<PAGE> 1
As filed with the Securities and Exchange Commission
'33 Act File No. 33-18422
'40 Act File No. 811-5405
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Post-Effective Amendment No. 15 [x]
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 16 [x]
NATIONWIDE VARIABLE ACCOUNT-3
(Exact Name of Registrant)
NATIONWIDE LIFE INSURANCE COMPANY
(Name of Depositor)
ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43215
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (614) 249-7111
PATRICIA R. HATLER, SECRETARY, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43215
(Name and Address of Agent for Service)
This Post-Effective Amendment amends the Registration Statement in
respect of the Prospectus, the Statement of Additional Information, and the
Financial Statements.
It is proposed that this filing will become effective (check appropriate
space):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on September 20, 2000 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on (date) pursuant to paragraph (a) of Rule (485)
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
================================================================================
<PAGE> 2
NATIONWIDE VARIABLE ACCOUNT-3
REFERENCE TO ITEMS REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
N-4 ITEM CAPTION
<S> <C>
PART A INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page...................................................................................................Cover Page
Item 2. Definitions...................................................................................Glossary of Special Terms
Item 3. Synopsis or Highlights........................................................................Synopsis of the Contracts
Item 4. Condensed Financial Information.........................................................Condensed Financial Information
Item 5. General Description of Registrant, Depositor, and Portfolio
Companies ............................................Nationwide Life Insurance Company; Investing in the Contract
Item 6. Deductions and Expenses.................................................................Standard Charges and Deductions
Item 7. General Description of Variable
Annuity Contracts.........................................................Contract Ownership; Operation of the Contract
Item 8. Annuity Period.................................................................................Annuitizing the Contract
Item 9. Death Benefit and Distributions..........................................................................Death Benefits
Item 10. Purchases and Contract Value..................................................................Operation of the Contract
Item 11. Redemptions......................................................................................Surrender (Redemption)
Item 12. Taxes .....................................................................................Federal Tax Considerations
Item 13. Legal Proceedings.....................................................................................Legal Proceedings
Item 14. Table of Contents of the Statement of Additional
Information...........................................Table of Contents of the Statement of Additional Information
PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15. Cover Page...................................................................................................Cover Page
Item 16. Table of Contents.....................................................................................Table of Contents
Item 17. General Information and History.........................................................General Information and History
Item 18. Services.......................................................................................................Services
Item 19. Purchase of Securities Being Offered...............................................Purchase of Securities Being Offered
Item 20. Underwriters...............................................................................................Underwriters
Item 21. Calculation of Performance Information.......................................................Calculation of Performance
Item 22. Annuity Payments.......................................................................................Annuity Payments
Item 23. Financial Statements...............................................................................Financial Statements
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits...............................................................................Item 24
Item 25. Directors and Officers of the Depositor.........................................................................Item 25
Item 26. Persons Controlled by or Under Common Control with
the Depositor or Registrant................................................................................Item 26
Item 27. Number of Contract Owners.......................................................................................Item 27
Item 28. Indemnification.................................................................................................Item 28
Item 29. Principal Underwriter...........................................................................................Item 29
Item 30. Location of Accounts and Records................................................................................Item 30
Item 31. Management Services.............................................................................................Item 31
Item 32. Undertakings....................................................................................................Item 32
</TABLE>
<PAGE> 3
SUPPLEMENT DATED SEPTEMBER 20, 2000, TO
PROSPECTUS DATED MAY 1, 2000, FOR
DEFERRED VARIABLE ANNUITY CONTRACTS
ISSUED BY
NATIONWIDE LIFE INSURANCE COMPANY
THROUGH ITS
NATIONWIDE VARIABLE ACCOUNT - 3
THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.
1. THE "SURRENDER (REDEMPTION)" PROVISION ON PAGE 21 OF YOUR PROSPECTUS IS
AMENDED TO INCLUDE THE FOLLOWING:
Nationwide is required by state law to reserve the right to postpone
payment of assets in the fixed account for a period of up to six months
from the date of the surrender request.
2. EFFECTIVE SEPTEMBER 25, 2000: MERGER OF VAN KAMPEN LIFE INVESTMENT
TRUST - MORGAN STANLEY REAL ESTATE SECURITIES PORTFOLIO INTO THE
UNIVERSAL INSTITUTIONAL FUNDS, INC. - U.S. REAL ESTATE PORTFOLIO.
Effective September 25, pursuant to shareholder vote, all shares of Van
Kampen Life Investment Trust - Morgan Stanley Real Estate Securities
Portfolio were exchanged for shares of The Universal Institutional Funds,
Inc. - U.S. Real Estate Portfolio. Any assets invested in Van Kampen Life
Investment Trust - Morgan Stanley Real Estate Securities Portfolio at the
close of business on September 22, 2000 will be exchanged for shares of
The Universal Institutional Funds, Inc. - U.S. Real Estate Portfolio. The
value of the shares received in the exchange equals the value of the
shares held in the Van Kampen Life Investment Trust - Morgan Stanley Real
Estate Securities Portfolio as of the close of business on September 22,
2000. This exchange of shares will not otherwise affect any contract
rights. Contract owners are free to reallocate assets located in The
Universal Institutional Funds, Inc. - U.S. Real Estate Portfolio pursuant
to the terms of the contract.
Following the exchange, contract owners who had assets in the Van Kampen
Life Investment Trust - Morgan Stanley Real Estate Securities Portfolio
will have assets in The Universal Institutional Funds, Inc. - U.S. Real
Estate Portfolio and the Van Kampen Life Investment Trust - Morgan
Stanley Real Estate Securities Portfolio will be terminated in accordance
with Delaware state law.
3. EFFECTIVE SEPTEMBER 25, 2000, ALL REFERENCES IN YOUR PROSPECTUS TO VAN
KAMPEN LIFE INVESTMENT TRUST - MORGAN STANLEY REAL ESTATE SECURITIES
PORTFOLIO ARE DELETED AND PAGE 1 OF YOUR PROSPECTUS IS AMENDED TO INCLUDE
THE FOLLOWING UNDERLYING MUTUAL FUND:
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
- U.S. Real Estate Portfolio
<PAGE> 4
4. EFFECTIVE SEPTEMBER 25, 2000, THE "UNDERLYING MUTUAL FUND ANNUAL
EXPENSES" TABLE ON PAGE 7 OF YOUR PROSPECTUS IS AMENDED AS FOLLOWS:
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(as a percentage of underlying mutual fund average net assets, after expense
reimbursement)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Total Underlying
Management Other 12b-1 Mutual Fund
Fees Expenses Fees Expenses
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Universal Institutional Funds, Inc. 0.75% 0.35% 0.00% 1.10%
-- U.S. Real Estate Portfolio
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
The expenses shown above are deducted by the underlying mutual fund
before it provides Nationwide with the daily net asset value. Nationwide
then deducts applicable variable account charges from the net asset value
in calculating the unit value of the corresponding sub-account. The
management fees and other expenses are more fully described in the
prospectus for each underlying mutual fund. Information relating to the
underlying mutual funds was provided by the underlying mutual funds and
not independently verified by Nationwide.
Some underlying mutual funds are subject to fee waivers and expense
reimbursements. The following chart shows what the expenses would have
been for such funds without fee waivers and expense reimbursements.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Total Underlying
Management Other 12b-1 Mutual Fund
Fees Expenses Fees Expenses
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Universal Institutional Funds, Inc. 0.80% 0.35% 0.00% 1.15%
-- U.S. Real Estate Portfolio
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
5. EFFECTIVE SEPTEMBER 25, 2000, THE "EXAMPLE" CHART ON PAGE 9 OF YOUR
PROSPECTUS IS AMENDED AS FOLLOWS:
The following chart shows the amount of expenses (in dollars) that would
be incurred under this contract assuming a $1,000 investment, 5% annual
return, and no change in expenses. These dollar figures are illustrative
only and should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown below.
The chart reflects expenses of both the variable account and the
underlying mutual funds. A variable account charge of 1.30% and a six
percent (6%) CDSC are assumed. Deductions for premium taxes are not
reflected but may apply.
In addition, the chart reflects the Contract Maintenance Charge,
expressed as a percentage of average account value. Since the average
contract value is greater than $1,000, expense effect of the Contract
Maintenance Charge is reduced accordingly.
<PAGE> 5
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
If you surrender your contract at If you do not surrender your If you annuitize your contract
the end of the applicable time contract at the end of the at the end of the applicable
period applicable time period time period
------------------------------------------------------------------------------------------------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Universal 86 134 163 289 26 80 136 289 * 80 136 289
Institutional
Funds, Inc. --
U.S. Real Estate
Portfolio
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The contracts sold under this prospectus do not permit annuitization during the
first two contract years.
6. EFFECTIVE SEPTEMBER 25, 2000, "APPENDIX A: OBJECTIVES FOR UNDERLYING
MUTUAL FUNDS" ON PAGE 40 OF YOUR PROSPECTUS IS AMENDED TO READ:
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
U. S. REAL ESTATE PORTFOLIO
Investment Objective: Long-term capital growth by investing
principally in a diversified portfolio of securities of companies
operating in the real estate industry ("Real Estate Securities").
Current income is a secondary consideration. Real Estate
Securities include equity securities, including common stocks and
convertible securities, as well as non-convertible preferred
stocks and debt securities of real estate industry companies. A
"real estate industry company" is a company that derives at least
50% of its assets (marked to market), gross income or net profits
from the ownership, construction, management or sale of
residential, commercial or industrial real estate. Under normal
market conditions, at least 65% of the Fund's total assets will be
invested in Real Estate Securities, primarily equity securities of
real estate investment trusts. The Portfolio may invest up to 25%
of its total assets in securities issued by foreign issuers, some
or all of which may also be Real Estate Securities. Morgan Stanley
Asset Management, Inc. serves as the Fund's investment adviser.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY
Deferred Variable Annuity Contracts
Issued by Nationwide Life Insurance Company through its Nationwide Variable
Account-3
The date of this prospectus is May 1, 2000.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Variable annuities are complex investment products with unique benefits and
advantages that may be particularly useful to many investors in meeting
long-term savings and retirement needs. There are, however, costs and charges
associated with some of these unique benefits - costs and charges that do not
exist or are not present with other investment products. With help from
financial consultants or advisers, investors are encouraged to compare and
contrast the costs and benefits of the variable annuity described in this
prospectus with those of other investment products, including other variable
annuity or variable life insurance products offered by Nationwide Life Insurance
Company and its affiliates. This process will aid in determining whether the
purchase of the contract described in this prospectus is consistent with an
individual's goals, risk tolerance, time horizon, marital status, tax situation,
and other personal characteristics and needs.
THIS PROSPECTUS CONTAINS BASIC INFORMATION YOU SHOULD KNOW ABOUT THE CONTRACTS
BEFORE INVESTING. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE
REFERENCE.
--------------------------------------------------------------------------------
The following underlying mutual funds are available under the contracts:
VAN KAMPEN LIFE INVESTMENT TRUST
- Asset Allocation Portfolio (formerly, Multiple Strategy Fund)
- Domestic Income Portfolio (formerly, Domestic Strategic Income Fund)
- Emerging Growth Portfolio
- Enterprise Portfolio (formerly, Common Stock Fund)
- Global Equity Portfolio
- Government Portfolio
- Money Market Portfolio
- Morgan Stanley Real Estate Securities Portfolio (formerly, Real Estate
Securities Fund)
Purchase payments not invested in the underlying mutual fund options of the
Nationwide Variable Account-3 ("variable account") may be allocated to the fixed
account.
The Statement of Additional Information (dated May 1, 2000) which contains
additional information about the contracts and the variable account, has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated
herein by reference. The table of contents for the Statement of Additional
Information is on page 39.
For general information or to obtain FREE copies of the:
- Statement of Additional Information;
- prospectus, annual report or semi-annual report for any underlying mutual
fund; and
- required Nationwide forms,
call:
1-800-826-3167
TDD 1-800-238-3035
or write:
NATIONWIDE LIFE INSURANCE COMPANY
P.O. BOX 182030
COLUMBUS, OHIO 43218-2030
The Statement of Additional Information and other material incorporated by
reference can be found on the SEC website at:
WWW.SEC.GOV
THIS ANNUITY IS NOT:
- A BANK DEPOSIT
- ENDORSED BY A BANK OR GOVERNMENT AGENCY
- FEDERALLY INSURED
- AVAILABLE IN EVERY STATE
1
<PAGE> 7
Investors assume certain risks when investing in the contracts, including the
possibility of losing money.
These contracts are offered to customers of various financial institutions and
brokerage firms. No financial institution or brokerage firm is responsible for
the guarantees under the contracts. Guarantees under the contracts are the sole
responsibility of Nationwide.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
2
<PAGE> 8
GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT- An accounting unit of measure used to calculate the contract
value allocated to the variable account before the annuitization date.
ANNUITIZATION DATE- The date on which annuity payments begin.
ANNUITY COMMENCEMENT DATE- The date on which annuity payments are scheduled to
begin. This date may be changed by the contract owner with Nationwide's consent.
ANNUITY UNIT- An accounting unit of measure used to calculate the variable
annuity payments.
CONTRACT VALUE- The total value of all accumulation units in a contract plus any
amount held in the fixed account.
CONTRACT YEAR- Each year the contract is in force beginning with the date the
contract is issued.
ERISA- The Employee Retirement Income Security Act of 1974, as amended.
FIXED ACCOUNT- An investment option that is funded by the general account of
Nationwide.
GENERAL ACCOUNT- All assets of Nationwide other than those of the variable
account or in other separate accounts that have been or may be established by
Nationwide.
INDIVIDUAL RETIREMENT ACCOUNT- An account that qualifies for favorable tax
treatment under Section 408(a) of the Internal Revenue Code, but does not
include Roth IRAs.
INDIVIDUAL RETIREMENT ANNUITY- An annuity contract that qualifies for favorable
tax treatment under Section 408(b) of the Internal Revenue Code, but does not
include Roth IRAs.
NATIONWIDE- Nationwide Life Insurance Company.
NON-QUALIFIED CONTRACT- A contract which does not qualify for favorable tax
treatment as a Qualified Plan, Individual Retirement Annuity, SEP IRA, or Tax
Sheltered Annuity.
QUALIFIED PLANS- Retirement plans which receive favorable tax treatment under
Section 401 or 403(a) of the Internal Revenue Code.
SEP IRA- An annuity contract which qualifies for favorable tax treatment under
Section 408(k) of the Internal Revenue Code.
SUB-ACCOUNTS- Divisions of the variable account for which accumulation units and
annuity units are separately maintained - each sub-account corresponds to a
single underlying mutual fund.
TAX SHELTERED ANNUITY- An annuity that qualifies for favorable tax treatment
under Section 403(b) of the Internal Revenue Code.
VALUATION PERIOD- Each day the New York Stock Exchange is open for business.
VARIABLE ACCOUNT- Nationwide Variable Account-3, a separate account of
Nationwide that contains variable account allocations. The variable account is
divided into sub-accounts, each of which invests in shares of a separate
underlying mutual fund.
3
<PAGE> 9
TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS..................................3
SUMMARY OF CONTRACT EXPENSES...............................6
UNDERLYING MUTUAL FUND ANNUAL EXPENSES.....................7
EXAMPLE...................................................10
SYNOPSIS OF THE CONTRACTS.................................10
FINANCIAL STATEMENTS......................................10
CONDENSED FINANCIAL INFORMATION...........................10
NATIONWIDE LIFE INSURANCE COMPANY.........................11
GENERAL DISTRIBUTOR.......................................11
TYPES OF CONTRACTS........................................11
Non-Qualified Contracts
Individual Retirement Annuities (IRAs)
Simplified Employee Pension IRAs (SEP IRAs)
Tax Sheltered Annuities
Qualified Plans
INVESTING IN THE CONTRACT.................................12
The Variable Account and Underlying Mutual Funds
The Fixed Account
CHARGES AND DEDUCTIONS....................................15
Contract Maintenance Charge
Mortality and Expense Risk Charge
Administration Charge
Contingent Deferred Sales Charge
Premium Taxes
CONTRACT OWNERSHIP........................................17
Joint Ownership
Contingent Ownership
Annuitant
Beneficiary and Contingent Beneficiary
OPERATION OF THE CONTRACT.................................18
Minimum Initial and Subsequent Purchase Payments
Pricing
Allocation of Purchase Payments
Determining the Contract Value
Transfers Prior to Annuitization
` Transfers After Annuitization
Transfers Requests
RIGHT TO REVOKE...........................................21
SURRENDER (REDEMPTION)....................................21
Partial Surrenders (Partial Redemptions)
Full Surrenders (Full Redemptions)
Surrenders Under a Texas Optional Retirement Program
Surrenders Under a Qualified Plan or Tax Sheltered Annuity
LOAN PRIVILEGE............................................23
Minimum & Maximum Loan Amounts
Loan Processing Fee
How Loan Requests are Processed
Interest
Loan Repayment
Distributions & Annuity Payments
Transferring the Contract
Grace Period & Loan Default
ASSIGNMENT................................................24
CONTRACT OWNER SERVICES...................................25
Asset Rebalancing
Dollar Cost Averaging
Systematic Withdrawals
ANNUITY COMMENCEMENT DATE.................................26
ANNUITIZING THE CONTRACT..................................26
Annuitization Date
Annuitization
Fixed Payment Annuity
Variable Payment Annuity
Frequency and Amount of Annuity Payments
Annuity Payment Options
DEATH BENEFITS............................................28
Death of Contract Owner - Non-Qualified Contracts
Death of Annuitant - Non-Qualified Contracts
Death of Contract Owner/Annuitant
Death Benefit Payment
REQUIRED DISTRIBUTIONS....................................29
Required Distributions for Non-Qualified Contracts
4
<PAGE> 10
Required Distributions for Qualified Plans or Tax Sheltered Annuities
Required Distributions for IRAs and SEP IRAs
FEDERAL TAX CONSIDERATIONS................................31
Federal Income Taxes
Withholding
Non-Resident Aliens
Federal Estate, Gift, and Generation Skipping Transfer Taxes
Charge for Tax
Diversification
Tax Changes
STATEMENTS AND REPORTS....................................35
LEGAL PROCEEDINGS.........................................36
ADVERTISING...............................................37
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION..39
APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS........40
APPENDIX B: CONDENSED FINANCIAL INFORMATION...............42
5
<PAGE> 11
SUMMARY OF CONTRACT EXPENSES
The expenses listed below are charged to all contracts unless the contract owner
meets an available exception under the contract.
CONTRACT OWNER TRANSACTION EXPENSES
Maximum Contingent Deferred Sales
Charge ("CDSC") (as a percentage of
the lesser of purchase payments or
amounts surrendered).....................................6%(1)
<TABLE>
<CAPTION>
Range of CDSC over time:
------------------------------------------------------------------
Number of Completed Years from Date CDSC
of Purchase Payment Percentage
------------------------------------------------------------------
<S> <C>
0 6%
------------------------------------------------------------------
1 6%
------------------------------------------------------------------
2 6%
------------------------------------------------------------------
3 3%
------------------------------------------------------------------
4 3%
------------------------------------------------------------------
5 3%
------------------------------------------------------------------
6 0%
------------------------------------------------------------------
</TABLE>
(1)During the first contract year, the contract owner may withdraw without a
CDSC any amount withdrawn to meet minimum distribution requirements under the
Internal Revenue Code. Starting with the second year after a purchase payment
has been made, the contract owner may withdraw without a CDSC the greater of:
a) 10% of all purchase payments; or
b) any amount withdrawn to meet minimum distribution requirements under the
Internal Revenue Code.
This free withdrawal privilege is non-cumulative. Free amounts not taken during
any given contract year cannot be taken as free amounts in a subsequent contract
year (see "Contingent Deferred Sales Charge").
Withdrawals may be restricted for contracts issued to fund a qualified contract
or contracts issued as Tax Sheltered Annuities due to Internal Revenue Code
restrictions.
MAXIMUM ANNUAL CONTRACT
MAINTENANCE CHARGE......................................$35(2)
VARIABLE ACCOUNT CHARGES(3)
(as a percentage of daily net assets of the variable account)
Mortality and Expense Risk Charge......................1.25%
Administration Charge..................................0.05%
Total Variable Account Charges.....................1.30%
(2)The Contract Maintenance Charge is deducted on each contract anniversary and
on the date of surrender upon full surrender of the contract.
(3)These charges apply only to sub-account allocations. They do not apply to
allocations made to the fixed account. They are charged on a daily basis at
the annual rate noted above.
LOAN PROCESSING FEE
Nationwide may assess a loan processing fee at the time each new loan is
processed. Loans are only available for contracts issued as Qualified Contracts
and Tax Sheltered Annuities. Loans are not available in all states. In addition,
some states may not permit Nationwide to assess a loan processing fee (see "Loan
Privilege").
6
<PAGE> 12
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF UNDERLYING MUTUAL FUND NET ASSETS, AFTER EXPENSE
REIMBURSEMENT)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Management Other 12b-1 Total Underlying
Fees Expenses Fees Mutual Fund Expenses
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Van Kampen Life Investment Trust - Asset Allocation 0.33% 0.27% 0.00% 0.60%
Portfolio (formerly, Multiple Strategy Fund)
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Domestic Income 0.01% 0.60% 0.00% 0.61%
Portfolio (formerly, Domestic Strategic Income Fund)*
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Emerging Growth 0.67% 0.18% 0.00% 0.85%
Portfolio
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Enterprise 0.48% 0.12% 0.00% 0.60%
Portfolio (formerly, Common Stock Fund)
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Global Equity 0.00% 1.20% 0.00% 1.20%
Portfolio
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Government 0.36% 0.24% 0.00% 0.60%
Portfolio
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Money Market 0.19% 0.43% 0.00% 0.62%
Portfolio**
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Morgan Stanley 0.97% 0.13% 0.00% 1.10%
Real Estate Securities Portfolio (formerly, Real Estate
Securities Fund)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The ratio of expenses to average net assets does not reflect credits earned on
the overnight cash balances. If these credits were reflected as a reduction of
expenses, the ratios would decrease by 0.01% for the year ended December 31,
1999.
**The ratio of expenses to average net assets does not reflect credits earned on
the overnight cash balances. If these credits were reflected as a reduction of
expenses, the ratios would decrease by 0.02% for the year ended December 31,
1999.
The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value in calculating the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide.
7
<PAGE> 13
Some underlying mutual funds are subject to fee waivers and expense
reimbursements. The following chart shows what the expenses would have been for
such funds without fee waivers and expense reimbursements.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Management Other 12b-1 Total Underlying
Fees Expenses Fees Mutual Fund Expenses
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Van Kampen Life Investment Trust - Asset Allocation 0.50% 0.27% 0.00% 0.77%
Portfolio (formerly, Multiple Strategy Fund)
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Domestic Income 0.50% 0.60% 0.00% 1.10%
Portfolio (formerly, Domestic Strategic Income Fund)
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Emerging Growth 0.70% 0.18% 0.00% 0.88%
Portfolio
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Enterprise 0.50% 0.12% 0.00% 0.62%
Portfolio (formerly, Common Stock Fund)
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Global Equity 1.00% 3.84% 0.00% 4.84%
Portfolio
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Government 0.50% 0.24% 0.00% 0.74%
Portfolio
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Money Market 0.50% 0.43% 0.00% 0.93%
Portfolio**
----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Morgan Stanley 1.00% 0.13% 0.00% 1.13%
Real Estate Securities Portfolio (formerly, Real Estate
Securities Fund)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 14
EXAMPLE
The following chart shows the expenses (in dollars) that would be incurred under
this contract assuming a $1,000 investment, 5% annual return, and no change in
expenses. These dollar figures are illustrative only and should not be
considered a representation of past or future expenses. Actual expenses may be
greater or less than those shown below.
The chart reflects expenses of both the variable account and the underlying
mutual funds.
A variable account charge of 1.30% and a six percent (6%) CDSC are assumed.
Deductions for premium taxes are not reflected but may apply.
In addition, the chart reflects the Contract Maintenance Charge, expressed as a
percentage of average account value. Since the average contract value is greater
than $1,000, the expense effect of the Contract Maintenance Charge is reduced
accordingly.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
If you surrender your contract If you do not surrender your If you annuitize your contract
at the end of the applicable contract at the end of the at the end of the applicable
time period applicable time period time period
------------------------------------------------------------------------------------------------------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Van Kampen Life Investment 81 118 137 236 21 64 110 236 * 64 110 236
Trust - Asset Allocation
Portfolio (formerly, Multiple
Strategy Fund)
------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 81 118 137 237 21 64 110 237 * 64 110 237
Trust - Domestic Income
Portfolio (formerly, Domestic
Strategic Income Fund)
------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 83 126 150 263 23 72 123 263 * 72 123 263
Trust - Emerging Growth
Portfolio
------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 81 118 137 236 21 64 110 236 64 110 236
Trust - Enterprise Portfolio
(formerly, Common Stock Fund)
------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 87 137 168 300 27 83 141 300 * 83 141 300
Trust - Global Equity
Portfolio
------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 81 118 137 236 21 64 110 236 * 64 110 236
Trust - Government Portfolio
------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 81 119 138 239 21 65 111 239 * 65 111 239
Trust - Money Market
Portfolio
------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 86 134 163 289 26 80 136 289 * 80 136 289
Trust - Morgan Stanley Real
Estate Securities Portfolio
(formerly, Real Estate
Securities Fund)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The contracts sold under this prospectus do not permit annuitization during the
first two contract years.
9
<PAGE> 15
SYNOPSIS OF THE CONTRACTS
The contracts described in this prospectus are flexible purchase payment
contracts.
The contracts can be categorized as:
- Non-Qualified;
- Individual Retirement Annuities;
- SEP IRAs;
- Tax Sheltered Annuities; or
- Qualified.
For more detailed information with regard to the differences in contract types,
please see "Types of Contracts" later in this prospectus.
MINIMUM INITIAL AND SUBSEQUENT PURCHASE PAYMENTS
<TABLE>
<CAPTION>
----------------------------------------------------------------
MINIMUM INITIAL MINIMUM
CONTRACT PURCHASE SUBSEQUENT
TYPE PAYMENT PAYMENTS
----------------------------------------------------------------
<S> <C> <C>
Non-Qualified $1,500 $10
----------------------------------------------------------------
IRA $0 $10
----------------------------------------------------------------
SEP IRA $0 $10
----------------------------------------------------------------
Tax Sheltered Annuity $0 $10
----------------------------------------------------------------
Qualified $0 $10
----------------------------------------------------------------
</TABLE>
Nationwide may lower the $10 subsequent purchase payment minimum for certain
employer sponsored programs.
CHARGES AND EXPENSES
Nationwide deducts a Mortality and Expense Risk Charge equal to an annual rate
of 1.25% of the daily net assets of the variable account. Nationwide assesses
this charge in return for bearing certain mortality and administrative risks
(see "Mortality and Expense Risk Charge").
Nationwide deducts an Administration Charge equal to an annual rate of 0.05% of
the daily net assets of the variable account. Nationwide assesses this charge to
reimburse it for administrative expenses related to contract issuance and
maintenance (see "Administration Charge").
A $35 Contract Maintenance Charge is deducted on each contract anniversary and
on the date of surrender upon full surrender of the contract (see "Contract
Maintenance Charge").
Nationwide does not deduct a sales charge from purchase payments upon deposit
into the contract. However, Nationwide may deduct a CDSC if any amount is
withdrawn from the contract. This CDSC reimburses Nationwide for sales expenses.
The amount of the CDSC will not exceed 6% of purchase payments surrendered.
ANNUITY PAYMENTS
Annuity payments begin on the annuitization date. The payments will be based on
the annuity payment option chosen at the time of application (see "Annuity
Payment Options").
TAXATION
How the contracts are taxed depends on the type of contract issued and the
purpose for which the contract is purchased. Nationwide will charge against the
contract any premium taxes levied by any governmental authority (see "Federal
Tax Considerations" and "Premium Taxes").
TEN DAY FREE LOOK
Contract owners may return the contract for any reason within ten days of
receipt and Nationwide will refund the contract value or other amounts required
by law (see "Right to Revoke").
FINANCIAL STATEMENTS
Financial statements for the variable account and Nationwide are located in the
Statement of Additional Information. A current Statement of Additional
Information may be obtained without charge by contacting Nationwide's home
office at the telephone number listed on page 1 of this prospectus.
CONDENSED FINANCIAL INFORMATION
The value of an accumulation unit is determined on the basis of changes in the
per share value of the underlying mutual funds and the assessment of a variable
account charge which may vary from contract to contract (for more information on
the
10
<PAGE> 16
calculation of accumulation unit values, see "Determining Variable Account Value
- Valuing an Accumulation Unit"). Please refer to Appendix B for information
regarding each class of accumulation units.
NATIONWIDE LIFE INSURANCE COMPANY
Nationwide is a stock life insurance company organized under Ohio law in March,
1929 with its home office at One Nationwide Plaza, Columbus, Ohio 43215.
Nationwide is a provider of life insurance, annuities and retirement products.
It is admitted to do business in all states, the District of Columbia and Puerto
Rico.
GENERAL DISTRIBUTOR
The contracts are distributed by the general distributor, Van Kampen Funds Inc.,
located at 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, IL 60181-5555.
TYPES OF CONTRACTS
The following is a general description of the types of annuity contracts, and is
intended to provide only general information of the various types of contracts;
it is not intended to be comprehensive. The eligibility requirements, tax
benefits, limitations, and other features of these contracts differ one from the
other.
NON-QUALIFIED CONTRACTS
A Non-Qualified Contract is a contract that does not qualify for certain tax
benefits under the Internal Revenue Code, and which is not an IRA, a SEP IRA, or
a Tax Sheltered Annuity.
Upon the death of the owner of a Non-Qualified Contract, mandatory distribution
requirements are imposed to ensure distribution of the entire balance in the
contract within the statutory period.
Non-Qualified Contracts that are owned by natural persons can defer the
incidence of taxation on the income earned in the contract until it is
distributed or deemed to be distributed.
INDIVIDUAL RETIREMENT ANNUITIES (IRAS)
Individual Retirement Annuities are contracts that are issued by insurance
companies and satisfy the following requirements:
- the contract is not transferable by the owner;
- the premiums are not fixed;
- the annual premium cannot exceed $2,000 (although rollovers of greater
amounts from qualified plans, Tax Sheltered Annuities and other IRAs can
be received);
- certain minimum distribution requirements must be satisfied after the
owner attains the age of 70 1/2;
- the entire interest of the owner in the contract is nonforfeitable; and
- after the death of the owner, additional distribution requirements may be
imposed to ensure distribution of the entire balance in the contract
within the statutory period of time.
Depending on the circumstance of the owner, all or a portion of the
contributions made to the account may be deducted for federal income tax
purposes.
Failure to make the mandatory distributions can result in an additional penalty
tax of 50% of the excess of the amount required to be distributed over the
amount that was actually distributed.
IRAs may receive rollover contributions from other IRAs, from Tax Sheltered
Annuities, and from qualified retirement plans, including 401(k) plans.
For further details regarding IRAs, please refer to the disclosure statement
that should have been received when the IRA was established.
SIMPLIFIED EMPLOYEE PENSION IRAS (SEP IRAS)
A SEP IRA is a written plan established by an employer for the benefit of
employees, which
11
<PAGE> 17
permits the employer to make contributions to an IRA established for the benefit
of each employee.
An employee may make deductible contributions to a SEP IRA in the same way, and
with the same restrictions and limitations, as for an IRA. In addition, the
employer may make contributions to the SEP IRA, subject to dollar and percentage
limitations imposed by both the Internal Revenue Code and the written plan.
A SEP IRA plan must satisfy the following requirements:
- minimum participation rules;
- top-heavy contribution rules;
- nondiscriminatory allocation rules; and
- requirements regarding a written allocation formula.
In addition, the plan cannot restrict withdrawals of non-elective contributions,
and must restrict withdrawals of elective contributions before March 15th of the
following year.
TAX SHELTERED ANNUITIES
Certain tax-exempt organizations (described in section 501(c)(3) of the Internal
Revenue Code) and public school systems may establish a plan under which annuity
contracts can be purchased for their employees. These annuity contracts are
often referred to as Tax Sheltered Annuities.
Purchase payments made to Tax Sheltered Annuities are excludible from the income
of the employee, up to statutory maximum amounts. These amounts should be set
forth in the plan adopted by the employer.
The owner's interest in the contract is nonforfeitable (except for failure to
pay premiums) and cannot be transferred. Certain minimum distribution
requirements must be satisfied after the owner attains the age of 70 1/2, and
after the death of the owner, additional distribution requirements may be
imposed to ensure distribution of the entire balance in the contract within the
statutory period of time.
QUALIFIED PLANS
Contracts that are owned by Qualified Plans are not intended to confer tax
benefits on the beneficiaries of the plan; they are used as investment vehicles
for the plan. The income tax consequences to the beneficiary of a Qualified Plan
are controlled by the operation of the plan, not by operation of the assets in
which the plan invests.
Beneficiaries of Qualified Plans should contact their employer and/or trustee of
the plan to obtain and review the plan, trust, summary plan description and
other documents for the tax and other consequences of being a participant in a
qualified plan.
INVESTING IN THE CONTRACT
THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS
Nationwide Variable Account-3 is a variable account that invests in the
underlying mutual funds listed in Appendix A. Nationwide established the
variable account on October 7, 1987, pursuant to Ohio law. Although the variable
account is registered with the SEC as a unit investment trust pursuant to the
Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise the
management of Nationwide or the variable account.
Income, gains, and losses credited to, or charged against, the variable account
reflect the variable account's own investment experience and not the investment
experience of Nationwide's other assets. The variable account's assets are held
separately from Nationwide's assets and are not chargeable with liabilities
incurred in any other business of Nationwide. Nationwide is obligated to pay all
amounts promised to contract owners under the contracts.
The variable account is divided into sub-accounts, each corrpesponding to a
single underlying mutual fund. Nationwide uses the assets of each sub-account to
buy shares of the underlying mutual funds based on contract owner instructions.
There are two sub-accounts
12
<PAGE> 18
for each underlying mutual fund. One sub-account contains shares attributable to
accumulation units under Non-Qualified Contracts. The other contains shares
attributable to accumulation units under IRAs, SEP IRAs, Tax Sheltered
Annuities, and Qualfied Contracts.
Each underlying mutual fund's prospectus contains more detailed information
about that fund. Prospectuses for the underlying mutual funds should be read in
conjunction with this prospectus.
Underlying mutual funds in the variable account are NOT publicly traded mutual
funds. They are only available as investment options in variable life insurance
policies or variable annuity contracts issued by life insurance companies, or in
some cases, through participation in certain qualified pension or retirement
plans.
The investment advisers of the underlying mutual funds may manage publicly
traded mutual funds with similar names and investment objectives. However, the
underlying mutual funds are NOT directly related to any publicly traded mutual
fund. Contract owners should not compare the performance of a publicly traded
fund with the performance of underlying mutual funds participating in the
variable account. The performance of the underlying mutual funds could differ
substantially from that of any publicly traded funds.
Voting Rights
Contract owners who have allocated assets to the underlying mutual funds are
entitled to certain voting rights. Nationwide will vote contract owner shares at
special shareholder meetings based on contract owner instructions. However, if
the law changes and Nationwide is allowed to vote in its own right, it may elect
to do so.
Contract owners with voting interests in an underlying mutual fund will be
notified of issues requiring the shareholders' vote as soon as possible before
the shareholder meeting. Notification will contain proxy materials and a form
with which to give Nationwide voting instructions. Nationwide will vote shares
for which no instructions are received in the same proportion as those that are
received.
The number of shares which a contract owner may vote is determined by dividing
the cash value of the amount they have allocated to an underlying mutual fund by
the net asset value of that underlying mutual fund. Nationwide will designate a
date for this determination not more than 90 days before the shareholder
meeting.
Material Conflicts
The underlying mutual funds may be offered through separate accounts of other
insurance companies, as well as through other separate accounts of Nationwide.
Nationwide does not anticipate any disadvantages to this. However, it is
possible that a conflict may arise between the interests of the variable account
and one or more of the other separate accounts in which these underlying mutual
funds participate.
Material conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts, or differences
in the voting instructions of the contract owners and those of other companies.
If a material conflict occurs, Nationwide will take whatever steps are necessary
to protect contract owners and variable annuity payees, including withdrawal of
the variable account from participation in the underlying mutual fund(s)
involved in the conflict.
Substitution of Securities
Nationwide may substitute, eliminate, or combine shares of another underlying
mutual fund for shares already purchased or to be purchased in the future if
either of the following occurs:
1) shares of a current underlying mutual fund are no longer available for
investment; or
2) further investment in an underlying mutual fund is inappropriate.
13
<PAGE> 19
No substitution, elimination, or combination of shares may take place without
the prior approval of the SEC.
THE FIXED ACCOUNT
The fixed account is an investment option that is funded by assets of
Nationwide's general account. The general account contains all of Nationwide's
assets other than those in other Nationwide separate accounts. It is used to
support Nationwide's annuity and insurance obligations and may contain
compensation for mortality and expense risks. The general account is not subject
to the same laws as the variable account and the SEC has not reviewed material
in this prospectus relating to the fixed account. However, information relating
to the fixed account is subject to federal securities laws relating to accuracy
and completeness of prospectus disclosure.
Purchase payments will be allocated to the fixed account by election of the
contract owner.
The investment income earned by the fixed account will be allocated to the
contracts at varying guaranteed interest rates(s) depending on the following
categories of fixed account allocations:
- New Money Rate - The rate credited on the fixed account allocation when
the contract is purchased or when subsequent purchase payments are made.
Subsequent purchase payments may receive different New Money Rates than
the rate when the contract was issued, since the New Money Rate is
subject to change based on market conditions.
- Variable Account to Fixed Rate - Allocations transferred from any of the
underlying mutual funds in the variable account to the fixed account may
receive a different rate. The rate may be lower than the New Money Rate.
There may be limits on the amount and frequency of movements from the
variable account to the fixed account.
- Renewal Rate - The rate available for maturing fixed account allocations
that are entering a new guarantee period. The contract owner will be
notified of this rate in a letter issued with the quarterly statements
when any of the money in the contract owner's fixed account matures. At
that time, the contract owner will have an opportunity to leave the money
in the fixed account and receive the Renewal Rate or the contract owner
can move the money to any of the underlying mutual fund options.
- Dollar Cost Averaging - From time to time, Nationwide may offer a more
favorable rate for an initial purchase payment into a new contract when
used in conjunction with a Dollar Cost Averaging program.
All of these rates are subject to change on a daily basis; however, once applied
to the fixed account, the interest rates are guaranteed until the end of the
calendar quarter during which the 12 month anniversary of the fixed account
allocation occurs.
Credited interest rates are annualized rates - the effective yield of interest
over a one-year period. Interest is credited to each contract on a daily basis.
As a result, the credited interest rate is compounded daily to achieve the
stated effective yield.
The guaranteed rate for any purchase payment will be effective for not less than
twelve months. Nationwide guarantees that the rate will not be less than 3.0%
per year.
Any interest in excess of 3.0% will be credited to fixed account allocations at
Nationwide's sole discretion. The contract owner assumes the risk that interest
credited to fixed account allocations may not exceed the minimum guarantee of
3.0% for any given year.
Nationwide guarantees that the fixed account contract value will not be less
than the amount of the purchase payments allocated to the fixed account, plus
interest credited as described above, less any surrenders and applicable charges
including CDSC.
14
<PAGE> 20
CHARGES AND DEDUCTIONS
CONTRACT MAINTENANCE CHARGE
On each contract anniversary (and upon a full surrender of the contract),
Nationwide deducts a maximum Contract Maintenance Charge of $35. This charge
reimburses Nationwide for administrative expenses involved in issuing and
maintaining the contract.
The Contract Maintenance Charge will be assessed as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------
Contract Contract
Maintenance Charge Type
-----------------------------------------------------------------
<S> <C>
$35 - Non-Qualified Contracts
- IRAs
- Tax Sheltered Annuities
sold before May 1, 1992
- Qualified Contracts
sold before May 1, 1992(1)
-----------------------------------------------------------------
$12 - Tax Sheltered Annuities
sold on or after May 1, 1992(2)
-----------------------------------------------------------------
$35 to $0 - Qualified Contracts
sold on or after May 1, 1992(3)
- SEP IRAs sold on or
after May 1, 1992(3)
-----------------------------------------------------------------
</TABLE>
(1)If an Internal Revenue Code Section 401 plan funded by the contracts was
established before May 1, 1992, all contracts subsequently issued under that
plan will have an annual Contract Maintenance Charge of $35.
(2)The Contract Maintenance Charge for these plans may be lowered to reflect
administrative savings.
(3)Nationwide uses internal underwriting guidelines to determine the Contract
Maintenance Charge for these contract types. These guidelines include: the size
of the group, the average participant account balance to be transferred, if any,
and administrative savings. Contract Maintenance Charges for these contracts
will vary in $5.00 increments between $0 and $35.
The deduction of the Contract Maintenance Charge will be taken proportionately
from each sub-account and the fixed account based on the value in each option as
compared to the total contract value.
Nationwide will not increase the Contract Maintenance Charge. Nationwide will
not reduce or eliminate the Contract Maintenance Charge where it would be
discriminatory or unlawful.
MORTALITY AND EXPENSE RISK CHARGE
Nationwide deducts a Mortality and Expense Risk Charge from the variable
account. This amount is computed on a daily basis, and is equal to an annual
rate of 1.25% of the daily net assets of the variable account.
The Mortality Risk Charge compensates Nationwide for guaranteeing the annuity
purchase rates of the contracts. This guarantee ensures that the annuity
purchase rates will not change regardless of the death rates of annuity payees
or the general population. The Mortality Risk Charge also compensates Nationwide
for risks assumed in connection with the death benefit.
The Expense Risk Charge compensates Nationwide for guaranteeing that charges
will not increase regardless of actual expenses.
If the Mortality and Expense Risk Charge is insufficient to cover actual
expenses, the loss is borne by Nationwide.
ADMINISTRATION CHARGE
Nationwide deducts an Administration Charge from the variable account. This
amount is computed on a daily basis, and is equal to an annual rate of 0.05% of
the daily net assets of the variable account.
The Administration Charge compensates Nationwide for administrative expenses
related to contract issuance and maintenance.
If this charge is insufficient to cover actual expenses, the loss is borne by
Nationwide.
CONTINGENT DEFERRED SALES CHARGE
No sales charge deduction is made from the purchase payments when amounts are
deposited into the contracts. However, if any part of the contract is
surrendered, Nationwide will deduct a CDSC. The CDSC will not exceed 6% of
purchase payments surrendered.
15
<PAGE> 21
The CDSC is calculated by multiplying the applicable CDSC percentage (noted
below) by the amount of purchase payments surrendered.
For purposes of calculating the CDSC, surrenders are considered to come first
from the oldest purchase payment made to the contract, then the next oldest
purchase payment, and so forth. Earnings are not subject to the CDSC, but may
not be distributed prior to the distribution of all purchase payments. (For tax
purposes, a surrender is usually treated as a withdrawal of earnings first.)
The CDSC applies as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------
Number of Years from Date of CDSC
Purchase Payment Percentage
-----------------------------------------------------------------
<S> <C>
0 6%
-----------------------------------------------------------------
1 6%
-----------------------------------------------------------------
2 6%
-----------------------------------------------------------------
3 3%
-----------------------------------------------------------------
4 3%
-----------------------------------------------------------------
5 3%
-----------------------------------------------------------------
6 0%
-----------------------------------------------------------------
</TABLE>
The CDSC is used to cover sales expenses, including commissions (maximum of 6%
of purchase payments), production of sales material, and other promotional
expenses. If expenses are greater than the CDSC, the shortfall will be made up
from Nationwide's general account, which may indirectly include portions of the
Contract Maintenance Charge and other variable account charges, since Nationwide
may generate a profit from these charges.
All or a portion of any withdrawal may be subject to federal income tax.
Contract owners taking withdrawals before age 59 1/2 may be subject to a 10% tax
penalty.
Waiver of Contingent Deferred Sales Charge
During the first contract year, the contract owner may withdraw without a CDSC
any amount withdrawn to meet minimum distribution requirements under the
Internal Revenue Code. Starting with the second year after a purchase payment
has been made, the contract owner may withdraw without a CDSC the greater of:
(a) 10% of all purchase payments; or
(b) any amount withdrawn to meet minimum distribution requirements under the
Internal Revenue Code.
This CDSC-free privilege is non-cumulative. Free amounts not taken during any
given contract year cannot be taken as free amounts in a subsequent contract
year.
In addition, no CDSC will be deducted:
(1) upon the annuitization of contracts which have been in force for at least
two years;
(2) upon payment of a death benefit; or
(3) from any values which have been held under a contract for at least 6
years.
For the following contract types: Tax Sheltered Annuities purchased on or after
May 1, 1992; Qualified Contracts that fund Internal Revenue Code Section 401
plans sold on or after May 1, 1992; and SEP IRAs sold after May 1, 1992,
Nationwide will waive the CDSC when:
(a) the participant experiences a hardship (as provided in Internal Revenue
Code Section 403(b) and as defined for purposes of Section 401(k));
(b) the participant becomes disabled (within the meaning of Internal Revenue
Code Section 72(m)(7));
(c) the participant attains age 59 1/2 and has participated in the contract
for at least 5 years, as determined from the contract anniversary;
(d) the participant has participated in the contract for at least 15 years as
determined from the contract anniversary;
(e) the participant dies; or
(f) the contract is annuitized after 2 years from the inception of the
contract.
No CDSC applies to transfers among sub-accounts or between or among the fixed
account and the variable account. Nationwide may waive the CDSC if a contract
described in this prospectus is exchanged for another Nationwide contract (or a
contract of any of its affiliated
16
<PAGE> 22
insurance companies). A CDSC may apply to the contract received in the exchange.
The CDSC will not be eliminated if to do so would be unfairly discriminatory or
prohibited by state law.
PREMIUM TAXES
Nationwide will charge against the contract value any premium taxes levied by a
state or other government entity. Premium tax rates currently range from 0% to
5.0%. This range is subject to change. The method used to assess premium tax
will be determined by Nationwide at its sole discretion in compliance with state
law.
If applicable, Nationwide will deduct premium taxes from the contract either at:
(1) the time the contract is surrendered;
(2) annuitization; or
(3) such earlier date as Nationwide becomes subject to premium taxes.
Premium taxes may be deducted from death benefit proceeds.
CONTRACT OWNERSHIP
The contract owner has all rights under the contract. Purchasers who name
someone other than themselves as the contract owner will have no rights under
the contract.
Contract owners of Non-Qualified Contracts may name a new contract owner at any
time before the annuitization date. Any change of contract owner automatically
revokes any prior contract owner designation. Changes in contract ownership may
result in federal income taxation and may be subject to state and federal gift
taxes.
A change in contract ownership must be submitted in writing and recorded at
Nationwide's home office. Once recorded, the change will be effective as of the
date signed. However, the change will not affect any payments made or actions
taken by Nationwide before it was recorded.
The contract owner may also request a change in the annuitant, contingent
annuitant, contingent owner, beneficiary, or contingent beneficiary before the
annuitization date. These changes must be:
- on a Nationwide form;
- signed by the contract owner; and
- received at Nationwide's home office before the annuitization
date.
Nationwide must review and approve any change requests. If the contract owner is
not a natural person and there is a change of the annuitant, distributions will
be made as if the contract owner died at the time of the change.
On the annuitization date, the annuitant will become the contract owner.
JOINT OWNERSHIP
Joint owners each own an undivided interest in the contract.
Contract owners can name a joint owner at any time before annuitization subject
to the following conditions:
- joint owners can only be named for Non-Qualified Contracts;
- joint owners must be spouses at the time joint ownership is
requested, unless state law requires Nationwide to allow non-spousal
joint owners;
- the exercise of any ownership right in the contract will generally
require a written request signed by both joint owners;
- Nationwide will not be liable for any loss, liability, cost, or
expense for acting in accordance with the instructions of either
joint owner; and
- an election in writing signed by both contract owners must be made
to authorize Nationwide to allow the exercise of ownership rights
independently by either joint owner.
CONTINGENT OWNERSHIP
The contingent owner is entitled to certain benefits under the contract, if a
contract owner who is NOT the annuitant dies before the
17
<PAGE> 23
annuitization date, and there is no surviving joint owner.
The contract owner may name or change a contingent owner at any time before the
annuitization date. To change the contingent owner, a written request must be
submitted to Nationwide. Once Nationwide has recorded the change, it will be
effective as of the date it was signed, whether or not the contract owner was
living at the time it was recorded. The change will not affect any action taken
by Nationwide before the change was recorded.
ANNUITANT
The annuitant is the person who will receive annuity payments and upon whose
continuation of life any annuity payment involving life contingencies depends.
This person must be age 78 or younger at the time of contract issuance, unless
Nationwide approves a request for an annuitant of greater age. The annuitant may
be changed before the annuitization date with Nationwide's consent.
BENEFICIARY AND CONTINGENT BENEFICIARY
The beneficiary is the person who is entitled to the death benefit if the
annuitant dies before the annuitization date and there is no joint owner. The
contract owner can name more than one beneficiary. Multiple beneficiaries will
share the death benefit equally, unless otherwise specified.
The contract owner may change the beneficiary or contingent beneficiary during
the annuitant's lifetime by submitting a written request to Nationwide. Once
recorded, the change will be effective as of the date it was signed, whether or
not the annuitant was living at the time it was recorded. The change will not
affect any action taken by Nationwide before the change was recorded.
OPERATION OF THE CONTRACT
MINIMUM INITIAL AND SUBSEQUENT PURCHASE PAYMENTS
<TABLE>
<CAPTION>
----------------------------------------------------------------
CONTRACT MINIMUM INITIAL MINIMUM SUBSEQUENT
TYPE PURCHASE PAYMENT PAYMENTS
<S> <C> <C>
----------------------------------------------------------------
Non-Qualified $1,500 $10
----------------------------------------------------------------
IRA $0 $10
----------------------------------------------------------------
SEP IRA $0 $10
----------------------------------------------------------------
Tax Sheltered Annuity $0 $10
----------------------------------------------------------------
Qualified $0 $10
----------------------------------------------------------------
</TABLE>
Nationwide may lower the $10 subsequent purchase payment minimum for certain
employer sponsored programs.
PRICING
Initial purchase payments allocated to sub-accounts will be priced at the
accumulation unit value determined no later than 2 business days after receipt
of an order to purchase if the application and all necessary information are
complete. If the application is not complete, Nationwide may retain a purchase
payment for up to 5 business days while attempting to complete it. If the
application is not completed within 5 business days, the prospective purchaser
will be informed of the reason for the delay. The purchase payment will be
returned unless the prospective purchaser specifically allows Nationwide to hold
the purchase payment until the application is completed.
Subsequent purchase payments will be priced based on the next available
accumulation unit value after the payment is received. The cumulative total of
all purchase payments under contracts on the life of any one annuitant cannot
exceed $1,000,000 without Nationwide's prior consent.
18
<PAGE> 24
Purchase payments will not be priced when the New York Stock Exchange is closed
or on the following nationally recognized holidays:
<TABLE>
<S> <C>
- New Year's Day - Independence Day
- Martin Luther King, Jr. Day - Labor Day
- Presidents' Day - Thanksgiving
- Good Friday - Christmas
- Memorial Day
</TABLE>
Nationwide also will not price purchase payments if:
(1) trading on the New York Stock Exchange is restricted;
(2) an emergency exists making disposal or valuation of securities held in the
variable account impracticable; or
(3) the SEC, by order, permits a suspension or postponement for the protection
of security holders.
Rules and regulations of the SEC will govern as to when the conditions described
in (2) and (3) exist. If Nationwide is closed on days when the New York Stock
Exchange is open, contract value may be affected since the contract owner will
not have access to their account.
ALLOCATION OF PURCHASE PAYMENTS
Nationwide allocates purchase payments to sub-accounts and/or the fixed account
as instructed by the contract owner. Shares of the underlying mutual funds
allocated to the sub-accounts are purchased at net asset value, then converted
into accumulation units. Contract owners can change allocations or make
exchanges among the sub-accounts and the fixed account. However, no change may
be made that would result in an amount less than 1% of the purchase payments
allocated to the sub-account. Certain transactions may be subject to conditions
imposed by the underlying mutual funds, as well as those set forth in the
contract.
DETERMINING THE CONTRACT VALUE
The contract value is the sum of:
(1) the value of amounts allocated to the sub-accounts of the variable
account; and
(2) amounts allocated to the fixed account.
If part or all of the contract value is surrendered, or charges are assessed
against the contract value, Nationwide will deduct a proportionate amount from
each sub-account and the fixed account based on current cash values.
Determining Variable Account Value - Valuing an Accumulation Unit
Purchase payments or transfers allocated to sub-accounts are accounted for in
accumulation units. Accumulation unit values (for each sub-account) are
determined by calculating the net investment factor for the underlying mutual
funds for the current valuation period and multiplying that result with the
accumulation unit values determined on the previous valuation period.
Nationwide uses the net investment factor as a way to calculate the investment
performance of a sub-account from valuation period to valuation period. For each
sub-account, the net investment factor shows the investment performance of the
underlying mutual fund in which a particular sub-account invests, including the
charges assessed against that sub-account for a valuation period.
The net investment factor for any particular sub-account is determined by
dividing (a) by (b), and then subtracting (c) from the result, where:
(a) is:
(1) the net asset value of the underlying mutual fund as of the end of the
current valuation period; and
(2) the per share amount of any dividend or income distributions made by the
underlying mutual fund (if the ex-dividend date occurs during the
current valuation period);
(b) is the net asset value of the underlying mutual fund determined as of the
end of the preceding valuation period; and
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(c) is a factor representing the daily variable account charges. The factor is
equal to an annual rate of 1.30% of the daily net assets of the variable
account.
Based on the net investment factor, the value of an accumulation unit may
increase or decrease. Changes in the net investment factor may not be directly
proportional to changes in the net asset value of the underlying mutual fund
shares because of the deduction of variable account charges.
Though the number of accumulation units will not change as a result of
investment experience, the value of an accumulation unit may increase or
decrease from valuation period to valuation period.
Determining Fixed Account Value
Nationwide determines the value of the fixed account by:
1) adding all amounts allocated to the fixed account, minus amounts
previously transferred or withdrawn; and
2) adding any interest earned on the amounts allocated.
TRANSFERS PRIOR TO ANNUITIZATION
Transfers from the Fixed Account to the Variable Account
Fixed account allocations may be transferred to the variable account only upon
reaching the end of an interest rate guarantee period. Normally, Nationwide will
permit 100% of such fixed account allocations to be transferred to the variable
account; however Nationwide may, under certain economic conditions and at its
discretion, limit the maximum transferable amount. Under no circumstances will
the maximum transferable amount be less than 10% of the fixed account allocation
reaching the end of an interest rate guarantee period. Transfers of the fixed
account allocations must be made within 45 days after reaching the end of an
interest rate guarantee period.
Contract owners who use Dollar Cost Averaging may transfer from the fixed
account to the variable account under the terms of that program (see "Dollar
Cost Averaging").
Transfers to the Fixed Account
Variable account allocations may be transferred to the fixed account at any
time. Normally, Nationwide will not restrict transfers from the variable account
to the fixed account; however, Nationwide may establish a maximum transfer limit
from the variable account to the fixed account. Except as noted below, under no
circumstances will the transfer limit be less than 10% of the current value of
the variable account, less any transfers made in the 12 months preceding the
date the transfer is requested, but not including transfers made prior to the
imposition of the transfer limit. However, where permitted by state law,
Nationwide reserves the right to refuse transfers or purchase payments to the
fixed account when the fixed account value is greater than or equal to 30% of
the contract value at the time the purchase payment is made or the transfer is
requested.
Transfers Among Sub-Accounts
Allocations may be transferred among the sub-accounts once per valuation date.
TRANSFERS AFTER ANNUITIZATION
After annuitization, transfers may only be made on the anniversary of the
annuitization date.
TRANSFER REQUESTS
Nationwide will accept transfer requests in writing or over the telephone.
Nationwide will use reasonable procedures to confirm that telephone instructions
are genuine and will not be liable for following telephone instructions that it
reasonably determined to be genuine. Nationwide may withdraw the telephone
exchange privilege upon 30 days written notice to contract owners.
Amounts transferred to the variable account will receive the accumulation unit
value next determined after the transfer request is received.
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Interest Rate Guarantee Period
The interest rate guarantee period is the period of time that the fixed account
interest rate is guaranteed to remain the same. Within 45 days of the end of an
interest rate guarantee period, transfers may be made from the fixed account to
the variable account. Nationwide will determine the amount that may be
transferred and will declare this amount at the end of the guarantee period.
This amount will not be less than 10% of the amount in the fixed account that is
maturing.
For new purchase payments allocated to the fixed account, or transfers to the
fixed account from the variable account, this period begins on the date of
deposit or transfer and ends on the one year anniversary of the deposit or
transfer. The guaranteed interest rate period may last for up to 3 months beyond
the 1 year anniversary because guaranteed terms end on the last day of a
calendar quarter.
During an interest rate guarantee period, transfers cannot be made from the
fixed account, and amounts transferred to the fixed account must remain on
deposit.
Market Timing Firms
Some contract owners may use market timing firms or other third parties to make
transfers on their behalf. Generally, in order to take advantage of perceived
market trends, market timing firms will submit transfer or exchange requests on
behalf of multiple contract owners at the same time. Sometimes this can result
in unusually large transfers of funds. These large transfers might interfere
with the ability of Nationwide or the underlying mutual fund to process
transactions. This can potentially disadvantage contract owners not using market
timing firms. To avoid this, Nationwide may modify transfer and exchange rights
of contract owners who use market timing firms (or other third parties) to
transfer or exchange funds on their behalf.
The exchange and transfer rights of individual contract owners will not be
modified in any way when instructions are submitted directly by the contract
owner, or by the contract owner's representative (as authorized by the execution
of a valid Nationwide Limited Power of Attorney Form).
To protect contract owners, Nationwide may refuse exchange and transfer
requests:
- submitted by any agent acting under a power of attorney on behalf of more
than one contract owner; or
- submitted on behalf of individual contract owners who have executed
pre-authorized exchange forms which are submitted by market timing firms (or
other third parties) on behalf of more than one contract owner at the same
time.
Nationwide will not restrict exchange rights unless Nationwide believes it to be
necessary for the protection of all contract owners.
RIGHT TO REVOKE
Contract owners have a ten day "free look" to examine the contract. The contract
may be returned to Nationwide's home office for any reason within ten days of
receipt and Nationwide will refund the contract value or another amount required
by law. The refunded contract value will reflect the deduction of any contract
charges, unless otherwise required by law. All IRA and SEP IRA refunds will be a
return of purchase payments. State and/or federal law may provide additional
free look privileges.
Liability of the variable account under this provision is limited to the
contract value in each sub-account on the date of revocation. Any additional
amounts refunded to the contract owner will be paid by Nationwide.
SURRENDER (REDEMPTION)
Contract owners may surrender some or all of their contract value before the
earlier of the annuitization date or the annuitant's death. Surrender requests
must be in writing and Nationwide may require additional information. When
taking a full surrender, the contract must
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accompany the written request. Nationwide may require a signature guarantee.
Nationwide will pay any amounts surrendered from the sub-accounts within 7 days.
However, Nationwide may suspend or postpone payment when it is unable to price a
purchase payment or transfer.
PARTIAL SURRENDERS (PARTIAL REDEMPTIONS)
Nationwide will surrender accumulation units from the sub-accounts and an amount
from the fixed account. The amount withdrawn from each investment option will be
in proportion to the value in each option at the time of the surrender request.
A CDSC may apply. The contract owner may direct Nationwide to deduct the CDSC
from either:
a) the amount requested; or
b) the contract value remaining after the contract owner receives the
amount requested.
If the contract owner does not make a specific election, any applicable CDSC
will be taken from the contract value remaining after the contract owner has
received the amount requested.
FULL SURRENDERS (FULL REDEMPTIONS)
The contract value upon full surrender may be more or less than the total of all
purchase payments made to the contract. The contract value will reflect variable
account charges, underlying mutual fund charges, Contract Maintenance Charge,
and the investment performance of the underlying mutual funds. A CDSC may apply.
SURRENDERS UNDER A TEXAS OPTIONAL RETIREMENT PROGRAM
Redemption restrictions apply to contracts issued under the Texas Optional
Retirement Program.
The Texas Attorney General has ruled that participants in contracts issued under
the Texas Optional Retirement Program may only take withdrawals if:
- the participant dies;
- the participant retires;
- the participant terminates employment due to total disability; or
- the participant that works in a Texas public institution of higher education
terminates employment.
Due to the restrictions described above, a participant under this plan will not
be able to withdraw cash values from the contract unless one of the applicable
conditions is met. However, contract value may be transferred to other carriers,
subject to any CDSC.
Nationwide issues this contract to participants in the Texas Optional Retirement
Program in reliance upon and in compliance with Rule 6c-7 of the Investment
Company Act of 1940.
SURRENDERS UNDER A QUALIFIED PLAN OR TAX SHELTERED ANNUITY
Contract owners of a Qualified Plan or Tax Sheltered Annuity may surrender part
or all of their contract value before the earlier of the annuitization date or
the annuitant's death, except as provided below:
A. Contract value attributable to contributions made under a qualified cash
or deferred arrangement (within the meaning of Internal Revenue Code
Section 402(g)(3)(A)), a salary reduction agreement (within the meaning of
Internal Revenue Code Section 402(g)(3)(C)), or transfers from a Custodial
Account (described in Section 403(b)(7) of the Internal Revenue Code), may
be surrendered only:
1. when the contract owner reaches age 59 1/2, separates from service,
dies, or becomes disabled (within the meaning of Internal Revenue
Code Section 72(m)(7)); or
2. in the case of hardship (as defined for purposes of Internal Revenue
Code Section 401(k)), provided that any such
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hardship surrender may NOT include any income earned on salary
reduction contributions.
B. The surrender limitations described in Section A also apply to:
1. salary reduction contributions to Tax Sheltered Annuities made for plan
years beginning after December 31, 1988;
2. earnings credited to such contracts after the last plan year beginning
before January 1, 1989, on amounts attributable to salary reduction
contributions; and
3. all amounts transferred from 403(b)(7) Custodial Accounts (except that
earnings and employer contributions as of December 31, 1988 in such
Custodial Accounts may be withdrawn in the case of hardship).
C. Any distribution other than the above, including a ten day free look
cancellation of the contract (when available) may result in taxes, penalties,
and/or retroactive disqualification of a Qualified Contract or Tax Sheltered
Annuity.
In order to prevent disqualification of a Tax Sheltered Annuity after a ten day
free look cancellation, Nationwide will transfer the proceeds to another Tax
Sheltered Annuity upon proper direction by the contract owner.
These provisions explain Nationwide's understanding of current withdrawal
restrictions. These restrictions may change.
Distributions pursuant to Qualified Domestic Relations Orders will not violate
the restrictions stated above.
LOAN PRIVILEGE
The loan privilege is ONLY available to owners of Qualified Contracts and Tax
Sheltered Annuities. These contract owners can take loans from the contract
value beginning 30 days after the contract is issued up to the annuitization
date. Loans are subject to the terms of the contract, the plan, and the Internal
Revenue Code. Nationwide may modify the terms of a loan to comply with changes
in applicable law.
MINIMUM & MAXIMUM LOAN AMOUNTS
Contract owners may borrow a minimum of $1,000, unless Nationwide is required by
law to allow a lesser minimum amount. Each loan must individually satisfy the
contract minimum amount.
Nationwide will calculate the maximum nontaxable loan amount based upon
information provided by the participant or the employer. Loans may be taxable if
a participant has additional loans from other plans. The total of all
outstanding loans must not exceed the following limits:
<TABLE>
<CAPTION>
------------------ --------------- -------------------------------
CONTRACT MAXIMUM OUTSTANDING LOAN
VALUES BALANCE ALLOWED
------------------ --------------- -------------------------------
<S> <C> <C>
NON-ERISA PLANS up to $20,000 up to 80% of contract value
(not more than $10,000)
------------------ --------------- -------------------------------
$20,000 and up to 50% of contract value
over (not more than $50,000*)
------------------ --------------- -------------------------------
------------------ --------------- -------------------------------
ERISA PLANS All up to 50% of contract value
(not more than $50,000*)
------------------ --------------- -------------------------------
</TABLE>
*The $50,000 limits will be reduced by the highest outstanding balance owed
during the previous 12 months.
For salary reduction Tax Sheltered Annuities, loans may be secured only by the
contract value.
LOAN PROCESSING FEE
Nationwide may charge a loan processing fee at the time each new loan is
processed. If assessed, this fee compensates Nationwide for expenses related to
administering and processing loans.
The fee is taken from the sub-accounts and the fixed account in proportion to
the contract value at the time the loan is processed.
HOW LOAN REQUESTS ARE PROCESSED
All loans are made from the collateral fixed account. Nationwide transfers
accumulation units in proportion to the assets in each sub-account to the
collateral fixed account until the requested amount is reached. If there are not
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enough accumulation units available in the contract to reach the requested loan
amount, Nationwide next transfers contract value from the fixed account. No CDSC
will be deducted on transfers related to loan processing.
INTEREST
The outstanding loan balance in the collateral fixed account is credited with
interest until the loan is repaid in full. The credited interest rate will be
2.25% less than the loan interest rate fixed by Nationwide. The credited
interest rate is guaranteed never to fall below 3.0%.
Specific loan terms are disclosed at the time of loan application or issuance.
LOAN REPAYMENT
Loans must be repaid in five years. However, if the loan is used to purchase the
contract owner's principal residence, the contract owner has 15 years to repay
the loan.
Contract owners must identify loan repayments as loan repayments or they will be
treated as purchase payments and will not reduce the outstanding loan. Payments
must be substantially level and made at least quarterly.
Loan repayments will consist of principal and interest in amounts set forth in
the loan agreement. Repayments are allocated to the sub-accounts in accordance
with the contract, unless Nationwide and the contract owner have agreed to amend
the contract at a later date on a case by case basis.
DISTRIBUTIONS & ANNUITY PAYMENTS
Distributions made from the contract while a loan is outstanding will be reduced
by the amount of the outstanding loan plus accrued interest if:
- the contract is surrendered;
- the contract owner/annuitant dies;
- the contract owner who is not the annuitant dies prior to annuitization;
or
- annuity payments begin.
TRANSFERRING THE CONTRACT
Nationwide reserves the right to restrict any transfer of the contract while the
loan is outstanding.
GRACE PERIOD & LOAN DEFAULT
If a loan payment is not made when due, interest will continue to accrue. A
grace period may be available (please refer to the terms of the loan agreement).
If a loan payment is not made by the end of the applicable grace period, the
entire loan will be treated as a deemed distribution and will be taxable to the
borrower. This deemed distribution may also be subject to an early withdrawal
tax penalty by the Internal Revenue Service.
After default, interest will continue to accrue on the loan. Defaulted amounts,
plus interest, are deducted from the contract value when the participant is
eligible for a distribution of at least that amount. Additional loans are not
available while a previous loan is in default.
ASSIGNMENT
Contract rights are personal to the contract owner and may not be assigned
without Nationwide's written consent.
A Non-Qualified Contract owner may assign some or all rights under the contract.
An assignment must occur before annuitization while the annuitant is alive. Once
proper notice of assignment is recorded by Nationwide's home office, the
assignment will become effective as of the date the written request was signed.
SEP IRAs, IRAs, Qualified Contracts, and Tax Sheltered Annuities may not be
assigned, pledged or otherwise transferred except where allowed by law.
Nationwide is not responsible for the validity or tax consequences of any
assignment. Nationwide is not liable for any payment or settlement made before
the assignment is recorded. Assignments will not be recorded until Nationwide
receives sufficient direction from the contract owner and the assignee
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regarding the proper allocation of contract rights.
Amounts pledged or assigned will be treated as distributions and will be
included in gross income to the extent that the cash value exceeds the
investment in the contract for the taxable year in which it was pledged or
assigned. Amounts assigned may be subject to a tax penalty equal to 10% of the
amount included in gross income.
Assignment of the entire contract value may cause the portion of the contract
value exceeding the total investment in the contract and previously taxed
amounts to be included in gross income for federal income tax purposes each year
that the assignment is in effect.
CONTRACT OWNER SERVICES
ASSET REBALANCING
Asset rebalancing is the automatic reallocation of contract values to the
sub-accounts on a predetermined percentage basis. Asset rebalancing is not
available for assets held in the fixed account. Requests for asset rebalancing
must be on a Nationwide form.
Asset rebalancing occurs every three months or on another frequency if permitted
by Nationwide. If the last day of the three-month period falls on a Saturday,
Sunday, recognized holiday, or any other day when the New York Stock Exchange is
closed, asset rebalancing will occur on the next business day.
Asset rebalancing may be subject to employer limitations or restrictions for
contracts issued to a Qualified Contract or Tax Sheltered Annuity. Contract
owners should consult a financial adviser to discuss the use of asset
rebalancing.
Nationwide reserves the right to stop establishing new asset rebalancing
programs. Nationwide also reserves the right to assess a processing fee for this
service.
DOLLAR COST AVERAGING
Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level investments over time. It involves the automatic transfer of a
specified amount from the fixed account and/or certain sub-accounts into other
sub-accounts. Nationwide does not guarantee that this program will result in
profit or protect contract owners from loss.
Contract owners direct Nationwide to automatically transfer specified amounts
from the fixed account and the Van Kampen Life Investment Trust - Money Market
Portfolio to any other underlying mutual fund. Transfers from the fixed account
must be equal to or less than 1/30th of the fixed account value when the Dollar
Cost Averaging program is requested.
Transfers occur monthly or on another frequency if permitted by Nationwide.
Nationwide will process transfers until either the value in the originating
investment option is exhausted, or the contract owner instructs Nationwide in
writing to stop the transfers.
Nationwide reserves the right to stop establishing new Dollar Cost Averaging
programs. Nationwide also reserves the right to assess a processing fee for this
service.
SYSTEMATIC WITHDRAWALS
Systematic withdrawals allow contract owners to receive a specified amount (of
at least $100) on a monthly, quarterly, semi-annual, or annual basis. Requests
for systematic withdrawals and requests to discontinue systematic withdrawals
must be in writing.
The withdrawals will be taken from the sub-accounts and the fixed account
proportionately unless Nationwide is instructed otherwise. Nationwide will
withhold federal income taxes from systematic withdrawals unless otherwise
instructed by the contract owner. The Internal Revenue Service may impose a 10%
penalty tax if the contract owner is under age 59 1/2 unless the contract owner
has made an irrevocable election of distributions of substantially equal
payments. A CDSC may apply.
A CDSC may apply to amounts taken through systematic withdrawals.
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If a CDSC applies, the maximum amount that can be withdrawn annually without a
CDSC is the greatest of:
1) 10% of all purchase payments made to the contract as of the withdrawal
date; or
2) an amount withdrawn to meet minimum distribution requirements under the
Internal Revenue Code.
The CDSC-free withdrawal privilege for systematic withdrawals is non-cumulative.
Free amounts not taken during any contract year cannot be taken as free amounts
in a subsequent contract year.
Nationwide reserves the right to stop establishing new systematic withdrawal
programs. Nationwide also reserves the right to assess a processing fee for this
service. Systematic withdrawals are not available before the end of the ten-day
free look period (see "Right to Revoke").
ANNUITY COMMENCEMENT DATE
The annuity commencement date is the date on which annuity payments are
scheduled to begin. The contract owner may change the annuity commencement date
before annuitization. This change must be in writing and approved by Nationwide.
However, if the annuity commencement date is postponed beyond the first day of
the calendar month after the annuitant's 75th birthday (or such other annuity
commencement date provided in the plan), the death benefit will be limited to
the contract value.
ANNUITIZING THE CONTRACT
ANNUITIZATION DATE
The annuitization date is the date that annuity payments begin. It will be the
first day of a calendar month unless otherwise agreed, and must be at least 2
years after the contract is issued. If the contract is issued to fund a
Qualified Plan or Tax Sheltered Annuity plan, annuitization may occur during the
first 2 years subject to Nationwide's approval.
ANNUITIZATION
Annuitization is the period during which annuity payments are received. It is
irrevocable once payments have begun. Upon arrival of the annuitization date,
the annuitant must choose:
1) an annuity payment option; and
2) either a fixed payment annuity, variable payment annuity, or an
available combination.
Nationwide guarantees that each payment under a fixed payment annuity will be
the same throughout annuitization. Under a variable payment annuity, the amount
of each payment will vary with the performance of the underlying mutual funds
chosen by the contract owner.
FIXED PAYMENT ANNUITY
A fixed payment annuity is an annuity where the amount of the annuity payment
remains level.
The first payment under a fixed payment annuity is determined on the
annuitization date on an age last birthday basis by:
1) deducting applicable premium taxes from the total contract value; then
2) applying the contract value amount specified by the contract owner to
the fixed payment annuity table for the annuity payment option elected.
Subsequent payments will remain level unless the annuity payment option elected
provides otherwise. Nationwide does not credit discretionary interest during
annuitization.
VARIABLE PAYMENT ANNUITY
A variable payment annuity is an annuity where the amount of the annuity
payments will vary depending on the performance of the underlying mutual funds
selected.
The first payment under a variable payment annuity is determined on the
annuitization date on an age last birthday basis by:
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<PAGE> 32
1) deducting applicable premium taxes from the total contract value; then
2) applying the contract value amount specified by the contract owner to
the variable payment annuity table for the annuity payment option
elected.
The dollar amount of the first payment is converted into a set number of annuity
units that will represent each monthly payment. This is done by dividing the
dollar amount of the first payment by the value of an annuity unit as of the
annuitization date. This number of annuity units remains fixed during
annuitization.
The second and subsequent payments are determined by multiplying the fixed
number of annuity units by the annuity unit value for the valuation period in
which the payment is due. The amount of the second and subsequent payments will
vary with the performance of the selected underlying mutual funds. Nationwide
guarantees that variations in mortality experience from assumptions used to
calculate the first payment will not affect the dollar amount of the second and
subsequent payments.
Assumed Investment Rate
An assumed investment rate is the percentage rate of return assumed to determine
the amount of the first payment under a variable payment annuity. Nationwide
uses the assumed investment rate of 3.5% to calculate the first annuity payment
and to calculate the investment performance of an underlying mutual fund in
order to determine subsequent payments under a variable payment annuity. An
assumed investment rate is the percentage rate of return required to maintain
level variable annuity payments. Subsequent variable annuity payments may be
more or less than the first payment based on whether actual investment
performance is higher or lower than the assumed investment rate of 3.5%.
Value of an Annuity Unit
Annuity unit values for sub-accounts are determined by multiplying the net
investment factor for the valuation period for which the annuity unit is being
calculated by the immediately preceding valuation period's annuity unit value,
and multiplying the result by an interest factor to neutralize the assumed
investment rate of 3.5% per annum built into the variable payment annuity
purchase rate basis in the contracts.
Exchanges among Underlying Mutual Funds
Exchanges among underlying mutual funds during annuitization must be in writing.
Exchanges will occur on each anniversary of the annuitization date.
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
Payments are made based on the annuity payment option selected, unless:
- the amount to be distributed is less than $500, in which case
Nationwide may make one lump sum payment of the contract value; or
- an annuity payment would be less than $20, in which case Nationwide can
change the frequency of payments to intervals that will result in
payments of at least $20. Payments will be made at least annually.
ANNUITY PAYMENT OPTIONS
Contract owners must elect an annuity payment option before the annuitization
date. The annuity payment options are:
1) LIFE ANNUITY - An annuity payable periodically, but at least annually, for
the lifetime of the annuitant. Payments will end upon the annuitant's
death. For example, if the annuitant dies before the second annuity
payment date, the annuitant will receive only one annuity payment. The
annuitant will only receive two annuity payments if he or she dies before
the third annuity payment date, and so on.
2) JOINT AND LAST SURVIVOR ANNUITY - An annuity payable periodically, but at
least annually, during the joint lifetimes of the annuitant and a
designated second individual. If one of these parties dies, payments will
continue for the lifetime of
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the survivor. As is the case under option 1, there is no guaranteed number
of payments. Payments end upon the death of the last surviving party,
regardless of the number of payments received.
3) LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED - An annuity
payable monthly during the lifetime of the annuitant. If the annuitant
dies before all of the guaranteed payments have been made, payments will
continue to the end of the guaranteed period and will be paid to a
designee chosen by the annuitant at the time the annuity payment option
was elected.
The designee may elect to receive the present value of the remaining
guaranteed payments in a lump sum. The present value will be computed as
of the date Nationwide receives the notice of the annuitant's death.
Not all of the annuity payment options may be available in all states. Contract
owners may request other options before the annuitization date. These options
are subject to Nationwide's approval.
No distribution for Non-Qualified Contracts will be made until an annuity
payment option has been elected. IRAs, SEP IRAs, Qualified Contracts, and Tax
Sheltered Annuities are subject to the "minimum distribution" requirements set
forth in the plan, contract, and the Internal Revenue Code.
DEATH BENEFITS
DEATH OF CONTRACT OWNER - NON-QUALIFIED CONTRACTS
If the contract owner who is NOT the annuitant dies before the annuitization
date, the joint owner becomes the contract owner. If no joint owner is named,
the contingent owner becomes the contract owner. If no contingent owner is
named, the annuitant becomes the contract owner.
If the contract owner and annuitant are the same, and the contract
owner/annuitant dies before the annuitization date, the contingent owner will
not have any rights in the contract unless the contingent owner is also the
beneficiary.
Distributions under Non-Qualified Contracts will be made pursuant to the
"Required Distributions for Non-Qualified Contracts" provision.
DEATH OF ANNUITANT - NON-QUALIFIED CONTRACTS
If the annuitant who is NOT a contract owner dies before the annuitization date,
a death benefit is payable to the beneficiary unless a contingent annuitant is
named. If a contingent annuitant is named, the contingent annuitant becomes the
annuitant and no death benefit is payable.
The beneficiary may elect to receive the death benefit:
1) in a lump sum;
2) as an annuity; or
3) in any other manner permitted by law and approved by Nationwide.
The beneficiary must notify Nationwide of this election within 60 days of the
annuitant's death.
If no beneficiaries survive the annuitant, the contingent beneficiary(ies)
receives the death benefit. Contingent beneficiaries will share the death
benefit equally, unless otherwise specified.
If no beneficiaries or contingent beneficiaries survive the annuitant, the
contract owner or the last surviving contract owner's estate will receive the
death benefit.
If the annuitant dies after the annuitization date, any benefit that may be
payable will be paid according to the selected annuity payment option.
DEATH OF CONTRACT OWNER/ANNUITANT
If a contract owner who is also the annuitant dies before the annuitization
date, a death benefit is payable according to the "Death of the Annuitant -
Non-Qualified Contracts" provision.
If the contract owner/annuitant dies after the annuitization date, any benefit
that may be payable will be paid according to the selected annuity payment
option.
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DEATH BENEFIT PAYMENT
The death benefit value is determined as of the date Nationwide receives:
1) proper proof of the annuitant's death;
2) an election specifying the distribution method; and
3) any state required form(s).
If the annuitant dies before the first day of the calendar month after his or
her 75th birthday and before annuitization, the dollar amount of the death
benefit will be the greater of:
1) the contract value; or
2) the sum of all purchase payments, less any amounts surrendered.
If the annuitant dies on or after the first day of the calendar month after his
or her 75th birthday and before annuitization, the death benefit will equal the
contract value.
REQUIRED DISTRIBUTIONS
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS
Internal Revenue Code Section 72(s) requires Nationwide to make certain
distributions when a contract owner dies. The following distributions will be
made according to those requirements:
1) If any contract owner dies on or after the annuitization date and before
the entire interest in the contract has been distributed, then the
remaining interest must be distributed at least as rapidly as the
distribution method in effect on the contract owner's death.
2) If any contract owner dies before the annuitization date, then the entire
interest in the contract (consisting of either the death benefit or the
contract value reduced by charges set forth elsewhere in the contract)
will be distributed within 5 years of the contract owner's death, provided
however:
a) any interest payable to or for the benefit of a natural person
(referred to herein as a "designated beneficiary"), may be distributed
over the life of the designated beneficiary or over a period not longer
than the life expectancy of the designated beneficiary. Payments must
begin within one year of the contract owner's death unless otherwise
permitted by federal income tax regulations; and
b) if the designated beneficiary is the surviving spouse of the deceased
contract owner, the spouse can choose to become the contract owner
instead of receiving a death benefit. Any distributions required under
these distribution rules will be made upon that spouse's death.
In the event that the contract owner is not a natural person (e.g., a trust or
corporation), then, for purposes of these distribution provisions:
a) the death of the annuitant will be treated as the death of a contract
owner;
b) any change of annuitant will be treated as the death of a contract owner;
and
c) in either case, the appropriate distribution will be made upon the death
or change, as the case may be.
These distribution provisions do not apply to any contract exempt from Section
72(s) of the Internal Revenue Code by reason of Section 72(s)(5) or any other
law or rule.
The designated beneficiary must elect a method of distribution and notify
Nationwide of this election within 60 days of the contract owner's death.
REQUIRED DISTRIBUTIONS FOR QUALIFIED PLANS OR TAX SHELTERED ANNUITIES
Distributions from Qualified Plans and Tax Sheltered Annuities will be made
according to the Minimum Distribution and Incidental Benefit ("MDIB") provisions
of Section 401(a)(9) of the Internal Revenue Code.
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Distributions will be made to the annuitant according to the selected annuity
payment option over a period not longer than:
a) the life of the annuitant or the joint lives of the annuitant and the
annuitant's designated beneficiary; or
b) a period not longer than the life expectancy of the annuitant or the joint
life expectancies of the annuitant and the annuitant's designated
beneficiary.
Required distributions do not have to be withdrawn from this contract if they
are being withdrawn from another Qualified Plan or Tax Sheltered Annuity of the
annuitant.
If the annuitant's entire interest in a Qualified Plan or Tax Sheltered Annuity
will be distributed in equal or substantially equal payments over a period
described in a) or b), the payments will begin on the required beginning date.
The required beginning date is the later of:
a) April 1 of the calendar year following the calendar year in which the
annuitant reaches age 70 1/2; or
b) the annuitant's retirement date.
Provision b) does not apply to any employee who is a 5% owner (as defined in
Section 416 of the Internal Revenue Code) with respect to the plan year ending
in the calendar year when the employee attains the age of 70 1/2.
Distribution commencing on the required distribution date must satisfy minimum
distribution and incidental benefit provisions set forth in the Internal Revenue
Code. Those provisions require that distributions cannot be less than the amount
determined by dividing the annuitant's interest in the Tax Sheltered Annuity
determined by the end of the previous calendar year by (a) the annuitant's life
expectancy; or, if applicable, (b) the joint and survivor life expectancy of the
annuitant and the annuitant's beneficiary. The life expectancies and joint life
expectancies are determined by reference to Treasury Regulation 1.72-9.
If the annuitant dies before distributions begin, the interest in the Qualified
Plan or Tax Sheltered Annuity must be distributed by December 31 of the calendar
year in which the fifth anniversary of the annuitant's death occurs unless:
a) the annuitant names his or her surviving spouse as the beneficiary and the
spouse chooses to receive distribution of the contract in substantially
equal payments over his or her life (or a period not longer than his or
her life expectancy) and beginning no later than December 31 of the year
in which the annuitant would have attained age 70 1/2; or
b) the annuitant names a beneficiary other than his or her surviving spouse
and the beneficiary elects to receive distribution of the contract in
substantially equal payments over his or her life (or a period not longer
than his or her life expectancy) beginning no later than December 31 of
the year following the year in which the annuitant dies.
If the annuitant dies after distributions have begun, distributions must
continue at least as rapidly as under the schedule used before the annuitant's
death.
If distribution requirements are not met, a penalty tax of 50% is levied on the
difference between the amount that should have been distributed for that year
and the amount that actually was distributed for that year.
REQUIRED DISTRIBUTIONS FOR IRAS AND SEP IRAS
Distributions from an IRA or SEP IRA must begin no later than April 1 of the
calendar year following the calendar year in which the contract owner reaches
age 70 1/2. Distribution may be paid in a lump sum or in substantially equal
payments over:
a) the contract owner's life or the lives of the contract owner and his or
her spouse or designated beneficiary; or
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b) a period not longer than the life expectancy of the contract owner or the
joint life expectancy of the contract owner and the contract owner's
designated beneficiary.
If the contract owner dies before distributions begin, the interest in the IRA
or SEP IRA must be distributed by December 31 of the calendar year in which the
fifth anniversary of the contract owner's death occurs, unless:
a) the contract owner names his or her surviving spouse as the beneficiary
and such spouse chooses to:
1) treat the contract as an IRA or SEP IRA established for his or her
benefit; or
2) receive distribution of the contract in substantially equal payments
over his or her life (or a period not longer than his or her life
expectancy) and beginning no later than December 31 of the year in
which the contract owner would have reached age 70 1/2; or
b) the contract owner names a beneficiary other than his or her surviving
spouse and such beneficiary elects to receive a distribution of the
contract in substantially equal payments over his or her life (or a period
not longer than his or her life expectancy) beginning no later than
December 31 of the year following the year of the contract owner's death.
Required distributions do not have to be withdrawn from this contract if they
are being withdrawn from another IRA or SEP IRA of the contract owner.
If the contract owner dies after distributions have begun, distributions must
continue at least as rapidly as under the schedule being used before the
contract owner's death. However, a surviving spouse who is the beneficiary under
the annuity payment option may treat the contract as his or her own, in the same
manner as is described in section (a)(i) of this provision.
If distribution requirements are not met, a penalty tax of 50% is levied on the
difference between the amount that should have been distributed for that year
and the amount that actually was distributed for that year.
A portion of each distribution will be included in the recipient's gross income
and taxed at ordinary income tax rates. The portion of a distribution which is
taxable is based on the ratio between the amount by which non-deductible
purchase payments exceed prior non-taxable distributions and total account
balances at the time of the distribution. The owner of an IRA or SEP IRA must
annually report the amount of non-deductible purchase payments, the amount of
any distribution, the amount by which non-deductible purchase payments for all
years exceed nontaxable distributions for all years, and the total balance of
all IRAs.
If the contract owner dies before the entire interest in the contract has been
distributed, the balance will also be included in his or her gross estate.
FEDERAL TAX CONSIDERATIONS
FEDERAL INCOME TAXES
The tax consequences of purchasing a contract described in this prospectus will
depend on:
- the type of contract purchased;
- the purposes for which the contract is purchased; and
- the personal circumstances of individual investors having interests in the
contracts.
See "Synopsis of the Contracts" for a brief description of the various types of
contracts and the different purposes for which the contracts may be purchased.
Existing tax rules are subject to change, and may affect individuals differently
depending on their situation. Nationwide does not guarantee the tax status of
any contracts or any transactions involving the contracts.
If the contract is purchased as an investment of certain retirement plans (such
as qualified
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retirement plans, Individual Retirement Accounts, and custodial accounts as
described in Sections 401, 408(a), and 403(b)(7) of the Internal Revenue Code),
tax advantages enjoyed by the contract owner and/or annuitant may relate to
participation in the plan rather than ownership of the annuity contract. Such
plans are permitted to purchase investments other than annuities and retain
tax-deferred status.
The following is a brief summary of some of the federal income tax
considerations related to the contracts. In addition to the federal income tax,
distributions from annuity contracts may be subject to state and local income
taxes. The tax rules across all states and localities are not uniform and
therefore will not be discussed in this prospectus. Tax rules that may apply to
contracts issued in U.S. territories such as Puerto Rico and Guam are also not
discussed. Nothing in this prospectus should be considered to be tax advice.
Contract owners and prospective contract owners are encouraged to consult a
financial consultant, tax advisor or legal counsel to discuss the taxation and
use of the contracts.
The Internal Revenue Code sets forth different income tax rules for the
following types of annuity contracts:
- IRAs;
- SEP IRAs;
- Tax Sheltered Annuities; and
- "Non-Qualified Annuities."
Individual Retirement Annuities and SEP IRAs
Distributions from IRAs and SEP IRAs are generally taxed when received. If any
of the amount contributed to the IRA was nondeductible for federal income tax
purposes, then a portion of each distribution is excludable from income.
If distributions of income from an IRA are made prior to the date that the owner
attains the age of 59 1/2 years, the income is subject to both the regular
income tax and an additional penalty tax of 10%. The penalty tax can be avoided
if the distribution is:
- made to a beneficiary on or after the death of the owner;
- attributable to the owner becoming disabled (as defined in the Internal
Revenue Code;
- part of a series of substantially equal periodic payments made not less
frequently than annually made for the life (or life expectancy) of the owner,
or the joint lives (or joint life expectancies) of the owner and his or her
designated beneficiary;
- used for qualified higher education expenses; or
- used for expenses attributable to the purchase of a home for a qualified
first-time buyer.
Tax Sheltered Annuities
Distributions from Tax Sheltered Annuities are generally taxed when received. A
portion of each distribution is excludable from income based on a formula
established pursuant to the Internal Revenue Code. The formula excludes from
income the amount invested in the contract divided by the number of anticipated
payments until the full investment in the contract is recovered. Thereafter all
distributions are fully taxable.
If a distribution of income is made from a Tax Sheltered Annuity prior to the
date that the owner attains the age of 59 1/2 years, the income is subject to
both the regular income tax and an additional penalty tax of 10%. The penalty
tax can be avoided if the distribution is:
- made to a beneficiary on or after the death of the owner;
- attributable to the owner becoming disabled as defined in the Internal
Revenue Code;
- part of a series of substantially equal periodic payments made not less
frequently than annually made for the life (or life expectancy) of the owner,
or the joint lives
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(or joint life expectancies) of the owner and his or her designated
beneficiary;
- used for qualified higher education expenses;
- used for expenses attributable to the purchase of a home for a qualified
first-time buyer; or
- made to the owner after separation from service with his or her employer
after age 55.
Non-Qualified Contracts - Natural Persons as Contract Owners
Generally, the income earned inside a Non-Qualified Contract that is owned by a
natural person is not taxable until it is distributed from the contract.
Distributions before the annuitization date are taxable to the contract owner to
the extent that the cash value of the contract exceeds the contract owner's
investment at the time of the distribution. Distributions, for this purpose,
include partial surrenders, any portion of the contract that is assigned or
pledged; or any portion of the contract that is transferred by gift. For these
purposes, a transfer by gift may occur upon annuitization if the contract owner
and the annuitant are not the same individual.
With respect to annuity distributions on or after the annuitization date, a
portion of each annuity payment is excludable from taxable income. The amount
excludable is based on the ratio between the contract owner's investment in the
contract and the expected return on the contract. Once the entire investment in
the contract is recovered, all distributions are fully includable in income. The
maximum amount excludable from income is the investment in the contract. If the
annuitant dies before the entire investment in the contract has been excluded
from income, and as a result of the annuitant's death no more payments are due
under the contract, then the unrecovered investment in the contract may be
deducted on his or her final tax return.
In determining the taxable amount of a distribution, all annuity contracts
issued after October 21, 1988 by the same company to the same contract owner
during the same calendar year will be treated as one annuity contract.
A special rule applies to distributions from contracts that have investments
that were made prior to August 14, 1982. For those contracts, distributions that
are made prior to the annuitization date are treated first as a recovery of the
investment in the contract as of that date. A distribution in excess of the
amount of the investment in the contract as of August 14, 1982, will be treated
as taxable income.
The Internal Revenue Code imposes a penalty tax if a distribution is made before
the contract owner reaches age 59 1/2. The amount of the penalty is 10% of the
portion of any distribution that is includible in gross income. The penalty tax
does not apply if the distribution is:
- the result of a contract owner's death;
- the result of a contract owner's disability, as defined in the Internal
Revenue Code;
- one of a series of substantially equal periodic payments made over the life
(or life expectancy) of the contract owner or the joint lives (or joint life
expectancies) of the contract owner and the beneficiary selected by the
contract owner to receive payment under the annuity payment option selected
by the contract owner; or
- is allocable to an investment in the contract before August 14, 1982.
Non-Qualified Contracts - Non-Natural Persons as Contract Owners
The previous discussion related to the taxation of Non-Qualified Contracts owned
by individuals. Different rules (the so-called "non-natural persons" rules)
apply if the contract owner is not a natural person.
Generally, contracts owned by corporations, partnerships, trusts, and similar
entities are not treated as annuity contracts under the Internal Revenue Code.
Therefore, income earned under a Non-Qualified Contract that is owned by a
non-natural person is taxed as ordinary income
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during the taxable year that it is earned. Taxation is not deferred, even if the
income is not distributed out of the contract. The income is taxable as ordinary
income, not capital gain.
The non-natural persons rules do not apply to all entity-owned contracts. A
contract that is owned by a non-natural person as an agent of an individual is
treated as owned by the individual. This would cause the contract to be treated
as an annuity under the Internal Revenue Code, allowing tax deferral. However,
this exception does not apply when the non-natural person is an employer that
holds the contract under a non-qualified deferred compensation arrangement for
one or more employees.
The non-natural persons rules also do not apply to contracts that are:
- acquired by the estate of a decedent by reason of the death of the decedent;
- issued in connection with certain qualified retirement plans and individual
retirement plans; or
- purchased by an employer upon the termination of certain qualified retirement
plans.
WITHHOLDING
Pre-death distributions from the contracts are subject to federal income tax.
Nationwide will withhold the tax from the distributions unless the contract
owner requests otherwise. If the distribution is from a Tax Sheltered Annuity,
it will be subject to mandatory 20% withholding that cannot be waived, unless:
- the distribution is made directly to another Tax Sheltered Annuity or IRA; or
- the distribution satisfies the minimum distribution requirements imposed by
the Internal Revenue Code.
In addition, contract owners may not waive withholding if the distribution is
subject to mandatory back-up withholding (if no taxpayer identification number
is given or if the Internal Revenue Service notifies Nationwide that mandatory
back-up withholding is required). Mandatory back-up withholding rates are 31% of
income that is distributed.
NON-RESIDENT ALIENS
Generally, a pre-death distribution from a contract to a non-resident alien is
subject to federal income tax at a rate of 30% of the amount of income that is
distributed. Nationwide is required to withhold this amount and send it to the
Internal Revenue Service. Some distributions to non-resident aliens may be
subject to a lower (or no) tax if a treaty applies. In order to obtain the
benefits of such a treaty, the non-resident alien must:
1) provide Nationwide with proof of residency and citizenship (in accordance
with Internal Revenue Service requirements); and
2) provide Nationwide with an individual taxpayer identification number.
If the non-resident alien does not meet the above conditions, Nationwide will
withhold 30% of income from the distribution.
Another way to avoid the 30% withholding is for the non-resident alien to
provide Nationwide with sufficient evidence that:
1) the distribution is connected to the non-resident alien's conduct of
business in the United States; and
2) the distribution is includible in the non-resident alien's gross income
for United States federal income tax purposes.
Note that these distributions may be subject to back-up withholding, currently
31%, if a correct taxpayer identification number is not provided.
FEDERAL ESTATE, GIFT, AND GENERATION SKIPPING TRANSFER TAXES
The following transfers may be considered a gift for federal gift tax purposes:
- a transfer of the contract from one contract owner to another; or
- a distribution to someone other than a contract owner.
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Upon the contract owner's death, the value of the contract may subject to estate
taxes, even if all or a portion of the value is also subject to federal income
taxes.
Section 2612 of the Internal Revenue Code may require Nationwide to determine
whether a death benefit or other distribution is a "direct skip" and the amount
of the resulting generation skipping transfer tax, if any. A direct skip is when
property is transferred to, or a death benefit or other distribution is made to:
a) an individual who is two or more generations younger than the contract
owner; or
b) certain trusts, as described in Section 2613 of the Internal Revenue Code
(generally, trusts that have no beneficiaries who are not 2 or more
generations younger than the contract owner).
If the contract owner is not an individual, then for this purpose ONLY,
"contract owner" refers to any person:
- who would be required to include the contract, death benefit, distribution,
or other payment in his or her federal gross estate at his or her death; or
- who is required to report the transfer of the contract, death benefit,
distribution, or other payment for federal gift tax purposes.
If a transfer is a direct skip, Nationwide will deduct the amount of the
transfer tax from the death benefit, distribution or other payment, and remit it
directly to the Internal Revenue Service.
CHARGE FOR TAX
Nationwide is not required to maintain a capital gain reserve liability on
Non-Qualified Contracts. If tax laws change requiring a reserve, Nationwide may
implement and adjust a tax charge.
DIVERSIFICATION
Internal Revenue Code Section 817(h) contains rules on diversification
requirements for variable annuity contracts. A variable annuity contract that
does not meet these diversification requirements will not be treated as an
annuity, unless
- the failure to diversify was accidental;
- the failure is corrected; and
- a fine is paid to the Internal Revenue Service.
The amount of the fine will be the amount of tax that would have been paid by
the contract owner if the income, for the period the contract was not
diversified, had been received by the contract owner.
If the violation is not corrected, the contract owner will be considered the
owner of the underlying securities and will be taxed on the earnings of his or
her contract. Nationwide believes that the investments underlying this contract
meet these diversification requirements.
TAX CHANGES
The foregoing tax information is based on Nationwide's understanding of federal
tax laws. It is NOT intended as tax advice. All information is subject to change
without notice. For more details, contact your personal tax and/or financial
advisor.
STATEMENTS AND REPORTS
Nationwide will mail to contract owners statements and reports. Therefore,
contract owners should promptly notify Nationwide of any address change.
These mailings will contain:
- statements showing the contract's quarterly activity;
- confirmation statements showing transactions that affect the contract's
value. Confirmation statements will not be sent for recurring transactions
(i.e., Dollar Cost Averaging or salary reduction programs). Instead,
confirmation of recurring
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transactions will appear in the contract's quarterly statements;
- semi-annual reports as of June 30 containing financial statements for the
variable account; and
- annual reports as of December 31 containing financial statements for the
variable account.
Contract owners should review statements and confirmations carefully. All errors
or corrections must be reported to Nationwide immediately to assure proper
crediting to the contract. Unless Nationwide is notified within 30 days of
receipt of the statement, Nationwide will assume statements and confirmation
statements are correct.
LEGAL PROCEEDINGS
Nationwide is a party to litigation and arbitration proceedings in the ordinary
course of its business, none of which is expected to have a material adverse
effect on Nationwide.
In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits relating to life insurance and annuity
pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.
In November 1997, two plaintiffs, one who was the owner of a variable life
insurance contract and the other who was the owner of a variable annuity
contract, commenced a lawsuit in a federal court in Texas against Nationwide and
the American Century group of defendants (Robert Young and David D. Distad v.
Nationwide Life Insurance Company et al.). In this lawsuit, plaintiffs sought to
represent a class of variable life insurance contract owners and variable
annuity contract owners whom they claim were allegedly misled when purchasing
these variable contracts into believing that the performance of their underlying
mutual fund option managed by American Century, whose shares may only be
purchased by insurance companies, would track the performance of a mutual fund,
also managed by American Century, whose shares are publicly traded. The amended
complaint seeks unspecified compensatory and punitive damages. On April 27,
1998, the District Court denied, in part, and granted, in part, motions to
dismiss the complaint filed by Nationwide and American Century. The remaining
claims against Nationwide allege securities fraud, common law fraud, civil
conspiracy, and breach of contract. The District Court, on December 2, 1998,
issued an order denying plaintiffs' motion for class certification and the
appeals court declined to review the order denying class certification upon
interlocutory appeal. On June 11, 1999, the District Court denied the
plaintiffs' motion to amend their complaint and reconsider class certification.
In January 2000, Nationwide and American Century settled this lawsuit now
limited to the claims of the two named plaintiffs. On February 9, 2000, the
court dismissed this lawsuit with prejudice.
On October 29, 1998, Nationwide was named in a lawsuit filed in Ohio state court
related to the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide
Financial Services, Inc., Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company). On May 3, 1999, the complaint was amended to,
among other things, add Marcus Shore as a second plaintiff. The amended
complaint is brought as a class action on behalf of all persons who purchased
individual deferred annuity contracts or participated in group annuity contracts
sold by Nationwide and the other named Nationwide affiliates which were used to
fund certain tax-deferred retirement plans. The amended complaint seeks
unspecified compensatory and punitive damages. No class has been certified. On
June 11, 1999, Nationwide and the other named defendants filed a motion to
dismiss the amended complaint. On March 8, 2000, the Court denied the motion to
dismiss the amended complaint filed by Nationwide and the other named
defendants. Nationwide intends to defend this lawsuit vigorously.
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There can be no assurance that any litigation relating to pricing or sales
practices will not have a material adverse effect on Nationwide in the future.
The general distributor, Van Kampen Funds Inc., is not engaged in any litigation
of any material nature.
ADVERTISING
A "yield" and "effective yield" may be advertised for the Van Kampen Life
Investment Trust - Money Market Portfolio. "Yield" is a measure of the net
dividend and interest income earned over a specific seven-day period (which
period will be stated in the advertisement) expressed as a percentage of the
offering price of the Van Kampen Life Investment Trust - Money Market
Portfolio's units. Yield is an annualized figure, which means that it is assumed
that the Van Kampen Life Investment Trust - Money Market Portfolio generates the
same level of net income over a 52-week period. The "effective yield" is
calculated similarly but includes the effect of assumed compounding, calculated
under rules prescribed by the SEC. The effective yield will be slightly higher
than yield due to this compounding effect.
Nationwide may advertise the performance of a sub-account in relation to the
performance of other variable annuity sub-accounts, underlying mutual fund
options with similar or different objectives, or the investment industry as a
whole. Other investments to which the sub-accounts may be compared include, but
are not limited to:
- precious metals;
- real estate;
- stocks and bonds;
- closed-end funds;
- bank money market deposit accounts and passbook savings;
- CDs; and
- the Consumer Price Index.
Market Indexes
The sub-accounts will be compared to certain market indexes, such as:
- S&P 500;
- Shearson/Lehman Intermediate Government/Corporate Bond Index;
- Shearson/Lehman Long-Term Government/Corporate Bond Index;
- Donoghue Money Fund Average;
- U.S. Treasury Note Index;
- Bank Rate Monitor National Index of 2 1/2 Year CD Rates; and
- Dow Jones Industrial Average.
Tracking & Rating Services; Publications
Nationwide's rankings and ratings are sometimes published by other services,
such as:
- Lipper Analytical Services, Inc.;
- CDA/Wiesenberger;
- Morningstar;
- Donoghue's;
- magazines such as:
-> Money;
-> Forbes;
-> Kiplinger's Personal Finance Magazine;
-> Financial World;
-> Consumer Reports;
-> Business Week;
-> Time;
-> Newsweek;
-> National Underwriter; and
-> News and World Report;
- LIMRA;
- Value;
- Best's Agent Guide;
- Western Annuity Guide;
- Comparative Annuity Reports;
- Wall Street Journal;
- Barron's;
- Investor's Daily;
- Standard & Poor's Outlook; and
- Variable Annuity Research & Data Service (The VARDS Report).
These rating services and publications rank the underlying mutual funds'
performance against other funds. These rankings may or may not include the
effects of sales charges or other fees.
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Financial Rating Services
Nationwide is also ranked and rated by independent financial rating services,
among which are Moody's, Standard & Poor's and A.M. Best Company. Nationwide may
advertise these ratings. These ratings reflect Nationwide's financial strength
or claims-paying ability. The ratings are not intended to reflect the investment
experience or financial strength of the variable account.
Some Nationwide advertisements and endorsements may include lists of
organizations, individuals or other parties that recommend Nationwide or the
contract. Furthermore, Nationwide may occasionally advertise comparisons of
currently taxable and tax deferred investment programs, based on selected tax
brackets, or discussions of alternative investment vehicles and general economic
conditions.
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TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C>
General Information and History..........................................................................................1
Services.................................................................................................................1
Purchase of Securities Being Offered.....................................................................................1
Underwriters.............................................................................................................2
Calculations of Performance..............................................................................................2
Annuity Payments.........................................................................................................2
Financial Statements.....................................................................................................3
</TABLE>
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APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS
The underlying mutual funds listed below are designed primarily as investments
for variable annuity contracts and variable life insurance policies issued by
insurance companies.
There is no guarantee that the investment objectives will be met.
VAN KAMPEN LIFE INVESTMENT TRUST
Van Kampen Life Investment Trust is an open-end diversified management
investment company organized as a Delaware business trust. Shares are offered in
separate portfolios which are sold only to insurance companies to provide
funding for variable life insurance policies and variable annuity contracts. Van
Kampen Asset Management, Inc. serves as the portfolio's investment adviser.
ASSET ALLOCATION PORTFOLIO (FORMERLY, MULTIPLE STRATEGY FUND)
Investment Objective: Seeks a high total investment return consistent with
prudent risk through a fully managed investment policy utilizing equity
securities, primarily common stocks of large capitalization companies, as
well as investment grade intermediate and long-term debt securities and
money market securities.
DOMESTIC INCOME PORTFOLIO (FORMERLY, DOMESTIC STRATEGIC INCOME FUND)
Investment Objective: Seeks current income as its primary objective.
Capital appreciation is a secondary objective. The Portfolio attempts to
achieve these objectives through investment primarily in a diversified
portfolio of fixed-income securities. The Portfolio may invest in
investment grade securities and lower rated and nonrated securities. Lower
rated securities are regarded by the rating agencies as predominantly
speculative with respect to the issuer's continuing ability to meet
principal and interest payments.
EMERGING GROWTH PORTFOLIO
Investment Objective: Seeks capital appreciation by investing in a
portfolio of securities consisting principally of common stocks of small
and medium sized companies considered by Van Kampen Asset Management, Inc.
("the Adviser"), to be emerging growth companies. Under normal market
conditions, at least 65% of the Portfolio's total assets will be invested
in common stocks of small and medium sized companies (less than $2 billion
of market capitalization), both domestic and foreign. The Portfolio may
invest up to 20% of its total assets in securities of foreign issuers.
Additionally, the Portfolio may invest up to 15% of the value of its
assets in restricted securities (i.e., securities which may not be sold
without registration under the Securities Act of 1933) and in other
securities not having readily available market quotations.
ENTERPRISE PORTFOLIO (FORMERLY, COMMON STOCK FUND)
Investment Objective: Seeks capital appreciation by investing in a
portfolio of securities consisting principally of common stocks.
GLOBAL EQUITY PORTFOLIO
Investment Objective: Seeks long term capital growth through investments
in an internationally diversified portfolio of equity securities of
companies of any nation including the United States. The Portfolio intends
to be invested in equity securities of companies of at least three
countries including the United States. Under normal market conditions, at
least 65% of the Portfolio's total assets are so invested. Equity
securities include common stocks, preferred stocks and warrants or options
to acquire such securities.
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GOVERNMENT PORTFOLIO
Investment Objective: Seeks to provide investors with a high current
return consistent with preservation of capital. The Government Portfolio
invests primarily in debt securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. In order to hedge against
changes in interest rates, the Government Portfolio may also purchase or
sell options and engage in transactions involving interest rate futures
contracts and options on such contracts.
MONEY MARKET PORTFOLIO
Investment Objective: Seeks protection of capital and high current income
by investing in short-term money market instruments.
MORGAN STANLEY REAL ESTATE SECURITIES PORTFOLIO (FORMERLY, REAL ESTATE
SECURITIES FUND)
Investment Objective: Seeks long-term capital growth by investing
principally in a diversified portfolio of securities of companies
operating in the real estate industry ("Real Estate Securities"). Current
income is a secondary consideration. Real Estate Securities include equity
securities, including common stocks and convertible securities, as well as
non-convertible preferred stocks and debt securities of real estate
industry companies. A "real estate industry company" is a company that
derives at least 50% of its assets (marked to market), gross income or net
profits from the ownership, construction, management or sale of
residential, commercial or industrial real estate. Under normal market
conditions, at least 65% of the Portfolio's total assets will be invested
in Real Estate Securities, primarily equity securities of real estate
investment trusts. The Portfolio may invest up to 25% of its total assets
in securities issued by foreign issuers, some or all of which may also be
Real Estate Securities.
41
<PAGE> 47
APPENDIX B: CONDENSED FINANCIAL INFORMATION
Accumulation unit values for accumulation units outstanding throughout the
period.
<TABLE>
<CAPTION>
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
UNDERLYING MUTUAL FUND ACCUMULATION UNIT ACCUMULATION UNIT PERCENT CHANGE IN NUMBER OF
VALUE AT BEGINNING VALUE AT END OF PERIOD ACCUMULATION UNIT ACCUMULATION UNITS AT
OF PERIOD VALUE END OF PERIOD
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Van Kampen Life Investment 32.817146 33.990612 3.58% 270,771
Trust - Asset Allocation
Portfolio - Q(1)
---------------------- ----------------------- ---------------------- -----------------------
28.743704 32.817146 14.17% 332,781
---------------------- ----------------------- ---------------------- -----------------------
23.907038 28.743704 20.23% 422,523
---------------------- ----------------------- ---------------------- -----------------------
21.272421 23.907038 12.39% 513,310
---------------------- ----------------------- ---------------------- -----------------------
16.406732 21.272421 29.66% 606,415
---------------------- ----------------------- ---------------------- -----------------------
17.253369 16.406732 -4.91% 749,168
---------------------- ----------------------- ---------------------- -----------------------
16.230095 17.253369 6.30% 841,559
---------------------- ----------------------- ---------------------- -----------------------
15.327503 16.230095 5.89% 812,793
---------------------- ----------------------- ---------------------- -----------------------
12.222570 15.327503 25.40% 704,818
---------------------- ----------------------- ---------------------- -----------------------
12.154424 12.222570 0.56% 577,104
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 32.817146 33.990612 3.58% 477,855
Trust - Asset Allocation
Portfolio - NQ(1)
---------------------- ----------------------- ---------------------- -----------------------
28.743704 32.817146 14.17% 630,892
---------------------- ----------------------- ---------------------- -----------------------
23.907038 28.743704 20.23% 771,497
---------------------- ----------------------- ---------------------- -----------------------
21.272421 23.907038 12.39% 1,010,988
---------------------- ----------------------- ---------------------- -----------------------
16.406732 21.272421 29.66% 1,070,729
---------------------- ----------------------- ---------------------- -----------------------
17.253369 16.406732 -4.91% 1,250,980
---------------------- ----------------------- ---------------------- -----------------------
16.230095 17.253369 6.30% 1,367,736
---------------------- ----------------------- ---------------------- -----------------------
15.327503 16.230095 5.89% 1,273,695
---------------------- ----------------------- ---------------------- -----------------------
12.222570 15.327503 25.40% 1,058,861
---------------------- ----------------------- ---------------------- -----------------------
12.154424 12.222570 0.56% 876,452
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 19.351040 18.803197 -2.83% 54,620
Trust - Domestic Income
Portfolio - Q(2)
---------------------- ----------------------- ---------------------- -----------------------
18.437191 19.351040 4.96% 83,850
---------------------- ----------------------- ---------------------- -----------------------
16.692636 18.437191 10.45% 124,140
---------------------- ----------------------- ---------------------- -----------------------
15.854864 16.692636 5.28% 165,684
---------------------- ----------------------- ---------------------- -----------------------
13.235145 15.854864 19.79% 294,678
---------------------- ----------------------- ---------------------- -----------------------
14.016253 13.235145 -5.57% 304,564
---------------------- ----------------------- ---------------------- -----------------------
12.208185 14.016253 14.81% 363,127
---------------------- ----------------------- ---------------------- -----------------------
10.995055 12.208185 11.03% 247,610
---------------------- ----------------------- ---------------------- -----------------------
9.189127 10.995055 19.65% 175,620
---------------------- ----------------------- ---------------------- -----------------------
10.036383 9.189127 -8.44% 85,930
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<CAPTION>
----------------------------- ---------------
UNDERLYING MUTUAL FUND YEAR
----------------------------- ---------------
----------------------------- ---------------
<S> <C>
Van Kampen Life Investment 1999
Trust - Asset Allocation
Portfolio - Q(1)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
1994
---------------
1993
---------------
1992
---------------
1991
---------------
1990
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Asset Allocation
Portfolio - NQ(1)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
1994
---------------
1993
---------------
1992
---------------
1991
---------------
1990
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Domestic Income
Portfolio - Q(2)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
1994
---------------
1993
---------------
1992
---------------
1991
---------------
1990
----------------------------- ---------------
----------------------------- ---------------
</TABLE>
(1)Formerly, Van Kampen Life Investment Trust - Multiple Strategy Fund.
(2)Formerly, Van Kampen Life Investment Trust - Domestic Strategic Income Fund.
42
<PAGE> 48
<TABLE>
<CAPTION>
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
UNDERLYING MUTUAL FUND ACCUMULATION UNIT ACCUMULATION UNIT PERCENT CHANGE IN NUMBER OF
VALUE AT BEGINNING VALUE AT END OF PERIOD ACCUMULATION UNIT ACCUMULATION UNITS AT
OF PERIOD VALUE END OF PERIOD
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Van Kampen Life Investment 19.351040 18.803197 -2.83% 154,960
Trust - Domestic Income
Portfolio - NQ(1)
---------------------- ----------------------- ---------------------- -----------------------
18.437191 19.351040 4.96% 260,019
---------------------- ----------------------- ---------------------- -----------------------
16.692636 18.437191 10.45% 329,087
---------------------- ----------------------- ---------------------- -----------------------
15.854864 16.692636 5.28% 486,983
---------------------- ----------------------- ---------------------- -----------------------
13.235145 15.854864 19.79% 720,487
---------------------- ----------------------- ---------------------- -----------------------
14.016253 13.235145 -5.57% 574,730
---------------------- ----------------------- ---------------------- -----------------------
12.208185 14.016253 14.81% 705,552
---------------------- ----------------------- ---------------------- -----------------------
10.995055 12.208185 11.03% 707,076
---------------------- ----------------------- ---------------------- -----------------------
9.189127 10.995055 19.65% 587,343
---------------------- ----------------------- ---------------------- -----------------------
10.036383 9.189127 -8.44% 324,341
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 21.616956 43.607260 101.73% 56,810
Trust - Emerging Growth
Portfolio - Q
---------------------- ----------------------- ---------------------- -----------------------
15.921536 21.616956 35.77% 60,795
---------------------- ----------------------- ---------------------- -----------------------
13.395245 15.921536 18.86% 58,542
---------------------- ----------------------- ---------------------- -----------------------
11.635151 13.395245 15.13% 91,181
---------------------- ----------------------- ---------------------- -----------------------
10.000000 11.635151 16.35% 24,126
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 21.616956 43.607260 101.73% 124,216
Trust - Emerging Growth
Portfolio - NQ
---------------------- ----------------------- ---------------------- -----------------------
15.921536 21.616956 35.77% 129,602
---------------------- ----------------------- ---------------------- -----------------------
13.395245 15.921536 18.86% 158,887
---------------------- ----------------------- ---------------------- -----------------------
11.635151 13.395245 15.13% 173,307
---------------------- ----------------------- ---------------------- -----------------------
10.000000 11.635151 16.35% 79,497
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 50.513291 62.744344 24.21% 197,285
Trust - Enterprise
Portfolio - Q(2)
---------------------- ----------------------- ---------------------- -----------------------
40.944001 50.513291 23.37% 258,320
---------------------- ----------------------- ---------------------- -----------------------
31.749417 40.944001 28.96% 316,766
---------------------- ----------------------- ---------------------- -----------------------
25.778191 31.749417 23.16% 352,086
---------------------- ----------------------- ---------------------- -----------------------
19.065611 25.778191 35.21% 425,489
---------------------- ----------------------- ---------------------- -----------------------
19.993094 19.065611 -4.64% 549,470
---------------------- ----------------------- ---------------------- -----------------------
18.587100 19.993094 7.56% 530,005
---------------------- ----------------------- ---------------------- -----------------------
17.522020 18.587100 6.08% 495,092
---------------------- ----------------------- ---------------------- -----------------------
13.014276 17.522020 34.64% 398,318
---------------------- ----------------------- ---------------------- -----------------------
14.154142 13.014276 -8.05% 218,497
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<CAPTION>
----------------------------- ---------------
UNDERLYING MUTUAL FUND YEAR
----------------------------- ---------------
----------------------------- ---------------
<S> <C>
Van Kampen Life Investment 1999
Trust - Domestic Income
Portfolio - NQ(1)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
1994
---------------
1993
---------------
1992
---------------
1991
---------------
1990
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Emerging Growth
Portfolio - Q
---------------
1998
---------------
1997
---------------
1996
---------------
1995
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Emerging Growth
Portfolio - NQ
---------------
1998
---------------
1997
---------------
1996
---------------
1995
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Enterprise
Portfolio - Q(2)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
1994
---------------
1993
---------------
1992
---------------
1991
---------------
1990
----------------------------- ---------------
----------------------------- ---------------------- ----------------------- ---------------------- ----------------------- --------
</TABLE>
(1)Formerly, Van Kampen Life Investment Trust - Domestic Strategic Income Fund.
(2)Formerly, Van Kampen Life Investment Trust - Common Stock Fund.
43
<PAGE> 49
<TABLE>
<CAPTION>
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
UNDERLYING MUTUAL FUND ACCUMULATION UNIT ACCUMULATION UNIT PERCENT CHANGE IN NUMBER OF
VALUE AT BEGINNING VALUE AT END OF PERIOD ACCUMULATION UNIT ACCUMULATION UNITS AT
OF PERIOD VALUE END OF PERIOD
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Van Kampen Life Investment 50.513291 62.744344 24.21% 416,344
Trust - Enterprise
Portfolio - NQ(1)
---------------------- ----------------------- ---------------------- -----------------------
40.944001 50.513291 23.37% 558,179
---------------------- ----------------------- ---------------------- -----------------------
31.749417 40.944001 28.96% 666,789
---------------------- ----------------------- ---------------------- -----------------------
25.778191 31.749417 23.16% 797,023
---------------------- ----------------------- ---------------------- -----------------------
19.065611 25.778191 35.21% 865,665
---------------------- ----------------------- ---------------------- -----------------------
19.993094 19.065611 -4.64% 1,141,284
---------------------- ----------------------- ---------------------- -----------------------
18.587100 19.993094 7.56% 1,146,227
---------------------- ----------------------- ---------------------- -----------------------
17.522020 18.587100 6.08% 926,595
---------------------- ----------------------- ---------------------- -----------------------
13.014276 17.522020 34.64% 687,711
---------------------- ----------------------- ---------------------- -----------------------
14.154142 13.014276 -8.05% 286,980
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 16.196384 20.791032 28.37% 18,872
Trust - Global Equity
Portfolio - Q
---------------------- ----------------------- ---------------------- -----------------------
13.493564 16.196384 20.03% 19,983
---------------------- ----------------------- ---------------------- -----------------------
11.800884 13.493564 14.34% 20,265
---------------------- ----------------------- ---------------------- -----------------------
10.244062 11.800884 15.20% 13,264
---------------------- ----------------------- ---------------------- -----------------------
10.000000 10.244062 2.44% 4,239
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 16.196384 20.791032 28.37% 25,515
Trust - Global Equity
Portfolio - NQ
---------------------- ----------------------- ---------------------- -----------------------
13.493564 16.196384 20.03% 33,277
---------------------- ----------------------- ---------------------- -----------------------
11.800884 13.493564 14.34% 32,094
---------------------- ----------------------- ---------------------- -----------------------
10.244062 11.800884 15.20% 20,602
---------------------- ----------------------- ---------------------- -----------------------
10.000000 10.244062 2.44% 5,677
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 17.329001 16.529117 -4.62% 38,406
Trust - Government
Portfolio - Q
---------------------- ----------------------- ---------------------- -----------------------
16.168107 17.329001 7.18% 49,618
---------------------- ----------------------- ---------------------- -----------------------
14.944372 16.168107 8.19% 61,597
---------------------- ----------------------- ---------------------- -----------------------
14.827943 14.944372 0.79% 101,057
---------------------- ----------------------- ---------------------- -----------------------
12.821877 14.827943 15.65% 187,304
---------------------- ----------------------- ---------------------- -----------------------
13.620968 12.821877 -5.87% 227,201
---------------------- ----------------------- ---------------------- -----------------------
12.794291 13.620968 6.46% 293,305
---------------------- ----------------------- ---------------------- -----------------------
12.260048 12.794291 4.36% 171,646
---------------------- ----------------------- ---------------------- -----------------------
10.689640 12.260048 14.69% 92,681
---------------------- ----------------------- ---------------------- -----------------------
10.000000 10.689640 6.90% 34,202
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<CAPTION>
----------------------------- ---------------
UNDERLYING MUTUAL FUND YEAR
----------------------------- ---------------
----------------------------- ---------------
<S> <C>
Van Kampen Life Investment 1999
Trust - Enterprise
Portfolio - NQ(1)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
1994
---------------
1993
---------------
1992
---------------
1991
---------------
1990
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Global Equity
Portfolio - Q
---------------
1998
---------------
1997
---------------
1996
---------------
1995
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Global Equity
Portfolio - NQ
---------------
1998
---------------
1997
---------------
1996
---------------
1995
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Government
Portfolio - Q
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
1994
---------------
1993
---------------
1992
---------------
1991
---------------
1990
----------------------------- ---------------
----------------------------- ---------------
</TABLE>
(1)Formerly, Van Kampen Life Investment Trust - Common Stock Fund.
44
<PAGE> 50
<TABLE>
<CAPTION>
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
UNDERLYING MUTUAL FUND ACCUMULATION UNIT ACCUMULATION UNIT PERCENT CHANGE IN NUMBER OF
VALUE AT BEGINNING VALUE AT END OF PERIOD ACCUMULATION UNIT ACCUMULATION UNITS AT
OF PERIOD VALUE END OF PERIOD
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Van Kampen Life Investment 17.329001 16.529117 -4.62% 164,188
Trust - Government
Portfolio - NQ
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
16.168107 17.329001 7.18% 189,945
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
14.944372 16.168107 8.19% 228,036
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
14.827943 14.944372 0.79% 315,546
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.821877 14.827943 15.65% 427,994
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
13.620968 12.821877 -5.87% 501,364
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.794291 13.620968 6.46% 720,049
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.260048 12.794291 4.36% 452,081
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
10.689640 12.260048 14.69% 257,611
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
10.000000 10.689640 6.90% 119,020
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 15.274640 15.775220 3.28% 100,916
Trust - Money Market
Portfolio - Q*
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
14.734706 15.274640 3.66% 89,001
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
14.208651 14.734706 3.70% 108,657
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
13.724323 14.208651 3.53% 115,165
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
13.183559 13.724323 4.10% 147,447
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.879003 13.183559 2.36% 277,679
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.709641 12.879003 1.33% 280,849
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.458190 12.709641 2.02% 264,988
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
11.950917 12.458190 4.24% 209,280
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
11.217660 11.950917 6.54% 207,210
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 15.274640 15.775220 3.28% 241,145
Trust - Money Market
Portfolio - NQ*
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
14.734706 15.274640 3.66% 303,632
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
14.208651 14.734706 3.70% 356,149
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
13.724323 14.208651 3.53% 240,045
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
13.183559 13.724323 4.10% 326,438
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.879003 13.183559 2.36% 532,988
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.709641 12.879003 1.33% 583,001
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
12.458190 12.709641 2.02% 374,887
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
11.950917 12.458190 4.24% 415,122
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
11.217660 11.950917 6.54% 370,884
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<CAPTION>
----------------------------- ---------------
UNDERLYING MUTUAL FUND YEAR
----------------------------- ---------------
----------------------------- ---------------
<S> <C>
Van Kampen Life Investment 1999
Trust - Government
Portfolio - NQ
----------------------------- ---------------
1998
----------------------------- ---------------
1997
----------------------------- ---------------
1996
----------------------------- ---------------
1995
----------------------------- ---------------
1994
----------------------------- ---------------
1993
----------------------------- ---------------
1992
----------------------------- ---------------
1991
----------------------------- ---------------
1990
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Money Market
Portfolio - Q*
----------------------------- ---------------
1998
----------------------------- ---------------
1997
----------------------------- ---------------
1996
----------------------------- ---------------
1995
----------------------------- ---------------
1994
----------------------------- ---------------
1993
----------------------------- ---------------
1992
----------------------------- ---------------
1991
----------------------------- ---------------
1990
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Money Market
Portfolio - NQ*
----------------------------- ---------------
1998
----------------------------- ---------------
1997
----------------------------- ---------------
1996
----------------------------- ---------------
1995
----------------------------- ---------------
1994
----------------------------- ---------------
1993
----------------------------- ---------------
1992
----------------------------- ---------------
1991
----------------------------- ---------------
1990
----------------------------- ---------------
</TABLE>
*The 7-day yield on the Van Kampen Life Investment Trust - Money Market
Portfolio as of December 31, 1999 was 3.52%.
45
<PAGE> 51
<TABLE>
<CAPTION>
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
UNDERLYING MUTUAL FUND ACCUMULATION UNIT ACCUMULATION UNIT PERCENT CHANGE IN NUMBER OF
VALUE AT BEGINNING VALUE AT END OF PERIOD ACCUMULATION UNIT ACCUMULATION UNITS AT
OF PERIOD VALUE END OF PERIOD
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Van Kampen Life Investment 15.615675 14.892896 -4.63% 6,848
Trust - Morgan Stanley Real
Estate Securities Portfolio
- Q(1)
---------------------- ----------------------- ---------------------- -----------------------
17.901858 15.615675 -12.77% 8,813
---------------------- ----------------------- ---------------------- -----------------------
14.931303 17.901858 19.89% 9,466
---------------------- ----------------------- ---------------------- -----------------------
10.765351 14.931303 38.70% 4,266
---------------------- ----------------------- ---------------------- -----------------------
10.000000 10.765351 7.65% 1,762
---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
Van Kampen Life Investment 15.615675 14.892896 -4.63% 13,640
Trust - Morgan Stanley Real
Estate Securities Portfolio
- Q(1)
---------------------- ----------------------- ---------------------- -----------------------
17.901858 15.615675 -12.77% 16,694
---------------------- ----------------------- ---------------------- -----------------------
14.931303 17.901858 19.89% 29,364
---------------------- ----------------------- ---------------------- -----------------------
10.765351 14.931303 38.70% 5,179
---------------------- ----------------------- ---------------------- -----------------------
10.000000 10.765351 7.65% 2,808
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
----------------------------- ---------------------- ----------------------- ---------------------- -----------------------
<CAPTION>
----------------------------- ---------------
UNDERLYING MUTUAL FUND YEAR
----------------------------- ---------------
----------------------------- ---------------
<S> <C>
Van Kampen Life Investment 1999
Trust - Morgan Stanley Real
Estate Securities Portfolio
- Q(1)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
---------------
----------------------------- ---------------
----------------------------- ---------------
Van Kampen Life Investment 1999
Trust - Morgan Stanley Real
Estate Securities Portfolio
- Q(1)
---------------
1998
---------------
1997
---------------
1996
---------------
1995
----------------------------- ---------------
----------------------------- ---------------
</TABLE>
(1)Formerly, Van Kampen Life Investment Trust - Real Estate Securities Fund.
46
<PAGE> 52
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 2000
DEFERRED VARIABLE ANNUITY CONTRACTS
ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY THROUGH ITS NATIONWIDE
VARIABLE ACCOUNT-3
This Statement of Additional Information is not a prospectus. It contains
additional information than set forth in the Prospectus and should be read in
conjunction with the Prospectus dated May 1, 2000. The Prospectus may be
obtained from Nationwide Life Insurance Company by writing P. O. Box 182030,
Columbus, Ohio 43218-2030, or by calling 1-800-826-3167, TDD 1-800-238-3035.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
General Information and History...............................................................................1
Services......................................................................................................1
Purchase of Securities Being Offered..........................................................................1
Underwriters..................................................................................................2
Calculations of Performance...................................................................................2
Annuity Payments..............................................................................................2
Financial Statements..........................................................................................3
</TABLE>
GENERAL INFORMATION AND HISTORY
The Nationwide Variable Account-3 ("variable account") is a separate investment
account of Nationwide Life Insurance Company ("Nationwide"). All of Nationwide's
common stock is owned by Nationwide Financial Services, Inc. ("NFS"), a holding
company. NFS has two classes of common stock outstanding with different voting
rights enabling Nationwide Corporation (the holder of all of the outstanding
Class B Common Stock) to control NFS. Nationwide Corporation is a holding
company as well. All of its common stock is held by Nationwide Mutual Insurance
Company (95.24%) and Nationwide Mutual Fire Insurance Company (4.76%), the
ultimate controlling persons of the Nationwide group of companies. The
Nationwide group of companies is one of America's largest insurance and
financial services family of companies, with combined assets of over $120
billion as of December 31, 1999.
SERVICES
Nationwide, which has responsibility for administration of the contracts and the
variable account, maintains records of the name, address, taxpayer
identification number, and other pertinent information for each contract owner
and the number and type of contract issued to each contract owner and records
with respect to the contract value of each contract.
The custodian of the assets of the variable account is Nationwide. Nationwide
will maintain a record of all purchases and redemptions of shares of the
underlying mutual funds.
The audited financial statements have been included herein in reliance upon the
reports of KPMG LLP, independent certified public accountants, Two Nationwide
Plaza, Columbus, Ohio 43215, and upon the authority of said firm as experts in
accounting and auditing.
PURCHASE OF SECURITIES BEING OFFERED
The contracts will be sold by licensed insurance agents in the states where the
contracts may be lawfully sold. The agents will be registered representatives of
broker-dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. ("NASD").
1
<PAGE> 53
UNDERWRITERS
The contracts, which are offered continuously, are distributed by American
Capital Marketing Inc., 2800 Post Oak Blvd., Houston, Texas 77056. During the
fiscal years ending December 31, 1999, 1998 and 1997, no underwriting
commissions were paid by Nationwide to the distributor.
CALCULATIONS OF PERFORMANCE
Any current yield quotations of the Money Market Portfolio, subject to Rule 482
of the 1933 Act, will consist of a seven calendar day historical yield, carried
at least to the nearest hundredth of a percent. The yield will be calculated by
determining the net change, exclusive of capital changes, in the value of a
hypothetical pre-existing account having a balance of one accumulation unit at
the beginning of the base period, subtracting a hypothetical charge reflecting
deductions from contract owner accounts, and dividing the net change in account
value by the value of the account at the beginning of the period to obtain a
base period return, and multiplying the base period return by 365/7 (366/7 in a
leap year). At December 31, 1999, the Money Market Portfolio's seven-day current
unit value yield was 3.52%. The Money Market Portfolio's effective yield is
computed similarly but includes the effect of assumed compounding on an
annualized basis of the current unit value yield quotations of the fund. At
December 31, 1999, the Money Market Portfolio's effective yield was 3.58%.
The Money Market Portfolio's yield and effective yield will fluctuate daily.
Actual yields will depend on factors such as the type of instruments in the
Money Market Portfolio, portfolio quality and average maturity, changes in
interest rates, and the Money Market Portfolio's expenses. Although the Money
Market Portfolio determines its yield on the basis of a seven calendar day
period, it may use a different time period on occasion. There is no assurance
that the yields quoted on any given occasion will remain in effect for any
period of time and there is no guarantee that the net asset values will remain
constant. It should be noted that a contract owner's investment in the Money
Market Portfolio is not guaranteed or insured. Yields of other money market
funds may not be comparable if a different base period or another method of
calculation is used.
ANNUITY PAYMENTS
See "Frequency and Amount of Annuity Payments" located in the prospectus.
2
<PAGE> 54
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of Nationwide Variable Account-3:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide Variable Account-3 (comprised of the
sub-accounts listed in note 1(b)) (collectively, "the Account") as of December
31, 1999, and the related statements of operations and changes in contract
owners' equity for each of the years in the two year period then ended. These
financial statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1999, by correspondence with
the transfer agents of the underlying mutual funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Account as of December
31, 1999, and the results of its operations and its changes in contract owners'
equity for each of the years in the two year period then ended in conformity
with generally accepted accounting principles.
KPMG LLP
Columbus, Ohio
February 18, 2000
<PAGE> 2
NATIONWIDE VARIABLE ACCOUNT-3
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
DECEMBER 31, 1999
<TABLE>
<S> <C>
Assets:
Investments at market value:
Van Kampen LIT - Asset Allocation Fund
2,096,163 shares (cost $24,654,718) .......................... $25,468,385
Van Kampen LIT - Domestic Income Fund
491,707 shares (cost $4,170,326) ............................. 3,953,326
Van Kampen LIT - Emerging Growth Fund
170,750 shares (cost $3,693,434) ............................. 7,893,775
Van Kampen LIT - Enterprise Fund
1,476,205 shares (cost $27,271,508) .......................... 38,543,707
Van Kampen LIT - Global Equity Fund
54,478 shares (cost $672,475) ................................ 922,851
Van Kampen LIT - Government Fund
382,573 shares (cost $3,435,546) ............................. 3,374,296
Van Kampen LIT - Money Market Fund
5,417,131 shares (cost $5,417,131) ........................... 5,417,131
Van Kampen LIT - Morgan Stanley Real Estate Securities Portfolio
24,667 shares (cost $371,652) ................................ 305,125
-----------
Total investments ......................................... 85,878,596
Accounts receivable ....................................... 798
-----------
Total assets ................................................... 85,879,394
Accounts payable ....................................................... 138
-----------
Contract owners' equity ................................................ $85,879,256
===========
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Annual
Contract owners' equity represented by: Units Unit Value Return*
-------- ---------- --------
<S> <C> <C> <C> <C>
Contracts in accumulation phase:
Van Kampen LIT - Asset Allocation Fund:
Tax qualified ......................... 270,771 $ 33.990612 $ 9,203,672 4%
Non-tax qualified ..................... 477,855 33.990612 16,242,584 4%
Van Kampen LIT - Domestic Income Fund:
Tax qualified ......................... 54,620 18.803197 1,027,031 (3)%
Non-tax qualified ..................... 154,960 18.803197 2,913,743 (3)%
Van Kampen LIT - Emerging Growth Fund:
Tax qualified ......................... 56,810 43.607260 2,477,328 102%
Non-tax qualified ..................... 124,216 43.607260 5,416,719 102%
Van Kampen LIT - Enterprise Fund:
Tax qualified ......................... 197,285 62.744344 12,378,518 24%
Non-tax qualified ..................... 416,344 62.744344 26,123,231 24%
Van Kampen LIT - Global Equity Fund:
Tax qualified ......................... 18,872 20.791032 392,368 28%
Non-tax qualified ..................... 25,515 20.791032 530,483 28%
Van Kampen LIT - Government Fund:
Tax qualified ......................... 38,406 16.529117 634,817 (5)%
Non-tax qualified ..................... 164,188 16.529117 2,713,883 (5)%
Van Kampen LIT - Money Market Fund:
Tax qualified ......................... 100,916 15.775220 1,591,972 3%
Non-tax qualified ..................... 241,145 15.775220 3,804,115 3%
Van Kampen LIT - Morgan Stanley
Real Estate Securities Portfolio:
Tax qualified ......................... 6,848 14.892896 101,987 (5)%
Non-tax qualified ..................... 13,640 14.892896 203,139 (5)%
========== ============
Reserves for annuity contracts in payout phase:
Tax qualified ......................... 1,938
Non-tax qualified ..................... 121,728
------------
$ 85,879,256
============
</TABLE>
* The annual return does not include contract charges satisfied by surrendering
units.
See accompanying notes to financial statements.
--------------------------------------------------------------------------------
<PAGE> 4
NATIONWIDE VARIABLE ACCOUNT-3
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(UNDERLYING MUTUAL FUNDS OF VAN KAMPEN LIT)
<TABLE>
<CAPTION>
Total Asset Allocation Fund
----------------------------- --------------------------
1999 1998 1999 1998
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ......................... $ 2,025,017 462,441 992,341 36,927
Mortality, expense and administration
charges (note 2) ........................... (1,140,920) (1,266,400) (367,905) (429,630)
------------ ---------- ---------- ----------
Net investment activity ................... 884,097 (803,959) 624,436 (392,703)
------------ ---------- ---------- ----------
Proceeds from mutual fund shares sold ........ 40,239,807 39,771,201 8,769,273 9,985,119
Cost of mutual fund shares sold .............. (33,196,418) (34,580,486) (7,870,636) (9,405,948)
------------ ---------- ---------- ----------
Realized gain (loss) on investments ....... 7,043,389 5,190,715 898,637 579,171
Change in unrealized gain (loss) on investments (669,794) 8,994,987 (3,642,876) 3,129,573
------------ ---------- ---------- ----------
Net gain (loss) on investments ............ 6,373,595 14,185,702 (2,744,239) 3,708,744
------------ ---------- ---------- ----------
Reinvested capital gains ..................... 5,727,152 1,466,481 2,990,224 998,161
------------ ---------- ---------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ....... 12,984,844 14,848,224 870,421 4,314,202
------------ ---------- ---------- ----------
Equity transactions:
Purchase payments received from
contract owners ............................ 1,183,501 1,969,286 275,874 524,822
Transfers between funds ...................... - - (1,372,586) (809,904)
Redemptions .................................. (23,356,550) (20,875,429) (5,912,033) (6,663,073)
Annuity benefits ............................. (25,925) (22,456) (9,579) (7,968)
Annual contract maintenance charge (note 2) .. (65,326) (77,816) (25,060) (29,820)
Contingent deferred sales charges (note 2) ... (70,212) (76,867) (14,743) (14,549)
Adjustments to maintain reserves ............. 801 (817) 147 (558)
------------ ---------- ---------- ----------
Net equity transactions .................. (22,333,711) (19,084,099) (7,057,980) (7,001,050)
------------ ---------- ---------- ----------
Net change in contract owners' equity ......... (9,348,867) (4,235,875) (6,187,559) (2,686,848)
Contract owners' equity beginning of period ... 95,228,123 99,463,998 31,656,055 34,342,903
------------ ---------- ---------- ----------
Contract owners' equity end of period ......... $ 85,879,256 95,228,123 25,468,496 31,656,055
============ ========== ========== ==========
<CAPTION>
Domestic Income Fund Emerging Growth Fund
------------------------- -------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Investment activity:
Reinvested dividends .......................... $ 429,732 20,180 - 1,446
Mortality, expense and administration
charges (note 2) ............................ (74,265) (96,249) (70,621) (48,924)
--------- --------- --------- ---------
Net investment activity .................... 355,467 (76,069) (70,621) (47,478)
--------- --------- --------- ---------
Proceeds from mutual fund shares sold ......... 3,192,232 3,746,179 2,717,924 1,245,627
Cost of mutual fund shares sold ............... (3,193,198) (3,581,711) (1,177,962) (934,382)
--------- --------- --------- ---------
Realized gain (loss) on investments ........ (966) 164,468 1,539,962 311,245
Change in unrealized gain (loss) on investments (565,047) 292,822 2,860,589 831,306
--------- --------- --------- ---------
Net gain (loss) on investments ............. (566,013) 457,290 4,400,551 1,142,551
--------- --------- --------- ---------
Reinvested capital gains ...................... - - - -
--------- --------- --------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations ........ (210,546) 381,221 4,329,930 1,095,073
--------- --------- --------- ---------
Equity transactions:
Purchase payments received from
contract owners ............................ 61,552 225,507 160,637 217,054
Transfers between funds ...................... (117,071) (729,708) 447,511 246,295
Redemptions .................................. (2,446,195) (1,527,773) (1,153,156) (881,368)
Annuity benefits ............................. (2,498) (2,586) - -
Annual contract maintenance charge (note 2) .. (4,637) (5,953) (3,635) (3,551)
Contingent deferred sales charges (note 2) ... (34,960) (6,386) (3,318) (6,441)
Adjustments to maintain reserves ............. (90) 17 274 (13,062)
--------- --------- --------- ---------
Net equity transactions ................... (2,543,899) (2,046,882) (551,687) (441,073)
--------- --------- --------- ---------
Net change in contract owners' equity ......... (2,754,445) (1,665,661) 3,778,243 654,000
Contract owners' equity beginning of period ... 6,707,663 8,373,324 4,115,804 3,461,804
--------- --------- --------- ---------
Contract owners' equity end of period ......... $3,953,218 6,707,663 7,894,047 4,115,804
========= ========= ========= =========
</TABLE>
<PAGE> 5
NATIONWIDE VARIABLE ACCOUNT-3
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, Continued
STATEMENTS OF OPERATIONS, Continued
YEARS ENDED DECEMBER 31, 1999 AND 1998
(UNDERLYING MUTUAL FUNDS OF VAN KAMPEN LIT)
<TABLE>
<CAPTION>
Enterprise Fund Global Equity Fund Government Fund
-------------------------- -------------------- -----------------------
1999 1998 1999 1998 1999 1998
------------ ---------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment activity:
Reinvested dividends ......................... $ 115,759 37,274 2,343 10,562 206,767 47,499
Mortality, expense and administration
charges (note 2) ........................... (487,097) (532,088) (11,121) (11,146) (51,178) (58,697)
------------ ---------- ------- ------- --------- ---------
Net investment activity ................... (371,338) (494,814) (8,778) (584) 155,589 (11,198)
------------ ---------- ------- ------- --------- ---------
Proceeds from mutual fund shares sold ........ 14,137,060 11,539,797 346,089 400,134 1,185,948 1,798,576
Cost of mutual fund shares sold .............. (9,571,854) (7,516,554) (305,802) (402,388) (1,164,520) (1,667,686)
------------ ---------- ------- ------- --------- ---------
Realized gain (loss) on investments ......... 4,565,206 4,023,243 40,287 (2,254) 21,428 130,890
Change in unrealized gain (loss) on investments 886,267 4,474,361 175,191 155,933 (367,908) 187,878
------------ ---------- ------- ------- --------- ---------
Net gain (loss) on investments .............. 5,451,473 8,497,604 215,478 153,679 (346,480) 318,768
------------ ---------- ------- ------- --------- ---------
Reinvested capital gains ...................... 2,726,941 457,154 9,987 - - -
------------ ---------- ------- ------- --------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 7,807,076 8,459,944 216,687 153,095 (190,891) 307,570
------------ ---------- ------- ------- --------- ---------
Equity transactions:
Purchase payments received from
contract owners ............................. 430,203 629,483 26,158 30,769 37,063 58,124
Transfers between funds ....................... (1,686,157) (128,135) (8,101) 266,300 251,439 28,249
Redemptions ................................... (9,249,464) (7,873,368) (172,871) (291,981) (898,143) (915,228)
Annuity benefits .............................. (5,871) (3,745) - - (4,912) (5,087)
Annual contract maintenance charge (note 2) ... (23,885) (29,054) (776) (1,035) (3,072) (3,571)
Contingent deferred sales charges (note 2) .... (12,096) (24,380) (849) (1,051) (449) (4,251)
Adjustments to maintain reserves .............. 547 (39,639) (16) 13 11 41
------------ ---------- ------- ------- --------- ---------
Net equity transactions ................... (10,546,723) (7,468,838) (156,455) 3,015 (618,063) (841,723)
------------ ---------- ------- ------- --------- ---------
Net change in contract owners' equity ......... (2,739,647) 991,106 60,232 156,110 (808,954) (534,153)
Contract owners' equity beginning of period ... 41,283,855 40,292,749 862,619 706,509 4,183,233 4,717,386
------------ ---------- ------- ------- --------- ---------
Contract owners' equity end of period ......... $ 38,544,208 41,283,855 922,851 862,619 3,374,279 4,183,233
============ ========== ======= ======= ========= =========
<CAPTION>
Money Market Fund
-------------------------
1999 1998
--------- ---------
<S> <C> <C>
Investment activity:
Reinvested dividends ......................... $ 254,459 307,418
Mortality, expense and administration
charges (note 2) ............................ (74,074) (81,908)
--------- ---------
Net investment activity .................... 180,385 225,510
--------- ---------
Proceeds from mutual fund shares sold ........ 9,754,704 10,714,673
Cost of mutual fund shares sold .............. (9,754,703) (10,714,673)
--------- ---------
Realized gain (loss) on investments ........ 1 -
Change in unrealized gain (loss) on investments - -
--------- ---------
Net gain (loss) on investments ............. 1 -
--------- ---------
Reinvested capital gains ..................... - -
--------- ---------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 180,386 225,510
--------- ---------
Equity transactions:
Purchase payments received from
contract owners ............................. 180,927 252,638
Transfers between funds ...................... 2,509,543 1,199,627
Redemptions .................................. (3,463,491) (2,556,917)
Annuity benefits ............................. (3,065) (3,070)
Annual contract maintenance charge (note 2) .. (4,030) (4,321)
Contingent deferred sales charges (note 2) ... (3,753) (19,446)
Adjustments to maintain reserves ............. (71) 52,370
--------- ---------
Net equity transactions .................. (783,940) (1,079,119)
--------- ---------
Net change in contract owners' equity ......... (603,554) (853,609)
Contract owners' equity beginning of period ... 6,020,585 6,874,194
--------- ---------
Contract owners' equity end of period ......... $5,417,031 6,020,585
========= =========
</TABLE>
(Continued)
<PAGE> 6
NATIONWIDE VARIABLE ACCOUNT-3
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, Continued
STATEMENTS OF OPERATIONS, Continued
YEARS ENDED DECEMBER 31, 1999 AND 1998
(UNDERLYING MUTUAL FUNDS OF VAN KAMPEN LIT)
<TABLE>
<CAPTION>
Morgan Stanley Real Estate
Securities Portfolio
-------------------------
1999 1998
-------- --------
<S> <C> <C>
Investment activity:
Reinvested dividends .......................... 23,616 1,135
Mortality, expense and administration
charges (note 2) ............................. (4,659) (7,758)
------- -------
Net investment activity ..................... 18,957 (6,623)
------- -------
Proceeds from mutual fund shares sold ......... 136,577 341,096
Cost of mutual fund shares sold ............... (157,743) (357,144)
------- -------
Realized gain (loss) on investments ......... (21,166) (16,048)
Change in unrealized gain (loss) on investments (16,010) (76,886)
------- -------
Net gain (loss) on investments .............. (37,176) (92,934)
------- -------
Reinvested capital gains ..................... - 11,166
------- -------
Net increase (decrease) in contract owners'
equity resulting from operations ....... (18,219) (88,391)
------- -------
Equity transactions:
Purchase payments received from
contract owners ............................. 11,087 30,889
Transfers between funds ...................... (24,578) (72,724)
Redemptions .................................. (61,197) (165,721)
Annuity benefits ............................. - -
Annual contract maintenance charge (note 2) .. (231) (511)
Contingent deferred sales charges (note 2) ... (44) (363)
Adjustments to maintain reserves ............. (1) 1
------- -------
Net equity transactions .................. (74,964) (208,429)
------- -------
Net change in contract owners' equity ......... (93,183) (296,820)
Contract owners' equity beginning of period ... 398,309 695,129
------- -------
Contract owners' equity end of period ......... 305,126 398,309
======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
NATIONWIDE VARIABLE ACCOUNT-3
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
(a) Organization and Nature of Operations
Nationwide Variable Account-3 (the Account) was established pursuant to
a resolution of the Board of Directors of Nationwide Life Insurance
Company (the Company) on October 7, 1987. The Account has been
registered as a unit investment trust under the Investment Company Act
of 1940.
The Company offers tax qualified and non-tax qualified Individual
Deferred Variable Annuity Contracts through the Account. The primary
distribution for the contracts is through the brokerage community;
however, other distributors may be utilized.
(b) The Contracts
Only contracts without a front-end sales charge, but with a contingent
deferred sales charge and certain other fees, are offered for purchase.
See note 2 for a discussion of contract expenses.
Contract owners in either the accumulation or the payout phase may
invest in the following funds of the Van Kampen Life Investment Trust
(Van Kampen LIT):
Van Kampen LIT - Asset Allocation Fund
Van Kampen LIT - Domestic Income Fund
Van Kampen LIT - Emerging Growth Fund
Van Kampen LIT - Enterprise Fund
Van Kampen LIT - Global Equity Fund
Van Kampen LIT - Government Fund
Van Kampen LIT - Money Market Fund
Van Kampen LIT - Morgan Stanley Real Estate Securities Portfolio
At December 31, 1999, contract owners have invested in all of the above
funds. The contract owners' equity is affected by the investment
results of each fund, equity transactions by contract owners and
certain contract expenses (see note 2). The accompanying financial
statements include only contract owners' purchase payments pertaining
to the variable portions of their contracts and exclude any purchase
payments for fixed dollar benefits, the latter being included in the
accounts of the Company.
A contract owner may choose from among a number of different underlying
mutual fund options. The underlying mutual fund options are not
available to the general public directly. The underlying mutual funds
are available as investment options in variable life insurance policies
or variable annuity contracts issued by life insurance companies or, in
some cases, through participation in certain qualified pension or
retirement plans.
Some of the underlying mutual funds have been established by investment
advisers which manage publicly traded mutual funds having similar names
and investment objectives. While some of the underlying mutual funds
may be similar to, and may in fact be modeled after, publicly traded
mutual funds, the underlying mutual funds are not otherwise directly
related to any publicly traded mutual fund. Consequently, the
investment performance of publicly traded mutual funds and any
corresponding underlying mutual funds may differ substantially.
(Continued)
9
<PAGE> 8
NATIONWIDE VARIABLE ACCOUNT-3
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(c) Security Valuation, Transactions and Related Investment Income
The market value of the underlying mutual funds is based on the closing
net asset value per share at December 31, 1999. The cost of investments
sold is determined on a specific identification basis. Investment
transactions are accounted for on the trade date (date the order to buy
or sell is executed) and dividend income is recorded on the ex-dividend
date.
(d) Federal Income Taxes
Operations of the Account form a part of, and are taxed with,
operations of the Company which is taxed as a life insurance company
under the Internal Revenue Code. The Company does not provide for
income taxes within the Account. Taxes are the responsibility of the
contract owner upon termination or withdrawal.
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, if
any, at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(f) Calculation of Annuity Reserves
Annuity reserves are computed for contracts in the variable payout
stage according to industry standard mortality tables. The assumed
investment return is 3.5 percent unless the annuitant elects otherwise,
in which case the rate may vary from 3.5 percent to 7 percent, as
regulated by the laws of the respective states. The mortality risk is
fully borne by the Company and may result in additional amounts being
transferred into the Account by the Company to cover greater longevity
of annuitants than expected. Conversely, if reserves exceed amounts
required, transfers may be made to the Company.
(2) Expenses
The Company does not deduct a sales charge from purchase payments received
from the contract owners. However, if any part of the contract value of
such contracts is surrendered, the Company will, with certain exceptions,
deduct from the contract owner's contract value a contingent deferred sales
charge, not to exceed 6% (3% after 36 months) of the lesser of the total of
all purchase payments made within 72 months prior to the date of the
request for surrender, or the amount surrendered. (For contracts issued in
the State of New York, the contingent deferred sales charge will not exceed
7% of purchase payments, such charge declining 1% per year, to 0%, after
the purchase payment has been held in the contract for seven years.) No
sales charges are deducted on redemptions used to purchase units in the
fixed investment options of the Company.
The following contract charges are deducted by the Company: (a) an annual
contract maintenance charge of up to $35, dependent upon contract type and
issue date (up to $30, dependent upon contract type and issue date, for
contracts issued in the State of New York), which is satisfied by
surrendering units; and (b) a mortality risk charge, an expense risk charge
and an administration charge assessed through the daily unit value
calculation equal to an annual rate of 0.80%, 0.45% and 0.05%,
respectively.
(3) Related Party Transactions
The Company performs various services on behalf of the Mutual Fund
Companies in which the Account invests and may receive fees for the
services performed. These services include, among other things, shareholder
communications, preparation, postage, fund transfer agency and various
other record keeping and customer service functions. These fees are paid to
an affiliate of the Company.
<PAGE> 55
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nationwide Life Insurance Company:
We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company), a wholly owned
subsidiary of Nationwide Financial Services, Inc., as of December 31, 1999 and
1998, and the related consolidated statements of income, shareholder's equity
and cash flows for each of the years in the three-year period ended December 31,
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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles.
Columbus, Ohio
January 28, 2000
<PAGE> 2
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Balance Sheets
(in millions, except per share amounts)
<TABLE>
<CAPTION>
December 31,
-----------------------------
Assets 1999 1998
------ --------- ---------
<S> <C> <C>
Investments:
Securities available-for-sale, at fair value:
Fixed maturity securities $15,294.0 $14,245.1
Equity securities 92.9 127.2
Mortgage loans on real estate, net 5,786.3 5,328.4
Real estate, net 254.8 243.6
Policy loans 519.6 464.3
Other long-term investments 73.8 44.0
Short-term investments 416.0 289.1
--------- ---------
22,437.4 20,741.7
--------- ---------
Cash 4.8 3.4
Accrued investment income 238.6 218.7
Deferred policy acquisition costs 2,554.1 2,022.2
Other assets 305.9 420.3
Assets held in separate accounts 67,135.1 50,935.8
--------- ---------
$92,675.9 $74,342.1
========= =========
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims $21,861.6 $19,767.1
Other liabilities 914.2 866.1
Liabilities related to separate accounts 67,135.1 50,935.8
--------- ---------
89,910.9 71,569.0
--------- ---------
Commitments and contingencies (notes 8 and 13)
Shareholder's equity:
Common stock, $1 par value. Authorized 5.0 million shares;
3.8 million shares issued and outstanding 3.8 3.8
Additional paid-in capital 766.1 914.7
Retained earnings 2,011.0 1,579.0
Accumulated other comprehensive income (15.9) 275.6
--------- ---------
2,765.0 2,773.1
--------- ---------
$92,675.9 $74,342.1
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Income
(in millions)
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Policy charges $ 895.5 $ 698.9 $ 545.2
Life insurance premiums 220.8 200.0 205.4
Net investment income 1,520.8 1,481.6 1,409.2
Realized (losses) gains on investments (11.6) 28.4 11.1
Other 66.1 66.8 46.5
-------- -------- --------
2,691.6 2,475.7 2,217.4
-------- -------- --------
Benefits and expenses:
Interest credited to policyholder account balances 1,096.3 1,069.0 1,016.6
Other benefits and claims 210.4 175.8 178.2
Policyholder dividends on participating policies 42.4 39.6 40.6
Amortization of deferred policy acquisition costs 272.6 214.5 167.2
Other operating expenses 463.4 419.7 384.9
-------- -------- --------
2,085.1 1,918.6 1,787.5
-------- -------- --------
Income before federal income tax expense 606.5 557.1 429.9
Federal income tax expense 201.4 190.4 150.2
-------- -------- --------
Net income $ 405.1 $ 366.7 $ 279.7
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Shareholder's Equity
Years ended December 31, 1999, 1998 and 1997
(in millions)
<TABLE>
<CAPTION>
Accumulated
Additional other Total
Common paid-in Retained comprehensive shareholder's
stock capital earnings income equity
-------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
December 31, 1996 $ 3.8 $ 527.9 $1,432.6 $173.6 $2,137.9
Comprehensive income:
Net income -- -- 279.7 -- 279.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 73.5 73.5
--------
Total comprehensive income 353.2
--------
Capital contribution -- 836.8 -- -- 836.8
--------
Dividend to shareholder -- (450.0) (400.0) -- (850.0)
------ -------- -------- ------ --------
December 31, 1997 3.8 914.7 1,312.3 247.1 2,477.9
Comprehensive income:
Net income -- -- 366.7 -- 366.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 28.5 28.5
--------
Total comprehensive income 395.2
--------
Dividend to shareholder -- -- (100.0) -- (100.0)
------ -------- -------- ------ --------
December 31, 1998 3.8 914.7 1,579.0 275.6 2,773.1
Comprehensive income:
Net income -- -- 405.1 -- 405.1
Net unrealized losses on securities
available-for-sale arising during
the year -- -- -- (315.0) (315.0)
--------
Total comprehensive income 90.1
--------
Capital contribution -- 26.4 87.9 23.5 137.8
--------
Dividends to shareholder -- (175.0) (61.0) -- (236.0)
------ -------- -------- ------ --------
December 31, 1999 $ 3.8 $ 766.1 $2,011.0 $(15.9) $2,765.0
====== ======== ======== ====== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Cash Flows
(in millions)
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 405.1 $ 366.7 $ 279.7
Adjustments to reconcile net income to net cash provided by operating
activities:
Interest credited to policyholder account balances 1,096.3 1,069.0 1,016.6
Capitalization of deferred policy acquisition costs (637.0) (584.2) (487.9)
Amortization of deferred policy acquisition costs 272.6 214.5 167.2
Amortization and depreciation 2.4 (8.5) (2.0)
Realized (gains) losses on invested assets, net 11.6 (28.4) (11.1)
Increase in accrued investment income (7.9) (8.2) (0.3)
Decrease (increase) in other assets 122.9 16.4 (12.7)
Decrease in policy liabilities (20.9) (8.3) (23.1)
Increase (decrease) in other liabilities 149.7 (34.8) 230.6
Other, net (8.6) (11.3) (10.9)
--------- --------- ---------
Net cash provided by operating activities 1,386.2 982.9 1,146.1
--------- --------- ---------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 2,307.9 1,557.0 993.4
Proceeds from sale of securities available-for-sale 513.1 610.5 574.5
Proceeds from repayments of mortgage loans on real estate 696.7 678.2 437.3
Proceeds from sale of real estate 5.7 103.8 34.8
Proceeds from repayments of policy loans and sale of other invested assets 40.9 23.6 22.7
Cost of securities available-for-sale acquired (3,724.9) (3,182.8) (2,828.1)
Cost of mortgage loans on real estate acquired (971.4) (829.1) (752.2)
Cost of real estate acquired (14.2) (0.8) (24.9)
Short-term investments, net (27.5) 69.3 (354.8)
Other, net (110.9) (88.4) (62.5)
--------- --------- ---------
Net cash used in investing activities (1,284.6) (1,058.7) (1,959.8)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from capital contributions -- -- 836.8
Cash dividends paid (188.5) (100.0) --
Increase in investment product and universal life insurance
product account balances 3,799.4 2,682.1 2,488.5
Decrease in investment product and universal life insurance
product account balances (3,711.1) (2,678.5) (2,379.8)
--------- --------- ---------
Net cash used in financing activities (100.2) (96.4) 945.5
--------- --------- ---------
Net increase (decrease) in cash 1.4 (172.2) 131.8
Cash, beginning of year 3.4 175.6 43.8
--------- --------- ---------
Cash, end of year $ 4.8 $ 3.4 $ 175.6
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 1999, 1998 and 1997
(1) Organization and Description of Business
Nationwide Life Insurance Company (NLIC) is a leading provider of
long-term savings and retirement products in the United States and is a
wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).
The Company develops and sells a diverse range of products including
variable annuities, fixed annuities and life insurance as well as
investment management and administrative services. NLIC markets its
products through a broad network of distribution channels, including
independent broker/dealers, national and regional brokerage firms,
financial institutions, pension plan administrators, life insurance
specialists, Nationwide Retirement Solutions sales representatives, and
Nationwide agents.
Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
Insurance Company (NLAIC), Nationwide Advisory Services, Inc., and
Nationwide Investment Services Corporation. NLIC and its subsidiaries
are collectively referred to as "the Company."
(2) Summary of Significant Accounting Policies
The significant accounting policies followed by the Company that
materially affect financial reporting are summarized below. The
accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles, which differ
from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for NLIC and NLAIC, filed
with the Department of Insurance of the State of Ohio (the Department),
are prepared on the basis of accounting practices prescribed or
permitted by the Department. Prescribed statutory accounting practices
include a variety of publications of the National Association of
Insurance Commissioners (NAIC), as well as state laws, regulations and
general administrative rules. Permitted statutory accounting practices
encompass all accounting practices not so prescribed. The Company has
no material permitted statutory accounting practices.
In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent
assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ significantly from those
estimates.
The most significant estimates include those used in determining
deferred policy acquisition costs, valuation allowances for mortgage
loans on real estate and real estate investments and the liability for
future policy benefits and claims. Although some variability is
inherent in these estimates, management believes the amounts provided
are adequate.
(a) Consolidation Policy
The consolidated financial statements include the accounts of NLIC
and its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(b) Valuation of Investments and Related Gains and Losses
The Company is required to classify its fixed maturity securities
and equity securities as either held-to-maturity,
available-for-sale or trading. Fixed maturity securities are
classified as held-to-maturity when the Company has the positive
intent and ability to hold the securities to maturity and are
stated at amortized cost. Fixed maturity securities not classified
as held-to-maturity and all equity securities are classified as
available-for-sale and are stated at fair value, with the
unrealized gains and losses, net of adjustments to deferred policy
acquisition costs and deferred federal income tax, reported as a
separate component of accumulated other comprehensive income in
shareholder's equity. The adjustment to deferred policy
acquisition costs represents the change in amortization of
deferred policy acquisition costs that would have been required as
a charge or credit to operations had such unrealized amounts been
realized. The Company has no fixed maturity securities classified
as held-to-maturity or trading as of December 31, 1999 or 1998.
Mortgage loans on real estate are carried at the unpaid principal
balance less valuation allowances. The Company provides valuation
allowances for impairments of mortgage loans on real estate based
on a review by portfolio managers. The measurement of impaired
loans is based on the present value of expected future cash flows
discounted at the loan's effective interest rate or, as a
practical expedient, at the fair value of the collateral, if the
loan is collateral dependent. Loans in foreclosure and loans
considered to be impaired are placed on non-accrual status.
Interest received on non-accrual status mortgage loans on real
estate is included in interest income in the period received.
Real estate is carried at cost less accumulated depreciation and
valuation allowances. Other long-term investments are carried on
the equity basis, adjusted for valuation allowances. Impairment
losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the
assets' carrying amount.
Realized gains and losses on the sale of investments are
determined on the basis of specific security identification.
Estimates for valuation allowances and other than temporary
declines are included in realized gains and losses on investments.
(c) Revenues and Benefits
Investment Products and Universal Life Insurance Products:
Investment products consist primarily of individual and group
variable and fixed deferred annuities. Universal life insurance
products include universal life insurance, variable universal life
insurance, corporate owned life insurance and other
interest-sensitive life insurance policies. Revenues for
investment products and universal life insurance products consist
of net investment income, asset fees, cost of insurance, policy
administration and surrender charges that have been earned and
assessed against policy account balances during the period. Policy
benefits and claims that are charged to expense include interest
credited to policy account balances and benefits and claims
incurred in the period in excess of related policy account
balances.
Traditional Life Insurance Products: Traditional life insurance
products include those products with fixed and guaranteed premiums
and benefits and consist primarily of whole life insurance,
limited-payment life insurance, term life insurance and certain
annuities with life contingencies. Premiums for traditional life
insurance products are recognized as revenue when due. Benefits
and expenses are associated with earned premiums so as to result
in recognition of profits over the life of the contract. This
association is accomplished by the provision for future policy
benefits and the deferral and amortization of policy acquisition
costs.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(d) Deferred Policy Acquisition Costs
The costs of acquiring new business, principally commissions,
certain expenses of the policy issue and underwriting department
and certain variable sales expenses have been deferred. For
investment products and universal life insurance products,
deferred policy acquisition costs are being amortized with
interest over the lives of the policies in relation to the present
value of estimated future gross profits from projected interest
margins, asset fees, cost of insurance, policy administration and
surrender charges. For years in which gross profits are negative,
deferred policy acquisition costs are amortized based on the
present value of gross revenues. Deferred policy acquisition costs
are adjusted to reflect the impact of unrealized gains and losses
on fixed maturity securities available-for-sale as described in
note 2(b). For traditional life insurance products, these deferred
policy acquisition costs are predominantly being amortized with
interest over the premium paying period of the related policies in
proportion to the ratio of actual annual premium revenue to the
anticipated total premium revenue. Such anticipated premium
revenue was estimated using the same assumptions as were used for
computing liabilities for future policy benefits.
(e) Separate Accounts
Separate account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. For all but $915.4 million of separate
account assets, the investment income and gains or losses of these
accounts accrue directly to the contractholders. The activity of
the separate accounts is not reflected in the consolidated
statements of income and cash flows except for the fees the
Company receives.
(f) Future Policy Benefits
Future policy benefits for investment products in the accumulation
phase, universal life insurance and variable universal life
insurance policies have been calculated based on participants'
contributions plus interest credited less applicable contract
charges. The average interest rate credited on investment product
policy reserves was 5.6%, 6.0% and 6.1% for the years ended
December 31, 1999, 1998 and 1997, respectively.
Future policy benefits for traditional life insurance policies
have been calculated by the net level premium method using
interest rates varying from 6.0% to 10.5% and estimates of
mortality, morbidity, investment yields and withdrawals which were
used or which were being experienced at the time the policies were
issued, rather than the assumptions prescribed by state regulatory
authorities.
<PAGE> 9
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(g) Participating Business
Participating business represents approximately 29% in 1999 (40%
in 1998 and 50% in 1997) of the Company's life insurance in force,
69% in 1999 (74% in 1998 and 77% in 1997) of the number of life
insurance policies in force, and 13% in 1999 (14% in 1998 and 27%
in 1997) of life insurance statutory premiums. The provision for
policyholder dividends is based on current dividend scales and is
included in "Future policy benefits and claims" in the
accompanying consolidated balance sheets.
(h) Federal Income Tax
The Company files a consolidated federal income tax return with
Nationwide Mutual Insurance Company (NMIC), the majority
shareholder of Nationwide Corp. The members of the consolidated
tax return group have a tax sharing arrangement which provides, in
effect, for each member to bear essentially the same federal
income tax liability as if separate tax returns were filed.
The Company utilizes the asset and liability method of accounting
for income tax. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. Under this method, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Valuation allowances are established when necessary to reduce the
deferred tax assets to the amounts expected to be realized.
(i) Reinsurance Ceded
Reinsurance premiums ceded and reinsurance recoveries on benefits
and claims incurred are deducted from the respective income and
expense accounts. Assets and liabilities related to reinsurance
ceded are reported on a gross basis.
(j) Recently Issued Accounting Pronouncements
In March 1998, The American Institute of Certified Public
Accountant's Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The
SOP, which has been adopted prospectively as of January 1, 1999,
requires the capitalization of certain costs incurred in
connection with developing or obtaining internal use software.
Prior to the adoption of SOP 98-1, the Company expensed internal
use software related costs as incurred. The effect of adopting the
SOP was to increase net income for 1999 by $8.3 million.
In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (FAS 133). FAS 133 establishes accounting
and reporting standards for derivative instruments and for hedging
activities. Contracts that contain embedded derivatives, such as
certain investment and insurance contracts, are also addressed by
the Statement. FAS 133 requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. In
July 1999 the FASB issued Statement No. 137 which delayed the
effective date of FAS 133 to fiscal years beginning after June 15,
2000. The Company plans to adopt this Statement in first quarter
2001 and is currently evaluating the impact on results of
operations and financial condition.
(k) Reclassification
Certain items in the 1998 and 1997 consolidated financial
statements have been reclassified to conform to the 1999
presentation.
<PAGE> 10
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(3) Investments
The amortized cost, gross unrealized gains and losses and estimated
fair value of securities available-for-sale as of December 31, 1999 and
1998 were:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
(in millions) cost gains losses fair value
--------- ------ ------- ---------
<S> <C> <C> <C> <C>
December 31, 1999:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 428.4 $ 23.4 $ (2.4) $ 449.4
Obligations of states and political subdivisions 0.8 -- -- 0.8
Debt securities issued by foreign governments 110.6 0.6 (0.8) 110.4
Corporate securities 11,414.7 118.9 (218.6) 11,315.0
Mortgage-backed securities 3,422.8 25.8 (30.2) 3,418.4
--------- ------ ------- ---------
Total fixed maturity securities 15,377.3 168.7 (252.0) 15,294.0
Equity securities 84.9 12.4 (4.4) 92.9
--------- ------ ------- ---------
$15,462.2 $181.1 $(256.4) $15,386.9
========= ====== ======= =========
December 31, 1998:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 255.9 $ 13.0 $ -- $ 268.9
Obligations of states and political subdivisions 1.6 -- -- 1.6
Debt securities issued by foreign governments 106.5 4.5 -- 111.0
Corporate securities 9,899.6 423.2 (18.7) 10,304.1
Mortgage-backed securities 3,457.7 104.2 (2.4) 3,559.5
--------- ------ ------- ---------
Total fixed maturity securities 13,721.3 544.9 (21.1) 14,245.1
Equity securities 110.4 18.3 (1.5) 127.2
--------- ------ ------- ---------
$13,831.7 $563.2 $ (22.6) $14,372.3
========= ====== ======= =========
</TABLE>
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1999, by expected
maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
(in millions) cost fair value
--------- ---------
<S> <C> <C>
Fixed maturity securities available for sale:
Due in one year or less $ 847.0 $ 847.0
Due after one year through five years 5,240.5 5,205.7
Due after five years through ten years 5,046.9 5,005.2
Due after ten years 4,242.9 4,236.1
--------- ---------
$15,377.3 $15,294.0
========= =========
</TABLE>
<PAGE> 11
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The components of unrealized (losses) gains on securities
available-for-sale, net, were as follows as of December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998
------ -------
<S> <C> <C>
Gross unrealized (losses) gains $(75.3) $ 540.6
Adjustment to deferred policy acquisition costs 50.9 (116.6)
Deferred federal income tax 8.5 (148.4)
------ -------
$(15.9) $ 275.6
====== =======
</TABLE>
An analysis of the change in gross unrealized (losses) gains on
securities available-for-sale for the years ended December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
------- ----- ------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(607.1) $52.6 $137.5
Equity securities (8.8) 4.2 (2.7)
------- ----- ------
$(615.9) $56.8 $134.8
======= ===== ======
</TABLE>
Proceeds from the sale of securities available-for-sale during 1999,
1998 and 1997 were $513.1 million, $610.5 million and $574.5 million,
respectively. During 1999, gross gains of $10.4 million ($9.0 million
and $9.9 million in 1998 and 1997, respectively) and gross losses of
$28.0 million ($7.6 million and $18.0 million in 1998 and 1997,
respectively) were realized on those sales. In addition, gross gains of
$15.1 million and gross losses of $0.7 million were realized in 1997
when the Company paid a dividend to NFS, which then made an equivalent
dividend to Nationwide Corp., consisting of securities having an
aggregate fair value of $850.0 million.
The Company had $15.6 million of real estate investments at December
31, 1999 that were non-income producing the preceding twelve months.
During 1998 the Company had investments of $42.4 million that were
non-income producing, which consisted of $32.7 million of securities
available-for-sale and $9.7 million of real estate.
Real estate is presented at cost less accumulated depreciation of $24.8
million as of December 31, 1999 ($21.5 million as of December 31, 1998)
and valuation allowances of $5.5 million as of December 31, 1999 ($5.4
million as of December 31, 1998).
The recorded investment of mortgage loans on real estate considered to
be impaired was $3.7 million as of both December 31, 1999 and 1998. No
valuation allowance has been recorded for these loans as of December
31, 1999 or 1998. During 1999, the average recorded investment in
impaired mortgage loans on real estate was approximately $3.7 million
($9.1 million in 1998) and there was no interest income recognized on
those loans. Interest income recognized on impaired loans was $0.3
million in 1998 which is equal to interest income recognized using a
cash-basis method of income recognition.
<PAGE> 12
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Allowance, beginning of year $42.4 $42.5 $51.0
Additions (reductions) charged to operations 0.7 (0.1) (1.2)
Direct write-downs charged against the allowance -- -- (7.3)
Allowance on acquired mortgage loans 1.3 -- --
----- ----- -----
Allowance, end of year $44.4 $42.4 $42.5
===== ===== =====
</TABLE>
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $1,031.3 $ 982.5 $ 911.6
Equity securities 2.5 0.8 0.8
Mortgage loans on real estate 460.4 458.9 457.7
Real estate 28.8 40.4 42.9
Short-term investments 18.6 17.8 22.7
Other 26.5 30.7 21.0
-------- -------- --------
Total investment income 1,568.1 1,531.1 1,456.7
Less investment expenses 47.3 49.5 47.5
-------- -------- --------
Net investment income $1,520.8 $1,481.6 $1,409.2
======== ======== ========
</TABLE>
An analysis of realized gains (losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
------- ----- -----
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(25.0) $(0.7) $ 3.6
Equity securities 7.4 2.1 2.7
Mortgage loans on real estate (0.6) 3.9 1.6
Real estate and other 6.6 23.1 3.2
------ ----- -----
$(11.6) $28.4 $11.1
====== ===== =====
</TABLE>
Fixed maturity securities with an amortized cost of $9.1 million as of
December 31, 1999 and $6.5 million as of December 31, 1998 were on
deposit with various regulatory agencies as required by law.
(4) Derivative Financial Instruments
The Company uses derivative financial instruments, principally interest
rate swaps, interest rate futures contracts and foreign currency swaps,
to manage market risk exposures associated with changes in interest
rates and foreign currency exchange rates. Provided they meet specific
criteria, interest rate swaps and futures are considered hedges and are
accounted for under the accrual method and deferral method,
respectively. The Company has no significant derivative positions that
are not considered hedges.
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Interest rate swaps are primarily used to convert specific investment
securities and interest bearing policy liabilities from a fixed-rate to
a floating-rate basis. Amounts receivable or payable under these
agreements are recognized as an adjustment to net investment income or
interest credited to policyholder account balances consistent with the
nature of the hedged item. The changes in fair value of the interest
rate swap agreements are not recognized on the balance sheet, except
for interest rate swaps designated as hedges of fixed maturity
securities available-for-sale, for which changes in fair values are
reported in accumulated other comprehensive income.
Interest rate futures contracts are primarily used to hedge the risk of
adverse interest rate changes related to the Company's mortgage loan
commitments and anticipated purchases of fixed rate investments. Gains
and losses are deferred and, at the time of closing, reflected as an
adjustment to the carrying value of the related mortgage loans or
investments. The carrying value adjustments are amortized into net
investment income over the life of the related mortgage loans or
investments.
Foreign currency swaps are used to convert cash flows from specific
policy liabilities and investments denominated in foreign currencies
into U.S. dollars at specified exchange rates. Gains and losses on
foreign currency swaps are recorded in earnings based on the related
spot foreign exchange rate at the end of the reporting period. Gains
and losses on these contracts offset those recorded as a result of
translating the hedged foreign currency denominated liabilities and
investments to U.S. dollars.
The following table summarizes the notional amount of derivative
financial instruments classified as hedges outstanding as of December
31, 1999. Prior to 1999 the Company's activities in derivatives were
not significant.
<TABLE>
<CAPTION>
(in millions)
-------------
<S> <C>
Interest rate swaps
Pay fixed/receive variable rate swaps hedging investments $362.7
Pay variable/receive fixed rate swaps hedging investments $ 28.5
Other contracts hedging investments $ 19.1
Pay variable/receive fixed rate swaps hedging liabilities $577.2
Foreign currency swaps
Hedging foreign currency denominated investments $ 14.8
Hedging foreign currency denominated liabilities $577.2
Interest rate futures contracts $781.6
</TABLE>
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(5) Federal Income Tax
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1999
and 1998 are as follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998
---- ----
<S> <C> <C>
Deferred tax assets:
Fixed maturity securities $ 5.3 $ --
Future policy benefits 149.5 207.7
Liabilities in separate accounts 373.6 319.9
Mortgage loans on real estate and real estate 18.5 17.5
Other assets and other liabilities 51.1 58.9
----- ------
Total gross deferred tax assets 598.0 604.0
Less valuation allowance (7.0) (7.0)
----- ------
Net deferred tax assets 591.0 597.0
----- ------
Deferred tax liabilities:
Deferred policy acquisition costs 724.4 568.7
Fixed maturity securities -- 212.2
Deferred tax on realized investment gains 34.7 34.8
Equity securities and other long-term investments 10.8 9.6
Other 26.5 21.6
------ ------
Total gross deferred tax liabilities 796.4 846.9
------ ------
Net deferred tax liability $205.4 $249.9
====== ======
</TABLE>
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion of the
total gross deferred tax assets will not be realized. Nearly all future
deductible amounts can be offset by future taxable amounts or recovery
of federal income tax paid within the statutory carryback period. There
has been no change in the valuation allowance for the years ended
December 31, 1999, 1998 and 1997.
The Company's current federal income tax liability was $104.7 million
and $72.8 million as of December 31, 1999 and 1998, respectively.
Federal income tax expense for the years ended December 31 was as
follows:
(in millions) 1999 1998 1997
------ ------ ------
Currently payable $ 53.6 $186.1 $121.7
Deferred tax expense 147.8 4.3 28.5
------ ------ ------
$201.4 $190.4 $150.2
====== ====== ======
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Total federal income tax expense for the years ended December 31, 1999,
1998 and 1997 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------------- ---------------- ----------------
(in millions) Amount % Amount % Amount %
------ ---- ------ ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $212.3 35.0 $195.0 35.0 $150.5 35.0
Tax exempt interest and dividends
received deduction (7.3) (1.2) (4.9) (0.9) -- --
Income tax credits (4.3) (0.7) -- -- -- --
Other, net 0.7 0.1 0.3 0.1 (0.3) (0.1)
------ ---- ------ ---- ------ ----
Total (effective rate of each year) $201.4 33.2 $190.4 34.2 $150.2 34.9
====== ==== ====== ==== ====== ====
</TABLE>
Total federal income tax paid was $29.8 million, $173.4 million and
$91.8 million during the years ended December 31, 1999, 1998 and 1997,
respectively.
(6) Comprehensive Income
Comprehensive Income includes net income as well as certain items that
are reported directly within separate components of shareholder's
equity that bypass net income. Currently, the Company's only component
of Other Comprehensive Income is unrealized gains (losses) on
securities available-for-sale. The related before and after federal tax
amounts are as follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
------- ------ ------
<S> <C> <C> <C>
Unrealized gains (losses) on securities available-for-sale
arising during the period:
Gross $(665.3) $ 58.2 $141.1
Adjustment to deferred policy acquisition costs 167.5 (12.9) (21.8)
Related federal income tax (expense) benefit 171.4 (15.9) (41.7)
------- ------ ------
Net (326.4) 29.4 77.6
------- ------ ------
Reclassification adjustment for net (gains) losses on
securities available-for-sale realized during the
period:
Gross 17.6 (1.4) (6.3)
Related federal income tax expense (benefit) (6.2) 0.5 2.2
------- ------ ------
Net 11.4 (0.9) (4.1)
------- ------ ------
Total Other Comprehensive Income $(315.0) $ 28.5 $ 73.5
======= ====== ======
</TABLE>
(7) Fair Value of Financial Instruments
The following disclosures summarize the carrying amount and estimated
fair value of the Company's financial instruments. Certain assets and
liabilities are specifically excluded from the disclosure requirements
of financial instruments. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The fair value of a financial instrument is defined as the amount at
which the financial instrument could be exchanged in a current
transaction between willing parties. In cases where quoted market
prices are not available, fair value is to be based on estimates using
present value or other valuation techniques. Many of the Company's
assets and liabilities subject to the disclosure requirements are not
actively traded, requiring fair values to be estimated by management
using present value or other valuation techniques. These techniques are
significantly affected by the assumptions used, including the discount
rate and estimates of future cash flows. Although fair value estimates
are calculated using assumptions that management believes are
appropriate, changes in assumptions could cause these estimates to vary
materially. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases,
could not be realized in the immediate settlement of the instruments.
Although insurance contracts, other than policies such as annuities
that are classified as investment contracts, are specifically exempted
from the disclosure requirements, estimated fair value of policy
reserves on life insurance contracts is provided to make the fair value
disclosures more meaningful.
The tax ramifications of the related unrealized gains and losses can
have a significant effect on fair value estimates and have not been
considered in the estimates.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures:
Fixed maturity and equity securities: The fair value for fixed
maturity securities is based on quoted market prices, where
available. For fixed maturity securities not actively traded, fair
value is estimated using values obtained from independent pricing
services or, in the case of private placements, is estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the
investments. The fair value for equity securities is based on
quoted market prices. The carrying amount and fair value for fixed
maturity and equity securities exclude the fair value of
derivatives contracts designated as hedges of fixed maturity and
equity securities.
Mortgage loans on real estate, net: The fair value for mortgage
loans on real estate is estimated using discounted cash flow
analyses, using interest rates currently being offered for similar
loans to borrowers with similar credit ratings. Loans with similar
characteristics are aggregated for purposes of the calculations.
Fair value for mortgage loans in default is the estimated fair
value of the underlying collateral.
Policy loans, short-term investments and cash: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
Separate account assets and liabilities: The fair value of assets
held in separate accounts is based on quoted market prices. The
fair value of liabilities related to separate accounts is the
amount payable on demand, which is net of certain surrender
charges.
Investment contracts: The fair value for the Company's liabilities
under investment type contracts is disclosed using two methods.
For investment contracts without defined maturities, fair value is
the amount payable on demand. For investment contracts with known
or determined maturities, fair value is estimated using discounted
cash flow analysis. Interest rates used are similar to currently
offered contracts with maturities consistent with those remaining
for the contracts being valued.
<PAGE> 17
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Policy reserves on life insurance contracts: Included are
disclosures for individual life insurance, universal life
insurance and supplementary contracts with life contingencies for
which the estimated fair value is the amount payable on demand.
Also included are disclosures for the Company's limited payment
policies, which the Company has used discounted cash flow analyses
similar to those used for investment contracts with known
maturities to estimate fair value.
Commitments to extend credit: Commitments to extend credit have
nominal fair value because of the short-term nature of such
commitments. See note 8.
Futures contracts: The fair value for futures contracts is based
on quoted market prices.
Interest rate and foreign currency swaps: The fair value for
interest rate and foreign currency swaps are calculated with
pricing models using current rate assumptions.
Carrying amount and estimated fair value of financial instruments
subject to disclosure requirements and policy reserves on life
insurance contracts were as follows as of December 31:
<TABLE>
<CAPTION>
1999 1998
------------------------ -------------------------
Carrying Estimated Carrying Estimated
(in millions) amount fair value amount fair value
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Assets:
Investments:
Securities available-for-sale:
Fixed maturity securities $15,294.0 $15,294.0 $14,245.1 $14,245.1
Equity securities 92.9 92.9 128.5 128.5
Mortgage loans on real estate, net 5,786.3 5,745.5 5,328.4 5,527.6
Policy loans 519.6 519.6 464.3 464.3
Short-term investments 416.0 416.0 289.1 289.1
Cash 4.8 4.8 3.4 3.4
Assets held in separate accounts 67,135.1 67,135.1 50,935.8 50,935.8
Liabilities:
Investment contracts (16,977.7) (16,428.6) (15,468.7) (15,158.6)
Policy reserves on life insurance contracts (4,883.9) (4,607.9) (3,914.0) (3,768.9)
Liabilities related to separate accounts (67,135.1) (66,318.7) (50,935.8) (49,926.5)
Derivative financial instruments:
Interest rate swaps hedging assets 4.3 4.3 - -
Interest rate swaps hedging liabilities - (24.2) - -
Foreign currency swaps (11.8) (11.8) - -
Futures contracts 1.3 1.3 (1.3) (1.3)
</TABLE>
(8) Risk Disclosures
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
Credit Risk: The risk that issuers of securities owned by the Company
or mortgagors on mortgage loans on real estate owned by the Company
will default or that other parties, including reinsurers, which owe the
Company money, will not pay. The Company minimizes this risk by
adhering to a conservative investment strategy, by maintaining
reinsurance and credit and collection policies and by providing for any
amounts deemed uncollectible.
<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Interest Rate Risk: The risk that interest rates will change and cause
a decrease in the value of an insurer's investments. This change in
rates may cause certain interest-sensitive products to become
uncompetitive or may cause disintermediation. The Company mitigates
this risk by charging fees for non-conformance with certain policy
provisions, by offering products that transfer this risk to the
purchaser, and/or by attempting to match the maturity schedule of its
assets with the expected payouts of its liabilities. To the extent that
liabilities come due more quickly than assets mature, an insurer would
have to borrow funds or sell assets prior to maturity and potentially
recognize a gain or loss.
Legal/Regulatory Risk: The risk that changes in the legal or regulatory
environment in which an insurer operates will result in increased
competition, reduced demand for a company's products, or create
additional expenses not anticipated by the insurer in pricing its
products. The Company mitigates this risk by offering a wide range of
products and by operating throughout the United States, thus reducing
its exposure to any single product or jurisdiction, and also by
employing underwriting practices which identify and minimize the
adverse impact of this risk.
Financial Instruments with Off-Balance-Sheet Risk: The Company is a
party to financial instruments with off-balance-sheet risk in the
normal course of business through management of its investment
portfolio. These financial instruments include commitments to extend
credit in the form of loans and derivative financial instruments. These
instruments involve, to varying degrees, elements of credit risk in
excess of amounts recognized on the consolidated balance sheets.
Commitments to fund fixed rate mortgage loans on real estate are
agreements to lend to a borrower, and are subject to conditions
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment
of a deposit. Commitments extended by the Company are based on
management's case-by-case credit evaluation of the borrower and the
borrower's loan collateral. The underlying mortgage property represents
the collateral if the commitment is funded. The Company's policy for
new mortgage loans on real estate is to lend no more than 75% of
collateral value. Should the commitment be funded, the Company's
exposure to credit loss in the event of nonperformance by the borrower
is represented by the contractual amounts of these commitments less the
net realizable value of the collateral. The contractual amounts also
represent the cash requirements for all unfunded commitments.
Commitments on mortgage loans on real estate of $216.2 million
extending into 2000 were outstanding as of December 31, 1999. The
Company also had $28.0 million of commitments to purchase fixed
maturity securities outstanding as of December 31, 1999.
Notional amounts of derivative financial instruments, primarily
interest rate swaps, interest rate futures contracts and foreign
currency swaps, significantly exceed the credit risk associated with
these instruments and represent contractual balances on which
calculations of amounts to be exchanged are based. Credit exposure is
limited to the sum of the aggregate fair value of positions that have
become favorable to NLIC, including accrued interest receivable due
from counterparties. Potential credit losses are minimized through
careful evaluation of counterparty credit standing, selection of
counterparties from a limited group of high quality institutions,
collateral agreements and other contract provisions. At December 31,
1999, NLIC's credit risk from these derivative financial instruments
was $6.1 million.
Significant Concentrations of Credit Risk: The Company grants mainly
commercial mortgage loans on real estate to customers throughout the
United States. The Company has a diversified portfolio with no more
than 23% (22% in 1998) in any geographic area and no more than 2% (2%
in 1998) with any one borrower as of December 31, 1999. As of December
31, 1999, 39% (42% in 1998) of the remaining principal balance of the
Company's commercial mortgage loan portfolio financed retail
properties.
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Reinsurance: The Company has entered into a reinsurance contract to
cede a portion of its general account individual annuity business to
The Franklin Life Insurance Company (Franklin). Total recoveries due
from Franklin were $143.6 million and $187.9 million as of December 31,
1999 and 1998, respectively. The contract is immaterial to the
Company's results of operations. The ceding of risk does not discharge
the original insurer from its primary obligation to the policyholder.
Under the terms of the contract, Franklin has established a trust as
collateral for the recoveries. The trust assets are invested in
investment grade securities, the market value of which must at all
times be greater than or equal to 102% of the reinsured reserves.
(9) Pension Plan and Postretirement Benefits Other Than Pensions
The Company is a participant, together with other affiliated companies,
in a pension plan covering all employees who have completed at least
one year of service. The Company funds pension costs accrued for direct
employees plus an allocation of pension costs accrued for employees of
affiliates whose work efforts benefit the Company. Assets of the
Retirement Plan are invested in group annuity contracts of NLIC.
Pension cost (benefit) charged to operations by the Company during the
years ended December 31, 1999, 1998 and 1997 were $(8.3) million, $2.0
million and $7.5 million, respectively. The Company has recorded a
prepaid pension asset of $13.3 million and $5.0 million as of December
31, 1999 and 1998, respectively.
In addition to the defined benefit pension plan, the Company, together
with other affiliated companies, participates in life and health care
defined benefit plans for qualifying retirees. Postretirement life and
health care benefits are contributory and generally available to full
time employees who have attained age 55 and have accumulated 15 years
of service with the Company after reaching age 40. Postretirement
health care benefit contributions are adjusted annually and contain
cost-sharing features such as deductibles and coinsurance. In addition,
there are caps on the Company's portion of the per-participant cost of
the postretirement health care benefits. These caps can increase
annually, but not more than three percent. The Company's policy is to
fund the cost of health care benefits in amounts determined at the
discretion of management. Plan assets are invested primarily in group
annuity contracts of NLIC.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation (APBO), however, certain affiliated
companies elected to amortize their initial transition obligation over
periods ranging from 10 to 20 years.
The Company's accrued postretirement benefit expense as of December 31,
1999 and 1998 was $49.6 million and $40.1 million, respectively, and
the net periodic postretirement benefit cost (NPPBC) for 1999, 1998 and
1997 was $4.9 million, $4.1 million and $3.0 million, respectively.
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Information regarding the funded status of the pension plan as a whole
and the postretirement life and health care benefit plan as a whole as
of December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
------------------ -----------------------
(in millions) 1999 1998 1999 1998
--------------------------------------------------------- -------- -------- ------- -------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $2,185.0 $2,033.8 $ 270.1 $ 237.9
Service cost 80.0 87.6 14.2 9.8
Interest cost 109.9 123.4 17.6 15.4
Actuarial (gain) loss (95.0) 123.2 (64.4) 15.6
Plan settlement in 1999/curtailment in 1998 (396.1) (107.2) -- --
Benefits paid (72.4) (75.8) (11.0) (8.6)
Acquired companies -- -- 13.3 --
-------- -------- ------- -------
Benefit obligation at end of year 1,811.4 2,185.0 239.8 270.1
-------- -------- ------- -------
Change in plan assets:
Fair value of plan assets at beginning of year 2,541.9 2,212.9 77.9 69.2
Actual return on plan assets 161.8 300.7 3.5 5.0
Employer contribution 12.4 104.1 20.9 12.1
Plan settlement (396.1) -- -- --
Benefits paid (72.4) (75.8) (11.0) (8.4)
-------- -------- ------- -------
Fair value of plan assets at end of year 2,247.6 2,541.9 91.3 77.9
-------- -------- ------- -------
Funded status 436.2 356.9 (148.5) (192.2)
Unrecognized prior service cost 28.2 31.5 -- --
Unrecognized net (gains) losses (402.0) (345.7) (46.7) 16.0
Unrecognized net (asset) obligation at transition (7.7) (11.0) 1.1 1.3
-------- -------- ------- -------
Prepaid (accrued) benefit cost $ 54.7 $ 31.7 $(194.1) $(174.9)
======== ======== ======= =======
</TABLE>
<PAGE> 21
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Basis for measurements, funded status of the pension plan and
postretirement life and health care benefit plan:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
---------------- -----------------------
1999 1998 1999 1998
---- ---- ------- ------
<S> <C> <C>
Weighted average discount rate 7.00% 5.50% 7.80% 6.65%
Rate of increase in future compensation levels 5.25% 3.75% -- --
Assumed health care cost trend rate:
Initial rate -- -- 15.00% 15.00%
Ultimate rate -- -- 5.50% 8.00%
Uniform declining period -- -- 5 Years 15 Years
</TABLE>
The net periodic pension cost for the pension plan as a whole for the
years ended December 31, 1999, 1998 and 1997 follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
-------------------------------------------------------------------------------- ----------- ------------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 80.0 $ 87.6 $ 77.3
Interest cost on projected benefit obligation 109.9 123.4 118.6
Expected return on plan assets (160.3) (159.0) (139.0)
Recognized gains (9.1) (3.8) --
Amortization of prior service cost 3.2 3.2 3.2
Amortization of unrecognized transition obligation (asset) (1.4) 4.2 4.2
------- ------- --------
$ 22.3 $ 55.6 $ 64.3
======= ======= ========
</TABLE>
Effective December 31, 1998, Wausau Service Corporation (WSC) ended its
affiliation with Nationwide Insurance and employees of WSC ended
participation in the plan. A curtailment gain of $67.1 million resulted
(consisting of a $107.2 million reduction in the projected benefit
obligation, net of the write-off of the $40.1 million remaining
unamortized transition obligation related to WSC). During 1999, the
plan transferred assets to settle its obligation related to WSC
employees . A settlement gain of $32.9 million was recognized.
Basis for measurements, net periodic pension cost for the pension plan:
<TABLE>
<CAPTION>
1999 1998 1997
------ ----- -----
<S> <C> <C> <C>
Weighted average discount rate 6.08% 6.00% 6.50%
Rate of increase in future compensation levels 4.33% 4.25% 4.75%
Expected long-term rate of return on plan assets 7.33% 7.25% 7.25%
</TABLE>
<PAGE> 22
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The amount of NPPBC for the postretirement benefit plan as a whole for
the years ended December 31, 1999, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
------- ----------- -----------
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $14.2 $ 9.8 $ 7.0
Interest cost on accumulated postretirement benefit obligation 17.6 15.4 14.0
Actual return on plan assets (3.5) (5.0) (3.6)
Amortization of unrecognized transition obligation of affiliates 0.6 0.2 0.2
Net amortization and deferral (1.8) 1.2 (0.5)
----- ----- -----
$27.1 $21.6 $17.1
===== ===== =====
</TABLE>
Actuarial assumptions used for the measurement of the NPPBC for the
postretirement benefit plan for 1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------ ------
<S> <C> <C> <C>
Discount rate 6.65% 6.70% 7.25%
Long term rate of return on plan
assets, net of tax 7.15% 5.83% 5.89%
Assumed health care cost trend rate:
Initial rate 15.00% 12.00% 11.00%
Ultimate rate 5.50% 6.00% 6.00%
Uniform declining period 5 Years 12 Years 12 Years
</TABLE>
For the postretirement benefit plan as a whole, a one percentage point
increase or decrease in the assumed health care cost trend rate would
have no impact on the APBO as of December 31, 1999 and have no impact
on the NPPBC for the year ended December 31, 1999.
(10) Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
and Dividend Restrictions
Ohio, NLIC's and NLAIC's state of domicile, imposes minimum risk-based
capital requirements that were developed by the NAIC. The formulas for
determining the amount of risk-based capital specify various weighting
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. Regulatory compliance
is determined by a ratio of the company's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level
risk-based capital, as defined by the NAIC. Companies below specific
trigger points or ratios are classified within certain levels, each of
which requires specified corrective action. NLIC and NLAIC each exceed
the minimum risk-based capital requirements.
The statutory capital and surplus of NLIC as of December 31, 1999, 1998
and 1997 was $1.35 billion, $1.32 billion and $1.13 billion,
respectively. The statutory net income of NLIC for the years ended
December 31, 1999, 1998 and 1997 was $276.2 million, $171.0 million and
$111.7 million, respectively.
The Company is limited in the amount of shareholder dividends it may
pay without prior approval by the Department. As of December 31, 1999
$40.2 million of dividends could be paid by NLIC without prior
approval.
<PAGE> 23
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
In addition, the payment of dividends by NLIC may also be subject to
restrictions set forth in the insurance laws of New York that limit the
amount of statutory profits on NLIC's participating policies (measured
before dividends to policyholders) that can inure to the benefit of the
Company and its shareholder.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and shareholder dividends
in the future.
(11) Transactions With Affiliates
During second quarter 1999 the Company entered into a modified
coinsurance arrangement to reinsure the 1999 operating results of an
affiliated company, Employers Life Insurance Company of Wausau (ELOW)
retroactive to January 1, 1999. In September 1999, NFS acquired ELOW
for $120.8 million and immediately merged ELOW into NLIC terminating
the modified coinsurance arrangement. Because ELOW was an affiliate,
the Company accounted for the merger similar to poolings-of-interests;
however, prior period financial statements were not restated due to
immateriality. The reinsurance and merger combined contributed $1.46
million to year to date net income.
The Company has a reinsurance agreement with NMIC whereby all of the
Company's accident and health business is ceded to NMIC on a modified
coinsurance basis. The agreement covers individual accident and health
business for all periods presented and group and franchise accident and
health business since July 1, 1999. Either party may terminate the
agreement on January 1 of any year with prior notice. Prior to July 1,
1999 group and franchise accident and health business and a block of
group life insurance policies were ceded to ELOW under a modified
coinsurance agreement. Under a modified coinsurance agreement, invested
assets are retained by the ceding company and investment earnings are
paid to the reinsurer. Under the terms of the Company's agreements, the
investment risk associated with changes in interest rates is borne by
the reinsurer. Risk of asset default is retained by the Company,
although a fee is paid to the Company for the retention of such risk.
The ceding of risk does not discharge the original insurer from its
primary obligation to the policyholder. The Company believes that the
terms of the modified coinsurance agreements are consistent in all
material respects with what the Company could have obtained with
unaffiliated parties. Revenues ceded to NMIC and ELOW for the years
ended December 31, 1999, 1998 and 1997 were $193.0 million, $216.9
million, and $315.3 million, respectively, while benefits, claims and
expenses ceded were $216.9 million, $259.3 million, and $326.6 million,
respectively.
Pursuant to a cost sharing agreement among NMIC and certain of its
direct and indirect subsidiaries, including the Company, NMIC provides
certain operational and administrative services, such as sales support,
advertising, personnel and general management services, to those
subsidiaries. Expenses covered by such agreement are subject to
allocation among NMIC and such subsidiaries. Measures used to allocate
expenses among companies include individual employee estimates of time
spent, special cost studies, salary expense, commission expense and
other methods agreed to by the participating companies that are within
industry guidelines and practices. In addition, beginning in 1999
Nationwide Services Company, a subsidiary of NMIC, provides computer,
telephone, mail, employee benefits administration, and other services
to NMIC and certain of its direct and indirect subsidiaries, including
the Company, based on specified rates for units of service consumed.
For the years ended December 31, 1999, 1998 and 1997, the Company made
payments to NMIC and Nationwide Services Company totaling $124.1
million, $95.0 million, and $85.8 million, respectively. In addition,
the Company does not believe that expenses recognized under these
agreements are materially different than expenses that would have been
recognized had the Company operated on a stand-alone basis.
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1999, 1998 and 1997, the
Company made lease payments to NMIC and its subsidiaries of $9.9
million, $8.0 million and $8.4 million, respectively.
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The Company also participates in intercompany repurchase agreements
with affiliates whereby the seller will transfer securities to the
buyer at a stated value. Upon demand or a stated period, the securities
will be repurchased by the seller at the original sales price plus a
price differential. Transactions under the agreements during 1999 and
1998 were not material. The Company believes that the terms of the
repurchase agreements are materially consistent with what the Company
could have obtained with unaffiliated parties.
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC), an affiliate, under which
NCMC acts as a common agent in handling the purchase and sale of
short-term securities for the respective accounts of the participants.
Amounts on deposit with NCMC were $411.7 million and $248.4 million as
of December 31, 1999 and 1998, respectively, and are included in
short-term investments on the accompanying consolidated balance sheets.
As part of certain restructuring activities that occurred prior to the
March 1997 IPO, the Company paid a dividend valued at $485.7 million to
Nationwide Corp. on January 1, 1997 consisting of the outstanding
shares of common stock of ELOW, National Casualty Company (NCC) and
West Coast Life Insurance Company (WCLIC). Also, on February 24, 1997,
the Company paid a dividend to NFS, and NFS paid an equivalent dividend
to Nationwide Corp., consisting of securities having an aggregate fair
value of $850.0 million. The Company recognized a gain of $14.4 million
on the transfer of securities.
Certain annuity products are sold through three affiliated companies,
which are also subsidiaries of NFS. Total commissions and fees paid to
these affiliates for the three years ended December 31, 1999 were $56.0
million, $60.0 million and $66.1 million, respectively.
(12) Bank Lines of Credit
NFS, NLIC and NMIC are parties to a $600.0 million revolving credit
facility which provides for a $600.0 million loan over a five year term
on a fully revolving basis with a group of national financial
institutions. The credit facility provides for several and not joint
liability with respect to any amount drawn by any party. NFS, NLIC and
NMIC pay facility and usage fees to the financial institutions to
maintain the revolving credit facility. As of December 31, 1999 the
Company had no amounts outstanding under the agreement.
(13) Contingencies
On October 29, 1998, the Company was named in a lawsuit filed in Ohio
state court related to the sale of deferred annuity products for use as
investments in tax-deferred contributory retirement plans (Mercedes
Castillo v. Nationwide Financial Services, Inc., Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company).
On May 3, 1999, the complaint was amended to, among other things, add
Marcus Shore as a second plaintiff. The amended complaint is brought as
a class action on behalf of all persons who purchased individual
deferred annuity contracts or participated in group annuity contracts
sold by the Company and the other named Company affiliates which were
used to fund certain tax-deferred retirement plans. The amended
complaint seeks unspecified compensatory and punitive damages. No class
has been certified. On June 11, 1999, the Company and the other named
defendants filed a motion to dismiss the amended complaint. On March 8,
2000, the court denied the motion to dismiss the amended complaint
filed by the Company and other named defendants. The Company intends to
defend this lawsuit vigorously.
(14) Segment Information
The Company uses differences in products as the basis for defining its
reportable segments. The Company reports three product segments:
Variable Annuities, Fixed Annuities and Life Insurance.
<PAGE> 25
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The Variable Annuities segment consists of annuity contracts that
provide the customer with access to a wide range of investment options,
tax-deferred accumulation of savings, asset protection in the event of
an untimely death, and flexible payout options including a lump sum,
systematic withdrawal or a stream of payments for life. The Company's
variable annuity products consist almost entirely of flexible premium
deferred variable annuity contracts.
The Fixed Annuities segment consists of annuity contracts that generate
a return for the customer at a specified interest rate fixed for a
prescribed period, tax-deferred accumulation of savings, and flexible
payout options including a lump sum, systematic withdrawal or a stream
of payments for life. Such contracts consist of single premium deferred
annuities, flexible premium deferred annuities and single premium
immediate annuities. The Fixed Annuities segment includes the fixed
option under variable annuity contracts.
The Life Insurance segment consists of insurance products, including
variable universal life insurance and corporate-owned life insurance
products, that provide a death benefit and may also allow the customer
to build cash value on a tax-deferred basis.
In addition to the product segments, the Company reports corporate
revenue and expenses, investments and related investment income
supporting capital not specifically allocated to its product segments,
revenues and expenses of its investment advisor subsidiary, revenues
and expenses related to group annuity contracts sold to Nationwide
Insurance employee and agent benefit plans and all realized gains and
losses on investments in a Corporate and Other segment.
During 1999 the Company revised the allocation of net investment income
among its Life Insurance and Corporate and Other segments. Also,
certain amounts previously reported as other income were reclassified
to operating expense. Amounts reported for prior periods have been
restated to reflect these changes.
The following table summarizes the financial results of the Company's
business segments for the years ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions) Annuities Annuities Insurance and Other Total
------------------------------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1999:
Net investment income (1) $ (41.5) $ 1,134.5 $ 253.1 $ 174.7 $ 1,520.8
Other operating revenue 668.2 43.4 393.0 77.8 1,182.4
--------- --------- -------- -------- ---------
Total operating revenue (2) 626.7 1,177.9 646.1 252.5 2,703.2
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 837.5 130.5 128.3 1,096.3
Amortization of deferred policy
acquisition costs 162.8 49.7 60.1 -- 272.6
Other benefits and expenses 173.6 113.5 334.7 94.4 716.2
--------- --------- -------- -------- ---------
Total expenses 336.4 1,000.7 525.3 222.7 2,085.1
--------- --------- -------- -------- ---------
Operating income before
federal income tax 290.3 177.2 120.8 29.8 618.1
Realized losses on investments -- -- -- (11.6) (11.6)
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 290.3 $ 177.2 $ 120.8 $ 18.2 $ 606.5
========= ========= ======== ======== =========
Assets as of year end $62,599.7 $17,134.8 $6,616.7 $6,324.7 $92,675.9
========= ========= ======== ======== =========
</TABLE>
<PAGE> 26
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions) Annuities Annuities Insurance and Other Total
------------------------------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1998:
Net investment income (1) $ (31.3) $ 1,116.6 $ 225.6 $ 170.7 $ 1,481.6
Other operating revenue 532.9 35.7 318.5 78.6 965.7
--------- --------- -------- -------- ---------
Total operating revenue (2) 501.6 1,152.3 544.1 249.3 2,447.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 828.6 115.4 125.0 1,069.0
Amortization of deferred policy
acquisition costs 123.9 44.2 46.4 -- 214.5
Other benefits and expenses 159.3 104.2 293.5 78.1 635.1
--------- --------- -------- -------- ---------
Total expenses 283.2 977.0 455.3 203.1 1,918.6
--------- --------- -------- -------- ---------
Operating income before federal
income tax 218.4 175.3 88.8 46.2 528.7
Realized gains on investments -- -- -- 28.4 28.4
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 218.4 $ 175.3 $ 88.8 $ 74.6 $ 557.1
========= ========= ======== ======== =========
Assets as of year end $47,668.7 $15,215.7 $5,187.6 $6,270.1 $74,342.1
========= ========= ======== ======== =========
1997:
Net investment income (1) $ (26.8) $ 1,098.2 $ 184.9 $ 152.9 $ 1,409.2
Other operating revenue 413.9 43.2 283.4 56.6 797.1
--------- --------- -------- -------- ---------
Total operating revenue (2) 387.1 1,141.4 468.3 209.5 2,206.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 823.4 78.5 114.7 1,016.6
Amortization of deferred policy
acquisition costs 87.8 39.8 39.6 -- 167.2
Benefits and expenses 148.4 108.7 283.5 63.1 603.7
--------- --------- -------- -------- ---------
Total expenses 236.2 971.9 401.6 177.8 1,787.5
--------- --------- -------- -------- ---------
Operating income before federal
income tax 150.9 169.5 66.7 31.7 418.8
Realized gains on investments -- -- -- 11.1 11.1
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 150.9 $ 169.5 $ 66.7 $ 42.8 $ 429.9
========= ========= ======== ======== =========
Assets as of year end $35,278.7 $14,436.3 $3,901.4 $6,174.3 $59,790.7
========= ========= ======== ======== =========
</TABLE>
----------
(1) The Company's method of allocating net investment income results in
a charge (negative net investment income) to the Variable Annuities
segment which is recognized in the Corporate and Other segment. The
charge relates to non-invested assets which support this segment on
a statutory basis.
(2) Excludes realized gains and losses on investments.
The Company has no significant revenue from customers located outside
of the United States nor does the Company have any significant
long-lived assets located outside the United States.
<PAGE> 56
PART C. OTHER INFORMATION
Item 24. FINANCIAL INFORMATION
(a) Financial Statements:
(1) Financial statements included
in Prospectus
(Part A):
Condensed Financial Information.
(2) Financial statements included
in Part B:
Those financial statements
required by Item 23 to be included in Part B have
been incorporated therein by reference to the
Prospectus (Part A).
Nationwide Variable Account-3:
Independent Auditors' Report.
Statement of Assets, Liabilities and Contract
Owners' Equity as of December 31, 1999.
Statement of Operations for the years ended
December 31, 1999 and 1998.
Statement of Changes in
Contract Owners' Equity for the years ended
December 31, 1999 and 1998.
Notes to Financial Statements.
Nationwide Life Insurance Company and Subsidiaries:
Independent Auditors' Report.
Consolidated Balance Sheets as of December
31, 1999 and 1998.
Consolidated Statements of Income for the
years ended December 31, 1999, 1998 and
1997.
Consolidated Statements of Shareholder's Equity
for the years ended December 31, 1999, 1998 and
1997.
Consolidated Statements of Cash Flows for the
years ended December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
<PAGE> 57
<TABLE>
<S> <C> <C>
Item 24. (b) Exhibits
(1) Resolution of the Depositor's Board of
Directors authorizing the establishment of
the Registrant, adopted October 7, 1987-
Filed previously with registration
(2) Not Applicable
(3) Underwriting or Distribution contract
between the Registrant and Principal
Underwriter - Filed previously with
Amendment No. 14 to registration
statement and hereby incorporated by reference.
(4) The form of the variable annuity contract -
Filed previously with registration
statement, and hereby incorporated by
reference.
(5) Variable Annuity Application - Filed
previously with registration statement,
and hereby incorporated by reference.
(6) Articles of Incorporation of Depositor -
Filed previously with registration
statement, and hereby incorporated by
reference.
(7) Not Applicable
(8) Not Applicable
(9) Opinion of Counsel - Filed previously with
registration statement, and hereby
incorporated by reference.
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Performance Advertising Calculation
Schedule - Filed previously with
registration statement and hereby
incorporated by reference.
</TABLE>
<PAGE> 58
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Lewis J. Alphin Director
519 Bethel Church Road
Mount Olive, NC 28365-6107
A. I. Bell Director
4121 North River Road West
Zanesville, OH 43701
Kenneth D. Davis Director
7229 Woodmansee Road
Leesburg, OH 45135
Keith W. Eckel Director
1647 Falls Road
Clarks Summit, PA 18411
Willard J. Engel Director
301 East Marshall Street
Marshall, MN 56258
Fred C. Finney Director
1558 West Moreland Road
Wooster, OH 44691
Joseph J. Gasper President and Chief Operating Officer
One Nationwide Plaza and Director
Columbus, OH 43215
Dimon R. McFerson Chairman and Chief Executive Officer
One Nationwide Plaza and Director
Columbus, OH 43215
David O. Miller Chairman of the Board and Director
115 Sprague Drive
Hebron, OH 43025
Yvonne L. Montgomery Director
Xerox Corporation
Suite 200
1401 H Street NW
Washington, DC 20005-2110
Ralph M. Paige Director
Federation of Southern
Cooperatives/Land Assistance Fund
2769 Church Street
East Point, GA 30344
James F. Patterson Director
8765 Mulberry Road
Chesterland, OH 44026
</TABLE>
<PAGE> 59
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Arden L. Shisler Director
1356 North Wenger Road
Dalton, OH 44618
Robert L. Stewart Director
88740 Fairview Road
Jewett, OH 43986
Nancy C. Thomas Director
1767D Westwood Avenue
Alliance, OH 44601
Richard D. Headley Executive Vice President - Chief
One Nationwide Plaza Information Technology Officer
Columbus, OH 43215
Robert A. Oakley Executive Vice President-
One Nationwide Plaza Chief Financial Officer
Columbus, OH 43215
Robert J. Woodward, Jr. Executive Vice President
One Nationwide Plaza Chief Investment Officer
Columbus, OH 43215
James E. Brock Senior Vice President - Corporate
One Nationwide Plaza Development
Columbus, OH 43215
Charles A. Bryan Senior Vice President -
One Nationwide Plaza Chief Actuary - Property and Casualty
Columbus, OH 43215
John R. Cook, Jr. Senior Vice President -
One Nationwide Plaza Chief Communications Officer
Columbus, OH 43215
David A. Diamond Senior Vice President -
One Nationwide Plaza Corporate Controller
Columbus, OH 43215
Philip C. Gath Senior Vice President -
One Nationwide Plaza Chief Actuary - Nationwide Financial
Columbus, OH 43215
Patricia R. Hatler Senior Vice President,
One Nationwide Plaza General Counsel and Secretary
Columbus, OH 43215
</TABLE>
<PAGE> 60
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
David K. Hollingsworth Senior Vice President
One Nationwide Plaza
Columbus, OH 43215
David R. Jahn Senior Vice President -
One Nationwide Plaza Commercial Insurance
Columbus, OH 43215
Donna A James Senior Vice President - Chief Human
One Nationwide Plaza Resources Officer
Columbus, OH 43215
Richard A. Karas Senior Vice President - Sales -
One Nationwide Plaza Financial Services
Columbus, OH 43215
Gregory S. Lashutka Senior Vice President -
One Nationwide Plaza Corporate Relations
Columbus, OH 43215
Edwin P. McCausland, Jr. Senior Vice President -
One Nationwide Plaza Fixed Income Securities
Columbus, OH 43215
Mark D. Phelan Senior Vice President
One Nationwide Plaza
Columbus, OH 43215
Douglas C. Robinette Senior Vice President -
One Nationwide Plaza Claims and Finance Services
Columbus, OH 43215
Mark R. Thresher Senior Vice President -
One Nationwide Plaza Finance - Nationwide Financial
Columbus, OH 43215
Richard M. Waggoner Senior Vice President -
One Nationwide Plaza Operations
Columbus, OH 43215
Susan A. Wolken Senior Vice President - Product
One Nationwide Plaza Management and Nationwide
Columbus, OH 43215 Financial Marketing
</TABLE>
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT.
* Subsidiaries for which separate financial statements are
filed
** Subsidiaries included in the respective consolidated
financial statements
*** Subsidiaries included in the respective group financial
statements filed for unconsolidated subsidiaries
**** other subsidiaries
<PAGE> 61
<TABLE>
<CAPTION>
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
The 401(k) Companies, Inc. Texas
----------------------------------------------- ----------------------------- ---------------------
The 401(k) Company Texas
----------------------------------------------- ----------------------------- ---------------------
401(k) Investment Advisors, Inc. Texas
----------------------------------------------- ----------------------------- ---------------------
401(k) Investments Services, Inc. Texas
----------------------------------------------- ----------------------------- ---------------------
Affiliate Agency, Inc. Delaware
----------------------------------------------- ----------------------------- ---------------------
Affiliate Agency of Ohio, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
AID Finance Services, Inc. Iowa
----------------------------------------------- ----------------------------- ---------------------
ALLIED General Agency Company Iowa
----------------------------------------------- ----------------------------- ---------------------
ALLIED Group, Inc. Iowa
----------------------------------------------- ----------------------------- ---------------------
ALLIED Group Insurance Marketing Company Iowa
----------------------------------------------- ----------------------------- ---------------------
ALLIED Group Merchant Banking Corporation Iowa
----------------------------------------------- ----------------------------- ---------------------
ALLIED Property and Casualty Insurance Company Iowa
----------------------------------------------- ----------------------------- ---------------------
Allnations, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
AMCO Insurance Company Iowa
----------------------------------------------- ----------------------------- ---------------------
American Marine Underwriters, Inc. Florida
----------------------------------------------- ----------------------------- ---------------------
Auto Direkt Insurance Company Germany
----------------------------------------------- ----------------------------- ---------------------
Cal-Ag Insurance services, Inc. California
----------------------------------------------- ----------------------------- ---------------------
CalFarm Insurance Agency California
----------------------------------------------- ----------------------------- ---------------------
CalFarm Insurance Company California
----------------------------------------------- ----------------------------- ---------------------
Caliber Funding Delaware
----------------------------------------------- ----------------------------- ---------------------
Colonial County Mutual Insurance Company Texas
----------------------------------------------- ----------------------------- ---------------------
Columbus Insurance Brokerage and Service GmbH Germany
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
The 401(k) Companies, Inc. Holding Company
----------------------------------------------- -----------------------------------------------
The 401(k) Company Third-party administrator for 401(k) plans
----------------------------------------------- -----------------------------------------------
401(k) Investment Advisors, Inc. Investment advisor registered with the SEC
----------------------------------------------- -----------------------------------------------
401(k) Investments Services, Inc. NASD registered broker-dealer
----------------------------------------------- -----------------------------------------------
Affiliate Agency, Inc. Insurance agency marketing life insurance &
annuity products through financial
institutions
----------------------------------------------- -----------------------------------------------
Affiliate Agency of Ohio, Inc. Insurance agency marketing life insurance &
annuity products through financial
institutions
----------------------------------------------- -----------------------------------------------
AID Finance Services, Inc. Holding Company
----------------------------------------------- -----------------------------------------------
ALLIED General Agency Company Managing general agent and surplus lines
broker for property & casualty insurance
products
----------------------------------------------- -----------------------------------------------
ALLIED Group, Inc. Property & casualty holding company
----------------------------------------------- -----------------------------------------------
ALLIED Group Insurance Marketing Company Direct marketer for property and casualty
insurance products
----------------------------------------------- -----------------------------------------------
ALLIED Group Merchant Banking Corporation Broker-Dealer
----------------------------------------------- -----------------------------------------------
ALLIED Property and Casualty Insurance Company Underwrites general property & casualty
insurance
----------------------------------------------- -----------------------------------------------
Allnations, Inc. Promotes international cooperative insurance
organizations
----------------------------------------------- -----------------------------------------------
AMCO Insurance Company Underwrites general property & casualty
insurance
----------------------------------------------- -----------------------------------------------
American Marine Underwriters, Inc. Underwriting manager for ocean cargo and bulk
insurance
----------------------------------------------- -----------------------------------------------
Auto Direkt Insurance Company Insurance Company
----------------------------------------------- -----------------------------------------------
Cal-Ag Insurance services, Inc. Captive insurance brokerage firm
----------------------------------------------- -----------------------------------------------
CalFarm Insurance Agency Former marketing company for traditional
agent producers of CalFarm Insurance Company
----------------------------------------------- -----------------------------------------------
CalFarm Insurance Company Multi-line insurance company
----------------------------------------------- -----------------------------------------------
Caliber Funding A limited purpose corporation
----------------------------------------------- -----------------------------------------------
Colonial County Mutual Insurance Company Insurance Company
----------------------------------------------- -----------------------------------------------
Columbus Insurance Brokerage and Service GmbH General service insurance broker
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 62
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------------- ---------------------
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
Cooperative Service Company Nebraska
----------------------------------------------- ----------------------------- ---------------------
Depositors Insurance Company Iowa
----------------------------------------------- ----------------------------- ---------------------
eNationwide, LLC Ohio
----------------------------------------------- ----------------------------- ---------------------
Excaliber Funding Corporation Delaware
----------------------------------------------- ----------------------------- ---------------------
F&B, Inc. Iowa
----------------------------------------------- ----------------------------- ---------------------
Farmland Mutual Insurance Company Iowa
----------------------------------------------- ----------------------------- ---------------------
Financial Horizons Distributors Agency of Alabama
Alabama, Inc.
----------------------------------------------- ----------------------------- ---------------------
Financial Horizons Distributors Agency of Ohio
Ohio, Inc.
----------------------------------------------- ----------------------------- ---------------------
Financial Horizons Distributors Agency of Oklahoma
Oklahoma, Inc.
----------------------------------------------- ----------------------------- ---------------------
Financial Horizons Distributors Agency of Texas
Texas, Inc.
----------------------------------------------- ----------------------------- ---------------------
*Financial Horizons Investment Trust Massachusetts
----------------------------------------------- ----------------------------- ---------------------
Financial Horizons Securities Corporation Oklahoma
----------------------------------------------- ----------------------------- ---------------------
GatesMcDonald Health Plus Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Gates, McDonald & Company Ohio
----------------------------------------------- ----------------------------- ---------------------
Gates, McDonald & Company of Nevada Nevada
----------------------------------------------- ----------------------------- ---------------------
Gates, McDonald & Company of New York, Inc. New York
----------------------------------------------- ----------------------------- ---------------------
Insurance Intermediaries, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Irvin L. Schwartz and Associates, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Landmark Financial Services of New York, Inc. New York
----------------------------------------------- ----------------------------- ---------------------
Leben Direkt Insurance Company Germany
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
----------------------------------------------- -----------------------------------------------
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
Cooperative Service Company Insurance agency that sells and services
commercial insurance
----------------------------------------------- -----------------------------------------------
Depositors Insurance Company Underwrites property & casualty insurance
----------------------------------------------- -----------------------------------------------
eNationwide, LLC A limited liability company to provide
administrative services to Nationwide's
direct operations
----------------------------------------------- -----------------------------------------------
Excaliber Funding Corporation Limited purpose corporation
----------------------------------------------- -----------------------------------------------
F&B, Inc. Insurance Agency
----------------------------------------------- -----------------------------------------------
Farmland Mutual Insurance Company Mutual Insurance Company
----------------------------------------------- -----------------------------------------------
Financial Horizons Distributors Agency of Insurance agency marketing life insurance and
Alabama, Inc. annuity products through financial
institutions
----------------------------------------------- -----------------------------------------------
Financial Horizons Distributors Agency of Insurance marketing life insurance and
Ohio, Inc. annuity products through financial
institutions
----------------------------------------------- -----------------------------------------------
Financial Horizons Distributors Agency of Insurance marketing life insurance and
Oklahoma, Inc. annuity products through financial
institutions
----------------------------------------------- -----------------------------------------------
Financial Horizons Distributors Agency of Insurance marketing life insurance and
Texas, Inc. annuity products through financial
institutions
----------------------------------------------- -----------------------------------------------
*Financial Horizons Investment Trust Diversified, open-end investment company
----------------------------------------------- -----------------------------------------------
Financial Horizons Securities Corporation Limited broker-dealer doing business solely
in the financial institution market
----------------------------------------------- -----------------------------------------------
GatesMcDonald Health Plus Inc. Managed Care Organization
----------------------------------------------- -----------------------------------------------
Gates, McDonald & Company Services employers for managing workers' and
unemployment compensation matters
----------------------------------------------- -----------------------------------------------
Gates, McDonald & Company of Nevada Self-insurance administration, claims
examinations and data processing services
----------------------------------------------- -----------------------------------------------
Gates, McDonald & Company of New York, Inc. Workers' compensation/self-insured claims
administration services to employers with
exposure in New York
----------------------------------------------- -----------------------------------------------
Insurance Intermediaries, Inc. Insurance agency providing commercial
property & casualty brokerage services
----------------------------------------------- -----------------------------------------------
Irvin L. Schwartz and Associates, Inc. Insurance Agency
----------------------------------------------- -----------------------------------------------
Landmark Financial Services of New York, Inc. Insurance agency marketing life insurance and
annuity products through financial
institutions
----------------------------------------------- -----------------------------------------------
Leben Direkt Insurance Company Life insurance through direct mail
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 63
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------------- ---------------------
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
Lone Star General Agency, Inc. Texas
----------------------------------------------- ----------------------------- ---------------------
MedProSolutions, Inc. Massachusetts
----------------------------------------------- ----------------------------- ---------------------
Midwest Printing Services, Ltd. Iowa
----------------------------------------------- ----------------------------- ---------------------
Morley & Associates, Inc. Oregon
----------------------------------------------- ----------------------------- ---------------------
Morley Capital Management, Inc. Oregon
----------------------------------------------- ----------------------------- ---------------------
Morley Financial Services, Inc. Oregon
----------------------------------------------- ----------------------------- ---------------------
Morley Research Associates, Ltd. Delaware
----------------------------------------------- ----------------------------- ---------------------
**MRM Investments, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
**National Casualty Company Wisconsin
----------------------------------------------- ----------------------------- ---------------------
National Casualty Company of America, Ltd. England
----------------------------------------------- ----------------------------- ---------------------
National Deferred Compensation, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
**National Premium and Benefit Administration Delaware
Company
----------------------------------------------- ----------------------------- ---------------------
Nationwide Advisory Services, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
**Nationwide Agency, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Agribusiness Insurance Company Iowa
----------------------------------------------- ----------------------------- ---------------------
Nationwide Arena, LLC Ohio
----------------------------------------------- ----------------------------- ---------------------
*Nationwide Asset Allocation Trust Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Assurance Company Wisconsin
----------------------------------------------- ----------------------------- ---------------------
Nationwide Cash Management Company Ohio
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
----------------------------------------------- -----------------------------------------------
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
Lone Star General Agency, Inc. General agent to market non-standard
automobile and motorcycle insurance for
Colonial Mutual Insurance Company
----------------------------------------------- -----------------------------------------------
MedProSolutions, Inc. Provides third-party administration services
for workers compensation, automobile injury
and disability claims
----------------------------------------------- -----------------------------------------------
Midwest Printing Services, Ltd. General printing services
----------------------------------------------- -----------------------------------------------
Morley & Associates, Inc. Insurance brokerage
----------------------------------------------- -----------------------------------------------
Morley Capital Management, Inc. Investment adviser and stable value money
management
----------------------------------------------- -----------------------------------------------
Morley Financial Services, Inc. Holding Company
----------------------------------------------- -----------------------------------------------
Morley Research Associates, Ltd. Credit research consulting
----------------------------------------------- -----------------------------------------------
**MRM Investments, Inc. Owns and operates a recreational ski facility
----------------------------------------------- -----------------------------------------------
**National Casualty Company Insurance Company
----------------------------------------------- -----------------------------------------------
National Casualty Company of America, Ltd. Insurance Company
----------------------------------------------- -----------------------------------------------
National Deferred Compensation, Inc. Administers deferred compensation plans for
public employees
----------------------------------------------- -----------------------------------------------
**National Premium and Benefit Administration Provides third-party administration services
Company
----------------------------------------------- -----------------------------------------------
Nationwide Advisory Services, Inc. Registered broker-dealer providing investment
management and administrative services
----------------------------------------------- -----------------------------------------------
**Nationwide Agency, Inc. Insurance Agency
----------------------------------------------- -----------------------------------------------
Nationwide Agribusiness Insurance Company Provides property & casualty insurance
primarily to agricultural business
----------------------------------------------- -----------------------------------------------
Nationwide Arena, LLC A limited liability company related to arena
development
----------------------------------------------- -----------------------------------------------
*Nationwide Asset Allocation Trust Diversified open-end investment company
----------------------------------------------- -----------------------------------------------
Nationwide Assurance Company Underwrites non-standard automobile and
motorcycle insurance
----------------------------------------------- -----------------------------------------------
Nationwide Cash Management Company Investment Securities Agent
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 64
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------------- ---------------------
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
Nationwide Corporation Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Exclusive Distribution Company,LLC Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Assignment Company Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Institution Distributors Delaware
Agency, Inc.
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Institution Distributors New Mexico
Agency, Inc. of New Mexico
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Institution Distributors Massachusetts
Agency, Inc. of Massachusetts
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Services (Bermuda) Ltd. Bermuda
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Services Capital Trust Delaware
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Services Capital Trust II Delaware
----------------------------------------------- ----------------------------- ---------------------
Nationwide Financial Services, Inc. Delaware
----------------------------------------------- ----------------------------- ---------------------
Nationwide Foundation Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide General Insurance Company Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Global Finance, LLC Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Global Funds Cayman Islands
----------------------------------------------- ----------------------------- ---------------------
Nationwide Global Holdings, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Global Holdings, Inc.-NGH Grand Duchy of Luxembourg
Luxembourg Branch
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
----------------------------------------------- -----------------------------------------------
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
Nationwide Corporation Holding company for entities affiliated with
Nationwide Mutual Insurance Company
----------------------------------------------- -----------------------------------------------
Nationwide Exclusive Distribution Company,LLC A limited liability company providing agency
support services to Nationwide exclusive
agents
----------------------------------------------- -----------------------------------------------
Nationwide Financial Assignment Company An assignment company to administer
structured settlement business
----------------------------------------------- -----------------------------------------------
Nationwide Financial Institution Distributors Insurance Agency
Agency, Inc.
----------------------------------------------- -----------------------------------------------
Nationwide Financial Institution Distributors Insurance Agency
Agency, Inc. of New Mexico
----------------------------------------------- -----------------------------------------------
Nationwide Financial Institution Distributors Insurance Agency
Agency, Inc. of Massachusetts
----------------------------------------------- -----------------------------------------------
Nationwide Financial Services (Bermuda) Ltd. Long-term insurer which issued variable
annuity and variable life products to persons
outside the U.S. & Bermuda
----------------------------------------------- -----------------------------------------------
Nationwide Financial Services Capital Trust Trust which issues and sells securities &
uses proceeds to acquire debentures
----------------------------------------------- -----------------------------------------------
Nationwide Financial Services Capital Trust II Trust which issues and sells securities & uses
proceeds to acquire debentures
----------------------------------------------- -----------------------------------------------
Nationwide Financial Services, Inc. Holding Company for entities associated with
Nationwide Mutual Insurance Company
----------------------------------------------- -----------------------------------------------
Nationwide Foundation Not-for profit corporation
----------------------------------------------- -----------------------------------------------
Nationwide General Insurance Company Primarily provides automobile and fire
insurance to select customers
----------------------------------------------- -----------------------------------------------
Nationwide Global Finance, LLC Act as a support company for Nationwide
Global Holdings, Inc. & its international
capitalization efforts
----------------------------------------------- -----------------------------------------------
Nationwide Global Funds Exempted company with limited liability for
purpose of issuing investment shares to
segregated asset accounts of Nationwide
Financial Services (Bermuda) Ltd. and to
non-U.S. resident investors
----------------------------------------------- -----------------------------------------------
Nationwide Global Holdings, Inc. Holding Company for Nationwide Insurance
Enterprise international operations
----------------------------------------------- -----------------------------------------------
Nationwide Global Holdings, Inc.-NGH Analyze European market of life insurance
Luxembourg Branch
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 65
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------------- ---------------------
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
Nationwide Global Holdings-Hong Kong, Limited Hong Kong
----------------------------------------------- ----------------------------- ---------------------
Nationwide Global Holdings-NGH Brasil Brazil
Participacoes LTDA
----------------------------------------------- ----------------------------- ---------------------
Nationwide Health Plans, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Home Mortgage Company Iowa
----------------------------------------------- ----------------------------- ---------------------
*Nationwide Indemnity Company Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Insurance Company of America Wisconsin
----------------------------------------------- ----------------------------- ---------------------
Nationwide Insurance Company of Florida Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Insurance Golf Charities, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide International Underwriters California
----------------------------------------------- ----------------------------- ---------------------
Nationwide Investing Foundation Michigan
----------------------------------------------- ----------------------------- ---------------------
*Nationwide Investing Foundation II Massachusetts
----------------------------------------------- ----------------------------- ---------------------
Nationwide Investment Services Corporation Oklahoma
----------------------------------------------- ----------------------------- ---------------------
Nationwide Investors Services, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
**Nationwide Life and Annuity Insurance Ohio
Company
----------------------------------------------- ----------------------------- ---------------------
**Nationwide Life Insurance Company Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Lloyds Texas
----------------------------------------------- ----------------------------- ---------------------
Nationwide Management Systems, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Mutual Fire Insurance Company Ohio
----------------------------------------------- ----------------------------- ---------------------
*Nationwide Mutual Funds Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Mutual Insurance Company Ohio
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
----------------------------------------------- -----------------------------------------------
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
Nationwide Global Holdings-Hong Kong, Limited Primarily a holding company for Nationwide
Global Holdings, Inc. Asian operations
----------------------------------------------- -----------------------------------------------
Nationwide Global Holdings-NGH Brasil Holding company
Participacoes LTDA
----------------------------------------------- -----------------------------------------------
Nationwide Health Plans, Inc. Health insuring organization
----------------------------------------------- -----------------------------------------------
Nationwide Home Mortgage Company Mortgage lendor
----------------------------------------------- -----------------------------------------------
*Nationwide Indemnity Company Reinsurance company assuming business from
Nationwide Mutual Insurance Company and other
insurers within the Nationwide Insurance
Enterprise
----------------------------------------------- -----------------------------------------------
Nationwide Insurance Company of America Independent agency personal lines underwriter
of property & casualty insurance
----------------------------------------------- -----------------------------------------------
Nationwide Insurance Company of Florida Transacts general insurance business except
life insurance
----------------------------------------------- -----------------------------------------------
Nationwide Insurance Golf Charities, Inc. Not-for-profit corporation
----------------------------------------------- -----------------------------------------------
Nationwide International Underwriters Special risks, excess & surplus lines
underwriting manager
----------------------------------------------- -----------------------------------------------
Nationwide Investing Foundation Provide investors with continuous source of
investment under management of trustees
----------------------------------------------- -----------------------------------------------
*Nationwide Investing Foundation II Diversified, open-end investment company
----------------------------------------------- -----------------------------------------------
Nationwide Investment Services Corporation Registered broker-dealer
----------------------------------------------- -----------------------------------------------
Nationwide Investors Services, Inc. Stock Transfer Agent
----------------------------------------------- -----------------------------------------------
**Nationwide Life and Annuity Insurance Life Insurance Company
Company
----------------------------------------------- -----------------------------------------------
**Nationwide Life Insurance Company Life Insurance Company
----------------------------------------------- -----------------------------------------------
Nationwide Lloyds Commercial property insurance in Texas
----------------------------------------------- -----------------------------------------------
Nationwide Management Systems, Inc. Preferred provider organization, products and
related services
----------------------------------------------- -----------------------------------------------
Nationwide Mutual Fire Insurance Company Mutual Insurance Company
----------------------------------------------- -----------------------------------------------
*Nationwide Mutual Funds Diversified, open-end investment company
----------------------------------------------- -----------------------------------------------
Nationwide Mutual Insurance Company Mutual Insurance Company
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 66
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------------- ---------------------
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
Nationwide Properties, Ltd. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Property and Casualty Insurance Ohio
Company
----------------------------------------------- ----------------------------- ---------------------
Nationwide Realty Investors, Inc. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. Delaware
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Alabama
Alabama
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Arizona
Arizona
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Arkansas
Arkansas
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Montana
Montana
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Nevada
Nevada
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of New New Mexico
Mexico
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Ohio Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Oklahoma
Oklahoma
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of South Dakota
South Dakota
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Texas Texas
----------------------------------------------- ----------------------------- ---------------------
Nationwide Retirement Solutions, Inc. of Wyoming
Wyoming
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
----------------------------------------------- -----------------------------------------------
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
Nationwide Properties, Ltd. Develop, own and operate real estate and real
estate investments
----------------------------------------------- -----------------------------------------------
Nationwide Property and Casualty Insurance Insurance Company
Company
----------------------------------------------- -----------------------------------------------
Nationwide Realty Investors, Inc. Develop, own and operate real estate and real
estate investments
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. Market and administer deferred compensation
plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market and administer deferred compensation
Alabama plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market and administer deferred compensation
Arizona plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market and administer deferred compensation
Arkansas plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market and administer deferred compensation
Montana plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market and administer deferred compensation
Nevada plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of New Market and administer deferred compensation
Mexico plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Ohio Market variable annuity contracts to members
of the National Education Association in the
state of Ohio
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market variable annuity contracts to members
Oklahoma of the National Education Association in the
state of Oklahoma
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market and administer deferred compensation
South Dakota plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Texas Market and administer deferred compensation
plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Retirement Solutions, Inc. of Market variable annuity contracts to members
Wyoming of the National Education Association in the
state of Wyoming
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 67
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------------- ---------------------
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
Nationwide Retirement Solutions Insurance Massachusetts
Agency Inc.
----------------------------------------------- ----------------------------- ---------------------
Nationwide Seguradora S.A. Brazil
----------------------------------------------- ----------------------------- ---------------------
*Nationwide Separate Account Trust Massachusetts
----------------------------------------------- ----------------------------- ---------------------
Nationwide Services Company, LLC. Ohio
----------------------------------------------- ----------------------------- ---------------------
Nationwide Trust Company, FSB United States
----------------------------------------------- ----------------------------- ---------------------
Neckura Holding Company Germany
----------------------------------------------- ----------------------------- ---------------------
Neckura Insurance Company Germany
----------------------------------------------- ----------------------------- ---------------------
Neckura Life Insurance Company Germany
----------------------------------------------- ----------------------------- ---------------------
Nevada Independent Companies-Construction Nevada
----------------------------------------------- ----------------------------- ---------------------
Nevada Independent Companies-Health and Nevada
Nonprofit
----------------------------------------------- ----------------------------- ---------------------
Nevada Independent Companies- Hospitality and Nevada
Entertainment
----------------------------------------------- ----------------------------- ---------------------
Nevada Independent Companies- Manufacturing, Nevada
Transportation and Distribution
----------------------------------------------- ----------------------------- ---------------------
NFS Distributors, Inc. Delaware
----------------------------------------------- ----------------------------- ---------------------
NGH Luxembourg, S.A Luxembourg
----------------------------------------------- ----------------------------- ---------------------
NGH Netherlands, B.V. The Netherlands
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
----------------------------------------------- -----------------------------------------------
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
Nationwide Retirement Solutions Insurance Market and administer deferred compensation
Agency Inc. plans for public employees
----------------------------------------------- -----------------------------------------------
Nationwide Seguradora S.A. Engage in elementary, health & life
insurance; private open pension and wealth
concession plans
----------------------------------------------- -----------------------------------------------
*Nationwide Separate Account Trust Diversified, open-end investment company
----------------------------------------------- -----------------------------------------------
Nationwide Services Company, LLC. Single member limited liability company
performing shared services functions for the
Nationwide Insurance Enterprise
----------------------------------------------- -----------------------------------------------
Nationwide Trust Company, FSB Federal savings bank chartered by the Office
of Thrift Supervision in U.S. Department of
Treasury to exercise custody & fiduciary
powers
----------------------------------------------- -----------------------------------------------
Neckura Holding Company Administrative services for Neckura Insurance
Group
----------------------------------------------- -----------------------------------------------
Neckura Insurance Company Insurance Company
----------------------------------------------- -----------------------------------------------
Neckura Life Insurance Company Life and health insurance company
----------------------------------------------- -----------------------------------------------
Nevada Independent Companies-Construction Workers' compensation administrative services
to Nevada employers in the construction
industry
----------------------------------------------- -----------------------------------------------
Nevada Independent Companies-Health and Workers' compensation administrative services
Nonprofit to Nevada employers in health & nonprofit
industries
----------------------------------------------- -----------------------------------------------
Nevada Independent Companies- Hospitality and Workers' compensation administrative services
Entertainment to Nevada employers in the hospitality &
entertainment industries
----------------------------------------------- -----------------------------------------------
Nevada Independent Companies- Manufacturing, Workers' compensation administrative services
Transportation and Distribution to Nevada employers in the manufacturing,
transportation and distribution industries
----------------------------------------------- -----------------------------------------------
NFS Distributors, Inc. Holding company for Nationwide Financial
Services, Inc. distribution companies
----------------------------------------------- -----------------------------------------------
NGH Luxembourg, S.A Acts primarily as holding company for
Nationwide Global Holdings, Inc. European
operations
----------------------------------------------- -----------------------------------------------
NGH Netherlands, B.V. Holding company for other overseas companies
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 68
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------------- ---------------------
COMPANY STATE/COUNTRY OF NO. VOTING
ORGANIZATION SECURITIES
(SEE ATTACHED CHART
UNLESS OTHERWISE
INDICATED)
----------------------------------------------- ----------------------------- ---------------------
<S> <C> <C>
NGH UK, Ltd. United Kingdom
----------------------------------------------- ----------------------------- ---------------------
Northpointe Capital LLC Delaware
----------------------------------------------- ----------------------------- ---------------------
PanEuroLife Luxembourg
----------------------------------------------- ----------------------------- ---------------------
Pension Associates, Inc. Wisconsin
----------------------------------------------- ----------------------------- ---------------------
Portland Investment Services, Inc. Oregon
----------------------------------------------- ----------------------------- ---------------------
Premier Agency, Inc. Iowa
----------------------------------------------- ----------------------------- ---------------------
Riverview Agency, Inc. Texas
----------------------------------------------- ----------------------------- ---------------------
Scottsdale Indemnity Company Ohio
----------------------------------------------- ----------------------------- ---------------------
Scottsdale Insurance Company Ohio
----------------------------------------------- ----------------------------- ---------------------
Scottsdale Surplus Lines Insurance Company Arizona
----------------------------------------------- ----------------------------- ---------------------
SVM Sales GmbH, Neckura Insurance Group Germany
----------------------------------------------- ----------------------------- ---------------------
Union Bond & Trust Company Oregon
----------------------------------------------- ----------------------------- ---------------------
Villanova Capital, Inc. Delaware
----------------------------------------------- ----------------------------- ---------------------
Villanova Mutual Fund Capital Trust Delaware
----------------------------------------------- ----------------------------- ---------------------
Villanova SA Capital Trust Delaware
----------------------------------------------- ----------------------------- ---------------------
Western Heritage Insurance Company Arizona
----------------------------------------------- ----------------------------- ---------------------
<CAPTION>
----------------------------------------------- -----------------------------------------------
COMPANY PRINCIPAL BUSINESS
----------------------------------------------- -----------------------------------------------
<S> <C>
NGH UK, Ltd. Assist Nationwide Global Holdings, Inc. with
European operations and marketing
----------------------------------------------- -----------------------------------------------
Northpointe Capital LLC Limited liability company for investments
----------------------------------------------- -----------------------------------------------
PanEuroLife Life Insurance company providing individual
life insurance primarily in the UK, Belgium
and France
----------------------------------------------- -----------------------------------------------
Pension Associates, Inc. Pension plan administration and record
keeping services
----------------------------------------------- -----------------------------------------------
Portland Investment Services, Inc. NASD registered broker-dealer
----------------------------------------------- -----------------------------------------------
Premier Agency, Inc. Insurance Agency
----------------------------------------------- -----------------------------------------------
Riverview Agency, Inc. Has a pending application to become a
licensed insurance agency with the Texas
Department of Insurance
----------------------------------------------- -----------------------------------------------
Scottsdale Indemnity Company Insurance Company
----------------------------------------------- -----------------------------------------------
Scottsdale Insurance Company Insurance Company
----------------------------------------------- -----------------------------------------------
Scottsdale Surplus Lines Insurance Company Provides excess and surplus lines insurance
coverage on a non-admitted basis
----------------------------------------------- -----------------------------------------------
SVM Sales GmbH, Neckura Insurance Group Recruits and supervises external sales
partners who obtain new business for the
Neckura Group as well as to offer financial
services
----------------------------------------------- -----------------------------------------------
Union Bond & Trust Company Oregon state bank with trust powers
----------------------------------------------- -----------------------------------------------
Villanova Capital, Inc. Holding Company
----------------------------------------------- -----------------------------------------------
Villanova Mutual Fund Capital Trust Trust designed to act as a registered
investment advisor
----------------------------------------------- -----------------------------------------------
Villanova SA Capital Trust Trust designed to act as a registered
investment advisor
----------------------------------------------- -----------------------------------------------
Western Heritage Insurance Company Underwrites excess and surplus lines of
property and casualty insurance
----------------------------------------------- -----------------------------------------------
</TABLE>
<PAGE> 69
<TABLE>
<CAPTION>
------- -------------------------------------------- -------------------------- ----------------------------------
COMPANY STATE/COUNTRY OF NO. VOTING SECURITIES
ORGANIZATION (SEE ATTACHED CHART)
UNLESS OTHERWISE INDICATED
------- -------------------------------------------- -------------------------- ----------------------------------
<S> <C> <C> <C>
* MFS Variable Account Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* NACo Variable Account Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide DC Variable Account Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
Nationwide DCVA-II Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Separate Account No. 1 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Multi-Flex Variable Account Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VA Separate Account-A Ohio Nationwide Life and Annuity
Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VA Separate Account-B Ohio Nationwide Life and Annuity
Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VA Separate Account-C Ohio Nationwide Life and Annuity
Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-II Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-3 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-4 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-5 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-6 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Fidelity Advisor Variable Ohio Nationwide Life Separate Account
Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-8 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-9 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide Variable Account-10 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
Nationwide Variable Account-11 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
<CAPTION>
------- -------------------------------------------- ------------------------------------
COMPANY PRINCIPAL BUSINESS
------- -------------------------------------------- ------------------------------------
<S> <C> <C>
* MFS Variable Account Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* NACo Variable Account Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide DC Variable Account Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
Nationwide DCVA-II Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Separate Account No. 1 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Multi-Flex Variable Account Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide VA Separate Account-A Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide VA Separate Account-B Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide VA Separate Account-C Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-II Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-3 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-4 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-5 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-6 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Fidelity Advisor Variable Issuer of Annuity Contracts
Account
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-8 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-9 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
* Nationwide Variable Account-10 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
Nationwide Variable Account-11 Issuer of Annuity Contracts
------- -------------------------------------------- ------------------------------------
</TABLE>
<PAGE> 70
<TABLE>
<CAPTION>
------- -------------------------------------------- -------------------------- ----------------------------------
COMPANY STATE/COUNTRY OF NO. VOTING SECURITIES
ORGANIZATION (SEE ATTACHED CHART)
UNLESS OTHERWISE INDICATED
------- -------------------------------------------- -------------------------- ----------------------------------
<S> <C> <C> <C>
* Nationwide VL Separate Account-A Ohio Nationwide Life and Annuity
Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
Nationwide VL Separate Account-B Ohio Nationwide Life and Annuity
Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VL Separate Account-C Ohio Nationwide Life and Annuity
Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VL Separate Account -D Ohio Nationwide Life and Annuity
Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VLI Separate Account Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VLI Separate Account-2 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VLI Separate Account-3 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
* Nationwide VLI Separate Account-4 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
Nationwide VLI Separate Account-5 Ohio Nationwide Life Separate Account
------- -------------------------------------------- -------------------------- ----------------------------------
<CAPTION>
------- -------------------------------------------- ------------------------------------
COMPANY PRINCIPAL BUSINESS
------- -------------------------------------------- ------------------------------------
<S> <C> <C>
* Nationwide VL Separate Account-A Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
Nationwide VL Separate Account-B Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
* Nationwide VL Separate Account-C Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
* Nationwide VL Separate Account -D Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
* Nationwide VLI Separate Account Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
* Nationwide VLI Separate Account-2 Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
* Nationwide VLI Separate Account-3 Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
* Nationwide VLI Separate Account-4 Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
Nationwide VLI Separate Account-5 Issuer of Life Insurance Policies
------- -------------------------------------------- ------------------------------------
</TABLE>
<PAGE> 71
<TABLE>
<CAPTION>
(left side)
<S> <C> <C> <C>
------------------------
| NATIONWIDE INSURANCE |
| GOLF CHARITIES, INC. |
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
------------------------
-------------------------------------------------------------------------------------------------------------------------
| |
--------------------------- --------------------------- ----------------------------
| CARIBBEAN ALLIANCE | | ALLIED | | |
| INSURANCE COMPANY | | GROUP, INC. | | |
| | | (AGI) | | NATIONWIDE LLOYDS |
| | | | | |
|Common Stock: 1,900,000 | |-------|Common Stock: 850 Shares |---| | |
|------------ Shares | | |------------ | | | A TEXAS LLOYDS |================================
| | | | | | | |
| Cost | | | Cost | | | |
| ---- | | | ---- | | | |
|Casualty- | | |Casualty- | | | |
|100% $19,000,000 | | |100% $1,243,344,521| | | |
--------------------------- | --------------------------- | ----------------------------
| |
--------------------------- | --------------------------- | ----------------------------
| NATIONWIDE INSURANCE | | | AMCO | | | DEPOSITORS |
| COMPANY OF AMERICA | | | INSURANCE COMPANY | | | INSURANCE COMPANY |
| | | | (AMCO) | | | (DEPOSITORS) |
|Common Stock: 12,000 | | |Common Stock: 500,000 | | |Common Stock: 300,000 |
|------------ Shares | | |------------ Shares | | |------------ Shares |
| |---| | |---|---| |
| Cost | | | Cost | | | Cost |
| ---- | | | ---- | | | ---- |
| | | | | | | |
|AGI-100% $215,273,000 | | |AGI-100% $147,425,540| | |AGI 100% $22,251,842 |
--------------------------- | --------------------------- | ----------------------------
| | |
--------------------------- | --------------------------- | ----------------------------
| AID FINANCE | | | ALLIED | | | ALLIED PROPERTY |
| SERVICES, INC. | | | GENERAL AGENCY | | | AND CASUALTY |
| (AID FINANCE) | | | COMPANY | | | INSURANCE COMPANY |
|Common Stock: 10,000 | | |Common Stock: 5,000 | | |Common Stock: 300,000 |
|------------ Shares | | |------------ Shares | | |------------ Shares |
| |---| | | |---| |
| Cost | | Cost | | | Cost |
| ---- | | ---- | | | ---- |
|AGI-100% $19,545,634| |AMCO-100% $135,342 | | |AGI-100% $47,018,643 |
--------------------------- --------------------------- | ----------------------------
| |
--------------------------- --------------------------- | ----------------------------
| ALLIED | | ALLIED | | | NATIONWIDE |
| GROUP INSURANCE | | DOCUMENT SOLUTIONS, | | | HOME MORTGAGE |
| MARKETING COMPANY | | INC. | | | COMPANY (NHMC) |
| | |Common Stock: 10,000 | | | |
|Common Stock: 20,000 | |------------ Shares | | |Common Stock: 54,348 |
|------------ Shares | | |---|---|------------ Shares |
| | | | | | |
| | | | | | |
| | | | | | |
| Cost | | Cost | | | |
| ---- | | ---- | | | |
| Aid | |AGI-100% $610,000 | | |AGI-80% |
| Finance-100% $16,059,469| --------------------------- | ----------------------------
-------------------------- | |
--------------------------- | ----------------------------
| PREMIER | | | AGMC |
| AGENCY, | | | REINSURANCE, LTD. |
| INC. | | | |
|Common Stock: 100,000 | | |Common Stock: 11,000 |
|------------ Shares | | |------------ Shares |
| |---| | |
| Cost | | Cost |
| ---- | | ---- |
|AGI-100% $100,000 | |NHMC-100% $11,000 |
--------------------------- ----------------------------
----------------------------
| WESTERN |
| HERITAGE INSURANCE |
| COMPANY |
| |
|Common Stock: 4,776,076 |--------------------------------
|------------- Shares |
| |
| Cost |
| ---- |
|SIC-100% $57,000,000 |
----------------------------
</TABLE>
<PAGE> 72
<TABLE>
<CAPTION>
NATIONWIDE(R) (middle)
<S> <C> <C>
------------------------------------------ ------------------------------------------
| | | |
| NATIONWIDE MUTUAL | | NATIONWIDE MUTUAL |
| INSURANCE COMPANY |==============================================| FIRE INSURANCE COMPANY |
| (CASUALTY) | | (FIRE) |
| | | |
------------------------------------------ ------------------------------------------
| || | |
--| || |--------------------------------------------------------------------| |-----------------------
|| |
|| |--------------------------------------------------------------|-------------------
|| | |
|| -------------------------------- | -------------------------------- -----------------------------------
|| | FARMLAND MUTUAL | | | NATIONWIDE GENERAL | | NECKURA HOLDING |
|| | INSURANCE COMPANY | | | INSURANCE COMPANY | | COMPANY (NECKURA) |
|| |Guaranty Fund | | | | | |
=====||==|------------ |---| | |Common Stock: 20,000 | |Common Stock: 10,000 |
|Certificate | | |---|------------ Shares | |--|------------ Shares |
|----------- | | | | | | | |
| Cost | | | | Cost | | | Cost |
| ---- | | | | ---- | | | ---- |
|Casualty $500,000 | | | |Casualty-100% $5,944,422 | | |Casualty-100% $142,943,140 |
-------------------------------- | | -------------------------------- | --------------------------------
| | |
-------------------------------- | | -------------------------------- | --------------------------------
| F & B, INC. | | | | NATIONWIDE PROPERTY | | | NECKURA |
| | | | | AND CASUALTY | | | INSURANCE COMPANY |
|Common Stock: 1 Share | | | | INSURANCE COMPANY | | | |
|------------ | | | |Common Stock: 60,000 | |--|Common Stock: 6,000 |
| |---| |---|------------ Shares | | |------------ Shares |
| Cost | | | | | | | |
| ---- | | | | Cost | | | Cost |
|Farmland | | | | ---- | | | ---- |
|Mutual-100% $10 | | | |Casualty-100% $6,000,000 | | |Neckura-100% DM 6,000,000 |
-------------------------------- | | -------------------------------- | --------------------------------
| | |
-------------------------------- | | -------------------------------- | --------------------------------
| COOPERATIVE SERVICE | | | | NATIONWIDE ASSURANCE | | | NECKURA LIFE |
| COMPANY | | | | COMPANY | | | INSURANCE COMPANY |
|Common Stock: 600 Shares | | | | | | | |
|------------ |---- |---|Common Stock: 1,750 | |--|Common Stock: 4,000 |
| | | |------------ Shares | | |------------ Shares |
| Cost | | | | |
| ---- | | | Cost | | | Cost |
|Farmland | | | ---- | | | ---- |
|Mutual-100% $3,506,173 | | |Casualty-100% $41,750,000 | | |Neckura-100% DM 15,825,681|
-------------------------------- | -------------------------------- | --------------------------------
| |
-------------------------------- | -------------------------------- | --------------------------------
| SCOTTSDALE | | | NATIONWIDE AGRIBUSINESS | | | COLUMBUS INSURANCE |
| INSURANCE COMPANY | | | INSURANCE COMPANY | | | BROKERAGE AND SERVICE |
| (SIC) | | | | | | GmbH |
|Common Stock: 30,136 | | |Common Stock: 1,000,000 | | |Common Stock: 1 Share |
|---|------------ Shares |--------|---|------------ Shares | |--|------------ |
| | | | | | | | |
| | | | | Cost | | | Cost |
| | Cost | | | ---- | | | ---- |
| | ---- | | |Casualty-99.9% $26,714,335 | | |Neckura-100% DM 51,639 |
| |Casualty-100% $150,000,500 | | |Other Capital | | | |
| | | | |------------- | | | |
| | | | |Casualty-Ptd. $713,576 | | | |
| -------------------------------- | ------------------------------- | --------------------------------
| | |
| -------------------------------- | -------------------------------- | --------------------------------
| | SCOTTSDALE | | | NATIONAL CASUALTY | | | LEBEN DIREKT |
| | SURPLUS LINES | | | COMPANY | | | INSURANCE COMPANY |
| | INSURANCE COMPANY | | | (NC) | | | |
| |Common Stock: 10,000 | | | Common Stock: 100 Shares | | |Common Stock: 4,000 Shares |
|---|------------ Shares | |---| ------------- | |--|------------ |
| | | | | | | | |
| | Cost | | | Cost | | | Cost |
| | ---- | | | ---- | | | ---- |
| |SIC-100% $6,000,000 | | |Casualty-100% $67,442,439 | | |Neckura-100% DM 4,000,000 |
| | | | | | | | |
| -------------------------------- | -------------------------------- | --------------------------------
| | | |
| -------------------------------- | -------------------------------- | --------------------------------
| | NATIONAL PREMIUM & | | | NCC OF AMERICAN, LTD. | | | AUTO DIREKT |
| | BENEFIT ADMINISTRATION | | | (INACTIVE) | | | INSURANCE COMPANY |
| | COMPANY | | | | | | |
| |Common Stock: 10,000 | | | | | |Common Stock: 1500 Shares |
---|---|------------ Shares | | | | |--|------------ |
| | | | | | | |
| Cost | | | | | | Cost |
| ---- | | | | | | ---- |
|SIC-100% $10,000 | | |NC-100% | | |Neckura-100% DM 1,643,149 |
-------------------------------- | -------------------------------- | --------------------------------
| |
-------------------------------- | -------------------------------- | --------------------------------
| RP&C | | | SUN DIRECT | | | SVM SALES |
| INTERNATIONAL | | | VERSICHERUNGS - | | | GmbH |
| | | | AKTIENGESCLISCHAFT | | | |
|Common Stock: 1,000 | | |Common Stock: 1 Share | | |Common Stock: 50 Shares |
|------------ Shares |--------- |------------ |------------|------------ |
| | | | | |
| Cost | | Cost | | Cost |
| ---- | | ---- | | ---- |
|Casualty-20.3% $2,400,740 | |Neckura-100% $9,600,000 | |Neckura-100% DM 50,000 |
| | | EURO | | |
-------------------------------- -------------------------------- --------------------------------
</TABLE>
<PAGE> 73
<TABLE>
<CAPTION>
(right side)
<S> <C> <C> <C>
------------------------
| NATIONWIDE |
| FOUNDATION |
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
------------------------
---------------------------------------------------------------------------------------------------------------------|
|
--------------------------------------------------------------------------------------------------------------- |
| | | | |
| | | | |
| -------------------------------- | -------------------------------- | -------------------------------------
| | SCOTTSDALE | | | NATIONWIDE CASH | | | NATIONWIDE |
| | INDEMNITY COMPANY | | | MANAGEMENT COMPANY | | | CORPORATION |
| | | | | | | | |
| | | | | | | |Common Stock: Control: |
| |Common Stock: 50,000 | | |Common Stock: 100 Shares | | |------------ ------- |
|-----|------------ Shares | |----|------------ | | |$13,642,432 100% |
| | | | | Cost | | | Shares Cost |
| | Cost | | | ---- | | | ------ ---- |
| | ---- | | |Casualty-100% $11,226 | | |Casualty 12,992,922 $1,182,959,447 |
| |Casualty-100% $8,800,000 | | | | | |Fire 649,510 111,835,185 |
| | | | | | | | (See Page 2) |
| -------------------------------- | -------------------------------- | -------------------------------------
| | |
| -------------------------------- | -------------------------------- | -------------------------------------
| | NATIONWIDE | | | NATIONWIDE | | | ALLNATIONS, INC. |
| | INDEMNITY COMPANY | | | ARENA LLC | | |Common Stock: 12,167 Shares |
| | | | | | | |------------- Cost |
|-----|Common Stock: 28,000 | |....| | |-----| ---- |
| |------------ Shares | | | | | |Casualty-16% $91,600 |
| | | | | | | |Fire-16% $91,742 |
| | Cost | | | | | |Preferred Stock 1,466 Shares |
| | ---- | | |Casualty-90% | | |--------------- Cost |
| |Casualty-100% $594,529,000 | | | | | | ---- |
| | | | | | | |Casualty-6.8% $100,000 |
| | | | | | | |Fire-6.8% $100,000 |
| -------------------------------- | -------------------------------- | -------------------------------------
| | |
| -------------------------------- | -------------------------------- | -------------------------------------
| | LONE STAR | | | NATIONWIDE | | | NATIONWIDE INTERNATIONAL |
| | GENERAL AGENCY, INC. | | | EXCLUSIVE DISTRIBUTION | | | UNDERWRITERS |
| | | | | COMPANY, LLC (NEDCO) | | | |
------|Common Stock: 1,000 | |....| | |-----|Common Stock: 1,000 |
| |------------ Shares | | | Single Member Limited | | |------------- Shares |
| | | | | Liability Company | | | |
| | Cost | | | | | | Cost |
| | ---- | | |Casualty-100% | | | ---- |
| |Casualty-100% $5,000,000 | | | | | |Casualty-100% $10,000 |
| -------------------------------- | -------------------------------- | -------------------------------------
| || | | |
| -------------------------------- | -------------------------------- | -------------------------------------
| | COLONIAL COUNTY | | | INSURANCE | | | CALFARM INSURANCE |
| | MUTUAL INSURANCE | | | INTERMEDIARIES, INC. | | | COMPANY |
| | COMPANY | | | | | | |
| | | | |Common Stock: 1,615 Shares | | |Common Stock: 52,000 |
| | | | |------------- | |-----|-------------- Shares |
| | | | | Cost | | |
| |Surplus Debentures: | | | ---- | | Cost |
| |------------------- | | |NEDCO-100% $1,615,000 | | ---- |
| | Cost | | -------------------------------- |Casualty-100% $106,164,995 |
| | ---- | | | |
| |Colonial $500,000 | | -------------------------------- -------------------------------------
| |Lone Star 150,000 | | | eNATIONWIDE, LLC | |
| -------------------------------- | | (eNat) | -------------------------------------
| | | | | CALFARM INSURANCE |
| -------------------------------- | | | | AGENCY |
| | NATIONWIDE SERVICES | |....| Single Member Limited | | |
| | COMPANY, LLC | | Liability Company | | |
| | | | | | |
| |Single Member Limited | |----| | |Common Stock: 1,000 shares |
|.....|Liability Company | | | | |------------- |
| | | | | | | |
| | | | |Casualty-100% | | |
| |Casualty-100% | | | | | |
| | | | -------------------------------- |CalFarm Insurance |
| -------------------------------- | |Company - 100% |
| | -------------------------------- -------------------------------------
| | | DISCOVER INSURANCE | |
| -------------------------------- | | COMPANY, LLC | -------------------------------------
| | AMERICAN MARINE | | | | | CAL-AG INSURANCE |
| | UNDERWRITERS, INC. | | | | | SERVICES |
| | | | | Single Member Limited | | |
| |Common Stock: 20 Shares | |....| Liability Company | |Common Stock: 100 Shares |
|-----|------------ | | | | |------------ |
| | Cost | | | | | |
| | ---- | | |eNat-100% | |CalFarm Insurance |
| |Casualty-100% $5,020 | | | | |Agency-100% |
| | | | -------------------------------- -------------------------------------
| -------------------------------- |
| | --------------------------------
| --------------------------------- | | DISCOVER COMPANY |
| | NATIONWIDE INSURANCE | | | OF TEXAS, LLC |
| | COMPANY OF FLORIDA | | | |
| | | | | Single Member Limited |
| | Liability Company | |....| Liability Company |
| |Common Stock: 10,000 Shares | | |
|-----|------------- | | |
| Cost | |eNat-100% |
| ---- | | |
|Casualty-100% $300,000,000 | --------------------------------
| |
---------------------------------
Subsidiary Companies -- Solid Line
Contractual Association -- Double Line
Limited Liability Company -- Dotted Line
June 30, 2000
</TABLE>
Page 1
<PAGE> 74
<TABLE>
<CAPTION>
(Left Side)
<S> <C> <C> <C> <C> <C> <C>
|----------------------------------|-----------------------------------|-----------------------------
| | |
----------------------------- ----------------------------- -----------------------------
| NATIONWIDE LIFE INSURANCE | | NATIONWIDE | | NATIONWIDE TRUST |
| COMPANY (NW LIFE) | | FINANCIAL SERVICES | | COMPANY, FSB |
| | | CAPITAL TRUST | | Common Stock: 2,800,000 |
| Common Stock: 3,814,779 | | Preferred Stock: | | ------------ Shares |
| ------------ Shares | | --------------- | | Cost |
| | | | | ---- |
| NFS--100% | | NFS--100% | | NFS--100% $3,000,000 |
----------------|------------ ----------------------------- -----------------------------
|
| |--------------------------
----------------------------- | ----------------------------- -----------------------------
| NATIONWIDE LIFE AND | | | NATIONWIDE | | NATIONWIDE FINANCIAL |
| ANNUITY INSURANCE COMPANY | | | ADVISORY SERVICES, INC | | INSTITUTION DISTRIBUTORS |
| | | | (NW ADV. SERV.) | | AGENCY, INC. (NFIDAI) |
| Common Stock: 66,000 | | | Common Stock: 7,676 | | |
| ------------ Shares |--|--| ------------ Shares |==== | |
| | | | | || | |
| Cost | | | Cost | || | Common Stock: 1,000 Shares|
| ---- | | | ---- | || | ------------ |
| NW Life-100% $58,070,003 | | | NW Life-100% $5,996,261 | || | NFSDI-100% |
----------------------------- | ----------------------------- || --------------|--||----------
| || | ||
----------------------------- | ----------------------------- || ----------------------------- | || -----------------------
| NATIONWIDE INVESTMENT | | | NATIONWIDE MUTUAL | || | FINANCIAL HORIZONS | | || | |
| SERVICES CORPORATION | | | FUNDS | || | DISTRIBUTORS AGENCY | | || | |
| | | | | || | OF ALABAMA, INC. | | || | |
| Common Stock: 5,000 | | | OHIO BUSINESS TRUST | || | | | || | FLORIDA |
| ------------ Shares | | | | || | Common Stock: 10,000 | | || | RECORDS |===
| |--| | |==|| | ------------ Shares |-- || | ADMINISTRATOR, |
| | | | | || | | | || | INC |
| Cost | | | | || | Cost | | || | |
| ---- | | | | || | ---- | | || | |
| NW Life-100% $529,728 | | | | || | NFIDAI-100% $100 | | || | |
----------------------------- | ----------------------------- || ----------------------------- | || -----------------------
| || | ||
----------------------------- | ----------------------------- || ----------------------------- | || -----------------------
| NATIONWIDE FINANCIAL | | | NATIONWIDE | || | LANDMARK FINANCIAL | | || | |
| ASSIGNMENT | | | SEPARATE ACCOUNT | || | SERVICES OF | | || | |
| COMPANY | | | TRUST | || | NEW YORK, INC. | | || | |
| | | | | || | | | || | |
| | | | | || | Common Stock: 10,000 | | || | FINANCIAL HORIZONS |
| |--| | MASSACHUSETTS |==|| | ------------ Shares |-- ||==| DISTRIBUTORS AGENCY |
| | | | BUSINESS TRUST | || | | | || | OF OHIO, INC |
| | | | | || | Cost | | || | |
| | | | | || | ---- | | || | |
| NW Life-100% | | | | || | NFIDAI-100% $10,100 | | || | |
----------------------------- | ----------------------------- || ----------------------------- | || -----------------------
| || | ||
----------------------------- | ----------------------------- || ----------------------------- | || -----------------------
| NATIONWIDE REALTY | | | NATIONWIDE | || | FINANCIAL HORIZONS | | || | |
| INVESTORS, LTD. | | | ASSET ALLOCATION TRUST | || | SECURITIES CORP. | | || | |
| | | | | || | | | || | |
| Units: | | | | || | Common Stock: 10,000 | | || | FINANCIAL HORIZONS |
| ------ |..| | OHIO BUSINESS TRUST |==|| | ------------ Shares |-- ||==| DISTRIBUTORS AGENCY |
| | | | | | | | || | OF OKLAHOMA, INC |
| | | | | | Cost | | || | |
| NW Life-70% | | | | | ---- | | || | |
| NW Mutual-30% | | | | | NFIDAI-100% $153,000 | | || | |
----------------------------- | ----------------------------- ----------------------------- | || -----------------------
| | ||
----------------------------- | ----------------------------- | || -----------------------
| NATIONWIDE | | | AFFILIATE AGENCY, INC. | | || | |
| PROPERTIES, LTD. | | | | | || | |
| | | | | | || | |
| Units: |..| | Common Stock: 100 | | || | FINANCIAL HORIZONS |
| ------ | | ------------ Shares |-- ||==| DISTRIBUTORS AGENCY |
| | | | | || | OF TEXAS, INC |
| | | Cost | | || | |
| NW Life-97.6% | | ---- | | || | |
| NW Mutual-2.4% | | NFIDAI-100% $100 | | || | |
----------------------------- ----------------------------- | || -----------------------
| ||
----------------------------- | || -----------------------
| NATIONWIDE FINANCIAL | | || | |
| INSTITUTION DISTRIBUTORS | | || | |
| INSURANCE AGENCY, | | || | |
| INC. OF MASS. | | || | AFFILIATE |
| |-- ====| AGENCY OF |
|Common Stock: 100 Shares | | | OHIO, INC |
|------------ | | | |
| | | | |
|NFIDAI-100% | | | |
----------------------------- | -----------------------
----------------------------- |
| NATIONWIDE FINANCIAL | |
| INSTITUTION DISTRIBUTORS | |
| INSURANCE AGENCY, INC. | |
| OF NEW MEXICO |--
| |
|Common Stock: 100 Shares |
|------------ |
| |
|NFIDAI-100% |
-----------------------------
</TABLE>
<PAGE> 75
<TABLE>
<CAPTION>
(Center)
NATIONWIDE(R)
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------------------- --------------------------------------------------
| NATIONWIDE MUTUAL | | NATIONWIDE MUTUAL |
| INSURANCE COMPANY |================================| FIRE INSURANCE COMPANY |
| (CASUALTY) | | | (FIRE) |
-------------------------------------------------- | --------------------------------------------------
|
-----------------------------------------
| NATIONWIDE CORPORATION (NW CORP) |
| COMMON STOCK: CONTROL: |
| ------------ ------- |
| 13,642,432 100% |
| SHARES COST |
| ------ ---- |
|CASUALTY 12,992,922 $1,182,959,447 |
|FIRE 649,510 111,385,185 |
-------------------|---------------------
|--------------------------------------------------------------
---------------|-------------
| NATIONWIDE FINANCIAL |
| SERVICES, INC. (NFS) |
| |
|Common Stock: Control: |
|------------ ------- |
| |
| |
|Class A Public-100% |
|CLASS B NW CORP-100% |
---------------|-------------
|
-----------|-------------------------|-------------------------|--------------------------|-------------------------|
| | | | |
-----------|------------ ------------|------------ ------------|------------ -------------|------------ ------------|-------------
|NFS DISTRIBUTORS, INC.| | NATIONWIDE FINANCIAL | | NATIONWIDE FINANCIAL | |PENSION ASSOCIATES, INC.| |VILLANOVA CAPITAL, INC. |
| (NFSDI) | | SERVICES CAPITAL | |SERVICES (BERMUDA) INC.| |Common Stock: 1,000 | |Common Stock: 958,750 |
| | | TRUST II | |Common Stock: 250,000 | |------------ Shares | |------------- Shares |
| | | | |------------- Shares | | | |NFS-96% |
| | | | | Cost | | Cost | |Preferred Stock: 500,000|
|NFS-100% | | | | ---- | | ---- | |--------------- Shares |
| | | NFS-100% | |NFS-100% $3,500,000 | | NFS-100% $2,839,392| |NFS-100% |
-----------|------------ ------------------------- ------------------------- -------------------------- ------------|-------------
|
-----------|---------|----------------|--------------------------| |-------------------------|---------------
-----------|-------- | ---------------|------------ -------------|------------ -----------|------------- -----------|-------------
|NATIONAL DEFERRED | | |THE 401(k) COMPANIES, INC.| | NATIONWIDE RETIREMENT | | VILLANOVA S.A. CAPITAL| | MORLEY FINANCIAL |
|COMPENSATION, INC.| | | (401(k)) | | SOLUTIONS, INC. (NRS)| | TRUST (VSA) | |SERVICES, INC. (MORLEY)|
| | | | | |Common Stock: 236,494 | | | |Common Stock: 82,343 |
| | | |Common Stock: Control | |------------- Shares | | | |------------ Shares |
| | | |------------- ------- | | | | | | |
|NFSDI-100% | | |Class A Other-100% | | | | | |VILLANOVA CAPITAL, INC.|
| | | |Class B NFS-100% | |NFSDI-100% | |DELAWARE BUSINESS TRUST| |-100% |
---||--------------- | ---------------------------- -------------|------------ -----------------|------- -----------|-------------
|| | | | | |
|| | | | | |------------|
|| | | | | |
|| --------------|------------|---------------------------- | -------------------------- | ---------------------------- |
|| | IRVIN L. SCHWARTZ ||| NATIONWIDE RETIREMENT | | |NATIONWIDE RETIREMENT | | | NATIONWIDE | |
|| | AND ASSOCIATES, INC. |||SOLUTIONS, INC. OF ALABAMA| | | SOLUTIONS, INC. OF | | | INVESTORS SERVICES, INC. | |
|| | ||| | | | NEW MEXICO | | | | |
|| |Common Stock: Control: |||Common Stock: 10,000 | | | Common Stock: 1,000 | | |Common Stock: 5 | |
===== |------------- -------- |||------------- Shares |--|--| ------------- Shares | |--|------------- Shares | |
|Class A Other-100%||| Cost | | | Cost | | | Cost | |
|Class B NFSDI-100%||| ---- | | | ---- | | | ---- | |
| |||NRS-100% $1,000 | | |NRS-100% $1,000 | | |VSA-100% $5,000 | |
---------------------------|---------------------------- | -------------------------- | ---------------------------- |
| | | |
---------------------------|---------------------------- | -------------------------- | ---------------------------- |
| 401(k) INVESTMENT ||| NATIONWIDE RETIREMENT | | | NATIONWIDE RETIREMENT | | | NATIONWIDE GLOBAL FUNDS | |
| SERVICES, INC. |||SOLUTIONS, INC. OF ARIZONA| | | SOLUTIONS, INC. OF | | | | |
| ||| | | | SO. DAKOTA | | | | |
|Common Stock: 1,000,000 |||Common Stock: 1,000 | | |Common Stock: 1,000 | | | | |
|------------ Shares |-|------------- Shares |--|--|------------- Shares | |==| LUXEMBOURG SICAV | |--
| ||| Cost | | | Cost | | | | |
| Cost ||| ---- | | | ---- | | | | |
| ---- |||NRS-100% $1,000 | | |NRS-100% $1,000 | | | | |
|401(k)-100% $7,800 ||---------------------------- | -------------------------- | ---------------------------- |
---------------------------| | | |
|---------------------------- | -------------------------- | ---------------------------- |
---------------------------|| NATIONWIDE RETIREMENT | | | NATIONWIDE RETIREMENT | | | ALLIED GROUP MERCHANT | |
| 401(k) INVESTMENT ||| SOLUTIONS, INC. OF | | | SOLUTIONS, INC. | | | BANKING CORPORATION | |
| ADVISORS, INC. ||| ARKANSAS | | | OF WYOMING | | | | |
| |||Common Stock: 50,000 |-----|Common Stock: 500 Shares| |--|Common Stock: 10,000 | |--
|Common Stock: 1,000 |||------------- Shares | | |------------- | |------------- Shares | |
|------------ Shares |-| Cost | | | Cost | | Cost | |
| ||| ---- | | | ---- | | ---- | |
| Cost |||NRS-100% $500 | | |NRS-100% $500 | |VSA-100% $146,653 | |
| ---- ||---------------------------- | -------------------------- ---------------------------- |
|401(k)-100% $1,000 || | |
---------------------------|---------------------------- | -------------------------- ---------------------------- |
|| NATIONWIDE RETIREMENT | | | NATIONWIDE RETIREMENT | | UNION BOND | |
---------------------------|| SOLUTIONS, INS. | | | SOLUTIONS, INC. | | & TRUST COMPANY | |
| 401(k) COMPANY ||| AGENCY, INC. | | | OF OHIO | | | |
| |||Common Stock: 1,000 | | | | |Common Stock: 2,000 | |
|Common Stock: 855,000 |||------------- Shares |--|==| | |------------- Shares |--|--
|------------ Shares ||| | | | | | | |
| ||| Cost | | | | | Cost | |
| Cost ||| ---- | | | | | ---- | |
| ---- |-|NRS-100% $1,000 | | | | |Morley-100% $50,000 | |
|401(k)-100% $1,000 ||---------------------------- | -------------------------- ---------------------------- |
---------------------------| | |
|---------------------------- | -------------------------- ---------------------------- |
---------------------------|| NATIONWIDE RETIREMENT | | | NATIONWIDE RETIREMENT | | PORTLAND INVESTMENT | |
| |||SOLUTIONS, INC. OF MONTANA| | | SOLUTIONS, INC. OF | | SERVICES, INC. | |
| ||| | | | OKLAHOMA | | | |
| RIVERVIEW AGENCY, INC. |||Common Stock: 500 | | | | |Common Stock: 1,000 | |
| |||------------- Shares |--|==| | |------------- Shares |--|--
| ||| Cost | | | | | Cost | |
| |=| ---- | | | | | ---- | |
| | |NRS-100% $500 | | | | |Morley-100% $25,000 | |
--------------------------- ---------------------------- | -------------------------- ---------------------------- |
| |
---------------------------- | -------------------------- ---------------------------- |
| NATIONWIDE RETIREMENT | | | NATIONWIDE RETIREMENT| | MORLEY & | |
| SOLUTIONS, INC. OF NEVADA| | | SOLUTIONS, INC. | | ASSOCIATES, INC. | |
| | | | OF TEXAS | | | |
|Common Stock: 1,000 |-- ==| | |Common Stock: 3,500 |--|
|------------- Shares | | | |------------- Shares |
| Cost | | | | Cost |
| ---- | | | | ---- |
|NRS-100% $1,000 | | | |Morley-100% $1,000 |
---------------------------- -------------------------- ----------------------------
</TABLE>
<PAGE> 76
<TABLE>
<CAPTION>
(Right)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
---------------|-------------- ------------------------------- | ----------------------------
| NATIONWIDE GLOBAL | | GATES MCDONALD | | | NATIONWIDE |
| HOLDINGS, INC. (NGH) | | & COMPANY (GATES) | | |HEALTH PLANS, INC. (NHP) |
| | | | | | |
|Common Stock: 1 Share | --|Common Stock: 254 Shares | | |---|Common Stock: 100 Shares |
|------------ | | |------------ | | | |------------ |
| Cost | | | Cost | | | | Cost |
| ---- | | | ---- | | | | ---- |
|NW Corp.-100% $257,000,000 | | |NW Corp.-100% $25,683,532 | | | | |
| | | |------------------------------ | | |NW Corp.-100% $14,603,732|
------------------------------ | | | ----------------------------
| |------------------------------ | | ----------------------------
| | MEDPROSOLUTIONS, INC. | | | | NATIONWIDE MANAGEMENT |
------------------------------ --| | | | | SYSTEMS, INC. |
| VILLANOVA MUTUAL FUND | | | Cost | | | | |
| CAPITAL TRUST (VMF) | | | ---- | | |---|Common Stock: 100 Shares |
----|----| | | |Gates-100% $6,700,000 | | | |------------- |
| | | | | | | | | Cost |
| | | | | | | | | ---- |
| | | | ------------------------------- | | |NHP Inc.-100% $25,149 |
| | | | | | ----------------------------
| | | | |------------------------------ | | ----------------------------
| | DELAWARE BUSINESS TRUST | | | GATES MCDONALD & | | | | NATIONWIDE |
| ------------------------------ | | COMPANY OF NEW YORK, INC. | | | | AGENCY, INC. |
| --| | | | | |
| ------------------------------ | |Common Stock: 3 Shares | | |---|Common Stock: 100 Shares |
| | NORTHPOINTE | | |------------ | | |------------ |
| | CAPITAL LLC | | | Cost | | | Cost |
| | | | | ---- | | | ---- |
|----| | | |Gates-100% $106,947 | | |NHP Inc.-99% $116,077 |
| | | ------------------------------- | ----------------------------
| | | |
| | | ------------------------------- | ----------------------------
|VILLANOVA CAPITAL, INC.-100%| | | GATES MCDONALD & | | | MRM INVESTMENTS, INC. |
------------------------------ | | COMPANY OF NEVADA | | | |
--| | -------|Common Stock: 1 Shares |
------------------------------ | |Common Stock: 40 Shares | |------------ |
| EXCALIBER FUNDING | | |------------ | | Cost |
| CORPORATION | | | Cost | | ---- |
---------|Common Stock: 1,000 Shares | | | ---- | |NW Corp.-100% $7,000,000 |
|------------- | | |Gates-100% $93,750 | ----------------------------
| Cost | | -------------------------------
| ---- | |
|Morley-100% $1,000 | | -------------------------------
------------------------------ | | GATES MCDONALD |
| | HEALTH PLUS, INC. |
------------------------------ --| |
| CALIBER FUNDING | | |Common Stock: 200 Shares |
| CORPORATION | | |------------ |
| | | | Cost |
---------| | | | ---- |
| | | |Gates-100% $2,000,000 |
| Morley-100% | | -------------------------------
| | |
------------------------------ | -------------------------------
| |NEVADA INDEPENDENT COMPANIES-|
| |MANUFACTURING TRANSPORTATION |
| | AND DISTRIBUTION |
--| |
| |Common Stock: 1,000 Shares |
| |------------ |
| |Gates-100% |
| -------------------------------
|
------------------------------ | -------------------------------
| MORLEY RESEARCH | | | NEVADA INDEPENDENT |
| ASSOCIATES, LTD. | | | COMPANIES-HEALTH AND |
---------| | --| NONPROFIT |
|Common Stock: 1,000 Shares | | |Common Stock: 1,000 Shares |
|------------- | | |------------ |
| Cost | | | |
| ---- | | |Gates-100% |
|Morley-100% $1,000 | | -------------------------------
------------------------------ |
| -------------------------------
------------------------------ | | NEVADA INDEPENDENT |
| MORLEY CAPITAL | | | COMPANIES-CONSTRUCTION |
| MANAGEMENT | --| |
| | | |Common Stock: 1,000 Shares |
---------|Common Stock: 500 Shares | | |------------ |
|------------- | | | |
| Cost | | |Gates-100% |
| ---- | | -------------------------------
|Morley-100% $5,000 | |
------------------------------ | -------------------------------
| | NEVADA INDEPENDENT |
| | COMPANIES-HOSPITALITY AND | Subsidiary Companies - Solid Line
--| ENTERTAINMENT | Contractual Association - Double Line
| | Limited Liability Company - Dotted Line
|Common Stock: 1,000 Shares |
|------------ |
| |
|Gates-100% | June 30, 2000
-------------------------------
Page 2
</TABLE>
<PAGE> 77
Item 27. NUMBER OF CONTRACT OWNERS
The number of Contract Owners of Qualified and Non-Qualified
Contracts as of January 31, 2000 was 769 and 764 respectively.
Item 28. INDEMNIFICATION
Provision is made in Nationwide's Amended and Restated Code of
Regulations and expressly authorized by the General Corporation
Law of the State of Ohio, for indemnification by Nationwide of
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a
director, officer or employee of Nationwide, against expenses,
including attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, to the extent
and under the circumstances permitted by the General Corporation
Law of the State of Ohio.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors,
officers or persons controlling Nationwide pursuant to the
foregoing provisions, Nationwide has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 29. PRINCIPAL UNDERWRITER
(a) INVESTMENT COMPANIES FOR WHICH VAN KAMPEN FUNDS INC. ACTS
AS PRINCIPAL UNDERWRITER OR DEPOSITOR AS OF APRIL 1, 2000
Van Kampen U.S. Government Trust
Van Kampen U.S. Government Fund
Van Kampen Tax Free Trust
Van Kampen Insured Tax Free Income Fund
Van Kampen Tax Free High Income Fund
Van Kampen California Insured Tax Free Fund
Van Kampen California Municipal Income Fund
Van Kampen Municipal Income Fund
Van Kampen Intermediate Term Municipal Income Fund
Van Kampen Florida Insured Tax Free Income Fund
Van Kampen New York Tax Free Income Fund
Van Kampen Trust
Van Kampen High Yield Fund
Van Kampen Strategic Income Fund
Van Kampen Equity Trust
Van Kampen Aggressive Growth Fund
Van Kampen Growth Fund
Van Kampen Small Cap Value Fund*
Van Kampen Utility Fund
Van Kampen Equity Trust II
Van Kampen Technology Fund
<PAGE> 78
<TABLE>
<S> <C>
Van Kampen Growth and Income Fund II*
Van Kampen High Yield & Total Return Fund
Van Kampen International Magnum Fund
Van Kampen Japanese Equity Fund*
Van Kampen Latin American Fund
Van Kampen Mid Cap Growth Fund
Van Kampen Tax Managed Global Franchise Fund
Van Kampen Value Fund
Van Kampen Worldwide High Income Fund
Insured Municipals Income Trust Series 419
Florida Insured Municipals Income Trust Series 129
Michigan Insured Municipals Income Trust Series 160
New York Insured Municipals Income Trust Series 149
The Dow(SM)Strategic 10 Trust February 2000 Series
The Dow(SM)Strategic 10 Trust February 2000 Traditional Series
The Dow(SM)Strategic 5 Trust February 2000 Series
The Dow(SM)Strategic 5 Trust February 2000 Traditional Series
EAFE Strategic 20 Trust February 2000 Series
Strategic Picks Opportunity Trust February 2000 Series
NASDAQ Strategic 10 Trust February 2000 Series
Dow 30 Index Trust Series 9
Dow & Tech Strategic 10 Trust Series 3/00
Global Energy Trust Series 12
Financial Institutions Trust Series 3a
Financial Institutions Trust Series 3b
Edward Jones Select Growth Trust February 2000 Series
Internet Trust Series 19A
Internet Trust Series 19B
Morgan Stanley High-Technology 35 Index TrustSeries Series 11A
Morgan Stanley High-Technology 35 Index TrustSeries Series 11B
Pharmaceutical Trust Series 9A
Pharmaceutical Trust Series 9B
Telecommunications & Bandwith Trust Series 9A
Telecommunications & Bandwith Trust Series 9B
Semi-Conductor Trust Series 1A
Semi-Conductor Trust Series 1B
Global Wireless Trust Series 2A
Global Wireless Trust Series 2B
Roaring 2000s Trust Series 5a
Roaring 2000s Trust Series 5b
Roaring 2000s Traditional Series 4
Morgan Stanley Multinational Index TrustSeries Series 2a
Morgan Stanley Multinational Index TrustSeries Series 2b
Software Trust Series 2A
Software Trust Series 2B
Baird Economic Outlook Trust
Matcity - Great American Equities Trust Series 3
Matcity - Great American Value Trust Series 1
Josephthal - The New Millennium Consumer Trust,
Retail.com Portfolio
</TABLE>
* Funds that have not commenced investment operations.
<PAGE> 79
<TABLE>
<CAPTION>
OFFICERS
VAN KAMPEN FUNDS INC.
NAME OFFICE LOCATION
<S> <C> <C>
Richard F. Powers III Chairman & Chief Executive Officer Oakbrook Terrace, IL
John H. Zimmerman III President Oakbrook Terrace, IL
A. Thomas Smith III Executive Vice President, General Oakbrook Terrace, IL
Counsel, and Secretary Oakbrook Terrace, IL
Steven M. Massoni Executive Vice President Oakbrook Terrace, IL
William R. Rybak Executive Vice President, Chief
Financial Officer & Treasurer Oakbrook Terrace, IL
Michael H. Santo Executive Vice President, Chief
Operations & Technology Officer Oakbrook Terrace, IL
Colette M. Saucedo Executive Vice President & Chief
Administrative Officer Houston, TX
David Michael Swanson Executive Vice President & Chief
Marketing Officer Oakbrook Terrace, IL
Laurence J. Althoff Senior Vice President & Controller Oakbrook Terrace, IL
Don J. Andrews Senior Vice President & Chief
Compliance Officer Oakbrook Terrace, IL
Sara Louise Badler Senior Vice President, Deputy General
Counsel & Assistant Secretary Oakbrook Terrace, IL
James J. Boyne Sr. Vice President, Deputy General Oakbrook Terrace, IL
Counsel & Assistant Secretary
Glenn M. Cackovit Sr. Vice President Oakbrook Terrace, IL
Gary R. DeMoss Sr. Vice President Oakbrook Terrace, IL
John E. Doyle Sr. Vice President Oakbrook Terrace, IL
Richard G. Golod Sr. Vice President Annapolis, MD
Eric J. Hargens Sr. Vice President Oakbrook Terrace, IL
Dominic C. Martellaro Sr. Vice President Oakbrook Terrace, IL
Carl E. Mayfield Sr. Vice President Lakewood, CO
Mark R. McClure Sr. Vice President Oakbrook Terrace, IL
Robert F. Muller, Jr. Sr. Vice President Houston, TX
Walter E. Rein Sr. Vice President Oakbrook Terrace, IL
James J. Ryan Sr. Vice President Oakbrook Terrace, IL
Frederick Shepherd Sr. Vice President Houston, TX
Robert S. West Sr. Vice President Oakbrook Terrace, IL
Weston B. Wetherell Sr. Vice President & Asst. Secretary Oakbrook Terrace, IL
Patrick J. Woelfel Sr. Vice President Oakbrook Terrace, IL
Edward G. Wood, III Sr. Vice President & Chief Operating Officer Oakbrook Terrace. IL
James Robert Yount Sr. Vice President Coto De Caza, CA
Patricia A. Bettlach 1st Vice President Chesterfield, MO
Gregory Heffington 1st Vice President Ft. Collins, CO
David S. Hogaboom 1st Vice President Oakbrook Terrace, IL
Maura A. McGrath 1st Vice President New York, NY
Thomas Rowley 1st Vice President Oakbrook Terrace, IL
Andrew J. Scherer 1st Vice President Oakbrook Terrace, IL
James D. Stevens 1st Vice President North Andover, MA
</TABLE>
<PAGE> 80
<TABLE>
<S> <C> <C>
James K. Ambrosio Vice President Massapequa, NY
Brian P. Arcara Vice President Buffalo, NY
Timothy R. Armstrong Vice President Wellington, FL
Matthew T. Baker Vice President Oakbrook Terrace, IL
Shakeel Anwar Barkat Vice President Annapolis, MD
Scott C. Bemstiel Vice President Plainsboro, NJ
Carol S. Biegel Vice President Oakbrook Terrace, IL
Christopher M. Bisaillon Vice President Oakbrook Terrace, IL
William Edward Bond Vice President New York, NY
Michael P. Boos Vice President Oakbrook Terrace, IL
Robert C. Brooks Vice President Oakbrook Terrace, IL
Elizabeth M. Brown Vice President Houston, TX
Michael Winston Brown Vice President Colleyville, TX
William F. Burke, Jr. Vice President Mendham, NJ
Loren Burket Vice President Plymouth, MN
Juanita E. Buss Vice President Kennesaw, GA
Christine Cleary Byrum Vice President Tampa, FL
Richard J. Charlino Vice President Houston, TX
Deanne Margaret Chiaro Vice President Oakbrook Terrace, IL
Scott A. Chriske Vice President Plano, TX
German Clavijo Vice President Atlanta, GA
Dominick Cogliandro Vice President & Asst. Treasurer New York, NY
Michael Colston Vice President Louisville, KY
Kevin J. Connors Vice President Oakbrook Terrace, IL
Gina M. Costello Vice President & Asst. Secretary Oakbrook Terrace, IL
Suzanne Cummings Vice President Oakbrook Terrace, IL
Michael E. Eccleston Vice President Oakbrook Terrace, IL
William J. Fow Vice President Redding, CT
Charles Friday Vice President Gibsonia, PA
Kyle D. Haas Vice President Oakbrook Terrace, IL
Daniel Hamilton Vice President Austin, TX
John G. Hansen Vice President Oakbrook Terrace, IL
Michael D. Hibsch Vice President Oakbrook Terrace, IL
Susan J. Hill Vice President & Senior Attorney Oakbrook Terrace, IL
Thomas R. Hindelang Vice President Gilbert, AZ
Bryn M. Hoggard Vice President Houston, TX
Michelle Huber Vice President Oakbrook Terrace, IL
Michael B. Hughes Vice President Oakbrook Terrace, IL
Lowell Jackson Vice President Norcross, GA
Kevin G. Jajuga Vice President Baltimore, MD
Laurie L. Jones Vice President Houston, TX
Robert Daniel Kendall Vice President Oakbrook Terrace, IL
Michael C. Kinney Vice President Oakbrook Terrace, IL
Dana R. Klein Vice President Oakbrook Terrace, IL
Frederick Kohly Vice President Miami, FL
Patricia D. Lathrop Vice President Tampa, FL
Brian Laux Vice President Staten Island, NY
Tony E. Leal Vice President Houston, TX
S. William Lehew III Vice President Charlotte, NC
Ivan R. Lowe Vice President Houston, TX
Richard M. Lundgren Vice President Oakbrook Terrace, IL
</TABLE>
<PAGE> 81
<TABLE>
<S> <C> <C>
Patrick M. Zacchea Vice President Oakbrook Terrace, IL
Scott F. Becker Asst. Vice President Oakbrook Terrace, IL
Brian E. Binder Asst. Vice President Oakbrook Terrace, IL
Billie J. Bronaugh Asst. Vice President Houston, TX
Lynn Chadderton Asst. Vice President Valnco, FL
Phillip C. Ciulla Asst. Vice President Oakbrook Terrace, IL
Amy Cooper Asst. Vice President Oakbrook Terrace, IL
Paula M. Duerr Asst. Vice President Oakbrook Terrace, IL
Tammy Echevarria-Davis Asst. Vice President Oakbrook Terrace, IL
Walter C. Gray Asst. Vice President Houston, TX
Nancy Johannsen Asst. Vice President Oakbrook Terrace, IL
Thomas G. Johnson Asst. Vice President New York, NY
Tara Gay Jones Asst. Vice President Oakbrook Terrace, IL
Robin R. Jordan Asst. Vice President Oakbrook Terrace, IL
Holly Kay Lieberman Asst. Vice President Oakbrook Terrace, IL
Gregory Todd Mino Asst. Vice President Oakbrook Terrace, IL
Barbara Novak Asst. Vice President Oakbrook Terrace, IL
Christopher Perozek Asst. Vice President Oakbrook Terrace, IL
Christine K. Putong Asst. Vice President & Asst. Secretary Oakbrook Terrace, IL
Leah Richardson Asst. Vice President Oakbrook Terrace, IL
David P. Robbins Asst. Vice President Oakbrook Terrace, IL
Regina Rosen Asst. Vice President Oakbrook Terrace, IL
Pamela S. Salley Asst. Vice President Houston, TX
David T. Saylor Asst. Vice President Oakbrook Terrace, IL
Katherine P. Scherer Asst. Vice President Oakbrook Terrace, IL
Heather K. Schmitt Asst. Vice President Oakbrook Terrace, IL
Lisa Schultz Asst. Vice President Oakbrook Terrace, IL
Laurel H. Shipes Asst. Vice President Oakbrook Terrace, IL
Lauren B. Sinai Asst. Vice President Oakbrook Terrace, IL
Scott Stevens Asst. Vice President Oakbrook Terrace, IL
Kristen L. Transier Asst. Vice President Houston, TX
Damienne C. Trippiedi Asst. Vice President Oakbrook Terrace, IL
Michael Trizil Asst. Vice President Oakbrook Terrace, IL
David H. Villarreal Asst. Vice President Oakbrook Terrace, IL
Judy W. Woolley Asst. Vice President Houston, TX
Cathy Napoli Assistant Secretary Oakbrook Terrace, IL
John Browning Officer Oakbrook Terrace, IL
Leticia George Officer Houston, TX
William D. McLaughlin Officer Houston, TX
Rebecca Newman Officer Houston, TX
John Yovanovic Officer Houston, TX
</TABLE>
DIRECTORS
VAN KAMPEN FUNDS INC.
<TABLE>
<CAPTION>
NAME OFFICE LOCATION
<S> <C> <C>
Richard F. Powers III Chairman & Chief 1 Parkview Plaza
Executive Officer P.O. Box 5555
Oakbrook Terrace, IL 60181-5555
</TABLE>
<PAGE> 82
<TABLE>
<S> <C> <C>
A. Thomas Smith III Executive Vice President, 1 Parkview Plaza
General Counsel & P.O. Box 5555
Secretary Oakbrook Terrace, IL 60181-5555
William R. Rybak Executive Vice President, 1 Parkview Plaza
Chief Financial Officer P.O. Box 5555
& Treasurer Oakbrook Terrace, IL 60181-5555
John H. Zimmerman III President 1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, IL 60181-5555
</TABLE>
Item 30. LOCATION OF ACCOUNTS AND RECORDS
John Davis
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43216
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKINGS
The Registrant hereby undertakes to:
(a) file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that
the audited financial statements in the registration
statement are never more than 16 months old for so long
as payments under the variable annuity contracts may be
accepted;
(b) include either (1) as part of any application to
purchase a contract offered by the prospectus, a space
that an applicant can check to request a Statement of
Additional Information, or (2) a post card or similar
written communication affixed to or included in the
prospectus that the applicant can remove to send for a
Statement of Additional Information; and
(c) deliver any Statement of Additional Information and any
financial statements required to be made available under
this form promptly upon written or oral request.
The Registrant represents that any of the contracts which are
issued pursuant to Section 403(b) of the Internal Revenue Code
are issued by Nationwide through the Registrant in reliance
upon, and in compliance with, a no-action letter issued by the
Staff of the SEC to the American Council of Life Insurance
(publicly available November 28, 1988) permitting withdrawal
restrictions to the extent necessary to comply with Section
403(b)(11) of the Internal Revenue Code.
Nationwide represents that the fees and the charges deducted
under the contract in the aggregate are reasonable in relation
to the services rendered, the expenses expected to be incurred,
and the risks assumed by Nationwide.
<PAGE> 83
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of Nationwide Life Insurance Company and Contract Owners
of Nationwide Variable Account-3:
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Services" in the Statement of Additional Information.
KPMG LLP
Columbus, Ohio
April 28, 2000
<PAGE> 84
SIGNATURES
As required by the Securities Act of 1933, and the Investment Company Act of
1940, the Registrant, NATIONWIDE VARIABLE ACCOUNT-3, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment - 15 and has caused this Post-Effective Amendment to be
signed on its behalf in the City of Columbus, and State of Ohio, on this 20th
day of September, 2000.
NATIONWIDE VARIABLE ACCOUNT-3
--------------------------------------------------------------
(Registrant)
NATIONWIDE LIFE INSURANCE COMPANY
--------------------------------------------------------------
(Depositor)
By/s/STEVEN SAVINI, ESQ.
--------------------------------------------------------------
Steven Savini, Esq.
As required by the Securities Act of 1933, this Post-Effective Amendment has
been signed by the following persons in the capacities indicated on the 20th day
of September, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C> <C>
LEWIS J. ALPHIN Director
-----------------------------------------------
Lewis J. Alphin
A. I. BELL Director
-----------------------------------------------
A. I. Bell
NANCY C. BREIT Director
-----------------------------------------------
Nancy C. Breit
KENNETH D. DAVIS Director
-----------------------------------------------
Kenneth D. Davis
KEITH W. ECKEL Director
-----------------------------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
-----------------------------------------------
Willard J. Engel
FRED C. FINNEY Director
-----------------------------------------------
Fred C. Finney
JOSEPH J. GASPER President and Chief Operating
----------------------------------------------- Officer and Director
Joseph J. Gasper
W.G. JURGENSEN Chief Executive Officer Elect
----------------------------------------------- and Director
W.G. Jurgensen Chairman and Chief Executive
DIMON R. MCFERSON
-----------------------------------------------
Dimon R. McFerson
DAVID O. MILLER Chairman of the Board and
----------------------------------------------- Director
David O. Miller
YVONNE L. MONTGOMERY Director
-----------------------------------------------
Yvonne L. Montgomery
ROBERT A. OAKLEY Executive Vice President and Chief
----------------------------------------------- Financial Officer
Robert A. Oakley
RALPH M. PAIGE Director
-----------------------------------------------
Ralph M. Paige
JAMES F. PATTERSON Director
-----------------------------------------------
James F. Patterson
ARDEN L. SHISLER Director By /s/ STEVEN SAVINI
----------------------------------------------- --------------------------------------
Arden L. Shisler Steven Savini
ROBERT L. STEWART Director Attorney-in-Fact
-----------------------------------------------
Robert L. Stewart
</TABLE>
