UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20062007

or

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 2-64559

 


NATIONWIDE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

 


 

Ohio 31-4156830

(State or other jurisdiction of incorporation or organization)

 (IRS Employer Identification No.)
One Nationwide Plaza, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)

(614) 249-7111

(Registrant’s telephone number, including area code)

 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

No established published trading market exists for the registrant’s common stock, par value $1.00 per share. As of October 27, 2006,26, 2007, 3,814,779 shares of the registrant’s common stock were outstanding, all of which are held by Nationwide Financial Services, Inc.

The Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form in the reduced disclosure format.

 



NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 20062007

TABLE OF CONTENTS

 

PART I –FINANCIAL INFORMATION

  1
  

ITEM 1

Condensed Consolidated Financial Statements

  1
  

ITEM 2

Management’s Narrative Analysis of the Results of Operations

  2022
  

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

  46
  

ITEM 4

Controls and Procedures

  46

PART II –OTHER INFORMATION

  47
  

ITEM 1

Legal Proceedings

  47
  

ITEM 1A

Risk Factors

  47
  

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

  47
  

ITEM 3

Defaults Upon Senior Securities

  47
  

ITEM 4

Submission of Matters to a Vote of Security Holders

  47
  

ITEM 5

Other Information

  47
  

ITEM 6

Exhibits

  47

SIGNATURE

  48


PART I – FINANCIAL INFORMATION

ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Condensed Consolidated Statements of Income

(Unaudited)

(in millions)

 

  Three months ended
September 30,
 Nine months ended
September 30,
  Three months ended
September 30,
 Nine months ended
September 30,
 
  2006 2005 2006 2005  2007 2006 2007 2006 

Revenues:

          

Policy charges

  $277.8  $268.7  $846.0  $790.7  $302.6  $277.8  $892.1  $846.0 

Traditional life insurance and immediate annuity premiums

   76.2   58.9   230.0   190.3   68.9   76.2   211.6   230.0 

Net investment income

   516.9   534.3   1,546.7   1,578.7   477.3   516.9   1,488.0   1,546.7 

Net realized gains (losses) on investments, hedging instruments and hedged items

   10.5   (15.1)  (6.2)  6.1

Net realized (losses) gains on investments, hedging instruments

and hedged items

   (21.7)  10.5   (35.3)  (6.2)

Other income

   (1.5)  0.6   (0.7)  1.5   5.8   (1.5)  3.7   (0.7)
                         

Total revenues

   879.9   847.4   2,615.8   2,567.3   832.9   879.9   2,560.1   2,615.8 
                         

Benefits and expenses:

          

Interest credited to policyholder account values

   335.8   338.5   998.8   996.0   313.4   335.8   952.8   998.8 

Life insurance and annuity benefits

   112.7   91.1   329.1   282.1   121.9   112.7   360.9   329.1 

Policyholder dividends on participating policies

   7.3   6.9   20.9   24.9   6.7   7.3   17.4   20.9 

Amortization of deferred policy acquisition costs

   105.2   115.9   344.4   345.9   108.5   105.2   252.3   344.4 

Interest expense on debt, primarily with Nationwide Financial Services, Inc. (NFS)

   15.8   17.4   48.0   48.7   18.8   15.8   50.7   48.0 

Other operating expenses

   122.1   135.3   386.8   396.8   131.3   127.4   394.4   393.3 
                         

Total benefits and expenses

   698.9   705.1   2,128.0   2,094.4   700.6   704.2   2,028.5   2,134.5 
                         

Income from continuing operations before federal income tax expense (benefit)

   181.0   142.3   487.8   472.9

Federal income tax expense (benefit)

   50.8   (13.1)  2.8   70.3

Income from continuing operations before federal income tax expense

   132.3   175.7   531.6   481.3 

Federal income tax expense

   27.4   48.9   130.8   0.4 
             

Income from continuing operations

   104.9   126.8   400.8   480.9 

Cumulative effect of adoption of accounting principle, net of taxes

   —     —     (6.0)  —   
                         

Net income

  $130.2  $155.4  $485.0  $402.6  $104.9  $126.8  $394.8  $480.9 
                         

See accompanying notes to condensed consolidated financial statements.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Condensed Consolidated Balance Sheets

(in millions, except per share amounts)

 

  September 30,
2006
  December 31,
2005
  September 30,
2007
 December 31,
2006
  (Unaudited)     (Unaudited)  

Assets

       

Investments:

       

Securities available-for-sale, at fair value:

       

Fixed maturity securities (cost $25,446.8 in 2006; $26,958.9 in 2005)

  $25,561.7  $27,198.1

Equity securities (cost $27.2 in 2006; $35.1 in 2005)

   33.1   42.1

Fixed maturity securities (cost $24,189.9 and $25,197.2)

  $24,086.1  $25,275.4

Equity securities (cost $28.7 and $28.5)

   33.3   34.4

Mortgage loans on real estate, net

   8,239.4   8,458.9   7,840.2   8,202.2

Real estate, net

   82.2   84.9   25.3   54.8

Policy loans

   630.1   604.7   676.1   639.2

Other long-term investments

   627.0   641.5   583.0   598.9

Short-term investments, including amounts managed by a related party

   1,534.7   1,596.6   1,174.7   1,722.0
            

Total investments

   36,708.2   38,626.8   34,418.7   36,526.9

Cash

   2.5   0.9   1.4   0.5

Accrued investment income

   359.0   344.0   356.5   323.6

Deferred policy acquisition costs

   3,692.5   3,597.9   3,958.7   3,758.0

Other assets

   2,022.3   1,699.1   2,431.5   2,001.5

Assets held in separate accounts

   62,893.6   62,689.8   70,506.2   67,351.9
            

Total assets

  $105,678.1  $106,958.5  $111,673.0  $109,962.4
      
      

Liabilities and Shareholder’s Equity

       

Liabilities:

       

Future policy benefits and claims

  $34,415.2  $35,941.1  $32,821.7  $34,409.4

Short-term debt

   78.6   242.3   444.1   75.2

Long-term debt, payable to NFS

   700.0   700.0   700.0   700.0

Other liabilities

   3,103.1   3,130.1   2,931.8   2,980.2

Liabilities related to separate accounts

   62,893.6   62,689.8   70,506.2   67,351.9
            

Total liabilities

   101,190.5   102,703.3   107,403.8   105,516.7
            

Shareholder’s equity:

       

Common stock, $1 par value; authorized - 5.0 shares; issued and outstanding - 3.8 shares

   3.8   3.8   3.8   3.8

Additional paid-in capital

   274.4   274.4   274.4   274.4

Retained earnings

   4,158.4   3,883.4   4,058.6   4,138.8

Accumulated other comprehensive income

   51.0   93.6

Accumulated other comprehensive (loss) income

   (67.6)  28.7
            

Total shareholder’s equity

   4,487.6   4,255.2   4,269.2   4,445.7
            

Total liabilities and shareholder’s equity

  $105,678.1  $106,958.5  $111,673.0  $109,962.4
            

See accompanying notes to condensed consolidated financial statements.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Condensed Consolidated Statements of Changes in Shareholder’s Equity

Nine Months Ended September 30, 20062007 and 20052006

(Unaudited)

(in millions)

 

  Common
stock
  Additional
paid-in
capital
  Retained
earnings
 Accumulated
other
comprehensive
income
 Total
shareholder’s
equity
   Common
stock
  Additional
paid-in
capital
  Retained
earnings
 Accumulated
other
comprehensive
income (loss)
 Total
shareholder’s
equity
 

Balance as of December 31, 2005

  $3.8  $274.4  $3,894.4  $93.6 ��$4,266.2 
        

Balance as of December 31, 2004

  $3.8  $274.4  $3,543.9  $393.8  $4,215.9 

Dividends to NFS

   —     —     (210.0)  —     (210.0)
          

Comprehensive income:

                

Net income

   —     —     402.6   —     402.6    —     —     480.9   —     480.9 

Other comprehensive loss, net of taxes

   —     —     —     (214.2)  (214.2)   —     —     —     (42.6)  (42.6)
                    

Total comprehensive income

         188.4          438.3 
                          

Balance as of September 30, 2006

  $3.8  $274.4  $4,165.3  $51.0  $4,494.5 
                

Balance as of December 31, 2006

  $3.8  $274.4  $4,138.8  $28.7  $4,445.7 

Dividends to NFS

   —     —     (75.0)  —     (75.0)   —     —     (475.0)  —     (475.0)
                

Balance as of September 30, 2005

  $3.8  $274.4  $3,871.5  $179.6  $4,329.3 
                

Balance as of December 31, 2005

  $3.8  $274.4  $3,883.4  $93.6  $4,255.2 
          

Comprehensive income:

                

Net income

   —     —     485.0   —     485.0    —     —     394.8   —     394.8 

Other comprehensive loss, net of taxes

   —     —     —     (42.6)  (42.6)   —     —     —     (96.3)  (96.3)
                    

Total comprehensive income

         442.4          298.5 
                          

Dividends to NFS

   —     —     (210.0)  —     (210.0)

Balance as of September 30, 2007

  $3.8  $274.4  $4,058.6  $(67.6) $4,269.2 
                                

Balance as of September 30, 2006

  $3.8  $274.4  $4,158.4  $51.0  $4,487.6 
                

See accompanying notes to condensed consolidated financial statements.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in millions)

 

  Nine months ended September 30,   Nine months ended
September 30,
 
  2006 2005   2007 2006 

Cash flows from operating activities:

      

Net income

  $485.0  $402.6   $394.8  $480.9 

Adjustments to reconcile net income to net cash provided by operating activities:

      

Net realized losses (gains) on investments, hedging instruments and hedged items

   6.2   (6.1)

Net realized losses on investments, hedgining instruments and hedged items

   35.3   6.2 

Interest credited to policyholder account values

   998.8   996.0    952.8   998.8 

Capitalization of deferred policy acquisition costs

   (407.3)  (345.3)   (444.5)  (407.3)

Amortization of deferred policy acquisition costs

   344.4   345.9    252.3   344.4 

Amortization and depreciation

   40.3   49.4    22.6   40.3 

(Increase) decrease in other assets

   (413.2)  254.9 

Increase (decrease) in policy and other liabilities

   436.2   (382.7)

Increase in other assets

   (266.6)  (413.2)

Increase in policy and other liabilities

   268.7   440.3 

Other, net

   —     (35.9)   9.1   —   
              

Net cash provided by operating activities

   1,490.4   1,278.8    1,224.5   1,490.4 
              

Cash flows from investing activities:

      

Proceeds from maturity of securities available-for-sale

   3,666.1   3,863.2    3,243.9   3,666.1 

Proceeds from sale of securities available-for-sale

   2,156.6   2,252.9    3,884.4   2,156.6 

Proceeds from repayments of mortgage loans on real estate

   1,777.2   1,850.2 

Proceeds from repayments or sales of mortgage loans on real estate

   1,941.7   1,777.2 

Cost of securities available-for-sale acquired

   (4,350.0)  (5,570.1)   (6,418.8)  (4,350.0)

Cost of mortgage loans on real estate originated or acquired

   (1,561.8)  (1,699.2)   (1,579.4)  (1,561.8)

Net decrease (increase) in short-term investments

   59.3   (84.7)

Collateral (paid) received – securities lending, net

   (296.7)  87.6 

Net decrease in short-term investments

   547.3   59.3 

Collateral paid – securities lending, net

   (68.1)  (296.7)

Other, net

   29.3   (627.7)   53.0   29.3 
              

Net cash provided by investing activities

   1,480.0   72.2    1,604.0   1,480.0 
              

Cash flows from financing activities:

      

Net (decrease) increase in short-term debt

   (163.7)  167.2 

Net proceeds from issuance of long-term debt

   —     6.6 

Net increase (decrease) in short-term debt

   368.9   (163.7)

Cash dividends paid to NFS

   (210.0)  (75.0)   (475.0)  (210.0)

Investment and universal life insurance product deposits

   1,625.4   1,561.8    3,019.5   1,625.4 

Investment and universal life insurance product withdrawals

   (4,220.5)  (3,026.0)   (5,741.0)  (4,220.5)
              

Net cash used in financing activities

   (2,968.8)  (1,365.4)   (2,827.6)  (2,968.8)
              

Net increase (decrease) in cash

   1.6   (14.4)

Net increase in cash

   0.9   1.6 

Cash, beginning of period

   0.9   15.5    0.5   0.9 
              

Cash, end of period

  $2.5  $1.1   $1.4  $2.5 
              

See accompanying notes to condensed consolidated financial statements.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 20062007 and 20052006

 

(1)

Basis of Presentation

The accompanying condensed consolidated financial statements of Nationwide Life Insurance Company and subsidiaries (NLIC, or collectively, the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. The financial information included herein reflects all adjustments (all of which are normal and recurring in nature) which are, in the opinion of management, necessary for a fair presentation of financial position and results of operations. Operating results for all periods presented are not necessarily indicative of the results that may be expected for the full year. All significant intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 20052006 included in the Company’s 20052006 Annual Report on Form 10-K.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ significantly from those estimates.

Certain items in the condensed consolidated financial statements and related notes have been reclassified to conform to the current presentation.

 

(2)

Summary of Significant Accounting Policies

A complete summary of the Company’s significant accounting policies is included in Note 2 to the audited consolidated financial statements included in the Company’s 20052006 Annual Report on Form 10-K. During the quarter ended September 30, 2006, thereThere have been no material changes to these policies.policies since December 31, 2006 except as noted below.

Change in Accounting Principle

Historically, the Company accrued for legal costs associated with litigation defense and regulatory investigations by estimating the ultimate costs of such activity. Beginning April 1, 2007, the Company’s accrual for such legal expenses includes only the amount for services that have been provided but not yet paid. The Company believes the newly adopted accounting principle is preferable because it more accurately reflects expenses in the periods in which they are incurred. The Company continues to estimate and accrue the ultimate amounts expected to be paid for litigation and regulatory investigation loss contingencies. The Company has presented its condensed consolidated financial statements and accompanying notes as applicable for all periods presented to retroactively apply the adoption of this change in accounting principle.

The following table summarizes the impact of the change in accounting principle described above for the periods indicated:

   Three months ended
September 30,
  Nine months ended
September 30,
 

(in millions)

  2007  2006  2007  2006 

Other operating expenses

  $—    $5.3  $2.8  $6.5 

Net income

   —     (3.4)  (1.9)  (4.1)

The cumulative effect of the change on retained earnings as of January 1, 2006 was an $11.0 million increase.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2007 and 2006

Deferred Policy Acquisition Costs for Investment and Universal Life Insurance Products

The Company has deferred certain costs of acquiring investment and universal life insurance products business, principally commissions, certain expenses of the policy issue and underwriting department, and certain variable sales expenses that relate to and vary with the production of new and renewal business. Investment products primarily consist of individual and group variable and fixed deferred annuities in the Individual Investments and Retirement Plans segments. Universal life insurance products include universal life insurance, variable universal life insurance, corporate-owned life insurance and other interest-sensitive life insurance policies in the Individual Protection segment. Deferred policy acquisition costs (DAC) are subject to recoverability testing in the year of policy issuance and loss recognition testing at the end of each reporting period.

For investment and universal life insurance products, DAC is being amortized with interest over the lives of the policies in relation to the present value of estimated gross profits from projected interest margins, asset fees, cost of insurance charges, administration fees, surrender charges, and net realized gains and losses less policy benefits and policy maintenance expenses. The DAC asset related to investment and universal life insurance products is adjusted to reflect the impact of unrealized gains and losses on fixed maturity securities available-for-sale, as described in Note 2(b) to the audited consolidated financial statements included in the Company’s 2006 Annual Report on Form 10-K.

The most significant assumptions that are involved in the estimation of future gross profits include future net separate account investment performance, surrender/lapse rates, interest margins and mortality. Currently, the Company’s long-term assumption for net separate account investment performance is approximately 7% growth per year and varies by product. If actual net separate account investment performance varies from the current assumption, the Company assumes different performance levels over the next three years such that the mean return equals the long-term assumption. This process is referred to as a reversion to the mean. The assumed net separate account investment return assumptions used in the DAC models are intended to reflect what is anticipated. However, based on historical returns of the Standard & Poor’s 500 Index, and as part of its pre-set parameters, the Company’s reversion to the mean process generally limits returns to 0-15% during the three-year reversion period. See below for a discussion of current year assumption changes.

Changes in assumptions can have a significant impact on the amount of DAC reported for investment and universal life insurance products and their related amortization patterns. In the event actual experience differs from assumptions or future assumptions are revised, the Company is required to record an increase or decrease in DAC amortization expense, which could be significant. In general, increases in the estimated general and separate account returns result in increased expected future profitability and may lower the rate of DAC amortization, while increases in lapse/surrender and mortality assumptions reduce the expected future profitability of the underlying business and may increase the rate of DAC amortization.

Management evaluates the appropriateness of the individual variable annuity DAC balance within pre-set parameters. These parameters are designed to appropriately reflect the Company’s long-term expectations with respect to individual variable annuity contracts while also evaluating the potential impact of short-term experience on the Company’s recorded individual variable annuity DAC balance. If the recorded balance of individual variable annuity DAC falls outside of these parameters for a prescribed period of time, or if the recorded balance falls outside of these parameters and management determines it is not reasonably possible to get back within the parameters during this period of time, assumptions are required to be unlocked, and DAC is recalculated using revised best estimate assumptions. When DAC assumptions are unlocked and revised, the Company continues to use the reversion to the mean process. See below for a discussion of current year assumption changes.

For other investment and universal life insurance products, DAC is adjusted each quarter to reflect revised best estimate assumptions, including the use of a reversion to the mean methodology over the next three years as it relates to net separate account investment performance. Any resulting DAC true-up and unlocking adjustments are reflected currently in the condensed consolidated statements of income.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2007 and 2006

Primarily as a result of favorable trends in the financial markets, the investment performance of the Company’s separate accounts has outperformed the Company’s previously established long-term net annual growth rate assumption of approximately 8%. At the end of the second quarter of 2007, the Company determined as part of its regular quarterly analysis of DAC that the overall profitability of separate account products is expected to exceed previous estimates due to these favorable financial market trends. Accordingly, the Company unlocked its DAC assumptions after completing a comprehensive review of assumptions used to project DAC and other related balances, including sales inducement assets, unearned revenue reserves, and guaranteed minimum death and income benefit reserves. This review covered all assumptions including expected separate account investment returns during the three-year reversion period, lapse rates, mortality and expenses. Additionally, while the Company estimates that the overall profitability of its variable products has improved, it also expects the long-term net growth in separate account investment performance to moderate. As a result of its current analysis, including its evaluation of ongoing trends and expectations regarding financial market performance, the Company reduced its long-term net separate account growth rate assumption from approximately 8% to approximately 7%. The Company unlocked assumptions, as appropriate, for all investment and variable universal life insurance products in order to remain consistent across product lines using revised assumptions which reflect the Company’s current best estimate of future events. Therefore, in the second quarter of 2007, the Company recorded a net increase in DAC and a benefit to DAC amortization and other related balances totaling $221.6 million pre-tax, which was reported in the following segments in the pre-tax amounts indicated: Individual Investments - $196.4 million; Retirement Plans - $10.5 million; and Individual Protection - $14.7 million.

The most significant assumption changes that resulted from the Company’s unlocking decisions were resetting the anchor date for reversion to the mean calculations to June 30, 2007, resulting in resetting the assumption for net separate account growth to approximately 7% during the three-year reversion period; resetting the long-term assumption for net separate account growth and the discount rate used to calculate the present value of estimated gross profits to approximately 7% (formerly approximately 8%); and increasing estimated lapse rates for fixed annuity and bank-owned life insurance products.

During the second quarter of 2007, the Company added a new feature to its existing guaranteed minimum withdrawal benefit rider, Lifetime Income (L.INC). This new feature results in a substantial change in the existing contracts and, therefore, an extinguishment of the DAC associated with those contracts pursuant to Statement of Position (SOP) 05-1,Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1). As a result, existing DAC and other related balances were eliminated resulting in a $135.0 million pre-tax charge impacting the Individual Investments segment.

 

(3)

Recently Issued Accounting Standards

In September 2006,June 2007, the Accounting Standards Executive Committee (AcSEC) of the American Institute of Certified Public Accountants (AICPA) issued SOP 07-1,Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (SOP 07-1). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the Guide). For those entities that are investment companies under SOP 07-1, this SOP also addresses whether the specialized industry accounting principles of the Guide (i.e., fair value accounting) should be retained by a parent company in consolidation or by an investor that has the ability to exercise significant influence over the investment company and applies the equity method of accounting to its investment in the entity (referred to as an equity method investor). In addition, SOP 07-1 includes certain disclosure requirements for parent companies and equity method investors in investment companies that retain investment company accounting in the parent company’s consolidated financial statements or the financial statements of an equity method investor. The provisions of SOP 07-1 were effective for fiscal years beginning on or after December 15, 2007. On October 17, 2007, the Financial Accounting Standards Board (FASB) proposed to defer the effective date indefinitely. The Company will monitor the FASB and AICPA deliberations and ultimate decision regarding this standard.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2007 and 2006

In April 2007, the FASB issued FASB Staff Position (FSP) FIN 39-1,An Amendment of FASB Interpretation No. 39(FSP FIN 39-1). FSP FIN 39-1 addresses whether a reporting entity that is party to a master netting arrangement can offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments that have been offset under the same master netting arrangement in accordance with paragraph 10 of Interpretation 39. FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007, with early application permitted. FSP FIN 39-1 is not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

In February 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 159,The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is expected to expand the use of fair value measurement, which is consistent with the FASB’s long-term measurement objectives for accounting for financial instruments. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. In addition, SFAS 159 does not establish requirements for recognizing and measuring dividend income, interest income or interest expense, nor does it eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157,Fair Value Measurements (SFAS 157), and SFAS No. 107,Disclosures about Fair Value of Financial Instruments. SFAS 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. The Company currently is evaluating the impact of adopting SFAS 159.

In September 2006, the FASB issued SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability on its balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS 158 also requires an employer to measure the funded status of a plan as of the date of its year-end balance sheet, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end balance sheet is effective for fiscal years ending after December 15, 2008. If in the last quarter of the preceding fiscal year an employer enters into a transaction that results in a settlement or experiences an event that causes a curtailment of the plan, the related gain or loss pursuant to Statement 88 or 106 is required to be recognized in earnings that quarter. Earlier application of the recognition or measurement date provisions is encouraged; however, early application must be for all of an employer’s benefit plans. Retrospective applicationThe Company adopted SFAS 158 effective December 31, 2006. The adoption of SFAS 158 isdid not permitted. The Company currently is evaluatinghave a material impact on the impactCompany’s financial position or results of adopting SFAS 158.operations.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements (SFAS 157).157. SFAS 157 provides enhanced guidance for using fair value to measure assets and liabilities.liabilities and requires new disclosures about fair value measurements. SFAS 157 also provides guidance regarding the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. For assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to initial recognition, the reporting entity shall disclose information that enables financial statement users to assess the inputs used to develop those measurements. For recurring fair value measurements using significant unobservable inputs, the reporting entity shall disclose the effect of the measurements on earnings for the period. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early adoption permitted. The Company currently is evaluating the impact of adopting SFAS 157 is not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2006 and 2005

157.

In September 2006, the United States Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108 (SAB 108). SAB 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current-year financial statements. SAB 108 requires registrants to quantify misstatements using both the balance sheet and income-statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB 108 does not change the SEC’s previous guidance in SAB No. 99 on evaluating the materiality of misstatements. A registrant applying the new guidance for the first time that identifies material errors in existence at the beginning of the first fiscal year ending after November 15, 2006, may correct those errors through a one-time cumulative effect adjustment to beginning-of-year retained earnings. The cumulative effect alternative is available only if the application of the new guidance results in a conclusion that a material error exists as of the beginning of the first fiscal year ending after November 15, 2006, and those misstatements were determined to be immaterial based on a proper application of the registrant’s previous method for quantifying misstatements. Because of the beginning-of-year recognition of the cumulative effect adjustment, misstatements occurring in the year of adoption cannot be included in that adjustment. The cumulative effect adjustment may be reflected in a Form 10-K for the year of adoption or, if early adoption is chosen, the adjustment may be reflected in any Form 10-Q filed after issuance of SAB 108.Company adopted SAB 108 requires the following disclosures if a cumulative effect adjustment is recorded: the nature and amount of each individual error included in the cumulative effect adjustment; when and how each error arose; and the fact that the errors had previously been considered immaterial. The cumulative effect adjustment is available only for prior-year uncorrected misstatements. The adjustment should not include amounts related to changes in accounting estimates.effective December 31, 2006. SAB 108 isdid not expected to have a material impact on the Company’s financial position or results of operations.operations upon adoption.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2007 and 2006

In June 2006, the FASB issued FASB Interpretation (FIN) No. 48,Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109, Accounting for Income Taxes (FIN(FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109,Accounting for Income Taxes.FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company plans to adoptadopted FIN 48 effective January 1, 2007. The Company is currently unable to quantifyFIN 48 did not have a material impact on the impactCompany’s financial position or results of adopting FIN 48.operations upon adoption.

In March 2006, the FASB issued SFAS No. 156,Accounting for Servicing of Financial Assets (SFAS(SFAS 156).SFAS.SFAS 156 amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS 140). SFAS 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. SFAS 156 permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate the risks inherent in servicing assets and servicing liabilities is required to account for those derivative instruments at fair value. Under SFAS 156, an entity can elect subsequent fair value measurement to account for its separately recognized servicing assets and servicing liabilities. By electing that option, an entity may simplify its accounting because SFAS 156 permits income statement recognition of the potential offsetting changes in fair value of those servicing assets and servicing liabilities and derivative instruments in the same accounting period. SFAS 156 is effective for fiscal years beginning after September 15, 2006, with early adoption permitted.2006. The Company plans to adoptadopted SFAS 156 effective January 1, 2007. SFAS 156 isdid not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2006 and 2005

In February 2006, the FASB issued SFAS No. 155,Accounting for Certain Hybrid Financial Instruments (SFAS 155). SFAS 155 amends SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and SFAS 140. SFAS 155 also resolves issues addressed in SFAS 133 Implementation Issue No. D1,Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. In summary, SFAS 155: (1) permits an entity to make an irrevocable election to measure any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation at fair value in its entirety, with changes in fair value recognized in earnings; (2) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133; (3) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; (4) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and (5) amends SFAS 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of SFAS 155 may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. The Company elected to early adoptadopted SFAS 155 as ofeffective January 1, 2006. On the date of adoption, there was no impact to the Company’s financial position or results of operations.

In September 2005, the Accounting Standards Executive Committee of the American Institute of Certified Public AccountantsAcSEC issued Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1).SOP 05-1. SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in SFAS No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments, issued by the FASB. SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights or coverages that occurs as a result of the exchange of a contract for a new contract, or by amendment, endorsement or rider to a contract, or by the election of a new feature or coverage within a contract. SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006, with earlier adoption encouraged.2006. Retrospective application of SOP 05-1 to previously issued financial statements is not permitted. Initial application of SOP 05-1 is required as of the beginning of an entity’s fiscal year. The Company will adoptadopted SOP 05-1 effective January 1, 2007. Although2007, which resulted in a $6.0 million charge, net of taxes, as the Company is currently unable to quantify the impactcumulative effect of adoption SOP 05-1 could have of this accounting principle.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a material impact on the Company’s financial position and/or resultswholly-owned subsidiary of operations.Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2007 and 2006

In May 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections(SFAS 154), which replaces Accounting Principles Board Opinion No. 20,Accounting Changes, and SFAS No. 3,Reporting Accounting Changes in Interim Financial Statements. SFAS 154 applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, with earlier adoption permitted. The Company adopted SFAS 154 effective January 1, 2006. SFAS 154 hasdid not hadhave any impact on the Company’s financial position or results of operations sinceupon adoption.

 

(4)

Federal Income Taxes

During the second quarter of 2007, the Company recorded $6.8 million of net federal income tax expense adjustments primarily related to differences between the 2006 estimated tax liability and the amounts expected to be reported on the Company’s 2006 tax returns when filed. The Company recorded an additional $1.5 million of such adjustments during the third quarter of 2007.

Through June 2006, the Company’s federal income tax returns for tax years 2000-2002 were under Internal Revenue Service (IRS) examination pursuant to a routine audit. In accordance with its regular practice, management established tax reserves representing its best estimate of additional amounts the Company could be required to pay if certain positions it hashad taken arewere challenged and ultimately denied by the IRS with respect to these tax years. These reserves are reviewed regularly and are adjusted as events occur that management believes impacts the Company’s liability for additional taxes, such as lapsing of applicable statutes of limitations; conclusion of tax audits or substantial agreement on the deductibility/non-deductibility of uncertain items; additional exposure based on current calculations; identification of new issues; release of administrative guidance; or rendering of a court decision affecting a particular tax issue. A significant component of the Company’s tax reserve as of December 31, 2005 was related to the separate account dividends received deduction (DRD).

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2006 and 2005

See “Tax Matters” in Note 6 for more information regarding DRD.

In July 2006, the Company reached substantial agreement with the IRS on all open issues for tax years 2000-2002, including issues related to the DRD. Accordingly, the Company revised its estimate of amounts that may be due in connection with certain tax positions, including the DRD, for all open tax years. As a result of the revised estimate, $110.9 million of tax reserves were released into earnings during the quarter ended June 30, 2006.

During the third quarter of 2006, the Company recorded $7.8 million of net expense adjustments primarily related to differences between the 2005 estimated tax liability and the amounts reported on the Company’s 2005 tax returns.

During the third quarter of 2005, the Company refined its separate account DRD estimation process. As a result, the Company identified and recorded additional federal income tax benefits and recoverables in the amount of $42.6 million related to all tax years (2000 – 2005) that were open at that time. In addition, the Company recorded $5.6 million of net benefit adjustments primarily related to differences between the 2004 estimated tax liability and the amounts reported on the Company’s 2004 tax returns.

Total federal income tax (benefit) expense differs from the amount computed by applying the U.S. federal income tax rate to income from continuing operations before federal income tax (benefit) expense as follows for the periods indicated:

 

  Three months ended September 30,   Three months ended September 30, 
  2006 2005   2007 2006 

(in millions)

  Amount % Amount % 

(dollars in millions)

  Amount % Amount % 

Computed (expected) tax expense

  $63.3  35.0  $49.8  35.0   $46.3  35.0  $61.5  35.0 

Tax exempt interest and DRD

   (10.5) (5.8)  (62.6) (44.0)

DRD

   (18.4) (13.9)  (10.5) (6.0)

Other, net

   (2.0) (1.1)  (0.3) (0.2)   (0.5) (0.4)  (2.1) (1.2)
                          

Total

  $50.8  28.1  $(13.1) (9.2)  $27.4  20.7  $48.9  27.8 
                          
  Nine months ended September 30, 
  2006 2005 

(in millions)

  Amount % Amount % 

Computed (expected) tax expense

  $170.7  35.0  $165.5  35.0 

Reserve release

   (110.9) (22.7)  —    —   

Tax exempt interest and DRD

   (44.3) (9.1)  (86.7) (18.3)

Other, net

   (12.7) (2.6)  (8.5) (1.8)
             

Total

  $2.8  0.6  $70.3  14.9 
             

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

   Nine months ended September 30, 
   2007  2006 

(dollars in millions)

  Amount  %  Amount  % 

Computed (expected) tax expense

  $186.1  35.0  $168.5  35.0 

Reserve release

   —    —     (110.9) (23.0)

DRD

   (47.5) (8.9)  (44.3) (9.2)

Other, net

   (7.8) (1.5)  (12.9) (2.7)
               

Total

  $130.8  24.6  $0.4  0.1 
               

 

(5)

Shareholder’s Equity

Comprehensive Income

The Company’s comprehensive income for the periods presented includes net income and certain items that are reported directly within separate components of shareholder’s equity that are not recorded in net income (other comprehensive income or loss).

The following table summarizes the Company’s other comprehensive (loss) income, before and after federal income tax benefit (expense), for the periods indicated:

 

   Three months ended
September 30,
  Nine months ended
September 30,
 

(in millions)

  2006  2005  2006  2005 
Net unrealized gains (losses) on securities available-for-sale arising during the period:     

Net unrealized gains (losses) before adjustments

  $505.0  $(483.6) $(131.0) $(503.9)

Net adjustment to deferred policy acquisition costs

   (121.8)  135.6   31.7   134.2 

Net adjustment to future policy benefits and claims

   (31.2)  58.2   25.2   22.4 

Related federal income tax (expense) benefit

   (123.3)  101.5   25.9   121.6 
                 

Net unrealized gains (losses)

   228.7   (188.3)  (48.2)  (225.7)
                 
Reclassification adjustment for net realized (gains) losses on securities available-for-sale realized during the period:     

Net unrealized (gains) losses

   (13.2)  8.9   5.6   (14.7)
                 

Related federal income tax benefit expense (benefit)

   4.6   (3.2)  (2.0)  5.1 
                 

Net reclassification adjustment

   (8.6)  5.7   3.6   (9.6)
                 

Other comprehensive income (loss) on securities available-for-sale

   220.1   (182.6)  (44.6)  (235.3)
                 

Accumulated net holding gains on cash flow hedges:

     

Unrealized holding gains

   1.1   3.6   3.1   32.4 

Related federal income tax expense

   (0.4)  (1.2)  (1.1)  (11.3)
                 

Other comprehensive income on cash flow hedges

   0.7   2.4   2.0   21.1 
                 

Total other comprehensive income (loss)

  $220.8  $(180.2) $(42.6) $(214.2)
                 
   Three months ended
September 30,
  Nine months ended
September 30,
 

(in millions)

  2007  2006  2007  2006 

Net unrealized (losses) gains on securities available-for-sale arising during the period:

     

Net unrealized gains (losses) before adjustments

  $55.4  $505.0  $(212.8) $(131.0)

Net adjustment to deferred policy acquisition costs

   (40.2)  (121.8)  17.7   31.7 

Net adjustment to future policy benefits and claims

   (9.8)  (31.2)  18.7   25.2 

Related federal income tax (expense) benefit

   (2.2)  (123.3)  61.4   25.9 
                 

Net unrealized gains (losses)

   3.2   228.7   (115.0)  (48.2)
                 

Reclassification adjustment for net realized losses (gains) on securities available-for-sale realized during the period:

     

Net unrealized losses (gains)

   8.3   (13.2)  29.5   5.6 

Related federal income tax (benefit) expense

   (2.9)  4.6   (10.3)  (2.0)
                 

Net reclassification adjustment

   5.4   (8.6)  19.2   3.6 
                 

Other comprehensive income (loss) on securities available-for-sale

   8.6   220.1   (95.8)  (44.6)
                 

Accumulated net holding (losses) gains on cash flow hedges:

     

Unrealized holding (losses) gains

   (17.6)  1.1   (0.7)  3.1 

Related federal income tax benefit (expense)

   6.1   (0.4)  0.2   (1.1)
                 

Other comprehensive (losses) income on cash flow hedges

   (11.5)  0.7   (0.5)  2.0 
                 

Total other comprehensive (loss) income

  $(2.9) $220.8  $(96.3) $(42.6)
                 

Adjustments for net realized gains and losses on the ineffective portion of cash flow hedges were immaterial during the three and nine month periods ended September 30, 20062007 and 2005.2006.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

 

(6)

Pension Plans

The Company and certain affiliated companies participate in a defined benefit pension plan sponsored by Nationwide Mutual Insurance Company (NMIC). The Company funds pension costs accrued for direct employees plus an allocation of pension costs accrued for employees of affiliates whose work benefits the Company.

The following table summarizes the components of net periodic benefit cost for the NMIC pension plan as a whole, including amounts not related to the Company, for the periods indicated:

   Three months ended
September 30,
  Nine months ended
September 30,
 

(in millions)

  2006  2005  2006  2005 

Service cost

  $37.9  $33.6  $113.9  $100.7 

Interest cost

   36.2   33.7   108.4   101.1 

Expected return on plan assets

   (52.0)  (43.0)  (155.9)  (129.1)

Recognized net actuarial loss

   4.1   0.9   12.5   2.8 

Amortization of prior service cost

   1.1   1.1   3.4   3.4 

Amortization of unrecognized transition asset

   —     (0.3)  —     (0.9)
                 

Net periodic benefit cost

  $27.3  $26.0  $82.3  $78.0 
                 

NMIC and all participating employers, including the Company, expect to contribute $120.0 million to the pension plan during 2006. Through September 30, 2006, $90.0 million had been contributed, all by NMIC. Additional contributions to the plan totaling $30.0 million are anticipated for the remainder of the year, including $16.2 million by the Company. Tax planning strategies influence the timing of plan contributions.

(7)

Contingencies

Legal Matters

The Company is a party to litigation and arbitration proceedings in the ordinary course of its business. It is often not possible to determine the ultimate outcome of the pending investigations and legal proceedings or to provide reasonable ranges of potential losses with any degree of certainty. Some matters, including certain of those referred to below, are in very preliminary stages, and the Company does not have sufficient information to make an assessment of the plaintiffs’ claims for liability or damages. In some of the cases seeking to be certified as class actions, the court has not yet decided whether a class will be certified or (in the event of certification) the size of the class and class period. In many of the cases, the plaintiffs are seeking undefined amounts of damages or other relief, including punitive damages and equitable remedies, which are difficult to quantify and cannot be defined based on the information currently available. The Company does not believe, based on information currently known by management, that the outcomes of such pending investigations and legal proceedings are likely to have a material adverse effect on the Company’s consolidated financial position. However, given the large and/or indeterminate amounts sought in certain of these matters and inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could have a material adverse effect on the Company’s consolidated financial results in a particular quarterly or annual period.

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 against life insurers other than the Company.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2006 and 2005

The financial services industry, including mutual fund, variable annuity, retirement plan, life insurance and distribution companies, has also been the subject of increasing scrutiny by regulators, legislators and the media over the past few years. Numerous regulatory agencies, including the SEC, the National Association of Securities Dealers and the New York State Attorney General, have commenced industry-wide investigations regarding late trading and market timing in connection with mutual funds and variable insurance contracts, and have commenced enforcement actions against some mutual fund and life insurance companies on those issues. The Company has been contacted by or received subpoenas from the SEC and the New York State Attorney General, who are investigating market timing in certain mutual funds offered in insurance products sponsored by the Company. The Company has cooperated with these investigations. Information requests from the New York State Attorney General and the SEC with respect to investigations into late trading and market timing were last responded to by the Company and its affiliates in December 2003 and June 2005, respectively, and no further information requests have been received with respect to these matters.

In addition, state and federal regulators and other governmental bodies have commenced investigations, proceedings or other proceedingsinquiries relating to compensation and bidding arrangements and possible anti-competitive activities between insurance producers and brokers and issuers of insurance products, and unsuitable sales and replacements by producers on behalf of the issuer. Also under investigation are compensation and revenue sharing arrangements between the issuers of variable insurance contracts and mutual funds or their affiliates, fee arrangements in retirement plans, the use of side agreements and finite reinsurance agreements, funding agreements issued to back medium-term note (MTN) programs, as well as recordkeeping and retention compliance by broker/dealers.dealers, and supervision of former registered representatives. Related investigations, and proceedings or inquiries may be commenced in the future. The Company and/or its affiliates have been contacted by or received subpoenas from state and federal regulatory agencies and other governmental bodies, state securities law regulators and state attorneys general for information relating to certain of these investigations, including those relating to compensation, revenue sharing and bidding arrangements, anti-competitive activities, unsuitable sales or replacement practices, fee arrangements in retirement plans, the use of side agreements and finite reinsurance agreements, and funding agreements backing the NLIC MTN program of NLIC.program. The Company is cooperating with regulators in connection with these inquiries and will cooperate with NMICNationwide Mutual Insurance Company (NMIC) in responding to these inquiries to the extent that any inquiries encompass NMIC’s operations.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2007 and 2006

These proceedings are expected to continue in the future and could result in legal precedents and new industry-wide legislation, rules and regulations that could significantly affect the financial services industry, including mutual fund, retirement plan, life insurance and annuity companies. These proceedings also could affect the outcome of one or more of the Company’s litigation matters. There can be no assurance that any such litigation or regulatory actions will not have a material adverse effect on the Company in the future.

On July 11, 2007, NLIC was named in a lawsuit filed in the United States District Court for the Western District of Washington at Tacoma entitledJerre Daniels-Hall and David Hamblen, Individually and on behalf of All Others Similarly Situated v. National Education Association, NEA Member Benefits Corporation, Nationwide Life Insurance Company, Security Benefit Life Insurance Company, Security Benefit Group, Inc., Security Distributors, Inc., et. al. The plaintiff seeks to represent a class of all current or former National Education Association (NEA) members who participated in the NEA Valuebuilder 403(b) program at any time between January 1, 1991 and the present (and their heirs and/or beneficiaries). The plaintiffs allege that the defendants violated the Employee Retirement Income Security Act of 1974, as amended (ERISA) by failing to prudently and loyally manage plan assets, by failing to provide complete and accurate information, by engaging in prohibited transactions, and by breaching their fiduciary duties when they failed to prevent other fiduciaries from breaching their fiduciary duties. The complaint seeks to have the defendants restore all losses to the plan, restoration of plan assets and profits to participants, disgorgement of endorsement fees, disgorgement of service fee payments, disgorgement of excessive fees charged to plan participants, other unspecified relief for restitution, declaratory and injunctive relief, and attorneys’ fees. On October 12, 2007, NLIC filed a motion to dismiss. NLIC intends to defend this lawsuit vigorously.

On November 15, 2006, Nationwide Financial Services, Inc. (NFS), NLIC and Nationwide Retirement Solutions, Inc. (NRS) were named in a lawsuit filed in the United States District Court for the Southern District of Ohio entitledKevin Beary, Sheriff of Orange County, Florida, In His Official Capacity, Individually and On Behalf of All Others Similarly Situated v. Nationwide Life Insurance Co., Nationwide Retirement Solutions, Inc. and Nationwide Financial Services, Inc.The plaintiff seeks to represent a class of all sponsors of 457(b) deferred compensation plans in the United States that had variable annuity contracts with the defendants at any time during the class period, or in the alternative, all sponsors of 457(b) deferred compensation plans in Florida that had variable annuity contracts with the defendants during the class period. The class period is from January 1, 1996 until the class notice is provided. The plaintiff alleges that the defendants breached their fiduciary duties by arranging for and retaining service payments from certain mutual funds. The complaint seeks an accounting, a declaratory judgment, a permanent injunction and disgorgement or restitution of the service fee payments allegedly received by the defendants, including interest. On January 25, 2007, NFS, NLIC and NRS filed a motion to dismiss. On September 17, 2007, the Court granted the motion to dismiss. On October 1, 2007, the plaintiff filed a motion to vacate judgment and for leave to file an amended complaint. NFS, NLIC and NRS continue to defend this lawsuit vigorously.

On February 11, 2005, NLIC was named in a class action lawsuit filed in Common Pleas Court, Franklin County, Ohio entitledMichael Carr v. Nationwide Life Insurance Company. The complaint seeks recovery for breach of contract, fraud by omission, violation of the Ohio Deceptive Trade Practices Act and unjust enrichment. The complaint also seeks unspecified compensatory damages, disgorgement of all amounts in excess of the guaranteed maximum premium and attorneys’ fees. On February 2, 2006, the Courtcourt granted the plaintiff’s motion for class certification on the breach of contract and unjust enrichment claims. The Courtcourt certified a class consisting of all residents of the United States and the Virgin Islands who, during the Class Period,class period, paid premiums on a modal basis to NLIC for term life insurance policies issued by NLIC during the Class Periodclass period that provide for guaranteed maximum premiums, excluding certain specified products. Excluded from the class are NLIC; any parent, subsidiary or affiliate of NLIC; all employees, officers and directors of NLIC; and any justice, judge or magistrate judge of the State of Ohio who may hear the case. The Class Periodclass period is from February 10, 1990 through February 2, 2006, the date the class was certified. The parties are currently engaged in discovery.On January 26, 2007, the plaintiff filed a motion for summary judgment. On April 30, 2007, NLIC filed a motion for summary judgment. On August 31, 2007, the court heard oral argument on the motions for summary judgment. NLIC continues to defend this lawsuit vigorously.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

On April 13, 2004, NLIC was named in a class action lawsuit filed in Circuit Court, Third Judicial Circuit, Madison County, Illinois, entitledWoodbury v. Nationwide Life Insurance Company. NLIC removed this case to the United States District Court for the Southern District of Illinois on June 1, 2004. On December 27, 2004, the case was transferred to the United States District Court for the District of Maryland and included in the multi-district proceeding entitledIn Re Mutual Funds Investment Litigation.Litigation. In response, on May 13, 2005, the plaintiff filed a First Amended Complaintthe first amended complaint purporting to represent, with certain exceptions, a class of all persons who held (through their ownership of an NLIC annuity or insurance product) units of any NLIC sub-account invested in mutual funds that included foreign securities in their portfolios and that experienced market timing or stale price trading activity. The First Amended Complaintfirst amended complaint purports to disclaim, with respect to market timing or stale price trading in NLIC’s annuities sub-accounts, any allegation based on NLIC’s untrue statement, failure to disclose any material fact, or usage of any manipulative or deceptive device or contrivance in connection with any class member’s purchases or sales of NLIC annuities or units in annuities sub-accounts. The plaintiff claims, in the alternative, that if NLIC is found with respect to market timing or stale price trading in its annuities sub-accounts, to have made any untrue statement, to have failed to disclose any material fact or to have used or employed any manipulative or deceptive device or contrivance, then the plaintiff purports to represent a class, with certain exceptions, of all persons who, prior to NLIC’s untrue statement, omission of material fact, use or employment of any manipulative or deceptive device or contrivance, held (through their ownership of an NLIC annuity or insurance product) units of any NLIC sub-account invested in mutual funds that included foreign securities in their portfolios and that experienced market timing activity. The First Amended Complaintfirst amended complaint alleges common law negligence and seeks to recover damages not to exceed $75,000 per plaintiff or class member, including all compensatory damages and costs. On June 1, 2006, the District Court granted NLIC’s motion to dismiss the plaintiff’s complaint. On June 30, 2006, theThe plaintiff filed a notice with the Fourth Circuit Court of Appeals of its intent to appealappealed the District Court’s decision.decision, and the issues have been fully briefed. NLIC continues to defend this lawsuit vigorously.

On January 21, 2004, NLIC, Nationwide Life Insurance Company of America, (NLICA), Nationwide Life and Annuity Insurance Company, (NLAIC), NFS and Nationwide Financial Corporation (collectively referred to as the Companies) were named in a lawsuit filed in the United States District Court for the Northern District of Mississippi entitledUnited Investors Life Insurance Company v. Nationwide Life Insurance Company and/or Nationwide Life Insurance Company of America and/or Nationwide Life and Annuity Insurance Company and/or Nationwide Life and Annuity Company of America and/or Nationwide Financial Services, Inc. and/or Nationwide Financial Corporation, and John Does A-Z.A-Z. In its complaint, the plaintiff alleges that the Companies and/or their affiliated life insurance companies caused the replacement of variable insurance policies and other financial products issued by United Investors with policies issued by the Companies. The plaintiff raises claims for (1) violations of the Federal Lanham Act, and common law unfair competition and defamation; (2) tortious interference with the plaintiff’s contractual relationship with Waddell & Reed, Inc. and/or its affiliates, Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc. and W&R Insurance Agency, Inc., or with the plaintiff’s contractual relationships with its variable policyholders; (3) civil conspiracy; and (4) breach of fiduciary duty. The complaint seeks compensatory damages, punitive damages, pre- and post-judgment interest, a full accounting, a constructive trust and costs and disbursements, including attorneys’ fees. On December 30, 2005, the Companies filed a motion for summary judgment. On June 15, 2006, the District Court granted the Companies’ motion for summary judgment on all grounds and dismissed the plaintiff’s entire case with prejudice. On June 26, 2006, the plaintiff filed a notice withMay 30, 2007, the Fifth Circuit Court of Appeals of its intent to appealaffirmed the District Court’s decision. The Companies continue to defend this lawsuit vigorously.

On October 31, 2003, NLIC and NLAIC were named in a lawsuit seeking class action status filed in the United States District Court for the District of Arizona. The suit, entitledRobert Helman et al v. Nationwide Life Insurance Company et al, challenges the sale of deferred annuity products for use as investments in tax-deferred contributory retirement plans. On April 8, 2004, the plaintiff filed an amended class action complaint on behalf of all persons who purchased an individual variable deferred annuity contract or a certificate to a group variable annuity contract issued by NLIC or NLAIC, which were allegedly used to fund certain tax-deferred retirement plans. The amended class action complaint seeks unspecified compensatory damages. On July 27, 2004, the District Court granted the motion to dismiss filed by NLIC and NLAIC. On June 7, 2006, the Ninth Circuit affirmed the orderdismissal of the District Court dismissing the plaintiff’s complaint, and judgment was entered in favor of defendants NLIC and NLAIC.entire case. The time for the plaintiff to seek reconsideration by the appellate court or petition the United States Supreme Court for review has expired.did not pursue an appeal.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2006 and 2005

On August 15, 2001, NFS and NLIC were named in a lawsuit filed in the United States District Court for the District of Connecticut entitledLou Haddock, as trustee of the Flyte Tool & Die, Incorporated Deferred Compensation Plan, et al v. Nationwide Financial Services, Inc. and Nationwide Life Insurance Company.Company. Currently, the plaintiffs’ fifth amended complaint, filed March 21, 2006, purports to represent a class of qualified retirement plans under the Employee Retirement Income Security Act of 1974, as amended (ERISA),ERISA that purchased variable annuities from NLIC. The plaintiffs allege that they invested ERISA plan assets in their variable annuity contracts and that NLIC and NFS breached ERISA fiduciary duties by allegedly accepting service payments from certain mutual funds. The complaint seeks disgorgement of some or all of the payments allegedly received by NLIC and NFS, other unspecified relief for restitution, declaratory and injunctive relief, and attorneys’ fees. To date, the District Court has rejected the plaintiffs’ request for certification of the alleged class. NLICOn September 25, 2007, NFS’ and NFS’NLIC’s motion to dismiss the plaintiffs’ fifth amended complaint is currently pending beforewas denied. On October 12, 2007, NFS and NLIC filed their answer to the court.plaintiffs’ fifth amended complaint and amended counterclaims. NFS and NLIC and NFS continue to defend this lawsuit vigorously.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 2007 and 2006

Tax Matters

The Company’s federal income tax returns are routinely audited by the IRS.Internal Revenue Service (IRS). Management has established tax reserves representing its best estimate of additional amounts it may be required to pay if certain tax positions it has taken are challenged and ultimately denied by the IRS. These reserves are reviewed regularly and are adjusted as events occur that management believes impact its liability for additional taxes, such as lapsing of applicable statutes of limitations, conclusion of tax audits or substantial agreement on the deductibility/non-deductibility of uncertain items, additional exposure based on current calculations, identification of new issues, release of administrative guidance or rendering of a court decision affecting a particular tax issue. Management believes its tax reserves reasonably provide for potential assessments that may result from IRS examinations and other tax-related matters for all open tax years.

The separate account DRD is a significant component of the Company’s federal income tax provision. On August 16, 2007, the IRS issued Revenue Ruling 2007-54. This ruling took a position with respect to the DRD that could have significantly reduced the Company’s DRD. The Company believes that the position taken by the IRS in the ruling was contrary to existing law and the relevant legislative history.

In Revenue Ruling 2007-61, released September 25, 2007, the IRS and the U.S. Department of the Treasury suspended Revenue Ruling 2007-54 and informed taxpayers of their intention to address certain issues in connection with the DRD in future tax regulations. Final tax regulations could impact the Company’s DRD in periods subsequent to their effective date.

 

(8)(7)

Guarantees

Since 2001, the Company has sold $615.4$628.7 million of credit enhanced equity interests in Low-Income-Housing Tax Credit Funds (Tax Credit Funds) to unrelated third parties. The Company has guaranteed cumulative after-tax yields to the third party investors ranging from 3.75% to 5.25% over periods ending between 2002 and 2022. As of September 30, 2006,2007, the Company held guarantee reserves totaling $6.3 million on these transactions. These guarantees are in effect for periods of approximately 15 years each. The Tax Credit Funds provide a stream of tax benefits to the investors that will generate a yield and return of capital. If the tax benefits are not sufficient to provide these cumulative after-tax yields, then the Company must fund any shortfall, which is mitigated by stabilization collateral set aside by the Company at the inception of the transactions. The maximum amount of undiscounted future payments that the Company could be required to pay the investors under the terms of the guarantees is $1.33$1.29 billion. The Company does not anticipate making any material payments related to these guarantees.

To the extent there are cash deficits in any specific property owned by the Tax Credit Funds, property reserves, property operating guarantees and reserves held by the Tax Credit Funds are exhausted before the Company is required to perform under its guarantees. To the extent the Company is ever required to perform under its guarantees, it may recover any such funding out of the cash flow distributed from the sale of the underlying properties of the Tax Credit Funds. This cash flow distribution would be paid to the Company prior to any cash flow distributions to unrelated third party investors.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

 

(9)(8)

Variable Interest Entities

As of September 30, 20062007 and December 31, 2005,2006, the Company had relationships with 18 and 19 variable interest entities (VIEs), respectively, each of which the Company was the primary beneficiary. Each VIE is a conduit that assists the Company in structured productproducts transactions involving the sale of Tax Credit Funds to third party investors for which the Company provides guaranteed returns (see Note 8)7). The results of operations and financial position of these VIEs are included along with corresponding minority interest liabilities in the accompanying condensed consolidated financial statements.

VIE net assets were $440.6$464.9 million and $445.5 million as of September 30, 20062007 and December 31, 2005,2006, respectively. The following table summarizes the components of net assets as of the dates indicated:

 

(in millions)

  September 30,
2006
 December 31,
2005
   September 30,
2007
 December 31,
2006
 

Mortgage loans on real estate

  $—    $31.5 

Other long-term investments

   441.6   478.6   $418.8  $432.5 

Short-term investments

   34.3   42.3    26.7   33.7 

Other assets

   40.1   41.3    51.2   37.8 

Short-term debt

   —     (32.6)

Other liabilities

   (75.4)  (120.5)   (31.8)  (58.5)

The Company’s total loss exposure from VIEs of which the Company is the primary beneficiary was immaterial as of September 30, 20062007 and December 31, 20052006 (except for the impact of guarantees disclosed in Note 8)7).

In addition to the VIEs described above, the Company holds variable interests, in the form of limited partnerships or similar investments, in Tax Credit Funds of which the Company is not the primary beneficiary. These investments have been held by the Company for periods of 1 to 10 years and allow the Company to utilize certain tax credits and realize other tax benefits from affordable housing projects. The Company also has certain investments in other securitization transactions that qualify as VIEs, but of which the Company is not the primary beneficiary. The total exposure to loss on these VIEs was $69.2$176.6 million and $53.9$118.9 million as of September 30, 20062007 and December 31, 2005,2006, respectively.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

 

(10)(9)

Segment Information

Management views the Company’s business primarily based on its underlying products and uses this basis to define its four reportable segments: Individual Investments, Retirement Plans, Individual Protection, and Corporate and Other.

The primary segment profitability measure that management uses is pre-tax operating earnings, which is calculated by adjusting income from continuing operations before federal income taxes to exclude:exclude (1) net realized gains and losses on investments, hedging instruments and hedged items, except for periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations;securitizations and (2) the adjustment to amortization of DACdeferred policy acquisition costs (DAC) related to net realized gains and losses.

Individual Investments

The Individual Investments segment consists of individual The BEST of AMERICA® and private label deferred variable annuity products, deferred fixed annuity products, income products and investment advisory services. Individual deferred annuity contracts provide the customer with tax-deferred accumulation of savings and flexible payout options including lump sum, systematic withdrawal or a stream of payments for life. In addition, individual variable annuity contracts provide the customer with access to a wide range of investment options and asset protection in the event of an untimely death,features, while individual fixed annuity contracts generate a return for the customer at a specified interest rate fixed for prescribed periods.

Retirement Plans

The Retirement Plans segment is comprised of the Company’s private and public sector retirement plans business. The private sector primarily includes Internal Revenue Code (IRC) Section 401 and Section 403 business, and the public sector primarily includes IRC Section 457 and Section 401(a) business, both in the form of full-service arrangements that provide plan administration and fixed and variable group annuities.annuities as well as administration-only business.

Individual Protection

The Individual Protection segment consists of investment life insurance products, including individual variable, corporate-owned and bank-owned life insurance products; traditional life insurance products; and universal life insurance products. Life insurance products provide a death benefit and generally allow the customer to build cash value on a tax-advantaged basis.

Corporate and Other

The Corporate and Other segment includes certain structured products business; the MTN program; net investment income and certain expenses not allocated to productother segments; periodic net coupon settlements on non-qualifying derivatives; unallocated expenses; interest expense on debt; revenue and expenses of the Company’s non-insurance subsidiaries not reported in other segments; and net realized gains and losses related to securitizations.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

The following tables summarize the Company’s business segment operating results for the periods indicated:

 

  Three months ended September 30, 2006  Three months ended September 30, 2007 

(in millions)

  Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total  Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total 

Revenues:

                  

Policy charges

  $143.8  $34.2  $99.8  $—    $277.8  $165.2  $34.7  $102.7  $—    $302.6 

Traditional life insurance and immediate annuity premiums

   37.4   —     38.8   —     76.2   29.4   —     39.5   —     68.9 

Net investment income

   188.6   160.4   83.0   84.9   516.9   145.2   158.2   81.1   92.8   477.3 

Net realized gains on investments, hedging instruments and hedged items1

   —     —     —     7.0   7.0

Net realized losses on investments, hedging instruments and hedged items 1

   —     —     —     (17.5)  (17.5)

Other income

   0.4   —     —     1.6   2.0   2.5   —     —     (0.9)  1.6 
                               

Total revenues

   370.2   194.6   221.6   93.5   879.9   342.3   192.9   223.3   74.4   832.9 
                               

Benefits and expenses:

                  

Interest credited to policyholder account values

   125.0   109.6   46.3   54.9   335.8   103.7   109.5   44.5   55.7   313.4 

Life insurance and annuity benefits

   55.5   —     57.2   —     112.7   52.6   —     69.3   —     121.9 

Policyholder dividends on participating policies

   —     —     7.3   —     7.3   —     —     6.7   —     6.7 

Amortization of DAC

   79.5   9.7   17.7   (1.7)  105.2   79.8   9.2   23.7   (4.2)  108.5 

Interest expense on debt

   —     —     —     15.8   15.8   —     —     —     18.8   18.8 

Other operating expenses

   49.7   42.3   34.7   (4.6)  122.1   49.7   38.7   39.6   3.3   131.3 
                               

Total benefits and expenses

   309.7   161.6   163.2   64.4   698.9   285.8   157.4   183.8   73.6   700.6 
                               
Income from continuing operations before federal income tax expense   60.5   33.0   58.4   29.1  $181.0   56.5   35.5   39.5   0.8  $132.3 
                     
Net realized gains on investments, hedging instruments and hedged items1   —     —     —     (7.0) 

Adjustment to amortization related to net realized gains

         (1.7) 

Less: net realized losses on investments, hedging instruments and hedged items 1

   —     —     —     17.5  

Less: adjustment to amortization related to net realized gains and losses

   —     —     —     (4.2) 
                            

Pre-tax operating earnings

  $60.5  $33.0  $58.4  $20.4    $56.5  $35.5  $39.5  $14.1  
                            

1

Excluding periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

 

  Three months ended September 30, 2005   Three months ended September 30, 2006

(in millions)

  Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total   Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total

Revenues:

                  

Policy charges

  $136.6  $35.4  $96.7  $—    $268.7   $143.8  $34.2  $99.8  $—    $277.8

Traditional life insurance and immediate annuity premiums

   24.5   —     34.4   —     58.9    37.4   —     38.8   —     76.2

Net investment income

   208.5   160.9   82.6   82.3   534.3    188.6   160.4   83.0   84.9   516.9

Net realized losses on investments, hedging

instruments and hedged items1

   —     —     —     (15.2)  (15.2)

Net realized gains on investments, hedging instruments and hedged items 1

   —     —     —     7.0   7.0

Other income

   0.3   —     —     0.4   0.7    0.4   —     —     1.6   2.0
                               

Total revenues

   369.9   196.3   213.7   67.5   847.4    370.2   194.6   221.6   93.5   879.9
                               

Benefits and expenses:

                  

Interest credited to policyholder account values

   140.5   113.1   45.9   39.0   338.5    125.0   109.6   46.3   54.9   335.8

Life insurance and annuity benefits

   35.8   —     55.3   —     91.1    55.5   —     57.2   —     112.7

Policyholder dividends on participating policies

   —     —     6.9   —     6.9    —     —     7.3   —     7.3

Amortization of DAC

   92.2   12.3   15.8   (4.4)  115.9    79.5   9.7   17.7   (1.7)  105.2

Interest expense on debt

   —     —     —     17.4   17.4    —     —     —     15.8   15.8

Other operating expenses

   48.3   45.6   39.2   2.2   135.3    49.7   42.3   34.7   0.7   127.4
                               

Total benefits and expenses

   316.8   171.0   163.1   54.2   705.1    309.7   161.6   163.2   69.7   704.2
                               

Income from continuing operations before federal income tax expense

   53.1   25.3   50.6   13.3  $142.3    60.5   33.0   58.4   23.8  $175.7
                     

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     15.2  

Adjustment to amortization related to net realized losses

   —     —     —     (4.4) 

Net realized gains on investments, hedging instruments and hedged items 1

   —     —     —     (7.0) 

Adjustment to amortization related to net realized gains and losses

         (1.7) 
                            

Pre-tax operating earnings

  $53.1  $25.3  $50.6  $24.1    $60.5  $33.0  $58.4  $15.1  
                            

1

Excluding periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

 

  Nine months ended September 30, 2006   Nine months ended September 30, 2007 

(in millions)

  Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total   Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total 

Revenues:

                  

Policy charges

  $428.0  $125.0  $293.0  $—    $846.0   $484.5  $104.0  $303.6  $—    $892.1 

Traditional life insurance and immediate annuity premiums

   103.8   —     126.2   —     230.0    93.0   —     118.6   —     211.6 

Net investment income

   567.8   476.2   245.6   257.1   1,546.7    468.1   477.5   245.3   297.1   1,488.0 

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     (10.7)  (10.7)   —     —     —     (34.9)  (34.9)

Other income

   1.6   —     —     2.2   3.8    2.5   —     —     0.8   3.3 
                                

Total revenues

   1,101.2   601.2   664.8   248.6   2,615.8    1,048.1   581.5   667.5   263.0   2,560.1 
                                

Benefits and expenses:

                  

Interest credited to policyholder account values

   382.1   330.5   135.2   151.0   998.8    323.4   326.5   132.6   170.3   952.8 

Life insurance and annuity benefits

   145.9   —     183.2   —     329.1    174.1   —     186.8   —     360.9 

Policyholder dividends on participating policies

   —     —     20.9   —     20.9    —     —     17.4   —     17.4 

Amortization of DAC

   261.9   30.4   60.3   (8.2)  344.4    192.0   17.7   51.8   (9.2)  252.3 

Interest expense on debt

   —     —     —     48.0   48.0    —     —     —     50.7   50.7 

Other operating expenses

   146.9   132.0   106.8   1.1   386.8    149.9   130.2   110.2   4.1   394.4 
                                

Total benefits and expenses

   936.8   492.9   506.4   191.9   2,128.0    839.4   474.4   498.8   215.9   2,028.5 
                                
Income from continuing operations before federal income tax expense   164.4   108.3   158.4   56.7  $487.8    208.7   107.1   168.7   47.1  $531.6 
                      
Net realized losses on investments, hedging instruments and hedged items1   —     —     —     10.7  

Adjustment to amortization related to net realized losses

   —     —     —     (8.2) 

Less: net realized losses on investments, hedging instruments and hedged items 1

   —     —     —     34.9  

Less: adjustment to amortization related to net realized gains and losses

   —     —     —     (9.2) 
                            

Pre-tax operating earnings

  $164.4  $108.3  $158.4  $59.2    $208.7  $107.1  $168.7  $72.8  
                            

1

Excluding periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

(a wholly-owned subsidiary of Nationwide Financial Services, Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

September 30, 20062007 and 20052006

 

  Nine months ended September 30, 2005  Nine months ended September 30, 2006 

(in millions)

  Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total  Individual
Investments
  Retirement
Plans
  Individual
Protection
  Corporate
and Other
 Total 

Revenues:

                  

Policy charges

  $397.7  $109.0  $284.0  $—    $790.7  $428.0  $125.0  $293.0  $—    $846.0 

Traditional life insurance and immediate annuity premiums

   68.2   —     122.1   —     190.3   103.8   —     126.2   —     230.0 

Net investment income

   621.2   480.1   251.9   225.5   1,578.7   567.8   476.2   245.6   257.1   1,546.7 

Net realized gains on investments, hedging instruments and hedged items1

   —     —     —     6.3   6.3

Net realized losses on investments, hedging instruments and hedged items 1

   —     —     —     (10.7)  (10.7)

Other income

   0.9   0.2   —     0.2   1.3   1.6   —     —     2.2   3.8 
                               

Total revenues

   1,088.0   589.3   658.0   232.0   2,567.3   1,101.2   601.2   664.8   248.6   2,615.8 
                               

Benefits and expenses:

                  

Interest credited to policyholder account values

   421.2   331.9   137.0   105.9   996.0   382.1   330.5   135.2   151.0   998.8 

Life insurance and annuity benefits

   108.1   —     174.0   —     282.1   145.9   —     183.2   —     329.1 

Policyholder dividends on participating policies

   —     —     24.9   —     24.9   —     —     20.9   —     20.9 

Amortization of DAC

   245.6   35.4   63.8   1.1   345.9   261.9   30.4   60.3   (8.2)  344.4 

Interest expense on debt

   —     —     —     48.7   48.7   —     —     —     48.0   48.0 

Other operating expenses

   139.4   137.3   110.4   9.7   396.8   146.9   132.0   106.8   7.6   393.3 
                               

Total benefits and expenses

   914.3   504.6   510.1   165.4   2,094.4   936.8   492.9   506.4   198.4   2,134.5 
                               
Income from continuing operations before federal income tax expense   173.7   84.7   147.9   66.6  $472.9   164.4   108.3   158.4   50.2  $481.3 
                     
Net realized gains on investments, hedging instruments and hedged items1   —     —     —     (6.3) 

Adjustment to amortization related to net realized gains

   —     —     —     1.1  

Less: net realized losses on investments, hedging instruments and hedged items 1

   —     —     —     10.7  

Add: adjustment to amortization related to net realized gains and losses

   —     —     —     (8.2) 
                            

Pre-tax operating earnings

  $173.7  $84.7  $147.9  $61.4    $164.4  $108.3  $158.4  $52.7  
                            

1

Excluding periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations.

ITEM 2 MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

TABLE OF CONTENTS

 

FORWARD-LOOKING INFORMATION

  2123

OVERVIEW

  2224

CRITICAL ACCOUNTING POLICIESAND RECENTLY ISSUED ACCOUNTING STANDARDS

  2325

RESULTSOF OPERATIONS

  2428

SALES

  2830

BUSINESS SEGMENTS

  3335

CONTRACTUAL OBLIGATIONSAND COMMITMENTS

  46

OFF-BALANCE SHEET TRANSACTIONS

  46

Forward-Looking Information

The information included herein contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the results of operations and businesses of Nationwide Life Insurance Company and subsidiaries (NLIC, or collectively, the Company). Whenever used in this report, words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “believe,” “project,” “target,” and other words of similar meaning are intended to identify such forward-looking statements. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated or projected, forecast, estimated or budgeted in such forward-looking statements include, among others, the following possibilities:

 

 (i)

the potential impact on the Company’s reported net income and related disclosures that could result from the adoption of certain accounting and/or financial reporting standards issued by the Financial Accounting Standards Board, the United States Securities and Exchange Commission (SEC) or other standard-setting bodies;

 

 (ii)

tax law changes impacting the tax treatment of life insurance and investment products;

 

 (iii)

repeal of the federal estate tax;

 

 (iv)

heightened competition, including specifically the intensification of price competition, the entry of new competitors and the development of new products by new and existing competitors;

 

 (v)

adverse state and federal legislation and regulation, including limitations on premium levels, increases in minimum capital and reserves, and other financial viability requirements; restrictions on mutual fund distribution payment arrangements such as revenue sharing and 12b-1 payments; and regulation changes resulting from industry practice investigations;

 

 (vi)

failure to expand distribution channels in order to obtain new customers or failure to retain existing customers;

 

 (vii)

inability to carry out marketing and sales plans, including, among others, development of new products and/or changes to certain existing products and acceptance of the new and/or revised products in the market;

 

 (viii)

changes in interest rates and the equity markets causing a reduction of investment income and/or asset fees; an acceleration of the amortization of deferred policy acquisition costs (DAC), a reduction in separate account assets or a reduction in the demand for the Company’s products;

 

 (ix)

reduction in the value of the Company’s investment portfolio as a result of changes in interest rates and yields in the market as well as geopolitical conditions and the impact of political, regulatory, judicial, economic or financial events, including terrorism, affecting the market generally and companies in the Company’s investment portfolio specifically;

 

 (x)

general economic and business conditions whichthat are less favorable than expected;

 

 (xi)

competitive, regulatory or tax changes that affect the cost of, or demand for, the Company’s products;

 

 (xii)

unanticipated changes in industry trends and ratings assigned by nationally recognized rating organizations;

 

 (xiii)

settlement of tax liabilities for amounts that differ significantly from those recorded on the balance sheets;

 

 (xiv)

deviations from assumptions regarding future persistency, mortality (including as a result of the outbreak of a pandemic illness, such as Avian Flu), morbidity and interest rates used in calculating reserve amounts and in pricing the Company’s products;

 

 (xv)

adverse litigation results and/or resolution of litigation and/or arbitration or investigation results that could result in monetary damages or impact the manner in which the Company conducts its operations; and

 

 (xvi)

adverse consequences, including financial and reputation costs, regulatory problems and potential loss of customers resulting from failure to meet privacy regulations and/or protect the Company’s customers’ confidential information.

Overview

The following analysis of condensed consolidated results of operations and financial condition of the Company should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere herein.

The Company is a member of the Nationwide group of companies, which is comprised of Nationwide Mutual Insurance Company (NMIC) and all of its subsidiaries and affiliates.

All of the outstanding shares of NLIC’s common stock are owned by Nationwide Financial Services, Inc. (NFS), a holding company formed by Nationwide Corporation, a majority-owned subsidiary of NMIC.

Wholly-owned subsidiaries of NLIC include Nationwide Life and Annuity Insurance Company (NLAIC) and Nationwide Investment Services Corporation (NISC). NLAIC offers universal life insurance, variable universal life insurance, corporate-owned life insurance (COLI) and individual annuity contracts on a non-participating basis. NISC is a registered broker/dealer.

The Company is a leading provider of long-term savings and retirement products in the United States of America (U.S.). The Company develops and sells a diverse range of products including individual annuities, private and public sector group retirement plans, other investment products sold to institutions, life insurance and investment advisory services.

The Company sells its products through a diverse distribution network. Unaffiliated entities that sell the Company’s products to their own customer bases include independent broker/dealers, financial institutions, wirehouse and regional firms, pension plan administrators, and life insurance specialists. Representatives of affiliates whothat market products directly to a customer base include Nationwide Retirement Solutions, Inc. (NRS),; Nationwide Financial Network (NFN) producersproducers; and Mullin TBG Insurance Agency Services, LLC (Mullin TBG), a joint venture between NFS’ majority-owned subsidiary, TBG Insurance Services Corporation d/b/a TBG Financial, (TBG Financial).and MC Insurance Agency Services, LLC d/b/a Mullin Consulting. The Company also distributes products through the NMIC agency distribution force.force of its ultimate majority parent company, NMIC.

Business Segments

SeePart 1 – Financial Information, Item 1 – Condensed Consolidated Financial Statements, Note 109 – Segment Informationfor a discussion of reportable segments, including the components of each segment.

The following table summarizes pre-tax operating earnings by segment for the periods indicated:

 

  Three months ended September 30,  Nine months ended September 30,  Three months ended September 30,  Nine months ended September 30,

(in millions)

  2006  2005  Change  2006  2005  Change  2007  2006  Change  2007  2006  Change

Individual Investments

  $60.5  $53.1  14 %  $164.4  $173.7  (5)%  $56.5  $60.5  (7)%  $208.7  $164.4  27 %

Retirement Plans

   33.0   25.3  30 %   108.3   84.7  28 %   35.5   33.0  8 %   107.1   108.3  (1)%

Individual Protection

   58.4   50.6  15 %   158.4   147.9  7 %   39.5   58.4  (32)%   168.7   158.4  7 %

Corporate and Other

   20.4   24.1  (15)%   59.2   61.4  (4)%   14.1   15.1  (7)%   72.8   52.7  38 %

Revenues and Expenses

The Company earns revenues and generates cash primarily from policy charges, life insurance premiums and net investment income. Policy charges include asset fees, which are earned primarily from separate account values generated from the sale of individual and group variable annuities and investment life insurance products; cost of insurance charges earned on universal life insurance products, which are assessed on the amount of insurance in force in excess of the related policyholder account value; administrative fees, which include fees charged per contract on a variety of the Company’s products and premium loads on universal life insurance products; and surrender fees, which are charged as a percentage of premiums withdrawn during a specified period for annuity and certain life insurance contracts. Net investment income includes earnings on investments supporting fixed annuities, the medium-term note (MTN) program and certain life insurance products, and earnings on invested assets not allocated to product segments, all net of related investment expenses. Other income includes asset fees, administrative fees, commissions and other income earned by subsidiaries of the Company that provide administrative, marketing and distribution services.

Management makes decisions concerning the sale of invested assets based on a variety of market, business, tax and other factors. All realized gains and losses generated by these sales, charges related to other-than-temporary impairments of available-for-sale securities and other investments, and changes in the allowance for lossesvaluation allowances on mortgage loans on real estate are reported in net realized gains and losses on investments, hedging instruments and hedged items. Also included are changes in the fair values of derivatives qualifying as fair value hedges and the related changes in the fair values of hedged items; the ineffective, or excluded, portion of cash flow hedges; changes in the fair values of derivatives that do not qualify for hedge accounting treatment;treatment (non-qualifying derivatives); and periodic net coupon settlements on non-qualifying derivatives.

The Company’s primary expenses include interest credited to policyholder account values, otherlife insurance and annuity benefits, and claims, amortization of DAC and general business operating expenses. Interest credited principally relates to individual and group fixed annuities, funding agreements backing the NLICCompany’s MTN program and certain life insurance products. OtherLife insurance and annuity benefits and claims include policyholder benefits in excess of policyholder account values for universal life and individual deferred annuities and net claims and provisions for future policy benefits for traditional life insurance products and immediate annuities.

The Company regularly evaluates and adjusts the DAC balance when actual gross profits in a given reporting period vary from management’s initial estimates, with a corresponding charge or credit to current period earnings. This process is referred to by the Company as a “true-up”, which is performed, and the resulting impact recognized, on a quarterly basis. Additionally, the Company regularly evaluates its assumptions regarding the future estimated gross profits used as a basis for amortization of DAC and adjusts the total amortization recorded to date by a charge or credit to earnings if evidence suggests that these future assumptions and estimates should be revised. This process is referred to by the Company as “unlocking.” The Company regularly monitors its actual experience with factors impacting its assumptions about future expected gross profits and other relevant internal and external information regarding those assumptions and unlocks as such information and analysis warrants.

Profitability

The Company’s profitability largely depends on its ability to effectively price and manage risk on its various products, administer customer funds and control operating expenses. Lapse rates on existing contracts also impact profitability. The lapse rate and distribution of lapses affect surrender charges and impact DAC amortization assumptions when lapse experience changes significantly.

In particular, the Company’s profitability is driven by fee income on separate account products, general and separate account asset levels, and management’s ability to manage interest spread income. While asset fees are largely at guaranteed annual rates, amounts earned vary directly with the underlying performance of the separate accounts. Interest spread income is comprised of net investment income, excluding any applicable allocated charges for invested capital, less interest credited to policyholder account values. Interest spread income can vary depending on crediting rates offered by the Company; performance of the investment portfolio, including the rate of prepayments; changes in market interest rates;rates and the level of invested assets; the competitive environment; and other factors. In recent periods, management has taken actions to address low interest rate environments and the resulting impact on interest spread margins, including reducing commissions on fixed annuity sales, launching new products with new guaranteed rates, discontinuing the sale of its leading annual reset fixed annuities and invoking contractual provisions that limit the amount of variable annuity deposits allocated to the guaranteed fixed option. Also, the majority of new business contains lower floor guarantees than were historically provided.

In addition, life insurance profits are significantly impacted by mortality, morbidity and persistency experience.

Cumulative Effect of Adoption of Accounting Principle

In September 2005, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1). The Company adopted SOP 05-1 effective January 1, 2007, which resulted in a $6.0 million charge, net of taxes, as the cumulative effect of adoption of this accounting principle. SeePart 1 – Financial Information, Item 1 – Condensed Consolidated Financial Statements, Note 3 – Recently Issued Accounting Standardsfor a complete description of SOP 05-1.

Critical Accounting Policies and Recently Issued Accounting Standards

The preparation of financial statements in accordance with United States generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ significantly from those estimates.

The Company’s most critical estimates include those used to determine the following: the balance, recoverability and amortization of DAC for investment products and universal life insurance products; impairment losses on investments; valuation allowances for mortgage loans on real estate; federal income tax provision; the liability for future policy benefits and claims; and pension benefits.federal income tax provision.

Note 2 to the audited consolidated financial statements included in the Company’s 20052006 Annual Report on Form 10-K provides a summary of significant accounting policies. SeePart 1 – Financial Information, Item 1 – Condensed Consolidated Financial Statements, Note 23 – Recently Issued Accounting Standardsof this report for a discussion of recently issued accounting standards. The Company’s critical accounting policies have not changed materially from those disclosed in the Company’s 20052006 Annual Report on Form 10-K.10-K except as noted below.

Deferred Policy Acquisition Costs for Investment and Universal Life Insurance Products

The Company has deferred certain costs of acquiring investment and universal life insurance products business, principally commissions, certain expenses of the policy issue and underwriting department, and certain variable sales expenses that relate to and vary with the production of new and renewal business. Investment products primarily consist of individual and group variable and fixed deferred annuities in the Individual Investments and Retirement Plans segments. Universal life insurance products include universal life insurance, variable universal life insurance, corporate-owned life insurance (COLI) and other interest-sensitive life insurance policies in the Individual Protection segment. DAC is subject to recoverability testing in the year of policy issuance and loss recognition testing at the end of each reporting period.

For investment and universal life insurance products, DAC is being amortized with interest over the lives of the policies in relation to the present value of estimated gross profits from projected interest margins, asset fees, cost of insurance charges, administration fees, surrender charges, and net realized gains and losses less policy benefits and policy maintenance expenses. The DAC asset related to investment and universal life insurance products is adjusted to reflect the impact of unrealized gains and losses on fixed maturity securities available-for-sale, as described in Note 2(b) to the audited consolidated financial statements included in the Company’s 2006 Annual Report on Form 10-K.

The most significant assumptions that are involved in the estimation of future gross profits include future net separate account investment performance, surrender/lapse rates, interest margins and mortality. Currently, the Company’s long-term assumption for net separate account investment performance is approximately 7% growth per year and varies by product. If actual net separate account investment performance varies from the current assumption, the Company assumes different performance levels over the next three years such that the mean return equals the long-term assumption. This process is referred to as a reversion to the mean. The assumed net separate account investment return assumptions used in the DAC models are intended to reflect what is anticipated. However, based on historical returns of the Standard & Poor’s 500 Index, and as part of its pre-set parameters, the Company’s reversion to the mean process generally limits returns to 0-15% during the three-year reversion period. See below for a discussion of current year assumption changes.

Changes in assumptions can have a significant impact on the amount of DAC reported for investment and universal life insurance products and their related amortization patterns. In the event actual experience differs from assumptions or future assumptions are revised, the Company is required to record an increase or decrease in DAC amortization expense, which could be significant. In general, increases in the estimated general and separate account returns result in increased expected future profitability and may lower the rate of DAC amortization, while increases in lapse/surrender and mortality assumptions reduce the expected future profitability of the underlying business and may increase the rate of DAC amortization.

Management evaluates the appropriateness of the individual variable annuity DAC balance within pre-set parameters. These parameters are designed to appropriately reflect the Company’s long-term expectations with respect to individual variable annuity contracts while also evaluating the potential impact of short-term experience on the Company’s recorded individual variable annuity DAC balance. If the recorded balance of individual variable annuity DAC falls outside of these parameters for a prescribed period of time, or if the recorded balance falls outside of these parameters and management determines it is not reasonably possible to get back within the parameters during this period of time, assumptions are required to be unlocked, and DAC is recalculated using revised best estimate assumptions. When DAC assumptions are unlocked and revised, the Company continues to use the reversion to the mean process. See below for a discussion of current year assumption changes.

For variable annuity products, the DAC balance is sensitive to the effects of changes in the Company’s estimates of gross profits, primarily due to the significant portion of the Company’s gross profits that are dependent upon the rate of return on assets held in separate accounts. This rate of return influences fees earned by the Company from these products and costs incurred by the Company associated with minimum contractual guarantees, as well as other sources of future expected gross profits. As previously stated, the Company’s current long-term assumption for net separate account investment performance is approximately 7% growth per year. In its ongoing evaluation of this assumption, the Company monitors its historical experience, market information and other relevant trends. To demonstrate the sensitivity of both the Company’s variable annuity product DAC balance, which was approximately $1.9 billion in aggregate at September 30, 2007, and related amortization, a 1% increase (to 8%) or decrease (to 6%) in the long-term assumption for net separate account investment performance would result in an approximately $20.0 million net increase or net decrease, respectively, in DAC amortization over the following year. These fluctuations are reasonably likely to occur. The information provided above considers only changes in the assumption for long-term net separate account investment performance and excludes changes in other assumptions used in the Company’s evaluation of DAC.

For other investment and universal life insurance products, DAC is adjusted each quarter to reflect revised best estimate assumptions, including the use of a reversion to the mean methodology over the next three years as it relates to net separate account investment performance. Any resulting DAC true-up and unlocking adjustments are reflected currently in the condensed consolidated statements of income.

Primarily as a result of favorable trends in the financial markets, the investment performance of the Company’s separate accounts has outperformed the Company’s previously established long-term net annual growth rate assumption of approximately 8%. At the end of the second quarter of 2007, the Company determined as part of its regular quarterly analysis of DAC that the overall profitability of separate account products is expected to exceed previous estimates due to these favorable financial market trends. Accordingly, the Company unlocked its DAC assumptions after completing a comprehensive review of assumptions used to project DAC and other related balances, including sales inducement assets, unearned revenue reserves, and guaranteed minimum death and income benefit reserves. This review covered all assumptions including expected separate account investment returns during the three-year reversion period, lapse rates, mortality and expenses. Additionally, while the Company estimates that the overall profitability of its variable products has improved, it also expects the long-term net growth in separate account investment performance to moderate. As a result of its current analysis, including its evaluation of ongoing trends and expectations regarding financial market performance, the Company reduced its long-term net separate account growth rate assumption from approximately 8% to approximately 7%. The Company unlocked assumptions, as appropriate, for all investment and variable universal life insurance products in order to remain consistent across product lines using revised assumptions which reflect the Company’s current best estimate of future events. Therefore, in the second quarter of 2007, the Company recorded a net increase in DAC and a benefit to DAC amortization and other related balances totaling $221.6 million pre-tax, which was reported in the following segments in the pre-tax amounts indicated: Individual Investments - $196.4 million; Retirement Plans - $10.5 million; and Individual Protection - $14.7 million.

The most significant assumption changes that resulted from the Company’s unlocking decisions were resetting the anchor date for reversion to the mean calculations to June 30, 2007, resulting in resetting the assumption for net separate account growth to approximately 7% during the three-year reversion period; resetting the long-term assumption for net separate account growth and the discount rate used to calculate the present value of estimated gross profits to approximately 7% (formerly approximately 8%); and increasing estimated lapse rates for fixed annuity and bank-owned life insurance (BOLI) products.

During the second quarter of 2007, the Company added a new feature to its existing guaranteed minimum withdrawal benefit rider, Lifetime Income (L.INC). This new feature results in a substantial change in the existing contracts and, therefore, an extinguishment of the DAC associated with those contracts pursuant to Statement of Position 05-1,Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts. As a result, existing DAC and other related balances were eliminated resulting in a $135.0 million pre-tax charge impacting the Individual Investments segment.

Results of Operations

Third Quarter – 20062007 Compared to 20052006

The following table summarizes the Company’s consolidated results of operations for the periods indicated:

 

  Three months ended September 30,  Three months ended September 30,

(in millions)

  2006  2005  Change  2007 2006 Change

Revenues:

          

Policy charges:

          

Asset fees

  $162.5  $156.3  4 %  $187.4  $162.5  15 %

Cost of insurance charges

   70.6   68.6  3 %   75.0   70.6  6 %

Administrative fees

   26.2   23.3  12 %   25.6   26.2  (2)%

Surrender fees

   18.5   20.5  (10)%   14.6   18.5  (21)%
                  

Total policy charges

   277.8   268.7  3 %   302.6   277.8  9 %

Traditional life insurance and immediate annuity premiums

   76.2   58.9  29 %   68.9   76.2  (10)%

Net investment income

   516.9   534.3  (3)%   477.3   516.9  (8)%

Net realized gains (losses) on investments, hedging instruments and hedged items

   10.5   (15.1)  NM

Net realized (losses) gains on investments, hedging instruments and hedged items

   (21.7)  10.5  NM

Other income

   (1.5)   0.6  NM   5.8   (1.5) NM
                  

Total revenues

   879.9   847.4  4 %   832.9   879.9  (5)%
                  

Benefits and expenses:

          

Interest credited to policyholder account values

   335.8   338.5  (1)%   313.4   335.8  (7)%

Life insurance and annuity benefits

   112.7   91.1  24 %   121.9   112.7  8 %

Policyholder dividends on participating policies

   7.3   6.9  6 %   6.7   7.3  (8)%

Amortization of DAC

   105.2   115.9  (9)%   108.5   105.2  3 %

Interest expense, primarily with NFS

   15.8   17.4  (9)%   18.8   15.8  19 %

Other operating expenses

   122.1   135.3  (10)%   131.3   127.4  3 %
                  

Total benefits and expenses

   698.9   705.1  (1)%   700.6   704.2  (1)%
                  

Income from continuing operations before federal income tax expense (benefit)

   181.0   142.3  27 %

Federal income tax expense (benefit)

   50.8   (13.1)  NM

Income from continuing operations before federal income tax expense

   132.3   175.7  (25)%

Federal income tax expense

   27.4   48.9  (44)%
                  

Net income

  $130.2  $155.4  (16)%  $104.9  $126.8  (17)%
                  

The decrease in net income primarily was driven by a tax benefit recorded during the third quarter of 2005 comparednet realized losses on investments, hedging instruments and hedged items relative to tax expense for the comparable periodnet realized gains in 2006. This effect2006 and lower interest spread income, partially was offset by higher income from continuing operations before federal income tax expense (benefit) primarily due to the recognition ofasset fees.

The Company recorded net realized gainslosses on investments, hedging instruments and hedged items in 2006 compared to net losses in the prior year; higher traditional life insurance and immediate annuity premiums; and lower amortization of DAC. Higher life insurance and annuity benefits and lower interest spread income partially offset the overall improvement in income from continuing operations before federal income tax expense (benefit).

During the third quarter of 2006, the Company recorded $7.8 million of net expense adjustments primarily related to differences between the 2005 estimated tax liability and the amounts reported on the Company’s 2005 tax returns. During the third quarter of 2005, the Company refined its separate account DRD estimation process. As a result, the Company identified and recorded additional federal income tax benefits and recoverables in the amount of $42.6 million related to all tax years (2000 – 2005) that were open at that time. In addition, the Company recorded $5.6 million of net benefit adjustments primarily related to differences between the 2004 estimated tax liability and the amounts reported on the Company’s 2004 tax returns. Therefore, the effective tax rates in 2006 and 2005 are not comparable.

The Company recorded net realized gains on investments, hedging instruments and hedged items during the third quarter of 20062007 compared to net realized lossesgains in the prior year primarily due to a decline in current year impairment charges. The third quarter of 2005 included significant impairments on airline industry holdings.

The increase in traditional life insurance and immediate annuity premiums was due to higher interest rates relative to a year ago, which created a favorable environment for immediate annuity product salesimpairment charges in the Individual Investments segment.

Lower amortization of DAC primarily was due to the fixed annuity business in the Individual Investments segment. The main drivers were a favorable true-up in the third quarter of 2006 and an unfavorable unlocking in the prior year quarter.

Higher life insurance and annuity benefits primarily were driven by the Individual Investments segment due to increased immediate annuity reserves caused by growth in sales relative to a year ago. This increase is consistent with the corresponding increase in immediate annuity premiums described above.current year.

Interest spread income declined primarily due to lower invested asset levelsaverage yields and yields on excess capital and surplus retainedassets in the Corporate and Other segment. In addition, the decrease within the Individual Investments segment wassegment.

Asset fees increased primarily due to higher average separate account values driven by lower income from mortgage loan prepayment penalties and bond call premiums.favorable market performance in the Individual Investments segment.

Year-to-Date – 20062007 Compared to 20052006

The following table summarizes the Company’s consolidated results of operations for the periods indicated:

 

  Nine months ended September 30,  Nine months ended September 30,

(in millions)

  2006 2005  Change  2007 2006 Change

Revenues:

         

Policy charges:

         

Asset fees

  $488.0  $456.8  7%  $550.4  $488.0  13 %

Cost of insurance charges

   209.7   202.5  4%   222.6   209.7  6 %

Administrative fees

   92.7   68.4  35%   72.5   92.7  (22)%

Surrender fees

   55.6   63.0  (12)%   46.6   55.6  (16)%
                  

Total policy charges

   846.0   790.7  7%   892.1   846.0  5 %

Traditional life insurance and immediate annuity premiums

   230.0   190.3  21%   211.6   230.0  (8)%

Net investment income

   1,546.7   1,578.7  (2)%   1,488.0   1,546.7  (4)%

Net realized (losses) gains on investments, hedging instruments and hedged items

   (6.2)  6.1  NM

Net realized losses on investments, hedging instruments and hedged items

   (35.3)  (6.2) NM

Other income

   (0.7)  1.5  NM   3.7   (0.7) NM
                  

Total revenues

   2,615.8   2,567.3  2%   2,560.1   2,615.8  (2)%
                  

Benefits and expenses:

         

Interest credited to policyholder account values

   998.8   996.0  —     952.8   998.8  (5)%

Life insurance and annuity benefits

   329.1   282.1  17%   360.9   329.1  10 %

Policyholder dividends on participating policies

   20.9   24.9  (16)%   17.4   20.9  (17)%

Amortization of DAC

   344.4   345.9  —     252.3   344.4  (27)%

Interest expense, primarily with NFS

   48.0   48.7  (1)%   50.7   48.0  6 %

Other operating expenses

   386.8   396.8  (3)%   394.4   393.3  —  
                  

Total benefits and expenses

   2,128.0   2,094.4  2%   2,028.5   2,134.5  (5)%
                  

Income from continuing operations before federal income tax expense

   487.8   472.9  3%   531.6   481.3  10 %

Federal income tax expense

   2.8   70.3  (96)%   130.8   0.4  NM
                  

Income from continuing operations

   400.8   480.9  (17)%

Cumulative effect of adoption of accounting principle, net of taxes

   (6.0)  —    NM
         

Net income

  $485.0  $402.6  20%   394.8   480.9  (18)%
                  

The increasedecrease in net income primarily was driven by a$110.9 million of tax benefit recordedreserves that were released into earnings during the second quarter of 2006 that was partially offset by separate tax benefits and recoverables recorded during the third quarter of 2005. In addition,2006. However, the Company recorded higher income from continuing operations before federal income tax expense primarily due to increases in traditional life insurancelower amortization of DAC and immediate annuity premiumsrelated adjustments as discussed previously and policy charges. Higher life insurancebelow and higher asset fees. Partially offsetting these improvements were increased amortization of DAC and annuity benefits related to modifications of features in the Company’s L.INC product; higher net realized losses on investments, hedging instruments and hedged items; lower administrative fees; and lower interest spread income partially offset the overall increase in income from continuing operations before federal income tax expense.immediate annuity premiums.

Through June 2006, the Company’s federal income tax returns for tax years 2000-2002 were under Internal Revenue Service (IRS) examination pursuant to a routine audit. In accordance with its regular practice, management established tax reserves representing its best estimate of additional amounts the Company could be required to pay if certain positions it hashad taken arewere challenged and ultimately denied by the IRS with respect to these tax years. These reserves are reviewed regularly and are adjusted as events occur that management believes impacts the Company’s liability for additional taxes, such as lapsing of applicable statutes of limitations; conclusion of tax audits or substantial agreement on the deductibility/non-deductibility of uncertain items; additional exposure based on current calculations; identification of new issues; release of administrative guidance; or rendering of a court decision affecting a particular tax issue. A significant component of the Company’s tax reserve as of December 31, 2005 was related to the separate account DRD.dividends received reduction (DRD).

In July 2006, the Company reached substantial agreement with the IRS on all open issues for tax years 2000-2002, including issues related to the DRD. Accordingly, the Company revised its estimate of amounts that may be due in connection with certain tax positions, including the DRD, for all open tax years. As a result of the revised estimate, $110.9 million of tax reserves were released into earnings during the second quarter of 2006.

Furthermore, as described in the third quarter section of this discussion, the Company recorded $7.8 million in net expense adjustments during the third quarter of 2006 and a total of $48.2 million in federal income tax benefits, recoverables and adjustments during the third quarter of 2005. Because of the impact of this activity, along with the 2006 reserve release described above, Therefore, the effective tax rates in 20062007 and 20052006 are not comparable.

The increase

Lower amortization of DAC primarily was due to the unlocking of DAC during the second quarter of 2007, which lowered amortization of DAC by $235.8 million. In addition, during the second quarter of 2007, the Company modified the features of its L.INC product within the Individual Investments segment. This modification resulted in traditionala substantial change to the existing contracts and required the Company to extinguish existing DAC and certain other related balances related to this product, resulting in increased amortization of DAC of $124.0 million and increased annuity benefits of $11.0 million.

Asset fees increased primarily due to higher average separate account values driven by favorable market performance in the Individual Investments segment.

Higher life insurance and immediateannuity benefits primarily were driven by increased annuity benefits of $12.5 million related to the unlocking of DAC and other related balances and the aforementioned increase in annuity benefits related to modification of L.INC features of $11.0 million.

Net realized losses on investments, hedging instruments and hedged items increased due to higher impairment charges in the current year.

Lower administrative fees primarily were attributable to the Retirement Plans segment due to an $18.6 million policy adjustment in the second quarter of 2006 related to the surrender of a group fixed annuity contract.

Immediate annuity premiums wasdeclined due to higherlower interest rates relative to a year ago, which created a less favorable environment for immediate annuity product sales in the Individual Investments segment.

The increase in policy charges was driven by higher asset fees and administrative fees. Asset fees rose due to increases in both average separate account values and the average asset fee rate charged within the Individual Investments segment. The average variable asset fee rate increased as new business sold with higher-risk features and corresponding higher fee rates influenced the overall average rate. Administrative fees increased primarily in the Retirement Plans segment due to the fee charged for the withdrawal of funds from a fixed annuity contract. SeePart I – Financial Information, Item 2 – Management’s Narrative Analysis of the Results of Operations (MD&A) – Business Segments – Retirement Plans for additional information.

Higher life insurance and annuity benefits primarily were driven by the Individual Investments segment due to increased immediate annuity reserves caused by growth in sales relative to a year ago. This increase is consistent with the corresponding increase in immediate annuity premiums described above.

Interest spread income decreased primarily within the Individual Investments and Corporate and Other segments. The decline in Individual Investments was due to lower income from mortgage loan prepayment penalties and bond call premiums and a decline in general account assets caused by fixed annuity net outflows. Reduced invested asset levels, lower yields and shrinking margins in the MTN program drove the decrease in the Corporate and Other segment.

Sales

The Company regularly monitors and reports a production volume metric titled “sales.” Sales or similar measures are commonly used in the insurance industry as a measure of the volume of new and renewal business generated in a period.

Sales are not derived from any specific GAAP income statement accounts or line items and should not be viewed as a substitute for any financial measure determined in accordance with GAAP, including sales as it relates to non-insurance companies. Additionally, the Company’s definition of sales may differ from that used by other companies. As used in the insurance industry, sales, or similarly titled measures, generate customer funds managed and administered, which ultimately drive revenues.

As calculated and analyzed by management, statutory premiums and deposits on individual and group annuities and life insurance products calculated in accordance with accounting practices prescribed or permitted by regulatory authorities and deposits on administration-only group retirement plans and the advisory services program are adjusted as described below to arrive at sales.

Life insurance premiums determined on a GAAP basis are significantly different than statutory premiums and deposits. Life insurance premiums determined on a GAAP basis are recognized as revenue when due, as calculated on an accrual basis in proportion to the service provided and performance rendered under the contract. In addition, many life insurance and annuity products involve an initial deposit or a series of deposits from customers. These deposits are accounted for as such on a GAAP basis and therefore are not reflected in the GAAP income statement. On a statutory basis, life insurance premiums collected (cash basis) and deposits received (cash basis) are aggregated and reported as statutory premiums and annuity consideration revenues.

Sales, as reported by the Company, are stated net of internal replacements, which management believes provides a more meaningful disclosure of production in a given period. In addition, the Company’s definition of sales excludes funding agreements issued under the Company’s MTN program; asset transfers associated with large case BOLI and large case retirement plan acquisitions; and deposits into Nationwide employee and agent benefit plans. Although these products contribute to asset and earnings growth, their production flows potentially can mask trends in the underlying business and thus do not provide meaningful comparisons and analyses.

Management believes that the presentation of sales as measured for management purposes enhances the understanding of the Company’s business and helps depict longer-term trends that may not be apparent in the results of operations due to differences between the timing of sales and revenue recognition.

The Company’s flagship products are marketed under The BEST of AMERICA brand and include individual variable and group annuities, group private sector retirement plans, and variable life insurance. The BEST of AMERICA products allow customers to choose from investment options managed by premier mutual fund managers. The Company has also developed private label variable and fixed annuity products in conjunction with other financial services providers that allow those providers to sell products to their own customer bases under their own brand names.

The Company also markets group deferred compensation retirement plans to employees of state and local governments for use under Internal Revenue Code (IRC)IRC Section 457. The Company utilizes its sponsorshipendorsement by the National Association of Counties, The United States Conference of Mayors and The International Association of FirefightersFire Fighters when marketing IRC Section 457 products.

Third Quarter – 20062007 Compared to 20052006

The following table summarizes sales by product and segment for the periods indicated:

 

  Three months ended September 30,  Three months ended September 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Individual Investments

            

Individual variable annuities:

            

The BEST of AMERICA products

  $1,096.6  $716.9  53 %  $1,274.4  $1,096.6  16 %

Private label annuities

   94.8   79.8  19 %   118.5   94.8  25 %
                  

Total individual variable annuities

   1,191.4   796.7  50 %   1,392.9   1,191.4  17 %

Individual fixed annuities

   56.4   31.0  82 %   36.6   56.4  (35)%

Income products

   57.1   46.4  23 %   54.3   57.1  (5)%

Advisory services program

   47.7   65.1  (27)%   42.6   47.7  (11)%
                  

Total Individual Investments

   1,352.6   939.2  44 %   1,526.4   1,352.6  13 %
                  

Retirement Plans

            

Private sector:

            

The BEST of AMERICA products

   305.9   361.0  (15)%

Group products

   264.2   305.9  (14)%

Public sector:

            

IRC Section 457 annuities

   381.6   397.6  (4)%   387.1   381.6  1 %
                  

Total Retirement Plans

   687.5   758.6  (9)%   651.3   687.5  (5)%
                  

Individual Protection

            

Corporate-owned life insurance

   67.7   174.8  (61)%   54.4   67.7  (20)%

The BEST of AMERICA variable life series

   107.2   105.1  2 %   112.8   107.2  5 %

Traditional/universal life insurance

   95.7   83.8  14%   96.9   95.7  1 %
                  

Total Individual Protection

   270.6   363.7  (26)%   264.1   270.6  (2)%
                  

Total sales

  $2,310.7  $2,061.5  12 %  $2,441.8  $2,310.7  6 %
                  

SeePart I – Financial Information, Item 2 – Management’s Narrative Analysis of the Results of Operations (MD&A)Business Segments for an analysis of sales by product and segment.

The following table summarizes sales by distribution channel for the periods indicated:

   Three months ended September 30,

(in millions)

  2007  2006  Change

Non-affiliated:

      

Independent broker/dealers

  $726.0  $692.5  5 %

Financial institutions

   486.9   443.1  10 %

Wirehouse and regional firms

   485.8   413.9  17 %

Pension plan administrators

   64.1   70.2  (9)%

Life insurance specialists

   12.9   46.3  (72)%
           

Total non-affiliated sales

   1,775.7   1,666.0  7 %
           

Affiliated:

      

NRS

   393.3   388.3  1 %

Nationwide agents

   160.7   174.3  (8)%

NFN producers

   70.6   60.7  16 %

Mullin TBG

   41.5   21.4  94 %
           

Total affiliated sales

   666.1   644.7  3 %
           

Total sales

  $2,441.8  $2,310.7  6 %
           

The increase in total sales primarily was driven by higher individual variable annuity sales in the Individual Investments segment due to continued market acceptance of the Company’s products with living benefit riders, partially offset by lower sales in the Retirement Plans segment from the continued movement of pension business to NFS trust product offerings.

Higher sales in the wirehouse and regional firms, financial institutions and independent broker/dealers channels primarily were driven by variable annuity products, specifically products offering living benefit riders.

Year-to-Date – 2007 Compared to 2006

The following table summarizes sales by product and segment for the periods indicated:

   Nine months ended September 30,

(in millions)

  2007  2006  Change

Individual Investments

      

Individual variable annuities:

      

The BEST of AMERICA products

  $3,737.8  $3,125.4  20 %

Private label annuities

   289.2   264.5  9 %
           

Total individual variable annuities

   4,027.0   3,389.9  19 %

Individual fixed annuities

   112.8   140.4  (20)%

Income products

   159.8   171.5  (7)%

Advisory services program

   116.0   180.4  (36)%
           

Total Individual Investments

   4,415.6   3,882.2  14 %
           

Retirement Plans

      

Private sector:

      

Group products

   878.3   1,018.1  (14)%

Public sector:

      

IRC Section 457 annuities

   1,162.3   1,177.9  (1)%
           

Total Retirement Plans

   2,040.6   2,196.0  (7)%
           

Individual Protection

      

Corporate-owned life insurance

   411.2   496.6  (17)%

The BEST of AMERICA variable life series

   329.3   327.4  1 %

Traditional/universal life insurance

   277.9   260.5  7 %
           

Total Individual Protection

   1,018.4   1,084.5  (6)%
           

Total sales

  $7,474.6  $7,162.7  4 %
           

SeePart I – Financial Information, Item 2 – MD&ABusiness Segments for an analysis of sales by product and segment.

The following table summarizes sales by distribution channel for the periods indicated:

 

  Three months ended September 30,  Nine months ended September 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Non-affiliated:

            

Independent broker/dealers

  $692.5  $621.6  11 %  $2,143.1  $2,096.5  2 %

Financial institutions

   443.1   277.7  60 %   1,454.0   1,290.6  13 %

Wirehouse and regional firms

   413.9   301.0  38 %   1,364.5   1,102.3  24 %

Life insurance specialists

   192.3   302.9  (37)%

Pension plan administrators

   70.2   92.1  (24)%   216.8   261.7  (17)%

Life insurance specialists

   46.3   82.5  (44)%
                  

Total non-affiliated sales

   1,666.0   1,374.9  21 %   5,370.7   5,054.0  6 %
                  

Affiliated:

            

NRS

   388.3   404.9  (4)%   1,180.7   1,195.2  (1)%

Nationwide agents

   174.3   157.9  10 %   514.9   540.6  (5)%

TBG Financial

   21.4   92.3  (77)%

Mullin TBG

   219.0   194.5  13%

NFN producers

   60.7   31.5  93 %   189.3   178.4  6 %
                  

Total affiliated sales

   644.7   686.6  (6)%   2,103.9   2,108.7  —  
                  

Total sales

  $2,310.7  $2,061.5  12 %  $7,474.6  $7,162.7  4 %
                  

The increase in total sales primarily was driven by stronghigher individual variable annuity sales of the recently introduced Lifetime Income (L.Inc.) and Capital Preservation Plus Lifetime Income (CPPLI) product riders in the Individual Investments segment due to continued market acceptance of the Company’s products with living benefit riders, partially offset by lower corporate-owned life insurance (COLI)COLI sales in the Individual Protection segment and private sector sales in the Retirement Plans segment.

Increased sales in the financial institutions, wirehouse and regional firms, and independent broker/dealers channels were driven by increased variable annuity sales, specifically L.Inc. and CPPLI as mentioned above, and strong sales of fixed life insurance products.

Lower sales through TBG Financial and life insurance specialists reflecteddue to the addition of two large COLI cases induring the thirdfirst quarter of 2005.

Year-to-Date – 2006 Compared to 2005

The following table summarizes sales by product and segment for the periods indicated:

   Nine months ended September 30,

(in millions)

  2006  2005  Change

Individual Investments

      

Individual variable annuities:

      

The BEST of AMERICA products

  $3,125.4  $2,292.8  36 %

Private label annuities

   264.5   264.3  —  
           

Total individual variable annuities

   3,389.9   2,557.1  33 %

Individual fixed annuities

   140.4   148.7  (6)%

Income products

   171.5   134.0  28 %

Advisory services program

   180.4   182.1  (1)%
           

Total Individual Investments

   3,882.2   3,021.9  28 %
           

Retirement Plans

      

Private sector:

      

The BEST of AMERICA products

   1,018.1   1,150.2  (12)%

Public sector:

      

IRC Section 457 annuities

   1,177.9   1,165.8  1 %
           

Total Retirement Plans

   2,196.0   2,316.0  (5)%
           

Individual Protection

      

Corporate-owned life insurance

   496.6   552.5  (10)%

The BEST of AMERICA variable life series

   327.4   317.9  3 %

Traditional/universal life insurance

   260.5   256.0  2 %
           

Total Individual Protection

   1,084.5   1,126.4  (4)%
           

Total sales

  $7,162.7  $6,464.3  11 %
           

SeePart I – Financial Information, Item 2 – MD&A – Business Segments for an analysis of sales by product and segment.

The following table summarizes sales by distribution channel for the periods indicated:

   Nine months ended September 30,

(in millions)

  2006  2005  Change

Non-affiliated:

      

Independent broker/dealers

  $2,096.5  $1,966.7  7%

Financial institutions

   1,290.6   938.4  38%

Wirehouse and regional firms

   1,102.3   935.3  18%

Life insurance specialists

   302.9   313.4  (3)%

Pension plan administrators

   261.7   288.3  (9)%
           

Total non-affiliated sales

   5,054.0   4,442.1  14%
           

Affiliated:

      

NRS

   1,195.2   1,187.0  1%

Nationwide agents

   540.6   496.9  9%

TBG Financial

   194.5   239.4  (19)%

NFN producers

   178.4   98.9  80%
           

Total affiliated sales

   2,108.7   2,022.2  4%
           

Total sales

  $7,162.7  $6,464.3  11%
           

The increase in total sales primarily was driven by strong sales of the recently introduced L.Inc. and CPPLI product riders in the Individual Investments segment, partially offset by lower private sector sales in the Retirement Plans segment and COLIfrom the continued movement of pension business to NFS trust product offerings.

Higher sales in the Individual Protection segment.

Increased sales in the financial institutions, wirehouse and regional firms and independent broker/dealersfinancial institutions channels were generated from strong variable annuity sales, specifically L.Inc. and CPPLI as mentioned above.

Higher sales in the NFN producers channelprimarily were driven by variable annuity and income products.products, specifically products offering living benefit riders.

Lower salesSales decreased through TBG Financial reflected the addition of two largelife insurance specialists channel due to the decline in COLI cases in the third quarter of 2005.activity mentioned above.

Business Segments

Individual Investments

Third Quarter – 20062007 Compared to 20052006

The following table summarizes selected financial data for the Company’s Individual Investments segment for the periods indicated:

 

  Three months ended September 30,  Three months ended September 30,

(in millions)

  2006  2005  Change

(dollars in millions)

  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $123.9  $116.8  6 %  $146.8  $123.9  18 %

Administrative fees

   5.5   4.0  38 %   7.0   5.5  27 %

Surrender fees

   14.4   15.8  (9)%   11.4   14.4  (21)%
                  

Total policy charges

   143.8   136.6  5 %   165.2   143.8  15 %

Premiums on income products

   37.4   24.5  53 %   29.4   37.4  (21)%

Net investment income

   188.6   208.5  (10)%   145.2   188.6  (23)%

Other income

   0.4   0.3  33 %   2.5   0.4  NM
                  

Total revenues

   370.2   369.9  —     342.3   370.2  (8)%
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   125.0   140.5  (11)%   103.7   125.0  (17)%

Annuity benefits and claims

   55.5   35.8  55 %

Benefits and claims

   52.6   55.5  (5)%

Amortization of DAC

   79.5   92.2  (14)%   79.8   79.5  —  

Other operating expenses

   49.7   48.3  3 %   49.7   49.7  —  
                  

Total benefits and expenses

   309.7   316.8  (2)%   285.8   309.7  (8)%
                  

Pre-tax operating earnings

  $60.5  $53.1  14 %  $56.5  $60.5  (7)%
                  

Other Data

            

Interest spread margin:

      

Net investment income

   5.56%   5.96%  

Interest credited

   3.78%   3.81%  
        

Interest spread on average general account values

   1.78%   2.15%  
        

Sales:

            

Individual variable annuities

  $1,191.4  $796.7  50 %  $1,392.9  $1,191.4  17 %

Individual fixed annuities

   56.4   31.0  82 %   36.6   56.4  (35)%

Income products

   57.1   46.4  23 %   54.3   57.1  (5)%

Advisory services program

   47.7   65.1  (27)%   42.6   47.7  (11)%
                  

Total sales

  $1,352.6  $939.2  44 %  $1,526.4  $1,352.6  13 %
                  

Average account values:

            

General account

  $13,102.3  $14,517.0  (10)%  $10,980.1  $13,102.3  (16)%

Separate account

   36,462.3   34,460.7  6 %   42,176.2   36,462.3  16 %

Advisory services program

   528.7   345.3  53 %   656.6   528.7  24 %
                  

Total average account values

  $50,093.3  $49,323.0  2 %  $53,812.9  $50,093.3  7 %
                  

Pre-tax operating earnings to average account values

   0.48%   0.43%     0.42%   0.48%  
                

The increasedecline in pre-tax operating earnings primarily was driven by lower amortization of DACinterest spread income and higher premiums on income products, andpartially offset by higher asset fees. Higher annuity benefits and claims partially offset the overall increase.

Lower amortization of DAC primarily was

Interest spread income declined due to the fixed annuity business, including a $3.9 million favorable true-up inthree factors. First, interest spread margins declined during the third quarter of 2006 related2007 to interest rate fluctuations and a $6.8 million unfavorable unlocking178 basis points compared to 215 basis points in the priorsame quarter a year quarter driven by lapse rate changes.

The increaseago. Long-duration higher yielding investments rolling over into lower yielding assets drove the margin compression and accounted for $8.3 million in premiums on income products wasreduced income. Second, general account assets decreased due to higherfixed annuity outflows, reducing income by $8.0 million. Third, the current quarter included only 9 basis points, or $2.4 million, of income from mortgage loan prepayments and bond call premiums compared to 25 basis points, or $8.1 million, in the same quarter a year ago.

Lower immediate annuity premiums were due to lower interest rates relative to a year ago, which created a less favorable environment for immediate annuity product sales. The Federal Funds rate was 5.25% at September 30, 2006 compared to 3.75% at September 30, 2005.

Asset fees rose due to increases in average separate account values. Asset fees are calculated daily and charged as a percentage of separate account values. Higher average separate account values driven by favorable market performance increased asset fees by $19.9 million. In addition, the average variable asset fee rate increased to 1.39% from 1.36% in the prior year quarter as new business sold with living benefit riders and corresponding higher fee rates influenced the overall average rate, increasing asset fees by $3.0 million.

Higher sales in the individual variable annuity benefits and claimsbusiness were driven by continued market acceptance of the Company’s products with living benefit riders, especially L.INC, and a more targeted sales process. Sales of products with the L.INC rider increased immediate annuity reserves due$120.2 million compared to growth in sales relative tothe same quarter a year ago. This increase is consistent with the increase in premiums on income products noted above.

The following table summarizes the interest spread on Individual Investments segment average general account values for the periods indicated:

   Three months ended
September 30,
   2006  2005

Net investment income

  5.96%  5.92%

Interest credited

  3.81%  3.87%
      

Interest spread on average general account values

  2.15%  2.05%
      

Interest spread margins improved during the third quarter of 2006 to 215 basis points compared to 205 basis points in the same period a year ago. Included in the current quarter were 25 basis points, or $8.1 million, of income from mortgage loan prepayment penalties and bond call premiums compared to 32 basis points, or $11.8 million, in the same period a year ago.

Higher sales occurred in the variable annuity business driven by the recently introduced L.Inc. and CPPLI product riders and more targeted sales processes. L.Inc. and CPPLI accounted for $303.4 million and $79.9 million, respectively, of the increase in sales over the third quarter of 2005.

Year-to-Date – 20062007 Compared to 20052006

The following table summarizes selected financial data for the Company’s Individual Investments segment for the periods indicated:

 

   Nine months ended September 30,

(in millions)

  2006  2005  Change

Statements of Income Data

      

Revenues:

      

Policy charges:

      

Asset fees

  $370.2  $338.8  9 %

Administrative fees

   14.7   11.5  28 %

Surrender fees

   43.1   47.4  (9)%
           

Total policy charges

   428.0   397.7  8 %

Premiums on income products

   103.8   68.2  52 %

Net investment income

   567.8   621.2  (9)%

Other income

   1.6   0.9  77 %
           

Total revenues

   1,101.2   1,088.0  1 %
           

Benefits and expenses:

      

Interest credited to policyholder account values

   382.1   421.2  (9)%

Annuity benefits and claims

   145.9   108.1  35 %

Amortization of DAC

   261.9   245.6  7 %

Other operating expenses

   146.9   139.4  5 %
           

Total benefits and expenses

   936.8   914.3  2 %
           

Pre-tax operating earnings

  $164.4  $173.7  (5)%
           

Other Data

      

Sales:

      

Individual variable annuities

  $3,389.9  $2,557.1  33 %

Individual fixed annuities

   140.4   148.7  (6)%

Income products

   171.5   134.0  28 %

Advisory services program

   180.4   182.1  (1)%
           

Total sales

  $3,882.2  $3,021.9  28 %
           

Average account values:

      

General account

  $13,549.5  $14,583.1  (7)%

Separate account

   36,273.9   34,328.7  6 %

Advisory services program

   486.0   283.7  71 %
           

Total average account values

  $50,309.4  $49,195.5  2 %
           

Account values as of period end:

      

Individual variable annuities

  $41,394.8  $39,988.5  4 %

Individual fixed annuities

   6,348.5   7,562.6  (16)%

Income products

   1,952.8   1,832.2  7 %

Advisory services program

   549.2   375.9  46 %
           

Total account values

  $50,245.3  $49,759.2  1 %
           

GMDB - Net amount at risk, net of reinsurance

  $156.4  $210.3  (26)%

GMDB - Reserves, net of reinsurance

  $31.4  $24.1  30 %

Pre-tax operating earnings to average account values

   0.44%   0.47%  
          

   Nine months ended September 30,

(dollars in millions)

  2007  2006  Change

Statements of Income Data

      

Revenues:

      

Policy charges:

      

Asset fees

  $429.1  $370.2  16 %

Administrative fees

   19.3   14.7  31 %

Surrender fees

   36.1   43.1  (16)%
           

Total policy charges

   484.5   428.0  13 %

Premiums on income products

   93.0   103.8  (10)%

Net investment income

   468.1   567.8  (18)%

Other income

   2.5   1.6  56 %
           

Total revenues

   1,048.1   1,101.2  (5)%
           

Benefits and expenses:

      

Interest credited to policyholder account values

   323.4   382.1  (15)%

Benefits and claims

   174.1   145.9  19 %

Amortization of DAC

   192.0   261.9  (27)%

Other operating expenses

   149.9   146.9  2 %
           

Total benefits and expenses

   839.4   936.8  (10)%
           

Pre-tax operating earnings

  $208.7  $164.4  27 %
           

Other Data

      

Interest spread margin:

      

Net investment income

   5.69%   5.77%  

Interest credited

   3.76%   3.76%  
          

Interest spread on average general account values

   1.93%   2.01%  
          

Sales:

      

Individual variable annuities

  $4,027.0  $3,389.9  19 %

Individual fixed annuities

   112.8   140.4  (20)%

Income products

   159.8   171.5  (7)%

Advisory services program

   116.0   180.4  (36)%
           

Total sales

  $4,415.6  $3,882.2  14 %
           

Average account values:

      

General account

  $11,483.7  $13,549.5  (15)%

Separate account

   40,781.6   36,273.9  12 %

Advisory services program

   631.8   486.0  30 %
           

Total average account values

  $52,897.1  $50,309.4  5 %
           

Account values as of period end:

      

Individual variable annuities

  $46,728.7  $41,394.8  13 %

Individual fixed annuities

   4,578.8   6,348.5  (28)%

Income products

   2,046.6   1,952.8  5 %

Advisory services program

   669.5   549.2  22 %
           

Total account values

  $54,023.6  $50,245.3  8 %
           

Pre-tax operating earnings to average account values

   0.53%   0.44%  
          

The decreaseincrease in pre-tax operating earnings was driven by higher annuity benefits and claims andlower amortization of DAC and lower interest spread income. Increased premiums on income products andhigher asset fees, partially offset by lower interest spread income and higher benefits and claims.

Lower amortization of DAC primarily was due to the overall decrease.

The increaseaforementioned DAC unlocking, which lowered amortization of DAC by $208.9 million. In addition, during the second quarter of 2007, the Company modified the features of its L.INC product within this segment. This modification required the Company to extinguish existing DAC and other related balances related to this product, resulting in increased amortization of DAC of $124.0 million and increased annuity benefits and claims wasof $11.0 million as explained below.

Higher average separate account values driven by favorable market performance increased immediate annuity reserves dueasset fees by $47.4 million. In addition, the average variable asset fee rate increased to growth in sales relative to a year ago. This increase is consistent with the increase in premiums on income products noted below.

Amortization of DAC increased primarily due to higher variable annuity gross profits driven by higher asset levels. The increase partially was offset by a $3.9 million favorable fixed annuity true-up in the third quarter of 2006 related to interest rate fluctuations and a $6.8 million unfavorable fixed annuity unlocking1.40% from 1.36% in the prior year quarter drivenperiod as new business sold with living benefit riders and corresponding higher fee rates influenced the overall average rate, increasing asset fees by lapse rate changes.$11.5 million.

The following table summarizes the interest spread on Individual Investments segment average general account values for the periods indicated:

   

Nine months ended

September 30,

   2006  2005

Net investment income

  5.77%  5.85 %

Interest credited

  3.76%  3.85 %
      

Interest spread on average general account values

  2.01%  2.00 %
      

Interest spread income declined even thoughdue to three factors. First, general account assets decreased due to fixed annuity outflows, reducing income by $26.0. Second, interest spread margins improved slightlydeclined during the first nine months of 20062007 to 201193 basis points compared to 200201 basis points in the same period a year ago. IncludedLong-duration higher yielding investments rolling over into lower yielding assets drove the margin compression and accounted for $12.2 million in reduced income. Third, the current period were 15included only 14 basis points, or $15.3$12.5 million, of income from mortgage loan prepayment penaltiesprepayments and bond call premiums compared to 2215 basis points, or $24.6$15.3 million, in the same period a year ago. Lower general account assets caused by fixed annuity net outflows also contributed to the reduced interest spread income. For the full year 2006,2007, the Company expects interest spread margins to decline slightlytighten compared to 2006 and projects full year spreadsmargins of 195185 to 200190 basis points, including a nominal level of prepayment activity during the remainder of the year.

TheHigher benefits and claims primarily were driven by increased annuity benefits of $12.5 million related to the unlocking of DAC and other related balances in the second quarter of 2007 and the aforementioned increase in premiums on income productsannuity benefits related to modification of L.INC features of $11.0 million. The remaining increase was due to higher interest rates relativeguaranteed benefit expenses related to a year ago, which created a favorable environment for immediate annuity product sales.

Most of the increasegrowth in asset fees was due to higher average separate account values.this business.

Higher sales occurred in the individual variable annuity business were driven by continued market acceptance of the recently introduced L.Inc.Company’s products with living benefit riders, especially L.INC, and CPPLI product riders anda more targeted sales processes. L.Inc. and CPPLI accounted for $510.7process. Sales of products with the L.INC rider increased $252.6 million and $399.0 million, respectively, ofcompared to the increase in sales over the first nine months of 2005.same period a year ago.

The following table summarizes selected information about the Company’s deferred individual fixed annuities, including the fixed option of variable annuities, as of September 30, 2006:2007:

 

  Ratchet  Reset  Market value
adjustment (MVA)
and other
  Total  Ratchet  Reset  Market value
adjustment (MVA)
and other
  Total

(dollars in millions)

  Account
value
  Weighted
average
crediting
rate
  Account
value
  Weighted
average
crediting
rate
  Account
value
  Weighted
average
crediting
rate
  Account
value
  Weighted
average
crediting
rate
  Account
value
  Weighted
average
crediting
rate
  Account
value
  Weighted
average
crediting
rate
  Account
value
  Weighted
average
crediting
rate
  Account
value
  Weighted
average
crediting
rate

Minimum interest rate of 3.50% or greater

  $—    N/A  $510.9  3.44 %  $—    N/A  $510.9  3.44 %  $—    N/A  $660.8  3.57%  $—    N/A  $660.8  3.57%

Minimum interest rate of 3.00% to 3.49%

   2,378.0  4.65%   4,882.6  3.10 %   —    N/A   7,260.6  3.61 %   1,412.4  4.18%   3,621.4  3.08%   —    N/A   5,033.8  3.39%

Minimum interest rate lower than 3.00%

   857.6  3.31%   618.1  3.55 %   28.7  3.86%   1,504.4  3.35 %   808.6  3.34%   416.3  3.57%   58.5  3.98%   1,283.4  3.44%

MVA with no minimum interest rate guarantee

   —    N/A   —    N/A   1,644.0  2.96%   1,644.0  2.89 %   —    N/A   —    N/A   1,755.9  2.85%   1,755.9  2.85%
                                                

Total deferred individual fixed annuities

  $3,235.6  4.29%  $6,011.6  3.17 %  $1,672.7  2.97%  $10,919.9  3.45 %  $2,221.0  3.87%  $4,698.5  3.19%  $1,814.4  2.88%  $8,733.9  3.30%
                                                

Retirement Plans

Third Quarter – 20062007 Compared to 20052006

The following table summarizes selected financial data for the Company’s Retirement Plans segment for the periods indicated:

 

  Three months ended September 30,  Three months ended September 30,

(in millions)

  2006  2005  Change

(dollars in millions)

  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $30.6  $32.1  (5)%  $30.8  $30.6  1 %

Administrative fees

   2.7   1.6  69 %   3.4   2.7  27 %

Surrender fees

   0.9   1.7  (47)%   0.5   0.9  (45)%
                  

Total policy charges

   34.2   35.4  (3)%   34.7   34.2  1 %

Net investment income

   160.4   160.9  —     158.2   160.4  (1)%
                  

Total revenues

   194.6   196.3  (1)%   192.9   194.6  (1)%
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   109.6   113.1  (3)%   109.5   109.6  —  

Amortization of DAC

   9.7   12.3  (21)%   9.2   9.7  (5)%

Other operating expenses

   42.3   45.6  (7)%   38.7   42.3  (9)%
                  

Total benefits and expenses

   161.6   171.0  (6)%   157.4   161.6  (3)%
                  

Pre-tax operating earnings

  $33.0  $25.3  30 %  $35.5  $33.0  8 %
                  

Other Data

            

Interest spread margin:

      

Net investment income

   5.81%   6.06%  

Interest credited

   4.02%   4.14%  
        

Interest spread on average general account values

   1.79%   1.92%  
        

Sales:

            

Private sector

  $305.9  $361.0  (15)%  $264.2  $305.9  (14)%

Public sector

   381.6   397.6  (4)%   387.1   381.6  1 %
                  

Total sales

  $687.5  $758.6  (9)%  $651.3  $687.5  (5)%
                  

Average account values:

            

General account

  $10,581.4  $10,654.2  (1)%  $10,896.9  $10,581.4  3 %

Separate account

   16,715.6   18,306.4  (9)%   16,810.6   16,715.6  1 %
                  

Total average account values

  $27,297.0  $28,960.6  (6)%  $27,707.5  $27,297.0  2 %
                  

Pre-tax operating earnings to average account values

   0.48%   0.35%     0.51%   0.48%  
                

The increase in pre-tax operating earnings primarily was driven by higherlower other operating expenses, partially offset by lower interest spread income and decreasesincome.

The decrease in other operating expenses and amortizationprimarily was due to the reimbursement of DAC.

The following table summarizes the interest spreadmarketing allowance payments paid by NLIC on Retirement Plans segment average general account values for the periods indicated:behalf of an affiliate.

   Three months ended
September 30,
   2006  2005

Net investment income

  6.06%  6.04 %

Interest credited

  4.14%  4.25 %
      

Interest spread on average general account values

  1.92%  1.79 %
      

Interest spread margins widened duringdeclined primarily due to lower income from mortgage loan prepayments and bond call premiums as the thirdcurrent quarter of 2006 to 192included 6 basis points, or $1.6 million, of such income compared to 13 basis points, or $3.4 million, in the same quarter a year ago. Interest spread margins decreased to 179 basis points in the same periodthird quarter of 2007 compared to 192 basis points in the comparable quarter a year ago. Included in

Private sector sales continued to decline as a result of the current quarter were 13 basis points, or $3.4 million,movement of income from mortgage loan prepayment penalties and bond call premiums compared to 19 basis points, or $5.1 million, in the same period a year ago. The increase in interest spread income was dueprivate sector business to the decline in the average credited interest rate.NFS trust products.

Lower other operating expenses primarily were the result of lower net commissions and software costs.

The decrease in amortization of DAC was due to unlocking in 2005 related to mutual fund revenue assumptions that resulted in higher expense in the prior year.

Overall sales decreased primarily due to the declining issuance of group annuity contracts in the private sector.

Year-to-Date – 20062007 Compared to 20052006

The following table summarizes selected financial data for the Company’s Retirement Plans segment for the periods indicated:

 

  Nine months ended September 30,  Nine months ended September 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $93.9  $97.1  (3)%  $92.7  $93.9  (1)%

Administrative fees

   27.6   5.8  NM   8.7   27.6  (69)%

Surrender fees

   3.5   6.1  (43)%   2.6   3.5  (25)%
                  

Total policy charges

   125.0   109.0  15 %   104.0   125.0  (17)%

Net investment income

   476.2   480.1  (1)%   477.5   476.2  —  

Other income

   —     0.2  (100)%
                  

Total revenues

   601.2   589.3  2 %   581.5   601.2  (3)%
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   330.5   331.9  —     326.5   330.5  (1)%

Amortization of DAC

   30.4   35.4  (14)%   17.7   30.4  (42)%

Other operating expenses

   132.0   137.3  (4)%   130.2   132.0  (1)%
                  

Total benefits and expenses

   492.9   504.6  (2)%   474.4   492.9  (4)%
                  

Pre-tax operating earnings

  $108.3  $84.7  28 %  $107.1  $108.3  (1)%
                  

Other Data

            

Interest spread margin:

      

Net investment income

   5.85%   5.91%  

Interest credited

   4.00%   4.10%  
        

Interest spread on average general account values

   1.85%   1.81%  
        

Sales:

            

Private sector

  $1,018.1  $1,150.2  (12)%  $878.3  $1,018.1  (14)%

Public sector

   1,177.9   1,165.8  1 %   1,162.3   1,177.9  (1)%
                  

Total sales

  $2,196.0  $2,316.0  (5)%  $2,040.6  $2,196.0  (7)%
                  

Average account values:

            

General account

  $10,735.3  $10,437.0  3 %  $10,887.3  $10,735.3  1 %

Separate account

   17,509.5   18,713.1  (6)%   17,202.8   17,509.5  (2)%
                  

Total average account values

  $28,244.8  $29,150.1  (3)%  $28,090.1  $28,244.8  (1)%
                  

Account values as of period end:

            

Private sector

  $12,254.9  $14,014.4  (13)%  $9,766.4  $12,254.9  (20)%

Public sector

   15,243.4   15,321.2  (1)%   17,190.1   15,243.4  13 %
                  

Total account values

  $27,498.3  $29,335.6  (6)%  $26,956.5  $27,498.3  (2)%
                  

Pre-tax operating earnings to average account values

   0.51%   0.39%     0.51%   0.51%  
                

The increasedecrease in pre-tax operating earnings primarily was driven by higherlower administrative fees, partially offset by lower amortization of DAC and increased interest spread income.

Lower administrative fees primarily were attributable to the withdrawalsurrender of funds from a group fixed annuity contract induring the second quarter of 2006, which resulted in an $18.6 million policy fee adjustment.

The following table summarizesLower amortization of DAC primarily was due to the interest spread on Retirement Plans segment average generalaforementioned DAC unlocking of the net separate account valuesgrowth rate assumption for the periods indicated:three-year reversion period and adjusting the net separate account growth rate and related discount rate assumptions. These factors lowered amortization of DAC by $10.5 million.

   Nine months ended
September 30,
   2006  2005

Net investment income

  5.91%  6.13 %

Interest credited

  4.10%  4.24 %
      

Interest spread on average general account values

  1.81%  1.89 %
      

Interest spread income increased primarily due to a lower average crediting rate as interest spread margins decreasedincreased to 181185 basis points in the first nine months of 20062007 compared to 189181 basis points in the same period a year ago. Included inHowever, the current period were 9included only 8 basis points, or $7.3$6.7 million, of income from mortgage loan prepayment penaltiesprepayments and bond call premiums compared to 209 basis points, or $16.0$7.3 million, in the same period a year ago. For the full year 2006,2007, the Company expects interest spread margins to remain relatively stableincrease compared to 2006 and projects full year spreadsmargins of 180185 to 185190 basis points, including a nominal level of prepayment activity during the remainder of the year.

OverallPrivate sector sales decreasedcontinued to decline due to the declining issuancemovement of group annuity contracts in the private sector.sector business to NFS trust products.

Individual Protection

SecondThird Quarter – 20062007 Compared to 20052006

The following table summarizes selected financial data for the Company’s Individual Protection segment for the periods indicated:

 

  Three months ended September 30,  Three months ended September 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $8.0  $7.4  8 %  $9.8  $8.0  23 %

Cost of insurance charges

   70.6   68.6  3 %   75.0   70.6  6 %

Administrative fees

   18.0   17.6  2 %   15.2   18.0  (16)%

Surrender fees

   3.2   3.1  3 %   2.7   3.2  (16)%
                  

Total policy charges

   99.8   96.7  3 %   102.7   99.8  3 %

Traditional life insurance premiums

   38.8   34.4  13 %   39.5   38.8  2 %

Net investment income

   83.0   82.6  1 %   81.1   83.0  (2)%
                  

Total revenues

   221.6   213.7  4 %   223.3   221.6  1 %
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   46.3   45.9  1 %   44.5   46.3  (4)%

Life insurance benefits

   57.2   55.3  3 %   69.3   57.2  21 %

Policyholder dividends on participating policies

   7.3   6.9  6 %   6.7   7.3  (8)%

Amortization of DAC

   17.7   15.8  12 %   23.7   17.7  34 %

Other operating expenses

   34.7   39.2  (11)%   39.6   34.7  14 %
                  

Total benefits and expenses

   163.2   163.1  —     183.8   163.2  13 %
                  

Pre-tax operating earnings

  $58.4  $50.6  15 %  $39.5  $58.4  (32)%
                  

Other Data

            

Sales:

            

Corporate-owned life insurance

  $67.7  $174.8  (61)%  $54.4  $67.7  (20)%

The BEST of AMERICA variable life series

   107.2   105.1  2 %   112.8   107.2  5 %

Traditional/universal life insurance

   95.7   83.8  14 %   96.9   95.7  1 %
                  

Total sales

  $270.6  $363.7  (26)%  $264.1  $270.6  (2)%
                  

Pre-tax operating earnings increaseddecreased primarily due to higher life insurance premiumsbenefits and amortization of DAC, partially offset by increased cost of insurance charges.

Higher life insurance benefits were due to increased claims activity in both the fixed and variable life businesses and an increase in the number of large claims.

Higher amortization of DAC primarily was due to a variable universal life unlocking during the third quarter of 2006, which resulted in a $10.9 million reduction in prior year amortization, partially offset by lower other operating expenses.current year amortization due to true-ups from lower actual gross profits.

Cost of insurance charges increased due to increased business in force combined with the aging of the individual life business block. The aging of a block generally increases cost of insurance charges as the Company’s related mortality risk also rises.

The improvement in life insurance premiums was driven by increased sales of traditional life insurance products.

Other operating expenses declined primarily due to lower premium taxes.

The declinedecrease in sales primarily was attributabledue to lower renewals of COLI products during the COLI line as the third quarter of 2005 included the addition of two large cases.quarter. Quarterly sales fluctuations are normal and expected for corporate products.

Year-to-Date – 20062007 Compared to 20052006

The following table summarizes selected financial data for the Company’s Individual Protection segment for the periods indicated:

 

  Nine months ended September 30,  Nine months ended September 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $23.9  $20.9  14 %  $28.6  $23.9  20 %

Cost of insurance charges

   209.7   202.5  4 %   222.6   209.7  6 %

Administrative fees

   50.4   51.1  (1)%   44.5   50.4  (12)%

Surrender fees

   9.0   9.5  (6)%   7.9   9.0  (12)%
                  

Total policy charges

   293.0   284.0  3 %   303.6   293.0  4 %

Traditional life insurance premiums

   126.2   122.1  3 %   118.6   126.2  (6)%

Net investment income

   245.6   251.9  (3)%   245.3   245.6  —  
                  

Total revenues

   664.8   658.0  1 %   667.5   664.8  —  
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   135.2   137.0  (1)%   132.6   135.2  (2)%

Life insurance benefits

   183.2   174.0  5 %   186.8   183.2  2 %

Policyholder dividends on participating policies

   20.9   24.9  (16)%   17.4   20.9  (17)%

Amortization of DAC

   60.3   63.8  (5)%   51.8   60.3  (14)%

Other operating expenses

   106.8   110.4  (3)%   110.2   106.8  3 %
                  

Total benefits and expenses

   506.4   510.1  (1)%   498.8   506.4  (2)%
                  

Pre-tax operating earnings

  $158.4  $147.9  7 %  $168.7  $158.4  7 %
                  

Other Data

            

Sales:

            

Corporate-owned life insurance

  $496.6  $552.5  (10)%  $411.2  $496.6  (17)%

The BEST of AMERICA variable life series

   327.4   317.9  3 %   329.3   327.4  1 %

Traditional/universal life insurance

   260.5   256.0  2 %   277.9   260.5  7 %
                  

Total sales

  $1,084.5  $1,126.4  (4)%  $1,018.4  $1,084.5  (6)%
                  

Policy reserves as of period end:

            

Individual investment life insurance

  $3,483.3  $3,251.3  7 %  $4,075.2  $3,483.3  17 %

Corporate investment life insurance

   7,425.6   6,643.0  12 %   9,185.3   7,425.6  24 %

Traditional life insurance

   2,122.1   2,138.0  (1)%   2,009.5   2,122.1  (5)%

Universal life insurance

   1,130.1   1,047.1  8 %   1,182.4   1,130.1  5 %
                  

Total policy reserves

  $14,161.1  $13,079.4  8%  $16,452.4  $14,161.1  16 %
                  

Insurance in force as of period end:

            

Individual investment life insurance

  $38,393.8  $37,113.6  3 %  $39,505.2  $38,393.8  3 %

Corporate investment life insurance

   24,224.4   23,646.6  2 %   25,252.7   24,224.4  4 %

Traditional life insurance

   19,987.0   20,380.7  (2)%   20,855.8   19,987.0  4 %

Universal life insurance

   9,396.1   8,663.8  8 %   9,704.1   9,396.1  3 %
                  

Total insurance in force

  $92,001.3  $89,804.7  2 %  $95,317.8  $92,001.3  4 %
                  

The increase in pre-tax operating earnings primarily was drivendue to lower amortization of DAC and higher policy charges, partially offset by a decline in traditional life insurance premiums.

Lower amortization of DAC primarily was due to the aforementioned DAC unlocking in 2007 of the net separate account growth rate assumption for the three-year reversion period, adjusting the net separate account growth rate and related discount rate assumptions, and increasing estimated lapse rates for BOLI products. These factors lowered amortization of DAC by $19.0 million, which was partially offset by a variable universal life unlocking that reduced amortization by $10.9 million in 2006.

Policy charges increased due to higher cost of insurance charges and lower policyholder dividends on participating policies,asset fees, partially offset by higher life insurance benefits.

lower administrative fees. Higher cost of insurance charges and asset fees were due todriven by increased business in force throughout the segment combined with the aging of the individual life business block.

The aging of a block generally increases cost of insurance charges and asset fees as the Company’s related mortality risk also rises. Administrative fees, net of related deferrals and amortization, declined due to lower corporate product premium receipts.

Policyholder dividends on participating policiesTraditional life insurance premiums declined in the traditional life business primarily due to increased premiums ceded on renewal products and a reduction$3.7 million fixed life insurance premium refund in the dividend scale compared to the prior year.

Higher life insurance benefits wereSales decreased primarily due to adverse mortality in both the fixed and investment life businesses, partially offset by a $3.3 million waiveraddition of premium reserve release in fixed lifetwo large COLI cases during the first quarter of 2006.

The decline in sales was attributable to the COLI line as the comparable 2005 period included the addition of several large cases.

Corporate and Other

Third Quarter – 20062007 Compared to 20052006

The following table summarizes selected financial data for the Company’s Corporate and Other segment for the periods indicated:

 

  Three months ended September 30,  Three months ended September 30,

(in millions)

  2006  2005  Change  2007 2006  Change

Statements of Income Data

           

Operating revenues:

           

Net investment income

  $84.9  $82.3  3 %  $92.8  $84.9  9 %

Other income

   1.6   0.4  NM   (0.9)  1.6  NM
                  

Total operating revenues

   86.5   82.7  5 %   91.9   86.5  6 %
                  

Benefits and operating expenses:

           

Interest credited to policyholder account values

   54.9   39.0  41 %   55.7   54.9  1 %

Interest expense on debt

   15.8   17.4  (9)%   18.8   15.8  19 %

Other operating expenses

   (4.6)   2.2  NM   3.3   0.7  NM
                  

Total benefits and operating expenses

   66.1   58.6  13 %   77.8   71.4  9 %
                  

Pre-tax operating earnings

   20.4   24.1  (15)%   14.1   15.1  (7) %

Net realized gains (losses) on investments, hedging instruments and hedged items1

   7.0   (15.2)  NM

Adjusment to amortization related to net realized gains and losses

   1.7   4.4  NM

Add: net realized losses (gains) on investments, hedging instruments and hedged items 1

   (17.5)  7.0  NM

Add: adjustment to amortization related to net realized gains and losses

   4.2   1.7  NM
                  

Income from continuing operations before federal income taxes

  $29.1  $13.3  119 %  $0.8  $23.8  (97)%
                  

1

Excluding periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations.

Pre-tax operating earnings decreased primarily due to lowerhigher interest expense on debt due to increased average short-term borrowings, partially offset by increased interest spread income as lower net investment income on excess capital and surplus retained in this segment was driven by reduced invested asset levels and lower yields. The overall decline was partially offset by legal accrual write-offs in the current year due to several favorable case developments, which resulted in negative other operating expenses for the third quarter of 2006.

The Company recorded net realized gainshigher average assets and returns on investments, hedging instruments and hedged items during the third quarter of 2006 compared to net realized losses in the prior year primarily due to a decline in current year impairment charges. The third quarter of 2005 included significant impairments on airline industry holdings.corporate assets.

The following table summarizes net realized gains (losses) on investments, hedging instruments and hedged items from continuing operations by source for the periods indicated:

   Three months ended
September 30,
 

(in millions)

  2006  2005 

Total realized gains on sales, net of hedging losses

  $18.3  $10.8 

Total realized losses on sales, net of hedging gains

   (4.4)  (4.6)

Other-than-temporary and other investment impairments

   (4.1)  (19.2)

Credit default swaps

   (0.1)  (4.4)

Periodic net coupon settlements on non-qualifying derivatives

   0.4   0.1 

Other derivatives

   0.4   2.2 
         

Net realized gains (losses) on investments, hedging instruments and hedged items

  $10.5  $(15.1)
         

Year-to-Date – 2006 Compared to 2005

The following table summarizes selected financial data for the Company’s Corporate and Other segment for the periods indicated:

   Nine months ended September 30,

(in millions)

  2006  2005  Change

Statements of Income Data

      

Operating revenues:

      

Net investment income

  $257.1  $225.5  14 %

Other income

   2.2   0.2  NM
           

Total operating revenues

   259.3   225.7  15 %
           

Benefits and operating expenses:

      

Interest credited to policyholder account values

   151.0   105.9  43 %

Interest expense on debt

   48.0   48.7  (1)%

Other operating expenses

   1.1   9.7  (89)%
           

Total benefits and operating expenses

   200.1   164.3  22%
           

Pre-tax operating earnings

   59.2   61.4  (4)%

Net realized (losses) gains on investments, hedging instruments and hedged items1

   (10.7)   6.3  NM

Adjustment to amortization related to net realized losses (gains)

   8.2   (1.1)  NM
           

Income from continuing operations before federal income taxes

  $56.7  $66.6  (15)%
           

Other Data

      

Account values as of period end —

      

Funding agreements backing medium-term notes

  $3,969.9  $4,049.8  (2)%
           

1

Excluding periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations.

Pre-tax operating earnings decreased primarily due to lower interest spread income, partially offset by lower other operating expenses.

Interest spread income declined due to lower net investment income on excess capital and surplus retained in this segment driven by reduced invested asset levels and lower yields. Lower margins in the MTN program also contributed to the decrease.

Lower other operating expenses were driven by legal accrual write-offs in the third quarter of 2006 due to several favorable case developments,

The Company recorded net realized losses on investments, hedging instruments and hedged items during the first nine monthsthird quarter of 20062007 compared to net realized gains in the comparable prior year period primarily due to a decline in gross gains and an increase in gross realized losses on sales of fixed maturity securities partially offset by lowerand higher impairment charges in the current year impairments as the third quarter of 2005 included significant losses on airline industry holdings.year.

The following table summarizes net realized (losses) gains on investments, hedging instruments and hedged items from continuing operations by source for the periods indicated:

 

  Nine months ended
September 30,
   Three months ended
September 30,
 

(in millions)

  2006 2005   2007 2006 

Total realized gains on sales, net of hedging losses

  $43.0  $50.7   $14.0  $18.3 

Total realized losses on sales, net of hedging gains

   (48.5)  (12.6)   (20.0)  (4.4)

Other-than-temporary and other investment impairments

   (8.1)  (29.1)   (16.3)  (4.1)

Credit default swaps

   (0.4)  (6.8)   (1.2)  (0.1)

Periodic net coupon settlements on non-qualifying derivatives

   1.4   (0.2)   0.2   0.4 

Other derivatives

   6.4   4.1    1.6   0.4 
              

Net realized (losses) gains on investments, hedging instruments and hedged items

  $(6.2) $6.1   $(21.7) $10.5 
              

Year-to-Date – 2007 Compared to 2006

The following table summarizes selected financial data for the Company’s Corporate and Other segment for the periods indicated:

   Nine months ended September 30,

(in millions)

  2007  2006  Change

Statements of Income Data

    

Operating revenues:

    

Net investment income

  $297.1  $257.1  16 %

Other income

   0.8   2.2  (64)%
           

Total operating revenues

   297.9   259.3  15 %
           

Benefits and operating expenses:

    

Interest credited to policyholder account values

   170.3   151.0  13 %

Interest expense on debt

   50.7   48.0  6 %

Other operating expenses

   4.1   7.6  (46)%
           

Total benefits and operating expenses

   225.1   206.6  9 %
           

Pre-tax operating earnings

   72.8   52.7  38 %

Add: net realized losses on investments, hedging instruments and hedged items1

   (34.9)  (10.7) NM

Add: adjustment to amortization related to net realized gains and losses

   9.2   8.2  NM
           

Income from continuing operations before federal income taxes

  $47.1  $50.2  (6)%
           

Other Data

    

Customer funds managed and administered:

    

Funding agreements backing medium-term notes

  $4,529.0  $3,969.9  14 %
           

1

Excluding periodic net coupon settlements on non-qualifying derivatives and net realized gains and losses related to securitizations.

Pre-tax operating earnings increased primarily due to higher interest spread income due to higher average assets and returns on corporate assets.

The increase in net realized losses on investments, hedging instruments and hedged items was driven by higher impairment charges in the current year.

The following table summarizes net realized losses on investments, hedging instruments and hedged items from continuing operations by source for the periods indicated:

   Nine months ended
September 30,
 

(in millions)

  2007  2006 

Total realized gains on sales, net of hedging losses

  $55.3  $43.0 

Total realized losses on sales, net of hedging gains

   (57.5)  (48.5)

Other-than-temporary and other investment impairments

   (35.8)  (8.1)

Credit default swaps

   (3.0)  (0.4)

Periodic net coupon settlements on non-qualifying derivatives

   1.1   1.4 

Other derivatives

   4.6   6.4 
         

Net realized losses on investments, hedging instruments and hedged items

  $(35.3) $(6.2)
         

The Company has a comprehensive portfolio monitoring process for fixed maturity and equity securities to identify and evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of investments.

The following table summarizes for the nine months ended September 30, 20062007 the Company’s largest aggregate losses on sales and write-downs by issuer, the related circumstances giving rise to the losses and the circumstances that may have affected other material investments held:

 

(in millions)

  Fair value
at sale
(proceeds)
  YTD
loss on
sale
  YTD
write-
downs
  September 30, 2006 
       Holdings1  Net
unrealized
gain (loss)
 

U.S. government agency securities that were sold at a loss in 2006. No impairment is necessary on the remaining holdings.

  $206.5  $(4.6) $—    $575.1  $45.8 

A bank and thrift holding company which offers various financial services to consumers and small businesses in the United States. A portion of the securities was sold in the second quarter of 2006. The Company has the ability and intent to hold the remaining securities to recovery.

   47.6   (2.7)  —     131.3   (3.8)

U.S. government securities that were sold at a loss in 2006. No impairment is necessary on the remaining holdings.

   113.3   (2.3)  —     130.0   10.6 

A global service company that provides electronic commerce and payment services for businesses and consumers. A portion of the securities was sold in the first quarter of 2006. The Company has the ability and intent to hold the remaining securities to recovery.

   27.1   (1.3)  —     6.7   (0.2)
                     

Total

  $394.5  $(10.9) $—    $843.1  $52.4 
                     
   

Fair value
at sale
(proceeds)

  

YTD
loss on
sale

  YTD
write-
downs
  September 30, 2007 

(in millions)

      Holdings1  Net
unrealized
gain (loss)
 

U.S. government securites that were sold at a loss in the first three quarters of 2007. No impairment is necessary on the remaining holdings.

  $997.0  $(20.2) $—    $445.1  $47.0 

An investment vehicle which represents ownership interests in a trust fund that consists primarily of mortgage loans. No impairment is necessary on the remaining holdings.

   67.3   (2.0)  —     187.5   (7.8)

Ownership interest in a company that primarily provides financial services to small businesses. An impairment was recognized in the second and third quarters of 2007.

   7.2   (0.2)  (4.5)  26.2   (0.1)

A national home goods store chain. An impairment was recognized in the second quarter of 2007.

   2.8   (0.1)  (1.7)  4.4   (0.7)

Ownerhip interest in a mortgage-backed security. An impairment was recognized in the third quarter of 2007.

   —     —     (11.9)  8.0   —   

An investment vehicle that holds the rights to certain motion pictures created and/or distributed by a major entertainment company. An impairment was recognized in the first quarter of 2007.

   —     —     (10.6)  —     0.4 
                     

Total

  $1,074.3  $(22.5) $(28.7) $671.2  $38.8 
                     

1

Holdings represent amortized cost of fixed maturity securities and cost of equity securities as of the date indicated.

No other issuer had aggregate losses on sales and write-downs greater than 2.0% of the Company’s total gross losses on sales and write-downs on fixed maturity and equity securities.

Contractual Obligations and Commitments

The Company’s contractual obligations and commitments have not changed materially from those disclosed in the Company’s 20052006 Annual Report on Form 10-K.10-K.

Off-Balance Sheet Transactions

Under the MTN program, NLIC issues funding agreements to an unconsolidated third party trust to secure notes issued to investors by the trust. The funding agreements rankpari passu equal with all other insurance claims of the issuing company in the event of liquidation and should be treated as “annuities” under applicable Ohio insurance law. Therefore, the funding agreement obligations are classified as a component of future policy benefits and claims on the condensed consolidated balance sheets. Because the Company is not the primary beneficiary of, and has no ownership interest in, or control over, the third party trust that issues the notes,MTNs, the Company does not include the trust in its condensed consolidated financial statements. Since the notes issued by the trust have a secured interest in the funding agreements issued by the Company, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., assign the same ratings to the notes and the insurance financial strength of the Company.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risks have not changed materially from those disclosed in the Company’s 20052006 Annual Report on Form 10-K.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on such evaluation, such officers have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report.

Changes in Internal Control Over Financial Reporting

Effective April 1, 2006, the Company implemented a series of new enterprise resource planning (ERP) modules, including a new general ledger and chart of accounts and new consolidation, reporting and purchasing tools. The introduction of these new ERP modules and the related workflow changes resulted in changes to many of the Company’s financial reporting controls and procedures. Such changes were identified and planned prior to their introduction into the Company’s internal controls over financial reporting. Following implementation, these new controls were validated according to the Company’s established processes. The integration of the ERP modules and related workflow changes will continue throughout 2006 and may result in further changes to the Company’s financial reporting controls and procedures. The system changes were undertaken to standardize accounting systems, improve management reporting and consolidate accounting functions for the Company, its subsidiaries and affiliates, and were not undertaken in response to any actual or perceived significant deficiencies in the Company’s internal control over financial reporting.

There have been no changes during the Company’s third fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

SeePart 1 – Financial Information, Item 1 – Unaudited Condensed Consolidated Financial Statements, Note 75 – Contingencies – Legal Mattersfor a discussion of legal proceedings.

ITEM 1A RISK FACTORS

The Company’s risk factors have not changed materially from those disclosed in the Company’s 20052006 Annual Report on Form 10-K.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Omitted due to reduced disclosure format.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

Omitted due to reduced disclosure format.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted due to reduced disclosure format.

ITEM 5 OTHER INFORMATION

None.

ITEM 6 EXHIBITS

 

31.1

Certification of W.G. Jurgensen pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Timothy G. Frommeyer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of W.G. Jurgensen pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (this exhibit is intended to be furnished in accordance with Regulation S-K, Item 601(b)(32)(ii) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing)

32.2

Certification of Timothy G. Frommeyer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (this exhibit is intended to be furnished in accordance with Regulation S-K, Item 601(b)(32)(ii) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NATIONWIDE LIFE INSURANCE COMPANY

(Registrant)

Date: November 3, 20062, 2007

 

/s/ Timothy G. Frommeyer

 

Timothy G. Frommeyer,

Senior Vice President — Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)

 

48