other Divisions..... (9,591) (5,398) (3,710) (1,476) (2,463) (2,217)
-------- -------- ------- ------- ------- -------
Increase in Equity Derived from
Equity Transactions.............. 12,909 8,207 3,604 6,082 2,889 2,868
-------- -------- ------- ------- ------- -------
Net Increase in Equity............. 30,321 31,788 3,449 5,715 2,658 3,577
EQUITY
Beginning of Period.............. 158,110 126,322 14,516 8,801 12,669 9,092
-------- -------- ------- ------- ------- -------
End of Period.................... $188,431 $158,110 $17,965 $14,516 $15,327 $12,669
======== ======== ======= ======= ======= =======
</TABLE>
# The initial investments in this Division was made on June 30, 1999.
The Accompanying Notes are an Integral Part of the Financial Statements
25 Variable Life Financial Statements
<PAGE> 31
<TABLE>
<CAPTION>
RUSSELL RUSSELL RUSSELL RUSSELL
MONEY MARKET DIVISION MULTI-STYLE EQUITY# AGGRESSIVE EQUITY# NON-U.S.# REAL ESTATE SECURITIES#
- - ------------------------------- ------------------- ------------------ ---------------- -----------------------
SIX MONTHS SIX MONTHS SIX MONTHS SIX MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1999 1999 1999
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 2,203 $ 1,272 $ 362 $ 12 $ 138 $ 33
-- -- (1) (4) -- --
-- -- 484 438 585 (9)
--------- --------- ------- ------ ------ ------
2,203 1,272 845 446 723 24
--------- --------- ------- ------ ------ ------
207,164 127,123 669 28 254 49
(2,420) (1,772) (109) (34) (48) (8)
(23,000) (15,802) (114) (37) (34) (8)
13,433 9,266 13,008 5,080 4,917 1,097
(169,279) (102,686) (561) (127) (205) (6)
--------- --------- ------- ------ ------ ------
25,898 16,129 12,893 4,910 4,884 1,124
--------- --------- ------- ------ ------ ------
28,101 17,401 13,738 5,356 5,607 1,148
39,300 21,899 -- -- -- --
--------- --------- ------- ------ ------ ------
$ 67,401 $ 39,300 $13,738 $5,356 $5,607 $1,148
========= ========= ======= ====== ====== ======
<CAPTION>
RUSSELL
CORE BOND#
- - --- ----------------
SIX MONTHS
ENDED
DECEMBER 31,
1999
- - --- ----------------
<S> <C>
$ 50
--
(45)
------
5
------
51
(38)
(8)
1,595
(71)
------
1,529
------
1,534
--
------
$1,534
======
</TABLE>
Variable Life Financial Statements 26
<PAGE> 32
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Notes to Financial Statements
December 31, 1999
NOTE 1 -- Northwestern Mutual Variable Life Account (the "Account") is
registered as a unit investment trust under the Investment Company Act of 1940
and is a segregated asset account of The Northwestern Mutual Life Insurance
Company ("Northwestern Mutual") used to fund variable life insurance policies.
NOTE 2 -- The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities 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. Principal
accounting policies are summarized below.
NOTE 3 -- All assets of each Division of the Account are invested in shares of
the corresponding Portfolio of Northwestern Mutual Series Fund, Inc and the
Russell Insurance Funds (collectively known as "the Funds"). The shares are
valued at the Funds' offering and redemption prices per share. The Funds are
diversified open-end investment companies registered under the Investment
Company Act of 1940.
NOTE 4 -- Dividend income from the Funds is recorded on the record date of the
dividends. Transactions in the Funds shares are accounted for on the trade date.
The basis for determining cost on sale of Funds shares is identified cost.
Purchases and sales of the Funds shares for the period ended December 31, 1999
by each Division are shown below:
<TABLE>
<CAPTION>
DIVISIONS PURCHASES SALES
--------- --------- -----
<S> <C> <C>
Small Cap Growth Stock.... $ 6,123,393 $ 1,068
Aggressive Growth Stock... 35,131,629 4,386,856
International Equity...... 38,347,289 1,854,037
Index 400 Stock........... 4,056,200 119,396
Growth Stock.............. 44,024,329 1,042,030
Growth & Income Stock..... 37,069,503 1,491,279
Index 500 Stock........... 95,056,887 2,520,734
Balanced.................. 35,493,036 6,023,989
High Yield Bond........... 7,296,571 1,680,853
Select Bond............... 6,205,815 2,193,634
Money Market.............. 73,757,754 45,658,376
Russell Multi-Style Equity
Fund.................... 13,280,682 21,745
Russell Aggressive Equity
Fund.................... 5,000,413 77,631
Russell Non-U.S. Fund..... 5,030,954 6,175
Russell Real Estate
Securities Fund......... 1,160,771 619
Russell Core Bond Fund.... 1,664,332 84,103
</TABLE>
NOTE 5 -- A deduction for mortality and expense risks is determined daily and
paid to Northwestern Mutual. Generally, for Variable Life policies issued before
October 11, 1995, and Variable Complife policies issued on or after October 11,
1995 the deduction is at an annual rate of .50% and .60%, respectively, of the
net assets of the Account. A deduction for the mortality and expense risks for
the Variable Executive Life policies issued on or after March 3, 1998 is
determined monthly at an annual rate of .75% of the amount invested in the
Account for the Policy for the first ten Policy years, and .30% thereafter. The
mortality risk is that insureds may not live as long as estimated. The expense
risk is that expenses of issuing and administering the policies may exceed the
estimated costs.
Certain deductions are also made from the annual, single or other premiums
before amounts are allocated to the Account. These deductions are for (1) sales
load, (2) administrative expenses, (3) taxes and (4) a risk charge for the
guaranteed minimum death benefit.
Additional mortality costs are deducted from the policy annually and are paid to
Northwestern Mutual to cover the cost of providing insurance protection. This
cost is actuarially calculated based upon the insured's age, the 1980
Commissioners Standard Ordinary Mortality Table and the amount of insurance
provided under the policy.
NOTE 6 -- Northwestern Mutual is taxed as a "life insurance company" under the
Internal Revenue Code. The variable life insurance policies which are funded in
the Account are taxed as part of the operations of Northwestern Mutual. Policies
provide that a charge for taxes may be made against the assets of the Account.
Generally, for Variable Life policies issued before October 11, 1995,
Northwestern Mutual charges the Account at an annual rate of .20% of the
Account's net assets and reserves the right to increase, decrease or eliminate
the charge for taxes in the future. Generally, for Variable Complife policies
issued on or after October 11, 1995, and for Variable Executive Life policies
issued on or after March 3, 1998, there is no charge being made against the
assets of the Account for federal income taxes, but Northwestern Mutual reserves
the right to charge for taxes in the future.
NOTE 7 -- The Account is credited for the policyowners' net annual premiums at
the respective policy anniversary dates regardless of when policyowners actually
pay their premiums. Northwestern Mutual's equity represents any unpaid portion
of net annual premiums. This applies to Variable Life and Variable Complife
policies only.
27 Notes to Financial Statements
<PAGE> 33
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
Notes to Financial Statements
December 31, 1999
(in thousands)
NOTE 8 -- Equity Values by Division are shown below:
<TABLE>
<CAPTION>
VARIABLE LIFE VARIABLE COMPLIFE
POLICIES ISSUED POLICIES ISSUED
BEFORE OCTOBER 11, 1995 ON OR AFTER OCTOBER 11, 1995
EQUITY OF: EQUITY OF:
------------------------- TOTAL ----------------------------- TOTAL
POLICYOWNERS NML EQUITY POLICYOWNERS NML EQUITY
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Small Cap Growth Stock................. $ 2,395 $ 90 $ 2,485 $ 3,094 $ 1,599 $ 4,693
Aggressive Growth Stock................ 60,387 3,459 63,846 115,775 25,627 141,402
International Equity................... 40,534 2,738 43,272 62,788 15,362 78,150
Index 400 Stock........................ 920 49 969 1,710 1,334 3,044
Growth Stock........................... 31,720 1,600 33,320 70,935 19,665 90,600
Growth and Income Stock................ 28,633 1,702 30,335 56,046 16,098 72,144
Index 500 Stock........................ 124,843 5,072 129,915 149,358 44,339 193,697
Balanced............................... 145,265 4,576 149,841 28,647 8,243 36,890
High Yield Bond........................ 4,049 332 4,381 10,475 2,941 13,416
Select Bond............................ 7,403 386 7,789 5,475 1,478 6,953
Money Market........................... 8,133 372 8,505 23,834 32,439 56,273
Russell Multi-Style Equity............. 2,095 91 2,186 6,289 3,973 10,262
Russell Aggressive Equity.............. 1,248 54 1,302 2,141 1,591 3,732
Russell Non-U.S. ...................... 1,029 42 1,071 2,659 1,460 4,119
Russell Real Estate Securities......... 302 12 314 469 324 793
Russell Core Bond...................... 368 25 393 761 298 1,059
-------- ------- -------- -------- -------- --------
$459,324 $20,600 $479,924 $540,456 $176,771 $717,227
======== ======= ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
VARIABLE EXECUTIVE LIFE VARIABLE JOINT LIFE
POLICIES ISSUED POLICIES ISSUED
ON OR AFTER MARCH 2, 1998 ON OR AFTER DECEMBER 10, 1998
-------------------------- -----------------------------
TOTAL TOTAL
EQUITY EQUITY
--------------------------------------------------------------
<S> <C> <C>
Small Cap Growth Stock.................................... $ 1 $ 374
Aggressive Growth Stock................................... 441 420
International Equity...................................... 687 393
Index 400 Stock........................................... 193 52
Growth Stock.............................................. 934 897
Growth and Income Stock................................... 122 648
Index 500 Stock........................................... 1,965 2,453
Balanced.................................................. 1,429 266
High Yield Bond........................................... 127 41
Select Bond............................................... 503 85
Money Market.............................................. 1,024 1,598
Russell Multi-Style Equity................................ 190 1,095
Russell Aggressive Equity................................. 164 155
Russell Non-U.S. ......................................... 113 304
Russell Real Estate Securities............................ 2 42
Russell Core Bond......................................... 6 77
------ ------
$7,901 $8,900
====== ======
</TABLE>
Notes to Financial Statements 28
<PAGE> 34
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Consolidated Statement of Financial Position
(in millions)
The following financial statements of Northwestern Mutual should be considered
only as bearing upon the ability of Northwestern Mutual Life to meet its
obligations under the Policies.
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1999 1998
- - -------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Bonds..................................................... $36,792 $34,888
Common and preferred stocks............................... 7,108 6,062
Mortgage loans............................................ 13,416 12,250
Real estate............................................... 1,666 1,481
Policy loans.............................................. 7,938 7,580
Other investments......................................... 3,443 2,353
Cash and temporary investments............................ 1,159 1,275
------- -------
TOTAL INVESTMENTS....................................... 71,522 65,889
Due and accrued investment income......................... 893 827
Other assets.............................................. 1,409 1,313
Separate account assets................................... 12,161 9,966
------- -------
TOTAL ASSETS............................................ $85,985 $77,995
======= =======
LIABILITIES AND SURPLUS
Reserves for policy benefits.............................. $56,246 $51,815
Policy benefit and premium deposits....................... 1,746 1,709
Policyowner dividends payable............................. 3,100 2,870
Interest maintenance reserve.............................. 491 606
Asset valuation reserve................................... 2,371 1,994
Income taxes payable...................................... 1,192 1,161
Other liabilities......................................... 3,609 3,133
Separate account liabilities.............................. 12,161 9,966
------- -------
TOTAL LIABILITIES....................................... 80,916 73,254
Surplus................................................... 5,069 4,741
------- -------
TOTAL LIABILITIES AND SURPLUS........................... $85,985 $77,995
======= =======
</TABLE>
The Accompanying Notes are an Integral Part of these Financial Statements
Consolidated Statement of Financial Position
29
<PAGE> 35
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Consolidated Statement of Operations
(in millions)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1999 1998 1997
- - ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE
Premiums and deposits..................................... $ 8,344 $ 8,021 $ 7,294
Net investment income..................................... 4,766 4,536 4,171
Other income.............................................. 970 922 861
------- ------- -------
TOTAL REVENUE......................................... 14,080 13,479 12,326
------- ------- -------
BENEFITS AND EXPENSES
Benefit payments to policyowners and beneficiaries........ 4,023 3,602 3,329
Net additions to policy benefit reserves.................. 4,469 4,521 4,026
Net transfers to separate accounts........................ 516 564 566
------- ------- -------
TOTAL BENEFITS........................................ 9,008 8,687 7,921
Operating expenses........................................ 1,287 1,297 1,138
------- ------- -------
TOTAL BENEFITS AND EXPENSES........................... 10,295 9,984 9,059
------- ------- -------
GAIN FROM OPERATIONS BEFORE DIVIDENDS AND TAXES....... 3,785 3,495 3,267
Policyowner dividends....................................... 3,091 2,869 2,636
------- ------- -------
GAIN FROM OPERATIONS BEFORE TAXES..................... 694 626 631
Income tax expense.......................................... 203 301 356
------- ------- -------
NET GAIN FROM OPERATIONS.............................. 491 325 275
Net realized capital gains.................................. 846 484 414
------- ------- -------
NET INCOME............................................ $ 1,337 $ 809 $ 689
======= ======= =======
</TABLE>
The Accompanying Notes are an Integral Part of these Financial Statements
Consolidated Statement of Operations
30
<PAGE> 36
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Consolidated Statement of Changes in Surplus
(in millions)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------------
1999 1998 1997
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BEGINNING OF YEAR........................................... $4,741 $4,101 $3,515
Net income................................................ 1,337 809 689
Increase (decrease) in net unrealized gains............... 213 (147) 576
Increase in investment reserves........................... (377) (20) (526)
Charge-off of goodwill (Note 7)........................... (842) -- --
Other, net................................................ (3) (2) (153)
------ ------ ------
NET INCREASE IN SURPLUS................................... 328 640 586
------ ------ ------
END OF YEAR BALANCE......................................... $5,069 $4,741 $4,101
====== ====== ======
</TABLE>
The Accompanying Notes are an Integral Part of these Financial Statements
Consolidated Statement of Changes in Surplus
31
<PAGE> 37
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Consolidated Statement of Cash Flows
(in millions)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------
1999 1998 1997
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Insurance and annuity premiums............................ $ 9,260 $ 8,876 $ 8,093
Investment income received................................ 4,476 4,216 3,928
Disbursement of policy loans, net of repayments........... (358) (416) (360)
Benefits paid to policyowners and beneficiaries........... (4,012) (3,572) (3,316)
Net transfers to separate accounts........................ (516) (564) (565)
Policyowner dividends paid................................ (2,862) (2,639) (2,347)
Operating expenses and taxes.............................. (1,699) (1,749) (1,722)
Other, net................................................ (56) (83) 124
------- ------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 4,233 4,069 3,835
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
PROCEEDS FROM INVESTMENTS SOLD OR MATURED
Bonds.................................................. 20,788 28,720 38,284
Common and preferred stocks............................ 13,331 10,359 9,057
Mortgage loans......................................... 1,356 1,737 1,012
Real estate............................................ 216 159 302
Other investments...................................... 830 768 398
------- ------- -------
36,521 41,743 49,053
------- ------- -------
COST OF INVESTMENTS ACQUIRED
Bonds.................................................. 22,849 30,873 41,169
Common and preferred stocks............................ 13,794 9,642 9,848
Mortgage loans......................................... 2,500 3,135 2,309
Real estate............................................ 362 268 202
Other investments...................................... 1,864 567 359
------- ------- -------
41,369 44,485 53,887
------- ------- -------
Net increase (decrease) in securities lending and other... 499 (624) 440
------- ------- -------
NET CASH USED IN INVESTING ACTIVITIES................ (4,349) (3,366) (4,394)
------- ------- -------
NET (DECREASE) INCREASE IN CASH AND TEMPORARY
INVESTMENTS......................................... (116) 703 (559)
Cash and temporary investments, beginning of year........... 1,275 572 1,131
------- ------- -------
Cash and temporary investments, end of year................. $ 1,159 $ 1,275 $ 572
======= ======= =======
</TABLE>
The Accompanying Notes are an Integral Part of these Financial Statements
Consolidated Statement of Cash Flows 32
<PAGE> 38
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
Notes to Consolidated Statutory Financial Statements
December 31, 1999, 1998 and 1997
NOTE 1 -- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated statutory financial statements include the
accounts of The Northwestern Mutual Life Insurance Company ("Company") and its
wholly-owned subsidiary, Northwestern Long Term Care Insurance Company
("Subsidiary"). The Company and its Subsidiary offer life, annuity, disability
income and long-term care products to the personal, business, estate and
tax-qualified markets.
The consolidated financial statements have been prepared using accounting
policies prescribed or permitted by the Office of the Commissioner of Insurance
of the State of Wisconsin ("statutory basis of accounting").
In 1998, the National Association of Insurance Commissioners ("NAIC") adopted
the Codification of Statutory Accounting Principles ("Codification") guidance,
which will replace the current Accounting Practices and Procedures manual as the
NAIC's primary guidance on statutory accounting. The NAIC is now considering
amendments to Codification that would also be effective upon implementation.
Codification provides guidance for areas where statutory accounting has been
silent and changes current statutory accounting in some areas (e.g., deferred
income taxes are recorded). The Office of the Commissioner of Insurance of the
State of Wisconsin ("OCI") intends to adopt Codification effective January 1,
2001. The Company has not determined the potential effect of Codification, and
the eventual effect of adoption could differ if changes are made prior to the
effective date of January 1, 2001.
Financial statements prepared on the statutory basis of accounting vary from
financial statements prepared on the basis of generally accepted accounting
principles ("GAAP") primarily because on a GAAP basis: (1) policy acquisition
costs are deferred and amortized, (2) investment valuations and insurance
reserves are based on different assumptions, (3) funds received under
deposit-type contracts are not reported as premium revenue, and (4) deferred
taxes are provided for temporary differences between book and tax basis of
certain assets and liabilities. The effects on the financial statements of the
differences between the statutory basis of accounting and GAAP are material to
the Company.
The preparation of financial statements in conformity with the statutory basis
of accounting requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual future results could differ from these estimates.
INVESTMENTS
The Company's investments are valued on the following bases:
Bonds -- Amortized cost using the interest method; loan-backed and structured
securities are amortized using estimated prepayment rates and, generally, the
prospective adjustment method
Common and preferred stocks -- Common stocks are carried at fair value,
preferred stocks are generally carried at cost, and unconsolidated subsidiaries
are recorded using the equity method
Mortgage loans -- Amortized cost
Real estate -- Lower of cost, less depreciation and encumbrances, or estimated
net realizable value
Policy loans -- Unpaid principal balance, which approximates fair value
Other investments -- Consists primarily of joint venture investments which are
valued at equity in ventures' net assets
Cash and temporary investments -- Amortized cost, which approximates fair value
TEMPORARY INVESTMENTS
Temporary investments consist of debt securities that have maturities of one
year or less at acquisition.
NET INVESTMENT INCOME AND CAPITAL GAINS
Net investment income includes interest and dividends received or due and
accrued on investments, equity in unconsolidated subsidiaries' earnings and the
Company's share of joint venture income. Net investment income is reduced by
investment management expenses, real estate depreciation, depletion related to
energy assets and costs associated with securities lending.
Realized investment gains and losses are reported in income based upon specific
identification of securities sold. Unrealized investment gains and losses
include changes in the fair
Notes to Consolidated Statutory Financial Statements
33
<PAGE> 39
value of common stocks and changes in valuation allowances made for bonds,
preferred stocks, mortgage loans and other investments considered by management
to be impaired.
INTEREST MAINTENANCE RESERVE
The Company is required to maintain an interest maintenance reserve ("IMR"). The
IMR is used to defer realized gains and losses, net of tax, on fixed income
investments resulting from changes in interest rates. Net realized gains and
losses deferred to the IMR are amortized into investment income over the
approximate remaining term to maturity of the investment sold.
INVESTMENT RESERVES
The Company is required to maintain an asset valuation reserve ("AVR"). The AVR
establishes a general reserve for invested asset valuation using a formula
prescribed by state regulations. The AVR is designed to stabilize surplus
against potential declines in the value of investments. In addition, the Company
maintained a $200 million voluntary investment reserve at each of December 31,
1999 and 1998 to absorb potential investment losses exceeding those considered
by the AVR formula. Increases or decreases in these investment reserves are
recorded directly to surplus.
SEPARATE ACCOUNTS
Separate account assets and related policy liabilities represent the segregation
of funds deposited by "variable" life insurance and annuity policyowners.
Policyowners bear the investment performance risk associated with variable
products. Separate account assets are invested at the direction of the
policyowner in a variety of Company-managed mutual funds. Variable product
policyowners also have the option to invest in a fixed interest rate annuity in
the general account of the Company. Separate account assets are reported at fair
value.
PREMIUM REVENUE AND OPERATING EXPENSES
Life insurance premiums are recognized as revenue at the beginning of each
policy year. Annuity and disability income premiums are recognized when received
by the Company. Operating expenses, including costs of acquiring new policies,
are charged to operations as incurred.
OTHER INCOME
Other income includes considerations on supplementary contracts, ceded
reinsurance expense allowances and miscellaneous policy charges.
BENEFIT PAYMENTS TO POLICYOWNERS AND BENEFICIARIES
Benefit payments to policyowners and beneficiaries include death, surrender and
disability benefits, matured endowments and supplementary contract payments.
RESERVES FOR POLICY BENEFITS
Reserves for policy benefits are determined using actuarial estimates based on
mortality and morbidity experience tables and valuation interest rates
prescribed by the OCI. (See Note 3.)
POLICYOWNER DIVIDENDS
Almost all life insurance policies, and certain annuity and disability income
policies issued by the Company are participating. Annually, the Company's Board
of Trustees approves dividends payable on participating policies in the
following fiscal year, which are accrued and charged to operations when
approved.
RECLASSIFICATION
Certain financial statement balances for 1998 and 1997 have been reclassified to
conform to the current year presentation.
Notes to Consolidated Statutory Financial Statements
34
<PAGE> 40
NOTE 2 -- INVESTMENTS
DEBT SECURITIES
Debt securities consist of all bonds and fixed-maturity preferred stocks. The
estimated fair values of debt securities are based upon quoted market prices, if
available. For securities not actively traded, fair values are estimated using
independent pricing services or internally developed pricing models.
Statement value, which principally represents amortized cost, and estimated fair
value of the Company's debt securities at December 31, 1999 and 1998 were as
follows:
<TABLE>
<CAPTION>
RECONCILIATION TO ESTIMATED FAIR VALUE
-----------------------------------------------
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1999 VALUE GAINS LOSSES VALUE
----------------- --------- ---------- ---------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U.S. Government and
political
obligations........ $ 3,855 $ 72 $ (167) $ 3,760
Mortgage-backed
securities......... 7,736 65 (256) 7,545
Corporate and other
debt securities.... 25,201 249 (1,088) 24,362
------- ------ ------- -------
36,792 386 (1,511) 35,667
Preferred stocks..... 85 2 -- 87
------- ------ ------- -------
Total........... $36,877 $ 388 $(1,511) $35,754
======= ====== ======= =======
</TABLE>
<TABLE>
<CAPTION>
RECONCILIATION TO ESTIMATED FAIR VALUE
-----------------------------------------------
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1998 VALUE GAINS LOSSES VALUE
----------------- --------- ---------- ---------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U.S. Government and
political
obligations........ $ 3,904 $ 461 $ (11) $ 4,354
Mortgage-backed
securities......... 7,357 280 (15) 7,622
Corporate and other
debt securities.... 23,627 1,240 (382) 24,485
------- ------ ------- -------
34,888 1,981 (408) 36,461
Preferred stocks..... 189 4 (1) 192
------- ------ ------- -------
Total........... $35,077 $1,985 $ (409) $36,653
======= ====== ======= =======
</TABLE>
The statement value and estimated fair value of debt securities by contractual
maturity at December 31, 1999 is shown below. Expected maturities may differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
STATEMENT ESTIMATED
VALUE FAIR VALUE
--------- ----------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less.......... $ 931 $ 942
Due after one year through five
years.......................... 5,420 5,412
Due after five years through ten
years.......................... 11,168 10,796
Due after ten years.............. 11,622 11,059
------- -------
29,141 28,209
Mortgage-backed securities....... 7,736 7,545
------- -------
$36,877 $35,754
======= =======
</TABLE>
STOCKS
The estimated fair values of common and perpetual preferred stocks are based
upon quoted market prices, if available. For securities not actively traded,
fair values are estimated using independent pricing services or internally
developed pricing models.
The adjusted cost of common and preferred stock held by the Company at December
31, 1999 and 1998 was $4.9 billion and $4.3 billion, respectively.
MORTGAGE LOANS AND REAL ESTATE
Mortgage loans are collateralized by properties located throughout the United
States and Canada. The Company attempts to minimize mortgage loan investment
risk by diversification of geographic locations and types of collateral
properties.
The fair value of mortgage loans as of December 31, 1999 and 1998 was $13.2
billion and $12.9 billion, respectively. The fair value of the mortgage loan
portfolio is estimated by discounting the future estimated cash flows using
current interest rates of debt securities with similar credit risk and
maturities, or utilizing net realizable values.
At December 31, 1999 and 1998, real estate includes $39 million and $61 million,
respectively, acquired through foreclosure and $114 million and $120 million,
respectively, of home office real estate.
Notes to Consolidated Statutory Financial Statements
35
<PAGE> 41
REALIZED AND UNREALIZED GAINS AND LOSSES
Realized investment gains and losses for the years ended December 31, 1999, 1998
and 1997 were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1999
--------------------------------
NET
REALIZED
REALIZED REALIZED GAINS
GAINS LOSSES (LOSSES)
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Bonds..................... $ 219 $(404) $ (185)
Common and preferred
stocks.................. 1,270 (255) 1,015
Mortgage loans............ 22 (12) 10
Real estate............... 92 -- 92
Other invested assets..... 308 (189) 119
------ ----- ------
$1,911 $(860) 1,051
====== ===== ------
Less: Capital gains
taxes................... 244
Less: IMR (losses)
gains................... (39)
------
Net realized capital
gains................... $ 846
======
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1998
--------------------------------
NET
REALIZED
REALIZED REALIZED GAINS
GAINS LOSSES (LOSSES)
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Bonds..................... $ 514 $(231) $ 283
Common and preferred
stocks.................. 885 (240) 645
Mortgage loans............ 18 (11) 7
Real estate............... 41 -- 41
Other invested assets..... 330 (267) 63
------ ----- ------
$1,788 $(749) 1,039
====== ===== ------
Less: Capital gains
taxes................... 358
Less: IMR (losses)
gains................... 197
------
Net realized capital
gains................... $ 484
======
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1997
--------------------------------
NET
REALIZED
REALIZED REALIZED GAINS
GAINS LOSSES (LOSSES)
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Bonds..................... $ 518 $(269) $249
Common and preferred
stocks.................. 533 (150) 383
Mortgage loans............ 14 (14) --
Real estate............... 100 (2) 98
Other invested assets..... 338 (105) 233
------ ----- ----
$1,503 $(540) 963
====== ===== ----
Less: Capital gains
taxes................... 340
Less: IMR (losses)
gains................... 209
----
Net realized capital
gains................... $414
====
</TABLE>
Changes in unrealized net investment gains and losses for the years ended
December 31, 1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
----------------------
1999 1998 1997
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Bonds......................... $(178) $ (97) $ 43
Common and preferred stocks... 415 29 528
Mortgage loans................ (10) (16) (7)
Real estate................... (2) -- --
Other......................... (12) (63) 12
----- ----- ----
$ 213 $(147) $576
===== ===== ====
</TABLE>
SECURITIES LENDING
The Company has entered into securities lending agreements whereby certain
securities are loaned to third parties, primarily major brokerage firms. The
Company's policy requires a minimum of 102% of the fair value of the loaned
securities as collateral, calculated on a daily basis in the form of either cash
or securities. Collateral assets received and related liability due to
counterparties of $2.1 billion and $1.5 billion, respectively, are included in
the consolidated statements of financial position at December 31, 1999 and 1998,
and approximate the statement value of securities loaned at those dates.
INVESTMENT IN MGIC
The Company owns 11.3% (11.9 million shares) of the outstanding common stock of
MGIC Investment Corporation ("MGIC"). This investment is accounted for using the
equity method. At December 31, 1999 and 1998, the fair value of the Company's
investment in MGIC exceeded the statement value of $201 million and $180
million, respectively, by $518 million and $296 million, respectively.
In August 1998, the Company delivered 8.9 million shares of MGIC to a brokerage
firm to settle a forward contract. In conjunction with the settlement, the
Company recorded a $114 million realized gain.
DERIVATIVE FINANCIAL INSTRUMENTS
In the normal course of business, the Company enters into transactions to reduce
its exposure to fluctuations in interest rates, foreign currency exchange rates
and market volatility. These hedging strategies include the use of forwards,
futures, options and swaps.
Notes to Consolidated Statutory Financial Statements
36
<PAGE> 42
The Company held the following positions for hedging purposes at December 31,
1999 and 1998:
<TABLE>
<CAPTION>
NOTIONAL AMOUNTS
---------------------------
DECEMBER 31, DECEMBER 31,
DERIVATIVE FINANCIAL INSTRUMENT 1999 1998 RISKS REDUCED
------------------------------- ------------ ------------ -------------
(IN MILLIONS)
<S> <C> <C> <C>
Foreign Currency
Forward Contracts...................... $967 $601 Currency exposure on foreign-denominated
investments
Common Stock Futures..................... 620 657 Stock market price fluctuation.
Bond Futures............................. 50 379 Bond market price fluctuation.
Options to acquire Interest Rate Swaps... 419 419 Interest rates payable on certain annuity
and insurance contracts.
Foreign Currency and
Interest Rate Swaps.................... 203 94 Interest rates on variable rate notes and
currency exposure on foreign-denominated
bonds.
Default Swaps............................ 52 -- Default exposure on certain bond
investments.
</TABLE>
The notional or contractual amounts of derivative financial instruments are used
to denominate these types of transactions and do not represent the amounts
exchanged between the parties.
In addition to the use of derivatives for hedging purposes, equity swaps were
held for investment purposes during 1999 and 1998. The notional amount of equity
swaps outstanding at December 31, 1999 and 1998 was $136 million and $138
million, respectively.
Foreign currency forwards, foreign currency swaps, stock futures and equity
swaps are reported at fair value. Resulting gains and losses on these contracts
are unrealized until expiration of the contract. There is no statement value
reported for interest rate swaps, bond futures and options to acquire interest
rate swaps prior to the settlement of the contract, at which time realized gains
and losses are deferred to IMR. Changes in the value of derivative instruments
are expected to offset gains and losses on the hedged investments. During 1999
and 1998, net realized and unrealized gains on investments were partially offset
by net realized losses of $55 million and $104 million, respectively, and net
unrealized gains (losses) of $17 million and $(58) million, respectively, on
derivative instruments. The effect of derivative instruments in 1997 was not
material to the Company's results of operations.
NOTE 3 -- RESERVES FOR POLICY BENEFITS
Life insurance reserves on substantially all policies issued since 1978 are
based on the Commissioner's Reserve Valuation Method with interest rates ranging
from 3 1/2% to 5 1/2%. Other life policy reserves are primarily based on the net
level premium method employing various mortality tables at interest rates
ranging from 2% to 4 1/2%.
Deferred annuity reserves on contracts issued since 1985 are valued primarily
using the Commissioner's Annuity Reserve Valuation Method with interest rates
ranging from 3 1/2% to 6 1/4%. Other deferred annuity reserves are based on
contract value. Immediate annuity reserves are based on present values of
expected benefit payments at interest rates ranging from 3 1/2% to 7 1/2%.
Active life reserves for disability income ("DI") policies issued since 1987 are
primarily based on the two-year preliminary term method using a 4% interest rate
and the 1985 Commissioner's Individual Disability Table A ("CIDA") for
morbidity. Active life reserves for prior DI policies are based on the net level
premium method, a 3% to 4% interest rate and the 1964 Commissioner's Disability
Table for morbidity. Disabled life reserves for DI policies are based on the
present values of expected benefit payments primarily using the 1985 CIDA
(modified for Company experience in the first four years of disability) with
interest rates ranging from 3% to 5 1/2%.
Use of these actuarial tables and methods involves estimation of future
mortality and morbidity. Actual future experience could differ from these
estimates.
NOTE 4 -- EMPLOYEE AND AGENT BENEFIT PLANS
The Company sponsors noncontributory defined benefit retirement plans for all
eligible employees and agents. The expense associated with these plans is
generally recorded by the Company in the period contributions are funded. As of
Notes to Consolidated Statutory Financial Statements
37
<PAGE> 43
January 1, 1999, the most recent actuarial valuation date available, the
qualified defined benefit plans were fully funded. The Company recorded a
liability of $109 million and $98 million for nonqualified defined benefit plans
at December 31, 1999 and 1998, respectively. In addition, the Company has a
contributory 401(k) plan for eligible employees and a noncontributory defined
contribution plan for all full-time agents. The Company's contributions are
expensed in the period contributions are made to the plans. The Company recorded
$31 million, $29 million and $27 million of total expense related to its defined
benefit and defined contribution plans for the years ended December 31, 1999,
1998 and 1997, respectively. The defined benefit and defined contribution plans'
assets of $2.2 billion and $1.9 billion at December 31, 1999 and 1998,
respectively, were primarily invested in the separate accounts of the Company.
In addition to pension and retirement benefits, the Company provides certain
health care and life insurance benefits ("postretirement benefits") for retired
employees. Substantially all employees may become eligible for these benefits if
they reach retirement age while working for the Company. Postretirement benefit
costs for the years ended December 31, 1999, 1998 and 1997 were a net expense
(benefit) of $5.0 million, $1.8 million and ($1.3) million, respectively.
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------------ ------------------
<S> <C> <C>
Unfunded postretirement
benefit obligation
for retirees and
other fully eligible
employees (Accrued in
statement of
financial
position)............ $40 million $35 million
Estimated
postretirement
benefit obligation
for active non-vested
employees (Not
accrued until
employee vests)...... $68 million $56 million
Discount rate.......... 7% 7%
Health care cost trend 10% to an ultimate 10% to an ultimate
rate................. 5%, declining 1% 5%, declining 1%
for 5 years for 5 years
</TABLE>
If the health care cost trend rate assumptions were increased by 1%, the accrued
postretirement benefit obligation as of December 31, 1999 and 1998 would have
been increased by $6 million and $5 million, respectively.
At December 31, 1999 and 1998, the recorded postretirement benefit obligation
was reduced by $28 million and $23 million, respectively, for health care
benefit plan assets. These assets were primarily invested in the separate
accounts of the Company.
NOTE 5 -- REINSURANCE
In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
to reinsurers under excess coverage and coinsurance contracts. The Company
retains a maximum of $25 million of coverage per individual life and $35 million
maximum of coverage per joint life. The Company has an excess reinsurance
contract for disability income policies with retention limits varying based upon
coverage type.
The amounts shown in the accompanying consolidated financial statements are net
of reinsurance. Reserves for policy benefits at December 31, 1999 and 1998 were
reported net of ceded reserves of $584 million and $518 million, respectively.
The effect of reinsurance on premiums and benefits for the years ended December
31, 1999, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Direct premiums and
deposits................... $8,785 $8,426 $7,647
Premiums ceded............... (441) (405) (353)
------ ------ ------
Net premium and deposits..... $8,344 $8,021 $7,294
====== ====== ======
Benefits to policyowners and
beneficiaries.............. 9,205 $8,869 $8,057
Benefits ceded............... (197) (182) (136)
------ ------ ------
Net benefits to policyowners
and beneficiaries.......... $9,008 $8,687 $7,921
====== ====== ======
</TABLE>
In addition, the Company received $133 million, $121 million and $115 million
for the years ended December 31, 1999, 1998 and 1997, respectively, from
reinsurers representing allowances for reimbursement of commissions and other
expenses. These amounts are included in other income in the consolidated
statement of operations.
Reinsurance contracts do not relieve the Company from its obligations to
policyowners. Failure of reinsurers to honor their obligations could result in
losses to the Company; consequently, allowances are established for amounts
deemed uncollectible. The Company evaluates the financial condition
Notes to Consolidated Statutory Financial Statements
38
<PAGE> 44
of its reinsurers and monitors concentrations of credit risk arising from
similar geographic regions, activities or economic characteristics of the
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies.
NOTE 6 -- INCOME TAXES
Provisions for income taxes are based on current income tax payable without
recognition of deferred taxes. The Company files a consolidated life-nonlife
federal income tax return. Federal income tax returns for years through 1995 are
closed as to further assessment of tax. Adequate provision has been made in the
financial statements for any additional taxes, which may become due with respect
to the open years.
The Company's taxable income can vary significantly from gain from operations
before taxes due to differences between book and tax valuation of assets and
liabilities (e.g., investments and policy benefit reserves). The Company pays a
tax that is assessed only on the surplus of mutual life insurance companies
("equity tax"), and also, the Company must capitalize and amortize, as opposed
to immediately deducting, an amount deemed to represent the cost of acquiring
new business ("DAC tax").
The Company's effective tax rate on gains from operations before taxes for the
years ended December 31, 1999, 1998 and 1997 was 29%, 48%, and 56% respectively.
In 1999, the effective rate was less than the federal corporate rate of 35% due
primarily to differences between book and tax investment income. In 1998 and
1997, the effective rate was greater than 35% due primarily to the equity tax
and DAC tax.
NOTE 7 -- RELATED PARTY TRANSACTIONS
The Company acquired Frank Russell Company ("Frank Russell") effective January
1, 1999 for a purchase price of approximately $950 million. Frank Russell is a
leading investment management and consulting firm, providing investment advice,
analytical tools and investment vehicles to institutional and individual
investors in more than 30 countries. This investment is accounted for using the
equity method and is included in common stocks in the consolidated statement of
financial position. In 1999, the Company charged-off directly from surplus
approximately $842 million, representing the total goodwill associated with the
acquisition. The Company has received permission from the OCI for this
charge-off. The Company has unconditionally guaranteed certain debt obligations
of Frank Russell, including $350 million of senior notes and up to $150 million
of other credit facilities.
During 1999, the Company transferred appreciated equity investments to a
wholly-owned subsidiary as a capital contribution to the subsidiary. A realized
capital gain of $287 million was recorded on this transaction based on the fair
value of the assets upon transfer.
NOTE 8 -- CONTINGENCIES
The Company has guaranteed certain obligations of its other affiliates. These
guarantees totaled approximately $101 million at December 31, 1999 and are
generally supported by the underlying net asset values of the affiliates.
In addition, the Company routinely makes commitments to fund mortgage loans or
other investments in the normal course of business. These commitments aggregated
to $1.9 billion at December 31, 1999 and were extended at market interest rates
and terms.
The Company is engaged in various legal actions in the normal course of its
investment and insurance operations. In the opinion of management, any losses
resulting from such actions would not have a material effect on the Company's
financial position.
Notes to Consolidated Statutory Financial Statements
39
<PAGE> 45
[PRICEWATERHOUSECOOPERS LLP - LETTERHEAD]
R EPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Policyowners of
The Northwestern Mutual Life Insurance Company
We have audited the accompanying consolidated statement of financial position of
The Northwestern Mutual Life Insurance Company and its subsidiary as of December
31, 1999 and 1998, and the related consolidated statements of operations, of
changes in surplus and of cash flows for each of the three years in the period
ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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.
As described in Note 1 to the financial statements, the Company prepared these
consolidated financial statements using accounting practices prescribed or
permitted by the Office of the Commissioner of Insurance of the State of
Wisconsin (statutory basis of accounting), which practices differ from
accounting principles generally accepted in the United States. Accordingly, the
consolidated financial statements are not intended to represent a presentation
in accordance with generally accepted accounting principles. The effects on the
consolidated financial statements of the variances between the statutory basis
of accounting and generally accepted accounting principles, although not
reasonably determinable, are presumed to be material.
In our opinion, the consolidated financial statements audited by us (1) do not
present fairly in conformity with generally accepted accounting principles, the
financial position of The Northwestern Mutual Life Insurance Company and its
subsidiary as of December 31, 1999 and 1998, or the results of their operations
or their cash flows for each of the three years in the period ended December 31,
1999 because of the effects of the variances between the statutory basis of
accounting and generally accepted accounting principles referred to in the
preceding paragraph and (2) do present fairly, in all material respects, the
financial position of The Northwestern Mutual Life Insurance Company and its
subsidiary as of December 31, 1999 and 1998 and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1999, on the basis of accounting described in Note 1.
/s/ PriceWaterhousecoopers LLP
January 24, 2000
Accountants' Report 40
<PAGE> 46
APPENDIX
ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES AND ACCUMULATED PREMIUMS. The
tables on the following pages illustrate how the death benefit and cash value
for a Policy would vary over time based on hypothetical investment results. The
tables assume gross investment return rates of 0%, 6% and 12% on assets of the
Account. The Policies illustrated are on a sex-neutral basis, age 45, $500,000
Specified Amount and death benefit Option A with a $10,000 annual planned
premium. These illustrations, on pages 42 - 45, are for a Policy issued to a
guaranteed issue, non-Tobacco risk using 1) the guideline premium/cash value
corridor test, and 2) the cash value accumulation test for the definition of
life insurance, based on both current charges and on maximum charges.
The death benefits and cash values would be different from those shown if the
gross investment return rate averaged 0%, 6% or 12%, but fluctuated over and
under the average rate at various points in time. The values would also be
different, depending on the Account divisions selected by the owner of the
Policy, if the Portfolio or Funds return rate averaged 0%, 6% or 12%, but the
rates for each individual Portfolio or Fund varied over and under the average.
The amounts shown as the death benefits and cash values reflect the deductions
from premiums and deductions from Policy Value. The amounts shown as the cash
values reflect the fact that the Company will refund a portion of the sales load
for a policy surrendered during the first three years. The amounts shown also
reflect the average of the investment advisory fees and other expenses
applicable to each of the Portfolios and Funds at the annual rate of .66% of
their net assets. See "The Funds", p. 4. Thus the 0%, 6% and 12% gross
hypothetical return rates on the Fund's assets are equivalent to the net rates
of -.66%, 5.34% and 11.34% on the assets of the Account.
The second column of each table shows the amount which would accumulate if an
amount equal to the annual premium were invested to earn interest, after taxes,
at a 5% interest rate compounded annually.
The death benefits and corresponding cash values shown on pages 42 and 44
illustrate benefits which would be paid if investment returns of 0%, 6% and 12%
are realized, if mortality and expense experience in the future is as currently
experienced. HOWEVER, CURRENT MONTHLY COST OF INSURANCE AND EXPENSE CHARGES MAY
CHANGE SUBJECT TO THE STATED MAXIMUM CHARGES.
A comparable illustration based on a proposed insured's age, sex and risk
classification and proposed face amount or premium is available upon request.
41
<PAGE> 47
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- GUARANTEED ISSUE NON-TOBACCO
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
CURRENT CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED
END OF AT 5% INTEREST 0% 6% 12% 0% 6% 12%
POLICY YEAR PER YEAR ------- --------- --------- ------- --------- ---------
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 8,650 9,107 9,565
2 21,525 500,000 500,000 500,000 16,536 17,949 19,417
3 33,101 500,000 500,000 500,000 23,812 26,697 29,812
4 45,256 500,000 500,000 500,000 30,428 35,317 40,805
5 58,019 500,000 500,000 500,000 37,850 45,288 53,974
6 71,420 500,000 500,000 500,000 45,075 55,625 68,446
7 85,491 500,000 500,000 500,000 52,485 66,750 84,791
8 100,266 500,000 500,000 500,000 59,705 78,307 102,797
9 115,779 500,000 500,000 500,000 66,689 90,271 122,605
10 132,068 500,000 500,000 500,000 73,496 102,722 144,471
15 226,575 500,000 500,000 500,000 106,079 175,967 299,370
20 (age 65) 347,193 500,000 500,000 686,313 132,415 267,160 562,551
25 501,135 500,000 500,000 1,162,093 150,098 383,527 1,001,804
30 697,608 500,000 574,705 1,855,317 152,295 537,107 1,733,941
35 948,363 500,000 770,513 3,108,671 124,530 733,822 2,960,639
40 1,268,398 500,000 1,025,331 5,225,510 29,011 976,505 4,976,676
45 1,676,852 0 1,330,468 8,637,029 0 1,267,113 8,225,741
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
42
<PAGE> 48
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- GUARANTEED ISSUE NON-TOBACCO
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
GUARANTEED CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED 0% 6% 12% 0% 6% 12%
END OF AT 5% INTEREST ------- ------- -------- ------- ------- ---------
POLICY YEAR PER YEAR
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 7,235 7,646 8,059
2 21,525 500,000 500,000 500,000 13,556 14,787 16,070
3 33,101 500,000 500,000 500,000 19,182 21,648 24,320
4 45,256 500,000 500,000 500,000 24,123 28,247 32,896
5 58,019 500,000 500,000 500,000 29,734 35,945 43,234
6 71,420 500,000 500,000 500,000 35,070 43,805 54,483
7 85,491 500,000 500,000 500,000 40,461 52,188 67,121
8 100,266 500,000 500,000 500,000 45,536 60,731 80,897
9 115,779 500,000 500,000 500,000 50,305 69,452 95,954
10 132,068 500,000 500,000 500,000 54,669 78,269 112,358
15 226,575 500,000 500,000 500,000 70,430 124,252 221,623
20 (age 65) 347,193 500,000 500,000 500,000 73,324 172,853 403,530
25 501,135 500,000 500,000 818,835 54,587 221,356 705,893
30 697,608 0 500,000 1,274,359 0 267,336 1,190,990
35 948,363 0 500,000 2,077,499 0 303,894 1,978,571
40 1,268,398 0 500,000 3,378,145 0 322,617 3,217,281
45 1,676,852 0 500,000 5,377,664 0 282,033 5,121,585
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
43
<PAGE> 49
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- GUARANTEED ISSUE NON-TOBACCO
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
CASH VALUE ACCUMULATION TEST
CURRENT CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED 0% 6% 12% 0% 6% 12%
END OF AT 5% INTEREST ------- ------- -------- ------- ------- ---------
POLICY YEAR PER YEAR
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 8,650 9,107 9,565
2 21,525 500,000 500,000 500,000 16,536 17,949 19,417
3 33,101 500,000 500,000 500,000 23,812 26,697 29,812
4 45,256 500,000 500,000 500,000 30,428 35,317 40,805
5 58,019 500,000 500,000 500,000 37,850 45,288 53,974
6 71,420 500,000 500,000 500,000 45,075 55,625 68,446
7 85,491 500,000 500,000 500,000 52,485 66,750 84,791
8 100,266 500,000 500,000 500,000 59,705 78,307 102,797
9 115,779 500,000 500,000 500,000 66,689 90,271 122,605
10 132,068 500,000 500,000 500,000 73,496 102,722 144,471
15 226,575 500,000 500,000 596,989 106,079 175,967 298,924
20 (age 65) 347,193 500,000 500,000 970,030 132,415 267,160 551,055
25 501,135 500,000 598,451 1,502,610 150,098 380,699 955,870
30 697,608 500,000 731,964 2,266,834 152,295 514,753 1,594,151
35 948,363 500,000 874,576 3,376,804 124,530 667,887 2,578,764
40 1,268,398 500,000 1,023,301 4,967,770 29,011 836,600 4,061,401
45 1,676,852 0 1,176,221 7,227,052 0 1,013,903 6,229,718
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
44
<PAGE> 50
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- GUARANTEED ISSUE NON-TOBACCO
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
CASH VALUE ACCUMULATION TEST
GUARANTEED CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED 0% 6% 12% 0% 6% 12%
END OF AT 5% INTEREST ------- ------- -------- ------- ------- ---------
POLICY YEAR PER YEAR
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 7,235 7,646 8,059
2 21,525 500,000 500,000 500,000 13,556 14,787 16,070
3 33,101 500,000 500,000 500,000 19,182 21,648 24,320
4 45,256 500,000 500,000 500,000 24,123 28,247 32,896
5 58,019 500,000 500,000 500,000 29,734 35,945 43,234
6 71,420 500,000 500,000 500,000 35,070 43,805 54,483
7 85,491 500,000 500,000 500,000 40,461 52,188 67,121
8 100,266 500,000 500,000 500,000 45,536 60,731 80,897
9 115,779 500,000 500,000 500,000 50,305 69,452 95,954
10 132,068 500,000 500,000 500,000 54,669 78,269 112,358
15 226,575 500,000 500,000 500,000 70,430 124,252 221,623
20 (age 65) 347,193 500,000 500,000 696,306 73,324 172,853 395,557
25 501,135 500,000 500,000 1,024,623 54,587 221,356 651,804
30 697,608 0 500,000 1,452,646 0 267,336 1,021,573
35 948,363 0 500,000 2,016,044 0 303,894 1,539,592
40 1,268,398 0 500,000 2,761,970 0 322,617 2,258,049
45 1,676,852 0 500,000 3,755,006 0 282,033 3,236,815
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
45
<PAGE> 51
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- SELECT UNDERWRITING RISK
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
CURRENT CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED 0% 6% 12% 0% 6% 12%
END OF AT 5% INTEREST ------- ------- -------- ------- ------- ---------
POLICY YEAR PER YEAR
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 9,001 9,470 9,938
2 21,525 500,000 500,000 500,000 16,992 18,469 20,002
3 33,101 500,000 500,000 500,000 24,514 27,557 30,839
4 45,256 500,000 500,000 500,000 32,771 37,954 43,764
5 58,019 500,000 500,000 500,000 40,813 48,727 57,953
6 71,420 500,000 500,000 500,000 48,701 59,952 73,601
7 85,491 500,000 500,000 500,000 56,332 71,549 90,764
8 100,266 500,000 500,000 500,000 63,819 83,646 109,716
9 115,779 500,000 500,000 500,000 71,165 96,269 130,655
10 132,068 500,000 500,000 500,000 78,373 109,447 153,799
15 226,575 500,000 500,000 500,000 113,567 187,550 317,999
20 (age 65) 347,193 500,000 500,000 725,983 141,840 284,262 595,068
25 501,135 500,000 500,000 1,225,043 159,737 406,829 1,056,072
30 697,608 500,000 607,203 1,952,123 162,524 567,479 1,824,414
35 948,363 500,000 810,902 3,267,379 136,320 772,288 3,111,789
40 1,268,398 500,000 1,076,141 5,488,885 44,695 1,024,896 5,227,509
45 1,676,852 0 1,393,645 9,069,014 0 1,327,281 8,637,156
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
46
<PAGE> 52
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- SELECT UNDERWRITING RISK
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
GUARANTEED CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED 0% 6% 12% 0% 6% 12%
END OF AT 5% INTEREST ------- ------- -------- ------- ------- ---------
POLICY YEAR PER YEAR
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 7,235 7,646 8,059
2 21,525 500,000 500,000 500,000 13,379 14,632 15,938
3 33,101 500,000 500,000 500,000 18,978 21,513 24,257
4 45,256 500,000 500,000 500,000 25,241 29,504 34,304
5 58,019 500,000 500,000 500,000 31,217 37,665 45,219
6 71,420 500,000 500,000 500,000 36,916 46,012 57,110
7 85,491 500,000 500,000 500,000 42,291 54,507 70,040
8 100,266 500,000 500,000 500,000 47,352 63,170 84,142
9 115,779 500,000 500,000 500,000 52,107 72,020 99,564
10 132,068 500,000 500,000 500,000 56,459 80,974 116,378
15 226,575 500,000 500,000 500,000 72,185 127,807 228,593
20 347,193 500,000 500,000 507,493 75,097 177,668 415,978
25 501,135 500,000 500,000 841,911 56,470 228,214 725,785
30 697,608 0 500,000 1,308,408 0 277,899 1,222,812
35 948,363 0 500,000 2,131,270 0 322,455 2,029,781
40 1,268,398 0 500,000 3,463,907 0 362,079 3,298,959
45 1,676,852 0 500,000 5,512,562 0 394,699 5,250,059
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
47
<PAGE> 53
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- SELECT UNDERWRITING RISK
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
CASH VALUE ACCUMULATION TEST
CURRENT CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED 0% 6% 12% 0% 6% 12%
END OF AT 5% INTEREST ------- ------- -------- ------- ------- ---------
POLICY YEAR PER YEAR
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 9,001 9,470 9,938
2 21,525 500,000 500,000 500,000 16,992 18,469 20,002
3 33,101 500,000 500,000 500,000 24,514 27,557 30,839
4 45,256 500,000 500,000 500,000 32,771 37,954 43,764
5 58,019 500,000 500,000 500,000 40,813 48,727 57,953
6 71,420 500,000 500,000 500,000 48,701 59,952 73,601
7 85,491 500,000 500,000 500,000 56,332 71,549 90,764
8 100,266 500,000 500,000 500,000 63,819 83,646 109,716
9 115,779 500,000 500,000 500,000 71,165 96,269 130,655
10 132,068 500,000 500,000 500,000 78,373 109,447 153,799
15 226,575 500,000 500,000 633,861 113,567 187,550 317,387
20 (age 65) 347,193 500,000 500,390 1,027,731 141,840 284,262 583,833
25 501,135 500,000 631,884 1,586,392 159,737 401,966 1,009,168
30 697,608 500,000 768,709 2,388,304 162,524 540,594 1,679,575
35 948,363 500,000 915,082 3,553,438 136,320 698,820 2,713,654
40 1,268,398 500,000 1,067,798 5,223,735 44,695 872,978 4,270,664
45 1,676,852 0 1,224,822 7,595,840 0 1,055,796 6,547,614
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
48
<PAGE> 54
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
SEX-NEUTRAL ISSUE AGE 45 -- SELECT UNDERWRITING RISK
$500,000 SPECIFIED AMOUNT
DEATH BENEFIT OPTION A
$10,000 ANNUAL PREMIUM
CASH VALUE ACCUMULATION TEST
GUARANTEED CHARGES
<TABLE>
<CAPTION>
DEATH BENEFIT CASH VALUE
--------------------------- ---------------------------
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
PREMIUM
ACCUMULATED 0% 6% 12% 0% 6% 12%
END OF AT 5% INTEREST ------- ------- -------- ------- ------- ---------
POLICY YEAR PER YEAR
- - ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 500,000 500,000 500,000 7,235 7,646 8,059
2 21,525 500,000 500,000 500,000 13,379 14,632 15,938
3 33,101 500,000 500,000 500,000 18,978 21,513 24,257
4 45,256 500,000 500,000 500,000 25,241 29,504 34,304
5 58,019 500,000 500,000 500,000 31,217 37,665 45,219
6 71,420 500,000 500,000 500,000 36,916 46,012 57,110
7 85,491 500,000 500,000 500,000 42,291 54,507 70,040
8 100,266 500,000 500,000 500,000 47,352 63,170 84,142
9 115,779 500,000 500,000 500,000 52,107 72,020 99,564
10 132,068 500,000 500,000 500,000 56,459 80,974 116,378
15 226,575 500,000 500,000 500,000 72,185 127,807 228,593
20 347,193 500,000 500,000 715,520 75,097 177,668 406,472
25 501,135 500,000 500,000 1,050,331 56,470 228,214 668,157
30 697,608 0 500,000 1,487,001 0 277,899 1,045,734
35 948,363 0 500,000 2,061,929 0 322,455 1,574,634
40 1,268,398 0 500,000 2,823,235 0 362,079 2,308,136
45 1,676,852 0 500,000 3,836,833 0 394,699 3,307,350
</TABLE>
ASSUMES NO POLICY LOAN OR WITHDRAWAL HAS BEEN MADE.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER
TO THE DIVISIONS OF THE VARIABLE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF
THE VARIABLE ACCOUNT.
THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL INVESTMENT RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A
PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF PREMIUMS WERE PAID IN DIFFERENT
AMOUNTS OR FREQUENCIES THAN SHOWN. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
A PERIOD OF TIME.
THE CASH VALUES SHOWN IN THIS ILLUSTRATION FOR POLICY YEARS 1, 2, AND 3 ARE NOT
CORRECT FOR POLICIES SOLD IN NEW JERSEY. SEE "CASH VALUE", p. 8. A CORRECTED
ILLUSTRATION IS AVAILABLE UPON REQUEST.
49
<PAGE> 55
More information about Northwestern Mutual Series Fund, Inc. is included in the
Fund's Statement of Additional Information (SAI), incorporated by reference in
this prospectus, which is available free of charge.
More information about the Fund's investments is included in the Fund's annual
and semi-annual reports, which discuss the market conditions and investment
strategies that significantly affected each Portfolio's performance during the
previous fiscal period.
To request a free copy of the Fund's SAI, or current annual or semi-annual
report, call us at 1-888-455-2232. Information about the Fund (including the
SAI) can be reviewed and copied at the Public Reference Room of the Securities
and Exchange Commission (SEC) in Washington, DC. Information on the operation of
the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
Reports and other information about the Fund are available on the SEC's Internet
site at http://www.sec.gov. Copies of this information may be obtained, upon
payment of a duplicating fee, by writing the Public Reference Section of the
SEC, Washington, DC 20549-6009.
N O R T H W E S T E R N M U T U A L
NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
NORTHWESTERN MUTUAL SERIES FUND, INC.
RUSSELL INSURANCE FUNDS
P r o s p e c t u s e s
Investment Company Act File Nos. 811-3990 and 811-5371
Northwestern Mutual(TM)
PO Box 3095
Milwaukee WI 53201-3095
Change Service Requested
73021
<PAGE> 56
p PART II
CONTENTS OF REGISTRATION STATEMENT
This amendment to the registration statement comprises the following
papers and documents:
The facing sheet
The cross-reference sheet
The prospectus consisting of 52 pages
The undertaking with respect to fees and charges
The signatures
Written consents of the following persons:
PricewaterhouseCoopers LLP (filed herewith as Exhibit C(1))
William C. Koenig, F.S.A. (included in his opinion filed
herewith as Exhibit C(6))
The following exhibits:
Exhibit C(1) Consent of PricewaterhouseCoopers LLP
Exhibit C(6) Opinion and consent of William C. Koenig,
F.S.A.
UNDERTAKING
The Northwestern Mutual Life Insurance Company hereby represents that
the fees and charges deducted under the contracts registered by this
registration statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
II-1
<PAGE> 57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Northwestern Mutual Variable Life Account, certifies that it meets
all of the requirements for effectiveness of this Amended Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amended Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, and State of
Wisconsin, on the 25th day of April, 2000.
<TABLE>
<S> <C>
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(Registrant)
By THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)
Attest: JOHN M. BREMER By: JAMES D. ERICSON
John M. Bremer James D. Ericson, Chairman and
Senior Executive Vice President Chief Executive Officer
and Secretary
By NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC
(Depositor)
Attest: MERRILL C. LUNDBERG By: MERIDEE J. MAYNARD
----------------------------------- --------------------------------------
Merrill C. Lundberg, Secretary Meridee J. Maynard,
President and CEO
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the
depositors have duly caused this Amended Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, and their seals to
be hereunto affixed, all in the City of Milwaukee, and State of Wisconsin, on
the 25th day of April, 2000.
<TABLE>
<S> <C>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY (Depositor)
Attest: JOHN M. BREMER By: JAMES D. ERICSON
John M. Bremer James D. Ericson, Chairman and
Senior Executive Vice President Chief Executive Officer
and Secretary
NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC (Depositor)
Attest: MERRILL C. LUNDBERG By: MERIDEE J. MAYNARD
------------------------------------- ---------------------------------------
Merrill C. Lundberg, Secretary Meridee J. Maynard,
President and CEO
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Amended Registration Statement has been signed by the following persons in the
capacities with the depositor and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title
- - --------- -----
<S> <C> <C>
JAMES D. ERICSON Trustee, Chairman and Dated
- - ------------------------------- Principal Executive and April 25,
James D. Ericson Financial Officer 2000
</TABLE>
II-2
<PAGE> 58
EDWARD J. ZORE President and Trustee
- - ------------------------------------
Edward J. Zore
GARY E. LONG Vice President, Controller
- - ------------------------------------ and Principal Accounting
Gary E. Long Officer
HAROLD B. SMITH* Trustee
- - ------------------------------------
Harold B. Smith
J. THOMAS LEWIS* Trustee
- - ------------------------------------
J. Thomas Lewis
PATRICIA ALBJERG GRAHAM* Trustee
- - ------------------------------------
Patricia Albjerg Graham
R. QUINTUS ANDERSON* Trustee
- - ------------------------------------
R. Quintus Anderson
STEPHEN F. KELLER* Trustee Dated April
- - ------------------------------------ 25, 2000
Stephen F. Keller
PIERRE S. du PONT* Trustee
- - ------------------------------------
Pierre S. du Pont
J. E. GALLEGOS* Trustee
- - ------------------------------------
J. E. Gallegos
KATHRYN D. WRISTON* Trustee
- - ------------------------------------
Kathryn D. Wriston
BARRY L. WILLIAMS* Trustee
- - ------------------------------------
Barry L. Williams
GORDON T. BEAHAM III* Trustee
- - ------------------------------------
Gordon T. Beaham III
DANIEL F. McKEITHAN, JR.* Trustee
- - ------------------------------------
Daniel F. McKeithan, Jr.
II-3
<PAGE> 59
EDWARD E. BARR* Trustee
- - ------------------------------------
Edward E. Barr
ROBERT C. BUCHANAN* Trustee
- - ------------------------------------
Robert C. Buchanan
SHERWOOD H. SMITH, JR.* Trustee
- - ------------------------------------
Sherwood H. Smith, Jr.
H. MASON SIZEMORE, JR.* Trustee
- - ------------------------------------
H. Mason Sizemore, Jr.
JOHN J. STOLLENWERK* Trustee
- - ------------------------------------
John J. Stollenwerk
GEORGE A. DICKERMAN* Trustee
- - ------------------------------------
George A. Dickerman
GUY A. OSBORN* Trustee Dated April
- - ------------------------------------ 25, 2000
Guy A. Osborn
JOHN E. STEURI* Trustee
- - ------------------------------------
John E. Steuri
STEPHEN N. GRAFF* Trustee
- - ------------------------------------
Stephen N. Graff
BARBARA A. KING* Trustee
- - ------------------------------------
Barbara A. King
TIMOTHY D. PROCTOR* Trustee
- - ------------------------------------
Timothy D. Proctor
PETER M. SOMMERHAUSER* Trustee
- - ------------------------------------
Peter M. Sommerhauser
*By: JAMES D. ERICSON
-------------------------------------
James D. Ericson, Attorney in fact,
pursuant to the Power of Attorney
previously filed on September 8, 1999
II-4
<PAGE> 60
CONSENT OF ACTUARY
The Consent of William C. Koenig, F.S.A., is contained in his opinion
filed as Exhibit C(6).
CONSENT OF INDEPENDENT ACCOUNTANTS
The Consent of PricewaterhouseCoopers LLP is filed as Exhibit C(1).
II-5
<PAGE> 61
EXHIBIT INDEX
EXHIBITS FILED WITH FORM S-6
POST-EFFECTIVE AMENDMENT NO. 4 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE
Exhibit Number Exhibit Name
Exhibit C(1) Consent of PricewaterhouseCoopers LLP
Exhibit C(6) Opinion and consent of William C. Koenig,
F.S.A.
<PAGE> 1
Exhibit C(1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of
this Post-Effective Amendment No. 4 to the Registration Statement on Form S-6
(the "Registration Statement") of our report dated January 24, 2000, relating to
the financial statements of The Northwestern Mutual Life Insurance Company, and
of our report dated January 27, 2000, relating to the financial statements of
Northwestern Mutual Variable Life Account, which appear in such Prospectus. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
April 25, 2000
<PAGE> 1
Exhibit C(6)
April 25, 2000
The Northwestern Mutual Life Insurance Company
720 East Wisconsin
Milwaukee, WI 53202
Gentlemen:
This opinion is furnished in connection with Post-Effective Amendment No. 4
to the Registration Statement on Form S-6, Registration No. 333-36865, of
Northwestern Mutual Variable Life Account. The prospectus included in
Post-Effective Amendment No. 4 ("Prospectus") describes the Flexible Premium
Variable Life Insurance Policy to be issued in connection with the Account
("Policy"). The Policy form was prepared under my direction, and I am familiar
with the Registration Statement and Exhibits thereto. In my opinion:
1. The illustrations of cash values and death benefits included on pages 42
through 49 of the Prospectus, in the Appendix thereto, based on the
assumptions stated in the illustrations, are consistent with the provisions
of the Policies and current charges and experience. The Policy has not been
designed so as to make the illustration appear more favorable for a
prospective purchaser, age 45 on the sex-neutral basis shown, than for
purchasers at other ages on a sex-neutral basis or for a male or a female.
2. With respect to the charge of 1.25% of premiums for federal income taxes
measured by premiums, described on page 8 of the Prospectus,
(a) the charge is reasonable in relation to the issuer's increased federal
tax burden under Section 848 of the Internal Revenue Code of 1986;
(b) the targeted rate of return (11%) used in calculating the charge is
reasonable; and
(c) the factors taken into account in determining such targeted rate of
return are appropriate.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the heading
"Experts" in the Prospectus.
Sincerely,
WILLIAM C. KOENIG
William C. Koenig
Senior Vice President
and Chief Actuary
