UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

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

For the quarterly period ended June 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 filerx

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 July 28, 2006,27, 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 JUNE 30, 20062007

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

  1

        ITEM 1

  

CONDENSED CONSOLIDATED FINANCIAL STATEMENTSITEM 1 Condensed Consolidated Financial Statements

  1

        ITEM 2

  

MANAGEMENTS NARRATIVE ANALYSISOFTHE RESULTSOF OPERATIONSITEM 2 Management’s Narrative Analysis of the Results of Operations

  1921

        ITEM 3

  

QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 3 Quantitative and Qualitative Disclosures About Market Risk

  4547

        ITEM 4

  

CONTROLSAND PROCEDURESITEM 4 Controls and Procedures

  4547

PART II – OTHER INFORMATION

  4648

        ITEM 1

  

LEGAL PROCEEDINGSITEM 1 Legal Proceedings

  4648

        ITEM 1A

  

RISK FACTORSITEM 1A Risk Factors

  4648

        ITEM 2

  

UNREGISTERED SALESOF EQUITY SECURITIESAND USEOF PROCEEDSITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

  4648

        ITEM 3

  

DEFAULTS UPON SENIOR SECURITIESITEM 3 Defaults Upon Senior Securities

  4648

        ITEM 4

  

SUBMISSIONOF MATTERSTOA VOTEOF SECURITY HOLDERSITEM 4 Submission of Matters to a Vote of Security Holders

  4648

        ITEM 5

  

OTHER INFORMATIONITEM 5 Other Information

  4648

        ITEM 6

  

EXHIBITSITEM 6 Exhibits

  4648

SIGNATURE

  4749


PART I – FINANCIAL INFORMATION

ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCondensed 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

June 30,

 

Six months ended

June 30,

  Three months ended
June 30,
 Six months ended
June 30,
 
  2006 2005 2006 2005  2007 2006 2007 2006 

Revenues:

          

Policy charges

  $292.9  $260.2  $568.2  $522.0  $298.8  $292.9  $589.5  $568.2 

Traditional life insurance and immediate annuity premiums

   76.8   66.8   153.8   131.4   69.7   76.8   142.7   153.8 

Net investment income

   512.8   527.3   1,029.8   1,044.4   496.4   512.8   1,010.7   1,029.8 

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

   (10.1)  (1.5)  (16.7)  21.2

Net realized losses on investments, hedgining instruments and hedged items

   (2.5)  (10.1)  (13.6)  (16.7)

Other income

   —     0.6   0.8   3.1   (2.1)  —     (2.1)  0.8 
                         

Total revenues

   872.4   853.4   1,735.9   1,722.1   860.3   872.4   1,727.2   1,735.9 
                         

Benefits and expenses:

          

Interest credited to policyholder account values

   333.1   335.5   663.0   657.5   316.9   333.1   639.4   663.0 

Life insurance and annuity benefits

   112.3   101.4   216.4   191.0   135.7   112.3   239.0   216.4 

Policyholder dividends on participating policies

   6.0   8.3   13.6   18.0   4.8   6.0   10.7   13.6 

Amortization of deferred policy acquisition costs

   122.6   110.6   239.2   230.2   14.1   122.6   143.8   239.2 

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

   15.6   15.9   32.2   31.3   16.8   15.6   31.9   32.2 

Other operating expenses

   131.2   128.8   264.7   263.5   135.0   131.3   263.1   265.9 
                         

Total benefits and expenses

   720.8   700.5   1,429.1   1,391.5   623.3   720.9   1,327.9   1,430.3 
                         

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

   151.6   152.9   306.8   330.6

Federal income tax (benefit) expense

   (79.0)  37.1   (48.0)  83.4

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

   237.0   151.5   399.3   305.6 

Federal income tax expense (benefit)

   71.3   (79.0)  103.4   (48.5)
             

Income from continuing operations

   165.7   230.5   295.9   354.1 

Cumulative effect of adoption of accounting principle, net of taxes

   —     —     (6.0)  —   
                         

Net income

  $230.6  $115.8  $354.8  $247.2  $165.7  $230.5  $289.9  $354.1 
                         

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)

 

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

Assets

      

Investments:

      

Securities available-for-sale, at fair value:

      

Fixed maturity securities (cost $25,399.6 in 2006; $26,958.9 in 2005)

  $25,022.2  $27,198.1

Equity securities (cost $25.4 in 2006; $35.1 in 2005)

   31.8   42.1

Fixed maturity securities (cost $24,574.2 in 2007; $25,197.2 in 2006)

  $24,405.1  $25,275.4

Equity securities (cost $28.9 in 2007; $28.5 in 2006)

   35.1   34.4

Mortgage loans on real estate, net

   8,344.3   8,458.9   7,768.1   8,202.2

Real estate, net

   85.4   84.9   43.8   54.8

Policy loans

   622.4   604.7   661.5   639.2

Other long-term investments

   649.3   641.5   602.3   598.9

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

   1,834.7   1,596.6   1,194.2   1,722.0
            

Total investments

   36,590.1   38,626.8   34,710.1   36,526.9

Cash

   2.0   0.9   2.1   0.5

Accrued investment income

   337.6   344.0   302.9   323.6

Deferred policy acquisition costs

   3,784.2   3,597.9   3,956.3   3,758.0

Other assets

   1,752.7   1,699.1   1,838.1   2,001.5

Assets held in separate accounts

   61,565.0   62,689.8   70,541.4   67,351.9
            

Total assets

  $104,031.6  $106,958.5  $111,350.9  $109,962.4
            

Liabilities and Shareholder’s Equity

      

Liabilities:

      

Future policy benefits and claims

  $34,749.8  $35,941.1  $32,905.8  $34,409.4

Short-term debt

   179.8   242.3   239.7   75.2

Long-term debt, payable to NFS

   700.0   700.0   700.0   700.0

Other liabilities

   2,600.4   3,130.1   2,796.8   2,980.2

Liabilities related to separate accounts

   61,565.0   62,689.8   70,541.4   67,351.9
            

Total liabilities

   99,795.0   102,703.3   107,183.7   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

   4,128.2   3,883.4   3,953.7   4,138.8

Accumulated other comprehensive (loss) income

   (169.8)  93.6   (64.7)  28.7
            

Total shareholder’s equity

   4,236.6   4,255.2   4,167.2   4,445.7
            

Total liabilities and shareholder’s equity

  $104,031.6  $106,958.5  $111,350.9  $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

Six Months Ended June 30, 20062007 and 20052006

(Unaudited)

(in millions)

 

  

Common

stock

  

Additional

paid-in

capital

  

Retained

earnings

 

Accumulated

other

comprehensive

income (loss)

 

Total

shareholder’s

equity

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

Balance as of December 31, 2004

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

Balance as of December 31, 2005

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

Dividends to NFS

   —     —     (110.0)  —     (110.0)

Comprehensive income:

                

Net income

   —     —     247.2   —     247.2    —     —     354.1   —     354.1 

Other comprehensive loss, net of taxes

   —     —     —     (34.0)  (34.0)   —     —     —     (263.4)  (263.4)
                    

Total comprehensive income

         213.2          90.7 
                          

Balance as of June 30, 2006

  $3.8  $274.4  $4,138.5  $(169.8) $4,246.9 
                

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 June 30, 2005

  $3.8  $274.4  $3,716.1  $359.8  $4,354.1 
                

Balance as of December 31, 2005

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

Comprehensive income:

                

Net income

   —     —     354.8   —     354.8    —     —     289.9   —     289.9 

Other comprehensive loss, net of taxes

   —     —     —     (263.4)  (263.4)   —     —     —     (93.4)  (93.4)
                    

Total comprehensive income

         91.4          196.5 
                          

Dividends to NFS

   —     —     (110.0)  —     (110.0)

Balance as of June 30, 2007

  $3.8  $274.4  $3,953.7  $(64.7) $4,167.2 
                                

Balance as of June 30, 2006

  $3.8  $274.4  $4,128.2  $(169.8) $4,236.6 
                

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)

 

  Six months ended
June 30,
   Six months ended
June 30,
 
  2006 2005   2007 2006 

Cash flows from operating activities:

      

Net income

  $354.8  $247.2   $289.9  $354.1 

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

      

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

   16.7   (21.2)

Net realized losses on investments, hedgining instruments and hedged items

   13.6   16.7 

Interest credited to policyholder account values

   663.0   657.5    639.4   663.0 

Capitalization of deferred policy acquisition costs

   (272.0)  (239.5)   (293.5)  (272.0)

Amortization of deferred policy acquisition costs

   239.2   230.2    143.8   239.2 

Amortization and depreciation

   28.5   30.7    17.0   28.5 

(Increase) decrease in other assets

   (99.0)  287.2 

Increase (decrease) in policy and other liabilities

   88.0   (298.1)

Decrease (increase) in other assets

   221.5   (99.0)

(Decrease) increase in policy and other liabilities

   (138.8)  88.7 

Other, net

   —     (24.7)   9.2   —   
              

Net cash provided by operating activities

   1,019.2   869.3    902.1   1,019.2 
              

Cash flows from investing activities:

      

Proceeds from maturity of securities available-for-sale

   2,527.2   2,863.2    2,294.5   2,527.2 

Proceeds from sale of securities available-for-sale

   1,720.5   1,023.5    2,847.3   1,720.5 

Proceeds from repayments of mortgage loans on real estate

   1,083.0   1,115.3 

Proceeds from repayments or sales of mortgage loans on real estate

   1,171.8   1,083.0 

Cost of securities available-for-sale acquired

   (2,744.1)  (4,196.8)   (4,508.7)  (2,744.1)

Cost of mortgage loans on real estate originated or acquired

   (985.2)  (913.6)   (761.4)  (985.2)

Net increase in short-term investments

   (241.7)  (58.9)

Collateral (paid) received – securities lending, net

   (323.1)  202.8 

Net decrease (increase) in short-term investments

   527.8   (241.7)

Collateral paid – securities lending, net

   (41.2)  (323.1)

Other, net

   0.5   100.0    (5.5)  0.5 
              

Net cash provided by investing activities

   1,037.1   135.5    1,524.6   1,037.1 
              

Cash flows from financing activities:

      

Net (decrease) increase in short-term debt

   (62.5)  121.2 

Net increase (decrease) in short-term debt

   164.5   (62.5)

Cash dividends paid to NFS

   (110.0)  (25.0)   (475.0)  (110.0)

Investment and universal life insurance product deposits

   1,260.7   1,106.6    1,583.4   1,260.7 

Investment and universal life insurance product withdrawals

   (3,143.4)  (2,222.7)   (3,698.0)  (3,143.4)
              

Net cash used in financing activities

   (2,055.2)  (1,019.9)   (2,425.1)  (2,055.2)
              

Net increase (decrease) in cash

   1.1   (15.1)

Net increase in cash

   1.6   1.1 

Cash, beginning of period

   0.9   15.5    0.5   0.9 
              

Cash, end of period

  $2.0  $0.4   $2.1  $2.0 
              

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)

June 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 June 30, 2006,2007, there have been no material changes to these policies.policies 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 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
June 30,
  Six months ended
June 30,
 

(in millions)

  2007  2006  2007  2006 

Other operating expenses

  $0.7  $0.1  $2.8  $1.2 

Net income

   (0.5)  (0.1)  (1.9)  (0.7)

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

June 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 products 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 products 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

June 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 assumption for net separate account growth rate from approximately 8% to approximately 7%. The Company unlocked assumptions, as appropriate, for all investment products 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, before taxes, which was reported in the following segments in the amounts indicated, before taxes: 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.

 

(3)

Recently Issued Accounting Standards

In June 2006,2007, 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 are effective for fiscal years beginning on or after December 15, 2007, with earlier application encouraged. The Company plans to adopt SOP 07-1 effective January 1, 2008. The Company currently is evaluating the impact of adopting SOP 07-1.

In April 2007, the Financial Accounting Standards Board (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.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

June 30, 2007 and 2006

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. The Company adopted SFAS 158 effective December 31, 2006. The adoption of SFAS 158 did not have a material impact on the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS 157. SFAS 157 provides enhanced guidance for using fair value to measure assets and liabilities. 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. 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.

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. The Company adopted SAB 108 effective December 31, 2006. SAB 108 did not have a material impact on the Company’s financial position or results of operations upon adoption.

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 unableFIN 48 did not 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 quantify the impact of adopting FIN 48.Condensed Consolidated Financial Statements (Unaudited), Continued

June 30, 2007 and 2006

In March 2006, the FASB issued Statement of Financial Accounting Standards (SFAS)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

June 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 a material impact on the Company’s financial position and/or results of operations.this accounting principle.

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.

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

June 30, 2007 and 2006

 

(4)

Federal Income Taxes

TheDuring 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.

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. Management establishesIn accordance with its regular practice, management established tax reserves representing its best estimate of additional amounts the Company maycould be required to pay if certain positions it hashad taken arewere challenged and ultimately denied by the IRS.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 the Company has maintainedas 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

June 30, 2006 and 2005

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.

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 June 30,

   Three months ended June 30, 
  2006 2005   2007 2006 

(in millions)

  Amount % Amount % 

(dollars in millions)

  Amount % Amount % 

Computed (expected) tax expense

  $53.1  35.0  $53.5  35.0   $83.0  35.0  $53.0  35.0 

Reserve release

   (110.9) (73.2)  —    —      —    —     (110.9) (73.2)

Tax exempt interest and DRD

   (16.9) (11.0)  (11.9) (7.8)   (9.5) (4.0)  (16.9) (11.2)

Income tax credits

   (6.6) (4.4)  (3.8) (2.5)

Other, net

   2.3  1.5   (0.7) (0.4)   (2.2) (0.9)  (4.2) (2.7)
                          

Total

  $(79.0) (52.1) $37.1  24.3   $71.3  30.1  $(79.0) (52.1)
                          
  

Six months ended June 30,

   Six months ended June 30, 
  2006 2005   2007 2006 

(in millions)

  Amount % Amount % 

(dollars in millions)

  Amount % Amount % 

Computed (expected) tax expense

  $107.4  35.0  $115.7  35.0   $139.8  35.0  $107.0  35.0 

Reserve release

   (110.9) (36.1)  —    —      —    —     (110.9) (36.3)

Tax exempt interest and DRD

   (33.8) (11.0)  (24.1) (7.3)   (29.1) (7.3)  (33.8) (11.1)

Income tax credits

   (13.3) (4.3)  (7.7) (2.3)

Other, net

   2.6  0.8   (0.5) (0.2)   (7.3) (1.8)  (10.8) (3.5)
                          

Total

  $(48.0) (15.6) $83.4  25.2   $103.4  25.9  $(48.5) (15.9)
                          

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

June 30, 20062007 and 20052006

 

(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,loss, before and after federal income tax benefit, (expense), for the periods indicated:

 

   

Three months ended

June 30,

  

Six months ended

June 30,

 

(in millions)

  2006  2005  2006  2005 

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

     

Net unrealized (losses) gains before adjustments

  $(226.3) $389.4  $(636.0) $(20.3)

Net adjustment to deferred policy acquisition costs

   59.0   (128.9)  153.5   (1.4)

Net adjustment to future policy benefits and claims

   14.3   (40.5)  56.4   (35.8)

Related federal income tax benefit (expense)

   53.4   (77.0)  149.0   20.1 
                 

Net unrealized (losses) gains

   (99.4)  143.0   (276.9)  (37.4)
                 

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

     

Net unrealized gains (losses)

   13.7   (1.4)  18.8   (23.6)

Related federal income tax (expense) benefit

   (4.8)  0.5   (6.6)  8.3 
                 

Net reclassification adjustment

   8.9   (0.9)  12.2   (15.3)
                 

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

   (90.5)  142.1   (264.7)  (52.7)
                 

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

     

Unrealized holding (losses) gains

   (11.1)  23.0   2.0   28.8 

Related federal income tax benefit (expense)

   3.9   (8.1)  (0.7)  (10.1)
                 

Other comprehensive (loss) income on cash flow hedges

   (7.2)  14.9   1.3   18.7 
                 

Total other comprehensive (loss) income

  $(97.7) $157.0  $(263.4) $(34.0)
                 
   

Three months ended

June 30,

  

Six months ended

June 30,

 

(in millions)

  2007  2006  2007  2006 

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

     

Net unrealized losses before adjustments

  $(346.6) $(226.3) $(268.2) $(636.0)

Net adjustment to deferred policy acquisition costs

   92.2   59.0   57.9   153.5 

Net adjustment to future policy benefits and claims

   25.2   14.3   28.5   56.4 

Related federal income tax benefit

   80.3   53.4   63.6   149.2 
                 

Net unrealized losses

   (148.9)  (99.4)  (118.2)  (276.9)
                 

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

     

Net unrealized losses

   7.3   13.7   21.2   18.8 

Related federal income tax benefit

   (2.5)  (4.8)  (7.4)  (6.6)
                 

Net reclassification adjustment

   4.8   8.9   13.8   12.2 
                 

Other comprehensive loss on securities available-for-sale

   (144.1)  (90.5)  (104.4)  (264.7)
                 

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

     

Unrealized holding gains (losses)

   12.4   (11.1)  16.9   2.0 

Related federal income tax (expense) benefit

   (4.3)  3.9   (5.9)  (0.7)
                 

Other comprehensive income (loss) on cash flow hedges

   8.1   (7.2)  11.0   1.3 
                 

Total other comprehensive loss

  $(136.0) $(97.7) $(93.4) $(263.4)
                 

Adjustments for net realized gains and losses on the ineffective portion of cash flow hedges were immaterial during the three and six month periods ended June 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

June 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

June 30,

  

Six months ended

June 30,

 

(in millions)

  2006  2005  2006  2005 

Service cost

  $36.0  $33.1  $76.0  $67.1 

Interest cost

   35.4   33.2   72.2   67.4 

Expected return on plan assets

   (51.9)  (43.6)  (103.9)  (86.1)

Recognized net actuarial loss

   6.7   0.2   8.4   1.9 

Amortization of prior service cost

   (2.4)  1.2   2.3   2.3 

Amortization of unrecognized transition asset

   —     (0.3)  —     (0.6)
                 

Net periodic benefit cost

  $23.8  $23.8  $55.0  $52.0 
                 

NMIC and all participating employers, including the Company, expect to contribute $120.0 million to the pension plan during 2006. Through June 30, 2006, $60.0 million had been contributed, all by NMIC. Additional contributions to the plan totaling $60.0 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.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 the Company’s 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

June 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 United States Securities and Exchange Commission (SEC),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, and funding agreements issued to back medium-term note (MTN) programs.programs, recordkeeping and retention compliance by broker/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, intoincluding 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

June 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. NLIC is currently evaluating this recently filed case but intends to defend this matter 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 March 3, 2007, the plaintiffs filed their memorandum in opposition to the motion to dismiss that was filed by NFS, NLIC and NRS. On March 23, 2007, NFS, NLIC and NRS filed their response. NFS, NLIC and NRS intend 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 annual 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. On January 26, 2007, the plaintiff filed a motion for summary judgment. On April 30, 2007, NLIC filed a motion for summary judgment. Oral argument on the motions for summary judgment is scheduled for August 31, 2007. 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

June 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,The plaintiff appealed the plaintiff filed a notice of appeal.District Court’s 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,May 30, 2007, the plaintiff filed a notice of its intent to appeal 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 NinthFifth Circuit Court of Appeals affirmed the District Court’s grantingdismissal of the motion to dismiss. To the extententire case. The plaintiff may appeal this decision is appealed to the U.S.United States Supreme Court, NLIC and NLAIC intend toCourt. In the event the plaintiff elects this course of action, the Companies will 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

June 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. On April 20, 2006, NLICNFS’ and NFS filed aNLIC’s motion to dismiss the plaintiffs’ fifth amended complaint.complaint is currently pending before the court. 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

June 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.

 

(8)(7)

Guarantees

Since 2001, the Company has sold $626.1$627.0 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 June 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 $1.44$1.36 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.

(8)

Variable Interest Entities

As of June 30, 2007 and December 31, 2006, the Company had relationships with 18 variable interest entities (VIEs), each of which the Company was the primary beneficiary. Each VIE is a conduit that assists the Company in structured products transactions involving the sale of Tax Credit Funds to third party investors for which the Company provides guaranteed returns (see Note 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 $458.2 million and $445.5 million as of June 30, 2007 and December 31, 2006, respectively. The following table summarizes the components of net assets as the dates indicated:

(in millions)

  June 30,
2007
  December 31,
2006
 

Other long-term investments

  $429.5  $432.5 

Short-term investments

   29.2   33.7 

Other assets

   36.2   37.8 

Other liabilities

   (36.7)  (58.5)

The Company’s total loss exposure from VIEs of which the Company is the primary beneficiary was immaterial as of June 30, 2007 and December 31, 2006 (except for the impact of guarantees disclosed in Note 7).

NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

June 30, 20062007 and 20052006

 

(9)

Variable Interest Entities

As of June 30, 2006 and December 31, 2005, the Company had relationships with 19 variable interest entities (VIEs), each of which the Company was the primary beneficiary. Each of these VIEs is a conduit that assists the Company in structured product transactions. One of the VIEs is used in the securitization of mortgage loans, while the others are involved in the sale of Tax Credit Funds to third party investors for which the Company provides guaranteed returns (see Note 8). 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.

The net assets of these VIEs totaled $446.9 million and $440.6 million as of June 30, 2006 and December 31, 2005, respectively. The following table summarizes the components of net assets as of the dates indicated:

(in millions)

  June 30,
2006
  December 31,
2005
 

Mortgage loans on real estate

  $9.8  $31.5 

Other long-term investments

   452.1   478.6 

Short-term investments

   33.4   42.3 

Other assets

   41.1   41.3 

Short-term debt

   (10.6)  (32.6)

Other liabilities

   (78.9)  (120.5)

The Company’s total loss exposure from VIEs of which the Company is the primary beneficiary was immaterial as of June 30, 2006 and December 31, 2005 (except for the impact of guarantees disclosed in Note 8). For the mortgage loan VIE, to which the short-term debt relates, the creditors have no recourse against the Company in the event of default by the VIE.

In addition to the VIEs described above, the Company holds variable interests, in the form of limited partnerships or similar investments, in a number of 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 experienceutilize 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 $65.3$168.6 million and $53.9$118.9 million as of June 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

June 30, 2006 and 2005

 

(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; (2)derivatives and net realized gains and losses related to securitizations;securitizations and (3)(2) the adjustment to amortization of deferred policy acquisition costs (DAC) related to net realized gains and losses.

Individual Investments

The Individual Investments segment consists of individual The BEST of AMERICA®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

June 30, 20062007 and 20052006

 

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

 

  Three months ended June 30, 2006   Three months ended June 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

  $142.3  $55.1  $95.5  $—    $292.9   $164.1  $35.2  $99.5  $—    $ 298.8 

Traditional life insurance and immediate annuity premiums

   34.9   —     41.9   —     76.8    30.0   —     39.7   —     69.7 

Net investment income

   184.4   156.0   81.7   90.7   512.8    158.4   158.1   80.2   99.7   496.4 

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     (10.5)  (10.5)   —     —     —     (4.0)  (4.0)

Other income

   0.8   —     —     (0.4)  0.4    (0.8)  —     —     0.2   (0.6)
                                

Total revenues

   362.4   211.1   219.1   79.8   872.4    351.7   193.3   219.4   95.9   860.3 
                                

Benefits and expenses:

                

Interest credited to policyholder account values

   126.8   110.3   45.5   50.5   333.1    108.1   108.4   44.0   56.4   316.9 

Life insurance and annuity benefits

   49.9   —     62.4   —     112.3    74.9   —     60.8   —     135.7 

Policyholder dividends on participating policies

   —     —     6.0   —     6.0    —     —     4.8   —     4.8 

Amortization of DAC

   84.8   10.7   28.5   (1.4)  122.6    12.7   (1.1)  5.0   (2.5)  14.1 

Interest expense on debt

   —     —     —     15.6   15.6    —     —     —     16.8   16.8 

Other operating expenses

   50.6   45.9   31.1   3.6   131.2    54.6   44.9   37.0   (1.5)  135.0 
                                

Total benefits and expenses

   312.1   166.9   173.5   68.3   720.8    250.3   152.2   151.6   69.2   623.3 
                                

Income from continuing operations before federal income tax expense

   50.3   44.2   45.6   11.5  $151.6    101.4   41.1   67.8   26.7  $237.0 
                    

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     10.5  

Adjustment to amortization of DAC related to net realized losses

         (1.4) 

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

   —     —     —     4.0  

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

   —     —     —     (2.5) 
                            

Pre-tax operating earnings

  $50.3  $44.2  $45.6  $20.6    $101.4  $41.1  $67.8  $28.2  
                            

1

Excluding periodic net coupon settlements on non-qualifying derivatives.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

June 30, 20062007 and 20052006

 

  Three months ended June 30, 2005   Three months ended June 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

  $130.6  $36.3  $93.3  $—    $260.2   $142.3  $55.1  $95.5  $—    $292.9 

Traditional life insurance and immediate annuity premiums

   23.1   —     43.7   —     66.8    34.9   —     41.9   —     76.8 

Net investment income

   207.6   157.3   85.6   76.8   527.3    184.4   156.0   81.7   90.7   512.8 

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     (1.3)  (1.3)   —     —     —     (10.5)  (10.5)

Other income

   0.3   0.1   —     —     0.4    0.8   —     —     (0.4)  0.4 
                                

Total revenues

   361.6   193.7   222.6   75.5   853.4    362.4   211.1   219.1   79.8   872.4 
                                

Benefits and expenses:

                  

Interest credited to policyholder account values

   142.0   109.5   47.6   36.4   335.5    126.8   110.3   45.5   50.5   333.1 

Life insurance and annuity benefits

   40.7   —     60.7   —     101.4    49.9   —     62.4   —     112.3 

Policyholder dividends on participating policies

   —     —     8.3   —     8.3    —     —     6.0   —     6.0 

Amortization of DAC

   70.8   11.0   25.0   3.8   110.6    84.8   10.7   28.5   (1.4)  122.6 

Interest expense on debt

   —     —     —     15.9   15.9    —     —     —     15.6   15.6 

Other operating expenses

   45.7   45.8   35.9   1.4   128.8    50.6   45.9   31.1   3.7   131.3 
                                

Total benefits and expenses

   299.2   166.3   177.5   57.5   700.5    312.1   166.9   173.5   68.4   720.9 
                                

Income from continuing operations before federal income tax expense

   62.4   27.4   45.1   18.0  $152.9    50.3   44.2   45.6   11.4  $151.5 
                      

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     1.3  

Adjustment to the amortization of DAC related to net realized losses

   —     —     —     3.8  

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

   —     —     —     10.5  

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

         (1.4) 
                            

Pre-tax operating earnings

  $62.4  $27.4  $45.1  $23.1    $50.3  $44.2  $45.6  $20.5  
                            

1

Excluding periodic net coupon settlements on non-qualifying derivatives.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

June 30, 20062007 and 20052006

 

  Six months ended June 30, 2006   Six months ended June 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

  $284.2  $90.8  $193.2  $—    $568.2   $319.3  $69.3  $200.9  $—    $589.5 

Traditional life insurance and immediate annuity premiums

   66.4   —     87.4   —     153.8    63.6   —     79.1   —     142.7 

Net investment income

   379.2   315.8   162.6   172.2   1,029.8    322.9   319.3   164.2   204.3   1,010.7 

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     (17.7)  (17.7)   —     —     —     (17.4)  (17.4)

Other income

   1.2   —     —     0.6   1.8    —     —     —     1.7   1.7 
                                

Total revenues

   731.0   406.6   443.2   155.1   1,735.9    705.8   388.6   444.2   188.6   1,727.2 
                                

Benefits and expenses:

                  

Interest credited to policyholder account values

   257.1   220.9   88.9   96.1   663.0    219.7   217.0   88.1   114.6   639.4 

Life insurance and annuity benefits

   90.4   —     126.0   —     216.4    121.5   —     117.5   —     239.0 

Policyholder dividends on participating policies

   —     —     13.6   —     13.6    —     —     10.7   —     10.7 

Amortization of DAC

   182.4   20.7   42.6   (6.5)  239.2    112.2   8.5   28.1   (5.0)  143.8 

Interest expense on debt

   —     —     —     32.2   32.2    —     —     —     31.9   31.9 

Other operating expenses

   97.2   89.7   72.1   5.7   264.7    100.2   91.5   70.6   0.8   263.1 
                                

Total benefits and expenses

   627.1   331.3   343.2   127.5   1,429.1    553.6   317.0   315.0   142.3   1,327.9 
                                

Income from continuing operations before federal income tax expense

   103.9   75.3   100.0   27.6  $306.8    152.2   71.6   129.2   46.3  $399.3 
                      

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     17.7  

Adjustment to amortization of DAC related to net realized losses

   —     —     —     (6.5) 

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

   —     —     —     17.4  

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

   —     —     —     (5.0) 
                            

Pre-tax operating earnings

  $103.9  $75.3  $100.0  $38.8    $152.2  $71.6  $129.2  $58.7  
                            

1

Excluding periodic net coupon settlements on non-qualifying derivatives.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

June 30, 20062007 and 20052006

 

  Six months ended June 30, 2005  Six months ended June 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

  $261.1  $73.6  $187.3  $—    $522.0  $284.2  $90.8  $193.2  $—    $568.2 

Traditional life insurance and immediate annuity premiums

   43.7   —     87.7   —     131.4   66.4   —     87.4   —     153.8 

Net investment income

   412.7   319.2   169.3   143.2   1,044.4   379.2   315.8   162.6   172.2   1,029.8 

Net realized gains on investments, hedging instruments and hedged items1

   —     —     —     21.5   21.5

Net realized losses on investments, hedging instruments and hedged items1

   —     —     —     (17.7)  (17.7)

Other income

   0.6   0.2   —     2.0   2.8   1.2   —     —     0.6   1.8 
                               

Total revenues

   718.1   393.0   444.3   166.7   1,722.1   731.0   406.6   443.2   155.1   1,735.9 
                               

Benefits and expenses:

                  

Interest credited to policyholder account values

   280.7   218.8   91.1   66.9   657.5   257.1   220.9   88.9   96.1   663.0 

Life insurance and annuity benefits

   72.3   —     118.7   —     191.0   90.4   —     126.0   —     216.4 

Policyholder dividends on participating policies

   —     —     18.0   —     18.0   —     —     13.6   —     13.6 

Amortization of DAC

   153.4   23.3   48.1   5.4   230.2   182.4   20.7   42.6   (6.5)  239.2 

Interest expense on debt

   —     —     —     31.3   31.3   —     —     —     32.2   32.2 

Other operating expenses

   90.9   91.6   71.1   9.9   263.5   97.2   89.7   72.1   6.9   265.9 
                               

Total benefits and expenses

   597.3   333.7   347.0   113.5   1,391.5   627.1   331.3   343.2   128.7   1,430.3 
                               

Income from continuing operations before federal income tax expense

   120.8   59.3   97.3   53.2  $330.6   103.9   75.3   100.0   26.4  $305.6 
                     

Net realized gains on investments, hedging instruments and hedged items1

   —     —     —     (21.5) 

Adjustment to the amortization of DAC related to net realized gains

   —     —     —     5.4  

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

   —     —     —     17.7  

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

   —     —     —     (6.5) 
                            

Pre-tax operating earnings

  $120.8  $59.3  $97.3  $37.1    $103.9  $75.3  $100.0  $37.6  
                            

1

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

ITEM 2 MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONSManagement’s Narrative Analysis of the Results Of Operations

TABLE OF CONTENTS

 

FORWARD-LOOKING INFORMATION

  2022

OVERVIEW

  2123

CRITICAL ACCOUNTING POLICIESAND RECENTLY ISSUED ACCOUNTING STANDARDS

  2224

RESULTSOF OPERATIONS

23

SALES

  27

SALES

30
BUSINESS SEGMENTS

  3235

CONTRACTUAL OBLIGATIONSAND COMMITMENTS

  4547

OFF-BALANCE SHEET TRANSACTIONS

  4547

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, investigation and/or investigationinquiry 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 98 – 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 June 30,  Six months ended June 30,  Three months ended June 30,  Six months ended June 30,

(in millions)

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

Individual Investments

  $50.3  $62.4  (19)%  $103.9  $120.8  (14)%  $101.4  $50.3  102 %  $152.2  $103.9  46 %

Retirement Plans

   44.2   27.4  61 %   75.3   59.3  27 %   41.1   44.2  (7)%   71.6   75.3  (5)%

Individual Protection

   45.6   45.1  1 %   100.0   97.3  3 %   67.8   45.6  49 %   129.2   100.0  29 %

Corporate and Other

   20.6   23.1  (11)%   38.8   37.1  5 %   28.2   20.5  38 %   58.7   37.6  56 %

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 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 affects surrender charges and impacts 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 now 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 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 products 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 products 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 June 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 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 assumption for net separate account growth rate from approximately 8% to approximately 7%. The Company unlocked assumptions, as appropriate, for all investment products 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, before taxes, which was reported in the following segments in the amounts indicated, before taxes: 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.

Results of Operations

Second Quarter – 20062007 Compared to 20052006

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

 

  Three months ended June 30,

(in millions)

  Three months ended June 30,
  2006 2005 Change 2007  2006  Change

Revenues:

          

Policy charges:

          

Asset fees

  $  163.4  $  150.3  9 %  $186.6  $163.4  14 %

Cost of insurance charges

   69.5   67.3  3 %   73.6   69.5  6 %

Administrative fees

   42.3   20.8  103 %   22.6   42.3  (47)%

Surrender fees

   17.7   21.8  (19)%   16.0   17.7  (10)%
                  

Total policy charges

   292.9   260.2  13 %   298.8   292.9  2 %

Traditional life insurance and immediate annuity premiums

   76.8   66.8  15 %   69.7   76.8  (9)%

Net investment income

   512.8   527.3  (3)%   496.4   512.8  (3)%

Net realized losses on investments, hedging instruments and hedged items

   (10.1)  (1.5) NM   (2.5)   (10.1)  NM

Other income

   —     0.6  (100)%   (2.1)   —    NM
                  

Total revenues

   872.4   853.4  2 %   860.3   872.4  (1)%
                  

Benefits and expenses:

          

Interest credited to policyholder account values

   333.1   335.5  (1)%   316.9   333.1  (5)%

Life insurance and annuity benefits

   112.3   101.4  11 %   135.7   112.3  21 %

Policyholder dividends on participating policies

   6.0   8.3  (28)%   4.8   6.0  (20)%

Amortization of DAC

   122.6   110.6  11 %   14.1   122.6  (88)%

Interest expense, primarily with NFS

   15.6   15.9  (2)%   16.8   15.6  8 %

Other operating expenses

   131.2   128.8  2 %   135.0   131.3  3 %
                  

Total benefits and expenses

   720.8   700.5  3 %   623.3   720.9  (14)%
                  

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

   151.6   152.9  (1)%

Federal income tax (benefit) expense

   (79.0)  37.1  NM

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

   237.0   151.5  56 %

Federal income tax expense (benefit)

   71.3   (79.0)  NM
                  

Net income

  $  230.6  $  115.8  99 %  $165.7  $230.5  (28)%
                  

The increasedecrease in net income primarily was driven by a tax benefit recorded in the three monthsquarter ended June 30, 2006 compared to tax expense for the comparable periodquarter in 2005. This favorable comparison was partially offset by lower2007. However, the Company recorded higher income from continuing operations before federal income tax expense (benefit) expense primarily due to lower interest spread income, higher amortization of DAC and related adjustments as discussed previously. Higher asset fees also contributed to the increase. Partially offsetting these improvements were increased life insuranceamortization of DAC and annuity benefits. Higherbenefits related to modifications of features in the Company’s L.INC product (as discussed more fully below) and lower administrative fees, asset fees and traditional life insurance and immediate annuity premiums partially offsetfees.

Through June 2006, the overall decrease in income from continuing operations before federal income tax (benefit) expense.

The Company’s federal income tax returns for tax years 2000-2002 were under Internal Revenue Service (IRS) examination pursuant to a routine audit. Management establishesIn accordance with its regular practice, management established tax reserves representing its best estimate of additional amounts the Company maycould be required to pay if certain positions it hashad taken arewere challenged and ultimately denied by the IRS.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 the Company has maintainedas of December 31, 2005 was related to the separate account dividends received deductionreduction (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 ended June 30,of 2006. Therefore, the effective tax rates in 20062007 and 20052006 are not comparable.

Interest spread income declinedLower amortization of DAC primarily was due to the aforementioned DAC unlocking, 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 duesegment. This modification resulted in a substantial change to lower general account assets caused by fixed annuity net outflows.

Higherthe 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 occurreddue to higher average separate account values driven by favorable market performance in the Individual Investments segment due to increased variable annuity gross profits driven by higher asset levels.segment.

LifeHigher life insurance and annuity benefits increased primarily within the Individual Investments segment due to higher immediate annuity reserveswere driven by growthincreased annuity benefits of $12.5 million related to the unlocking of DAC and other related balances and the aforementioned increase in sales relativeannuity benefits related to a year ago.modification of L.INC features of $11.0 million.

HigherLower administrative fees primarily were attributable to the Retirement Plans segment due to an $18.6 million policy adjustment in the withdrawalsecond quarter of funds from2006 related to the surrender of a group fixed annuity contract. SeePart I – Financial Information , Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) – Business Segments – Retirement Plans for further explanation.

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.

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 products 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:

 

  Six months ended June 30,  Six months ended June 30,

(in millions)

  2006 2005  Change  2007  2006  Change

Revenues:

           

Policy charges:

           

Asset fees

  $325.5  $300.5  8 %  $363.0  $325.5  12 %

Cost of insurance charges

   139.1   133.9  4 %   147.6   139.1  6 %

Administrative fees

   66.5   45.1  47 %   46.9   66.5  (29)%

Surrender fees

   37.1   42.5  (13)%   32.0   37.1  (14)%
                  

Total policy charges

   568.2   522.0  9 %   589.5   568.2  4 %

Traditional life insurance and immediate annuity premiums

   153.8   131.4  17 %   142.7   153.8  (7)%

Net investment income

   1,029.8   1,044.4  (1)%   1,010.7   1,029.8  (2)%

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

   (16.7)  21.2  NM

Net realized losses on investments, hedging instruments and hedged items

   (13.6)   (16.7)  NM

Other income

   0.8   3.1  (74)%   (2.1)   0.8  NM
                  

Total revenues

   1,735.9   1,722.1  1 %   1,727.2   1,735.9  (1)%
                  

Benefits and expenses:

           

Interest credited to policyholder account values

   663.0   657.5  1 %   639.4   663.0  (4)%

Life insurance and annuity benefits

   216.4   191.0  13 %   239.0   216.4  10 %

Policyholder dividends on participating policies

   13.6   18.0  (24)%   10.7   13.6  (21)%

Amortization of DAC

   239.2   230.2  4 %   143.8   239.2  (40)%

Interest expense, primarily with NFS

   32.2   31.3  3 %   31.9   32.2  (1)%

Other operating expenses

   264.7   263.5  —     263.1   265.9  (1)%
                  

Total benefits and expenses

   1,429.1   1,391.5  3 %   1,327.9   1,430.3  (7)%
                  

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

   306.8   330.6  (7)%

Federal income tax (benefit) expense

   (48.0)  83.4  NM

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

   399.3   305.6  31 %

Federal income tax expense (benefit)

   103.4   (48.5)  NM
         

Income from continuing operations

   295.9   354.1  (16)%

Cumulative effect of adoption of accounting principle, net of taxes

   (6.0)   —    NM
                  

Net income

   354.8   247.2  44 %  $289.9  $354.1  (18)%
                  

The increasedecrease in net income primarily was driven by a tax benefit recorded in the threesix months ended June 30, 2006 compared to tax expense for the comparable period in 2005. This favorable comparison was partially offset by lower2007. However, the Company recorded higher income from continuing operations before federal income tax expense (benefit) expense primarily due to the recognitionlower amortization of net realized losses on investments, hedging instrumentsDAC and hedged items in 2006 compared to net gains in the prior year; higher life insurance and annuity benefits; and lower interest spread income.related adjustments as discussed previously. Higher asset fees traditional life insurancealso contributed to the increase. Partially offsetting these improvements were increased amortization of DAC and immediate annuity premiums,benefits related to modifications of features in the Company’s L.INC product (as discussed more fully below) and lower administrative fees partially offset the overall decrease in income from continuing operations before income tax (benefit) expense.fees.

As described in the second quarter section of this discussion, $110.9 million of tax reserves were released into earnings during the second quarter ended June 30,of 2006. Therefore,Thus, the effective tax rates in 20062007 and 20052006 are not comparable.

The Company recorded net realized losses on investments, hedging instruments and hedged itemsLower amortization of DAC primarily was due to the aforementioned DAC unlocking, which lowered amortization of DAC by $235.8 million. In addition, during the second quarter of 2006 compared2007, the Company modified the features of its L.INC product within the Individual Investments segment. This modification resulted in a substantial change to net realized gainsthe existing contracts and required the Company to extinguish existing DAC and certain other related balances related to this product, resulting in the prior yearincreased amortization of DAC of $124.0 million and increased annuity benefits of $11.0 million.

Asset fees increased primarily due to a decline in gross gains and an increase in gross losses on sales of fixed maturity securities. Due to the rising interest rate environment, the bondhigher average separate account values driven by favorable market was less favorableperformance in the first six months of 2006 compared to the same period a year ago.Individual Investments segment.

Higher life insurance and annuity benefits primarily were driven by increased annuity benefits of $12.5 million related to the Individual Protection segment due to adverse mortality in both the fixedunlocking of DAC and investment life businesses, partially offset by a waiver of premium reserve release in fixed life. The Individual Investments segment also increased primarily due to higher immediate annuity reserves due to growth in sales relative to a year ago.

Interest spread income decreased primarily within the Individual Investments segment due to lower general account assets caused by fixed annuity net outflows. Additionally, the Individual Protection segment declined due to decreased asset levels and investment yields.

Asset fees rose due to increases in both average separate account valuesother related balances 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.

Theaforementioned increase in traditional life insurance and immediate annuity premiums was duebenefits related to higher interest rates relative to a year ago, which created a favorable environment for immediate annuity products in the Individual Investments segment.modification of L.INC features of $11.0 million.

HigherLower administrative fees primarily were attributable to the Retirement Plans segment due to an $18.6 million policy adjustment in the withdrawalsecond quarter of funds from2006 related to the surrender of a group fixed annuity contract. SeePart I – Financial Information , Item 2 – (MD&A) – Business Segments – Retirement Plans for further explanation.

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.

Second Quarter – 20062007 Compared to 20052006

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

 

  Three months ended June 30,  Three months ended June 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Individual Investments

            

Individual variable annuities:

            

The BEST of AMERICA products

  $1,116.3  $816.4  37 %  $1,296.5  $1,116.3  16 %

Private label annuities

   96.7   95.3  1 %   97.5   96.7  1 %
                  

Total individual variable annuities

   1,213.0   911.7  33 %   1,394.0   1,213.0  15 %

Individual fixed annuities

   45.0   63.4  (29)%   39.4   45.0  (12)%

Income products

   57.4   44.7  28 %   50.0   57.4  (13)%

Advisory services program

   70.1   63.8  10 %   36.6   70.1  (48)%
                  

Total Individual Investments

   1,385.5   1,083.6  28 %   1,520.0   1,385.5  10  %
                  

Retirement Plans

            

Private sector:

            

The BEST of AMERICA products

   348.6   373.5  (7)%

Group products

   274.6   348.6  (21)%

Public sector:

            

IRC Section 457 annuities

   389.0   394.4  (1)%   385.5   389.0  (1)%
                  

Total Retirement Plans

   737.6   767.9  (4)%   660.1   737.6  (11)%
                  

Individual Protection

            

Corporate-owned life insurance

   146.7   142.9  3 %   153.6   146.7  5 %

The BEST of AMERICA variable life series

   110.1   109.1  1 %   107.8   110.1  (2)%

Traditional/universal life insurance

   84.7   89.1  (5)%   96.3   84.7  14 %
                  

Total Individual Protection

   341.5   341.1  —     357.7   341.5  5 %
                  

Total sales

  $2,464.6  $2,192.6  12 %  $2,537.8  $2,464.6  3 %
                  

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 June 30,

(in millions)

  2007  2006  Change

Non-affiliated:

      

Independent broker/dealers

  $701.7  $728.8  (4)%

Financial institutions

   514.8   471.9  9 %

Wirehouse and regional firms

   456.7   365.6  25 %

Life insurance specialists

   91.1   110.4  (17)%

Pension plan administrators

   68.2   84.0  (19)%
           

Total non-affiliated sales

   1,832.5   1,760.7  4 %
           

Affiliated:

      

NRS

   391.4   395.5  (1)%

Nationwide agents

   182.8   187.7  (3)%

NFN producers

   68.6   58.0  18 %

Mullin TBG

   62.5   62.7  —  
           

Total affiliated sales

   705.3   703.9  —  
           

Total sales

  $2,537.8  $2,464.6  3 %
           

The increase in total sales primarily was driven by higher individual variable annuity sales in the Individual Investments segment, led by the strong performance of the Lifetime Income (L.INC) product rider introduced in 2006, partially offset by lower sales in the Retirement Plans segment from the continued movement of pension business to the NFS trust platform.

Higher sales in the wirehouse and regional firms and financial institutions channels primarily were driven by variable annuity products, specifically products offering the L.INC rider mentioned above.

Year-to-Date – 2007 Compared to 2006

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

   Six months ended June 30,

(in millions)

  2007  2006  Change

Individual Investments

      

Individual variable annuities:

      

The BEST of AMERICA products

  $2,463.4  $2,028.8  21 %

Private label annuities

   170.7   169.7  1 %
           

Total individual variable annuities

   2,634.1   2,198.5  20 %

Individual fixed annuities

   76.2   84.0  (9)%

Income products

   105.5   114.4  (8)%

Advisory services program

   73.4   132.7  (45)%
           

Total Individual Investments

   2,889.2   2,529.6  14 %
           

Retirement Plans

      

Private sector:

      

Group products

   614.1   712.2  (14)%

Public sector:

      

IRC Section 457 annuities

   775.2   796.3  (3)%
           

Total Retirement Plans

   1,389.3   1,508.5  (8)%
           

Individual Protection

      

Corporate-owned life insurance

   356.8   428.9  (17)%

The BEST of AMERICA variable life series

   216.5   220.2  (2)%

Traditional/universal life insurance

   181.0   164.8  10 %
           

Total Individual Protection

   754.3   813.9  (7)%
           

Total sales

  $5,032.8  $4,852.0  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 June 30,  Six months ended June 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Non-affiliated:

            

Independent broker/dealers

  $728.8  $679.5  7 %  $1,417.1  $1,404.0  1 %

Financial institutions

   471.9   338.7  39 %   967.1   847.5  14 %

Wirehouse and regional firms

   365.6   325.2  12 %   878.7   688.4  28 %

Life insurance specialists

   179.4   256.6  (30)%

Pension plan administrators

   110.4   94.7  17 %   152.7   191.5  (20)%

Life insurance specialists

   84.0   104.3  (20)%
                  

Total non-affiliated sales

   1,760.7   1,542.4  14 %   3,595.0   3,388.0  6 %
                  

Affiliated:

            

NRS

   395.5   401.1  (1)%   787.4   806.9  (2)%

Nationwide agents

   187.7   174.6  8 %   354.2   366.3  (3)%

TBG Financial

   62.7   38.6  62 %

Mullin TBG

   177.5   173.1  3 %

NFN producers

   58.0   35.9  62 %   118.7   117.7  1 %
                  

Total affiliated sales

   703.9   650.2  8 %   1,437.8   1,464.0  (2)%
                  

Total sales

  $2,464.6  $2,192.6  12 %  $5,032.8  $4,852.0  4 %
                  

The increase in total sales primarily was driven by strong sales of the recently introduced Lifetime Income (L.Inc.) and Capital Preservation Plus Lifetime Income (CPPLI) product riders in the Individual Investments segment.

Increased sales in the independent broker/dealers and financial institutions channels were driven by increasedhigher individual variable annuity sales specifically L.Inc. and CPPLI as mentioned above.

Higher sales through the wirehouse and regional firms channel were driven by increases in sales of variable annuity products with living benefit features.

Higher sales in the NFN producers channel primarily was driven by increased sales of variable annuity and income products.

Year-to-Date – 2006 Compared to 2005

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

   Six months ended June 30,

(in millions)

  2006  2005  Change

Individual Investments

      

Individual variable annuities:

      

The BEST of AMERICA products

  $2,028.8  $1,575.9  29 %

Private label annuities

   169.7   184.5  (8)%
           

Total individual variable annuities

   2,198.5   1,760.4  25 %

Individual fixed annuities

   84.0   117.7  (29)%

Income products

   114.4   87.6  31 %

Advisory services program

   132.7   117.0  13 %
           

Total Individual Investments

   2,529.6   2,082.7  21 %
           

Retirement Plans

      

Private sector:

      

The BEST of AMERICA products

   712.2   789.2  (10)%

Public sector:

      

IRC Section 457 annuities

   796.3   768.2  4 %
           

Total Retirement Plans

   1,508.5   1,557.4  (3)%
           

Individual Protection

      

Corporate-owned life insurance

   428.9   377.7  14 %

The BEST of AMERICA variable life series

   220.2   212.8  3 %

Traditional/universal life insurance

   164.8   172.2  (4)%
           

Total Individual Protection

   813.9   762.7  7 %
           

Total sales

  $4,852.0  $4,402.8  10 %
           

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

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

   Six months ended June 30,

(in millions)

  2006  2005  Change

Non-affiliated:

      

Independent broker/dealers

  $1,404.0  $1,345.1  4 %

Financial institutions

   847.5   660.7  28 %

Wirehouse and regional firms

   688.4   634.3  9 %

Life insurance specialists

   256.6   230.9  11 %

Pension plan administrators

   191.5   196.2  (2)%
           

Total non-affiliated sales

   3,388.0   3,067.2  10 %
           

Affiliated:

      

NRS

   806.9   782.1  3 %

Nationwide agents

   366.3   339.0  8 %

TBG Financial

   173.1   147.1  18 %

NFN producers

   117.7   67.4  75 %
           

Total affiliated sales

   1,464.0   1,335.6  10 %
           

Total sales

  $4,852.0  $4,402.8  10 %
           

The increase in total sales primarily was due to strong sales of variable annuity products in the Individual Investments segment, drivenled by the strong performance of the L.Inc. and CPPLIL.INC product riders. Higher COLIrider, partially offset by lower corporate-owned life insurance (COLI) sales in the Individual Protection segment also contributed to the increase.

Increasedand lower sales in the independent broker/dealersRetirement Plans segment from the continued movement of pension business to the NFS trust platform.

Higher sales in the wirehouse and regional firms and financial institutions channels primarily were generated from strongdriven by variable annuity sales,products, specifically L.Inc. and CPPLI asproducts offering the L.INC rider mentioned above.

Sales decreased through the life insurance specialists increasedchannel due to the addition of two large COLI cases during the first quarter of 2006.

Higher However, quarterly sales in the NFN producers channel primarily was driven by increased sales of variable annuityfluctuations are normal and incomeexpected for corporate products.

Business Segments

Individual Investments

Second2nd 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 June 30,  Three months ended June 30,

(in millions)

  2006  2005  Change

(dollars in millions)

  2007 2006  Change

Statements of Income Data

           

Revenues:

           

Policy charges:

           

Asset fees

  $123.8  $111.1  11 %  $145.6  $123.8  18 %

Administrative fees

   4.7   3.4  38 %   6.1   4.7  30 %

Surrender fees

   13.8   16.1  (14)%   12.4   13.8  (10)%
                  

Total policy charges

   142.3   130.6  9 %   164.1   142.3  15 %

Premiums on income products

   34.9   23.1  51 %   30.0   34.9  (14)%

Net investment income

   184.4   207.6  (11)%   158.4   184.4  (14)%

Other income

   0.8   0.3  167 %   (0.8)  0.8  NM
                  

Total revenues

   362.4   361.6  —     351.7   362.4  (3)%
                  

Benefits and expenses:

           

Interest credited to policyholder account values

   126.8   142.0  (11)%   108.1   126.8  (15)%

Annuity benefits and claims

   49.9   40.7  23 %

Benefits and claims

   74.9   49.9  50 %

Amortization of DAC

   84.8   70.8  20 %   12.7   84.8  (85)%

Other operating expenses

   50.6   45.7  11 %   54.6   50.6  8 %
                  

Total benefits and expenses

   312.1   299.2  4 %   250.3   312.1  (20)%
                  

Pre-tax operating earnings

  $50.3  $62.4  (19)%  $101.4  $50.3  102 %
                  

Other Data

           

Sales:

           

Individual variable annuities

  $1,213.0  $911.7  33 %  $1,394.0  $1,213.0  15 %

Individual fixed annuities

   45.0   63.4  (29)%   39.4   45.0  (12)%

Income products

   57.4   44.7  28 %   50.0   57.4  (13)%

Advisory services program

   70.1   63.8  10 %   36.6   70.1  (48)%
                  

Total sales

  $1,385.5  $1,083.6  28 %  $1,520.0  $1,385.5  10 %
                  

Average account values:

           

General account

  $13,596.9  $14,592.5  (7)%  $11,526.9  $13,596.9  (15)%

Separate account

   36,424.3   33,847.6  8 %   40,662.0   36,424.3  12 %

Advisory services program

   491.6   281.5  75 %   630.3   491.6  28 %
                  

Total average account values

  $50,512.8  $48,721.6  4 %  $52,819.2  $50,512.8  5 %
                  

Interest spread margin:

     

Net investment income

   5.75%   5.60%  

Interest credited

   3.75%   3.73%  
        

Interest spread on average general account values

   2.00%   1.87%  
        

Pre-tax operating earnings to average account values

   0.40%   0.51%     0.77%   0.40%  
                

The decreaseincrease in pre-tax operating earnings primarily was driven by higherlower amortization of DAC and annuityhigher asset fees, partially offset by higher benefits and claims and lower interest spread income. Increased asset fees and premiums on income products partially offset the overall decrease.

Higher

Lower amortization of DAC primarily was due to higher variable annuity gross profits driventhe aforementioned DAC unlocking, which lowered amortization of DAC by higher asset levels.

Higher annuity benefits and claims were driven by increased immediate annuity reserves due to growth in sales relative to a year ago. This increase is consistent with the increase in premiums on income products noted below.

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

   

Three months ended

June 30,

   2006  2005

Net investment income

  5.60%  5.86%

Interest credited

  3.73%  3.89%
      

Interest spread on average general account values

  1.87%  1.97%
      

Interest spread margins declined$208.9 million. In addition, during the second quarter of 20062007, the Company modified the features of its L.INC product within this segment. This modification required the Company to 187 basis points comparedextinguish existing DAC and other related balances related to 197 basis pointsthis product, resulting in increased amortization of DAC of $124.0 million and increased annuity benefits of $11.0 million.

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 $15.2 million. In addition, the average variable asset fee rate increased to 1.43% from 1.36% in the same period aprior year ago. Includedquarter as new business sold with living benefit riders and corresponding higher fee rates influenced the overall average rate.

Higher benefits and claims 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 the current quarter were 9 basis points, or $3.1 million,annuity benefits related to modification of income from mortgage loan prepayment penalties and bond call premiums compared to 16 basis points, or $6.0 million, in the same period a year ago. L.INC features of $11.0 million.

Interest spread income declined primarily due to lower general account assets caused by fixed annuity net outflows.

Asset fees rose due However, interest spread margins widened during the first quarter of 2007 to increases in both average separate account values and the average asset fee rate charged, with approximately equal contributions from each component. Asset fees are calculated daily and charged as a percentage of separate account values. The average variable asset fee rate increased200 basis points compared to 1.36% from 1.31%187 basis points in the prior yearsame quarter as new business sold with higher-risk features and corresponding higher fee rates influenced the overall average rate.

The increase in premiums on income products was due to higher interest rates relative to a year ago, which created a favorable environment for immediate annuity products. The Federal Funds rate was 3.25% at June 30, 2005ago. Included in the current quarter were 18 basis points, or $5.3 million, of income from mortgage loan prepayments and bond call premiums compared to 5.25% at June 30, 2006.9 basis points, or $3.1 million, in the same quarter a year ago.

Higher sales in the individual variable annuity business were driven by the variable annuity business as production rose due to continued strong momentum from the recently introduced L.Inc.L.INC product rider and CPPLI product riders and the implementation ofa more targeted sales processes. L.Inc. and CPPLI accounted for $191.7 and $126.2process. Sales of products with the increase in sales overL.INC rider increased $211.8 million compared to the secondsame quarter of 2005.a year ago.

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:

 

  Six months ended June 30,  Six months ended June 30,

(in millions)

  2006  2005  Change

(dollars in millions)

  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $246.3  $221.9  11 %  $282.3  $246.3  15 %

Administrative fees

   9.2   7.5  23 %   12.3   9.2  34 %

Surrender fees

   28.7   31.7  (10)%   24.7   28.7  (14)%
                  

Total policy charges

   284.2   261.1  9 %   319.3   284.2  12 %

Premiums on income products

   66.4   43.7  52 %   63.6   66.4  (4)%

Net investment income

   379.2   412.7  (8)%   322.9   379.2  (15)%

Other income

   1.2   0.6  100 %   —     1.2  (100)%
                  

Total revenues

   731.0   718.1  2 %   705.8   731.0  (3)%
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   257.1   280.7  (8)%   219.7   257.1  (15)%

Annuity benefits and claims

   90.4   72.3  25 %

Benefits and claims

   121.5   90.4  34 %

Amortization of DAC

   182.4   153.4  19 %   112.2   182.4  (38)%

Other operating expenses

   97.2   90.9  7 %   100.2   97.2  3 %
                  

Total benefits and expenses

   627.1   597.3  5 %   553.6   627.1  (12)%
                  

Pre-tax operating earnings

  $103.9  $120.8  (14)%  $152.2  $103.9  46 %
                  

Other Data

            

Sales:

            

Individual variable annuities

  $2,198.5  $1,760.4  25 %  $2,634.1  $2,198.5  20 %

Individual fixed annuities

   84.0   117.7  (29)%   76.2   84.0  (9)%

Income products

   114.4   87.6  31 %   105.5   114.4  (8)%

Advisory services program

   132.7   117.0  13 %   73.4   132.7  (45)%
                  

Total sales

  $2,529.6  $2,082.7  21 %  $2,889.2  $2,529.6  14 %
                  

Average account values:

            

General account

  $13,789.6  $14,628.1  (6)%  $11,757.4  $13,789.6  (15)%

Separate account

   36,076.3   34,126.5  6 %   40,144.9   36,076.3  11 %

Advisory services program

   464.9   253.0  84 %   619.2   464.9  33 %
                  

Total average account values

  $50,330.8  $49,007.6  3 %  $52,521.5  $50,330.8  4 %
                  

Account values as of period end:

            

Individual variable annuities

  $40,746.9  $39,049.8  4 %  $45,781.6  $40,746.9  12 %

Individual fixed annuities

   6,757.7   7,710.7  (12)%   5,151.4   6,757.7  (24)%

Income products

   1,928.6   1,811.4  7 %   2,025.4   1,928.6  5 %

Advisory services program

   508.1   314.6  62 %   643.7   508.1  27 %
                  

Total account values

  $49,941.3  $48,886.5  2 %  $53,602.1  $49,941.3  7 %
                  

GMDB - Net amount at risk, net of reinsurance

  $204.8  $275.4  (26)%

GMDB - Reserves, net of reinsurance

  $29.9  $24.8  21 %

Interest spread margin:

      

Net investment income

   5.74%   5.68%  

Interest credited

   3.74%   3.73%  
        

Interest spread on average general account values

   2.00%   1.95%  
        

Pre-tax operating earnings to average account values

   0.41%   0.49%     0.58%   0.41%  
                

The decreaseincrease in pre-tax operating earnings primarily was driven by higherlower amortization of DAC and annuityhigher asset fees, partially offset by higher benefits and claims and lower interest spread income. Increased asset fees and premiums on income products partially offset the overall decrease.

HigherLower amortization of DAC primarily was due to higher variablethe aforementioned 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 gross profitsbenefits of $11.0 million.

Higher average separate account values driven by favorable market performance increased asset fees by $28.6 million. In addition, the average variable asset fee rate increased to 1.41% from 1.37% in the prior year period as new business sold with living benefit riders and corresponding higher asset levels.fee rates influenced the overall average rate.

Higher annuity benefits and claims primarily were driven by increased immediate annuity reservesbenefits 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 annuity benefits related to modification of L.INC features of $11.0 million. The remaining increase was due to higher guaranteed benefit expenses related to growth in sales relativethis business.

Interest spread income declined primarily due to a year ago. This increase is consistent with the increase in premiums on income products noted below.

The following table summarizes thelower general account assets caused by fixed annuity outflows. However, interest spread on Individual Investments segment average general account values for the periods indicated:

   

Six months ended

June 30,

   2006  2005

Net investment income

  5.68%  5.81%

Interest credited

  3.73%  3.84%
      

Interest spread on average general account values

  1.95%  1.97%
      

Interest spread margins declinedwidened during the first six months of 20062007 to 195200 basis points compared to 197195 basis points in the same period a year ago. Included in the current period were 1117 basis points, or $7.1$10.1 million, of income from mortgage loan prepayment penaltiesprepayments and bond call premiums compared to 1811 basis points, or $12.8$7.1 million, in the same period a year ago. Interest spread income declined primarily due to lower general account assets caused by fixed annuity net outflows. For the full year 2006,2007, the Company expects interest spread margins to remain relatively stabletighten compared to 2006 and projects full year spreadsmargins of 190185 to 195190 basis points, including a nominal level of prepayment activity during the remainder of the year.

Asset fees rose due to increases in both average separate account values and the average asset fee rate charged, with approximately equal contributions from each component. The average variable asset fee rate increased to 1.37% from 1.30%Higher sales in the comparable prior year period as newindividual variable annuity business sold with higher-risk features and corresponding higher fee rates influenced the overall average rate.

The increase in premiums on income products was due to higher interest rates relative to a year ago, which created a favorable environment for immediate annuity products.

Higher sales were driven by the variable annuity business as production rose due to continued strong momentum from the recently introduced L.Inc.L.INC product rider and CPPLI product riders and the implementation ofa more targeted sales processes. CPPLI and L.Inc. accounted for $319.1 and $207.3process. Sales of products with the increase in sales overL.INC rider increased $541.4 million compared to the first six 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 June 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  $507.3  3.27%  $—    N/A  $507.3  3.27%  $—    N/A  $682.0  3.60%  $—    N/A  $682.0  4.13%

Minimum interest rate of 3.00% to 3.49%

   2,629.0  4.78%   5,176.1  3.07%   —    N/A   7,805.1  3.65%   1,717.9  4.36%   3,995.0  3.09%   —    N/A   5,712.9  3.50%

Minimum interest rate lower than 3.00%

   871.2  3.28%   633.0  3.48%   22.2  3.58%   1,526.4  3.32%   832.1  4.36%   411.1  3.59%   —    N/A   1,243.2  4.11%

MVA with no minimum interest rate guarantee

   —    N/A   —    N/A   1,638.7  3.12%   1,638.7  3.07%   —    N/A   —    N/A   1,626.4  2.77%   1,626.4  2.77%
                                                

Total deferred individual fixed annuities

  $3,500.2  4.41%  $6,316.4  3.13%  $1,660.9  3.13%  $11,477.5  3.50%  $2,550.0  4.36%  $5,088.1  3.37%  $1,626.4  2.77%  $9,264.5  3.53%
                                                

Retirement Plans

Second2nd 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 June 30,  Three months ended June 30,

(in millions)

  2006  2005  Change

(dollars in millions)

  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $31.5  $32.1  (2) %  $31.4  $31.5  —  

Administrative fees

   22.4   1.8  NM   2.7   22.4  (88)%

Surrender fees

   1.2   2.4  (50) %   1.1   1.2  (8)%
                  

Total policy charges

   55.1   36.3  52 %   35.2   55.1  (36)%

Net investment income

   156.0   157.3  (1)%   158.1   156.0  1 %

Other income

   —     0.1  (100)%
                  

Total revenues

   211.1   193.7  9 %   193.3   211.1  (8)%
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   110.3   109.5  1 %   108.4   110.3  (2)%

Amortization of DAC

   10.7   11.0  (3)%   (1.1)   10.7  NM

Other operating expenses

   45.9   45.8  —     44.9   45.9  (2)%
                  

Total benefits and expenses

   166.9   166.3  —     152.2   166.9  (9)%
                  

Pre-tax operating earnings

  $44.2  $27.4  61 %  $41.1  $44.2  (7)%
                  

Other Data

            

Sales:

            

Private sector

  $348.6  $373.5  (7)%  $274.6  $348.6  (21)%

Public sector

   389.0   394.4  (1)%   385.5   389.0  (1)%
                  

Total sales

  $737.6  $767.9  (4)%  $660.1  $737.6  (11)%
                  

Average account values:

            

General account

  $10,713.2  $10,432.8  3 %  $10,939.5  $10,713.2  2 %

Separate account

   17,181.7   18,524.5  (7)%   17,501.3   17,181.7  2 %
                  

Total average account values

  $27,894.9  $28,957.3  (4)%  $28,440.8  $27,894.9  2 %
                  

Interest spread margin:

      

Net investment income

   5.78%   5.83%  

Interest credited

   3.96%   4.12%  
        

Interest spread on average general account values

   1.82%   1.71%  
        

Pre-tax operating earnings to average account values

   0.63%   0.38%     0.58%   0.63%  
                

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 during the second quarter of 2006, which resulted in an $18.6 million policy adjustment that ledadjustment.

Lower amortization of DAC primarily was due to an increase in policy fees.

The following table summarizes 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.

   Three months ended
June 30,
   2006  2005

Net investment income

  5.83%  6.03%

Interest credited

  4.12%  4.20%
      

Interest spread on average general account values

  1.71%  1.83%
      

Interest spread income increased primarily due to a lower average crediting rate. Interest spread margins declinedincreased during the second quarter of 20062007 to 171182 basis points compared to 183171 basis points in the same periodquarter a year ago. Included in the current quarter were 8 basis points, or $2.1 million, of income from mortgage loan prepayments and bond call premiums compared to 6 basis points, or $1.6 million, of income from mortgage loan prepayment penalties and bond call premiums compared to 16 basis points, or $4.3 million, in the same periodquarter a year ago.

PrivateOverall sales continued to decline as a result of the movement of private sector sales decreased duebusiness to the declining issuance of group annuity contracts.

Public sector sales declined mainly due to the fixed annuity contract withdrawal mentioned above.NFS trust platform.

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:

 

   Six months ended June 30,

(in millions)

  2006  2005  Change

Statements of Income Data

      

Revenues:

      

Policy charges:

      

Asset fees

  $63.3  $65.0  (3)%

Administrative fees

   24.9   4.1  NM

Surrender fees

   2.6   4.5  (42)%
           

Total policy charges

   90.8   73.6  23 %

Net investment income

   315.8   319.2  (1)%

Other income

   —     0.2  (100)%
           

Total revenues

   406.6   393.0  3 %
           

Benefits and expenses:

      

Interest credited to policyholder account values

   220.9   218.8  1 %

Amortization of DAC

   20.7   23.3  (11)%

Other operating expenses

   89.7   91.6  (2)%
           

Total benefits and expenses

   331.3   333.7  (1)%
           

Pre-tax operating earnings

  $75.3  $59.3  27 %
           

Other Data

      

Sales:

      

Private sector

  $712.2  $789.2  (10)%

Public sector

   796.3   768.2  4 %
           

Total sales

  $1,508.5  $1,557.4  (3)%
           

Average account values:

      

General account

  $10,757.9  $10,334.7  4 %

Separate account

   17,735.8   18,753.5  (5)%
           

Total average account values

  $28,493.7  $29,088.2  (2)%
           

Account values as of period end:

      

Private sector

  $12,187.7  $13,787.9  (12)%

Public sector

   14,908.2   14,797.6  1 %
           

Total account values

  $27,095.9  $28,585.5  (5)%
           

Pre-tax operating earnings to average account values

   0.53%   0.41%  
          

   Six months ended June 30,

(in millions)

  2007  2006  Change

Statements of Income Data

      

Revenues:

      

Policy charges:

      

Asset fees

  $61.9  $63.3  (2)%

Administrative fees

   5.3   24.9  (79)%

Surrender fees

   2.1   2.6  (19)%
           

Total policy charges

   69.3   90.8  (24)%

Net investment income

   319.3   315.8  1 %
           

Total revenues

   388.6   406.6  (4)%
           

Benefits and expenses:

      

Interest credited to policyholder account values

   217.0   220.9  (2)%

Amortization of DAC

   8.5   20.7  (59)%

Other operating expenses

   91.5   89.7  2 %
           

Total benefits and expenses

   317.0   331.3  (4)%
           

Pre-tax operating earnings

  $71.6  $75.3  (5)%
           

Other Data

      

Sales:

      

Private sector

  $614.1  $712.2  (14)%

Public sector

   775.2   796.3  (3)%
           

Total sales

  $1,389.3  $1,508.5  (8)%
           

Average account values:

      

General account

  $10,906.0  $10,757.9  1 %

Separate account

   17,562.0   17,735.8  (1)%
           

Total average account values

  $28,468.0  $28,493.7  —  
           

Account values as of period end:

      

Private sector

  $11,515.9  $12,187.7  (6)%

Public sector

   16,942.6   14,908.2  14 %
           

Total account values

  $28,458.5  $27,095.9  5 %
           

Interest spread margin:

      

Net investment income

   5.86%   5.87%  

Interest credited

   3.98%   4.11%  
          

Interest spread on average general account values

   1.88%   1.76%  
          

Pre-tax operating earnings to average account values

   0.50%   0.53%  
          

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 during the second quarter of 2006, which resulted in an $18.6 million policy adjustment that ledadjustment.

Lower amortization of DAC primarily was due to an increase in policy fees.

The following table summarizes 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.

   

Six months ended

June 30,

   2006  2005

Net investment income

  5.87%  6.18%

Interest credited

  4.11%  4.23%
      

Interest spread on average general account values

  1.76%  1.95%
      

Interest spread income increased primarily due to a lower average crediting rate. Interest spread margins decreasedincreased to 176188 basis points in the first six months of 20062007 compared to 195176 basis points in the same period a year ago. Included in the current period were 710 basis points, or $3.9$5.1 million, of income from mortgage loan prepayment penaltiesprepayments and bond call premiums compared to 217 basis points, or $11.0$3.9 million, in the same period a year ago. For the full year 2006,2007, the Company expects interest spread margins to increase slightlycompared 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.

PrivateOverall sales continued to decline as a result of the movement of private sector sales decreased duebusiness to the declining issuance of group annuity contracts.NFS trust platform.

Public sector sales growth was due to increased flows from existing cases and higher rates of plan transfers.

Individual Protection

Second2nd 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 June 30,  Three months ended June 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $8.1  $7.1  14 %  $9.6  $8.1  19 %

Cost of insurance charges

   69.5   67.3  3 %   73.6   69.5  6 %

Administrative fees

   15.2   15.6  (3)%   13.8   15.2  (9)%

Surrender fees

   2.7   3.3  (18)%   2.5   2.7  (7)%
                  

Total policy charges

   95.5   93.3  2 %   99.5   95.5  4 %

Traditional life insurance premiums

   41.9   43.7  (4)%   39.7   41.9  (5)%

Net investment income

   81.7   85.6  (5)%   80.2   81.7  (2)%
                  

Total revenues

   219.1   222.6  (2)%   219.4   219.1  —  
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   45.5   47.6  (4)%   44.0   45.5  (3)%

Life insurance benefits

   62.4   60.7  3 %   60.8   62.4  (3)%

Policyholder dividends on participating policies

   6.0   8.3  (28)%   4.8   6.0  (20)%

Amortization of DAC

   28.5   25.0  14 %   5.0   28.5  (82)%

Other operating expenses

   31.1   35.9  (13)%   37.0   31.1  19 %
                  

Total benefits and expenses

   173.5   177.5  (2)%   151.6   173.5  (13)%
                  

Pre-tax operating earnings

  $45.6  $45.1  1 %  $67.8  $45.6  49 %
                  

Other Data

            

Sales:

            

Corporate-owned life insurance

  $146.7  $142.9  3 %  $153.6  $146.7  5 %

The BEST of AMERICA variable life series

   110.1   109.1  1 %   107.8   110.1  (2)%

Traditional/universal life insurance

   84.7   89.1  (5)%   96.3   84.7  14 %
                  

Total sales

  $  341.5  $  341.1  —    $357.7  $341.5  5 %
                  

Pre-tax

The increase in pre-tax operating earnings decreased slightly primarily due towas driven by lower net investment income and higher amortization of DAC partially offset by lower other operating expenses and higher cost of insurance charges.charges, partially offset by higher other operating expenses.

Net investment income declined primarily due to lower yields and a declining level of assets.

HigherLower amortization of DAC primarily was attributabledue to the aforementioned DAC unlocking 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.

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 in force.charges.

The decrease inHigher other operating expenses primarily resulted from higherwere attributable to lower software capitalization due to a higherlower spending rate on capitalizable systems development projects compared to the prior year quarter and lower premium taxes.quarter.

The improvementslight increase in cost of insurance chargessales was driven by increased due to growth in traditional/universal life business in force and the aging block of individual and corporate investment life business.COLI 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:

 

  Six months ended June 30,  Six months ended June 30,

(in millions)

  2006  2005  Change  2007  2006  Change

Statements of Income Data

            

Revenues:

            

Policy charges:

            

Asset fees

  $15.9  $13.5  18 %  $18.8  $15.9  18 %

Cost of insurance charges

   139.1   133.9  4 %   147.6   139.1  6 %

Administrative fees

   32.4   33.5  (3)%   29.3   32.4  (10)%

Surrender fees

   5.8   6.4  (9)%   5.2   5.8  (10)%
                  

Total policy charges

   193.2   187.3  3 %   200.9   193.2  4 %

Traditional life insurance premiums

   87.4   87.7  —     79.1   87.4  (9)%

Net investment income

   162.6   169.3  (4)%   164.2   162.6  1 %
                  

Total revenues

   443.2   444.3  —     444.2   443.2  —  
                  

Benefits and expenses:

            

Interest credited to policyholder account values

   88.9   91.1  (2)%   88.1   88.9  (1)%

Life insurance benefits

   126.0   118.7  6 %   117.5   126.0  (7)%

Policyholder dividends on participating policies

   13.6   18.0  (24)%   10.7   13.6  (21)%

Amortization of DAC

   42.6   48.1  (11)%   28.1   42.6  (34)%

Other operating expenses

   72.1   71.1  1 %   70.6   72.1  (2)%
                  

Total benefits and expenses

   343.2   347.0  (1)%   315.0   343.2  (8)%
                  

Pre-tax operating earnings

  $100.0  $97.3  3 %  $129.2  $100.0  29 %
                  

Other Data

            

Sales:

            

Corporate-owned life insurance

  $428.9  $377.7  14 %  $356.8  $428.9  (17)%

The BEST of AMERICA variable life series

   220.2   212.8  3 %   216.5   220.2  (2)%

Traditional/universal life insurance

   164.8   172.2  (4)%   181.0   164.8  10 %
                  

Total sales

  $813.9  $762.7  7 %  $754.3  $813.9  (7)%
                  

Policy reserves as of period end:

            

Individual investment life insurance

  $3,405.2  $3,112.6  9 %  $3,952.7  $3,405.2  16 %

Corporate investment life insurance

   7,164.8   6,338.1  13 %   9,059.0   7,164.8  26 %

Traditional life insurance

   2,128.6   2,143.6  (1)%   2,006.2   2,128.6  (6)%

Universal life insurance

   1,102.8   1,024.3  8 %   1,156.7   1,102.8  5 %
                  

Total policy reserves

  $13,801.4  $12,618.6  9 %  $16,174.6  $13,801.4  17 %
                  

Insurance in force as of period end:

            

Individual investment life insurance

  $38,149.3  $36,928.6  3 %  $39,091.7  $38,149.3  2 %

Corporate investment life insurance

   24,061.2   23,184.9  4 %   25,258.8   24,061.2  5 %

Traditional life insurance

   19,800.5   20,663.3  (4)%   18,913.7   19,800.5  (4)%

Universal life insurance

   9,180.0   8,569.1  7 %   9,884.9   9,180.0  8 %
                  

Total insurance in force

  $91,191.0  $89,345.9  2 %  $93,149.1  $91,191.0  2 %
                  

The increase in pre-tax operating earnings primarily was driven bydue to lower amortization of DAC, lower life insurance benefits and higher cost of insurance charges, partially offset by lower net investment income and highertraditional life insurance benefits.premiums.

The decrease inLower amortization of DAC primarily was attributabledue to lower overall margins as a resultthe aforementioned DAC unlocking of adverse mortality experiencethe net separate account growth rate assumption for the three-year reversion period, adjusting the net separate account growth rate and additionalrelated discount rate assumptions, and increasing estimated lapse rates for BOLI products. These factors lowered amortization on one large COLI case that lapsedof DAC by $19.0 million, which was partially offset by an increase in the prior year quarter.DAC amortization due to higher gross profits.

Higher cost of insurance charges were due to increased business in force throughout the segment combined with the aging of the individual life insurance business.

Lower net investment income was due to decreased asset levels and investment yields.

Higher life insurance benefits were due to adversedriven by favorable mortality in both the fixed and investmentvariable universal life businesses,business in 2007 compared to the prior year, partially offset by a $3.3 million waiver of premium reserve release in fixed life during the first quarter of 2006.

The overall sales improvement primarily wasCost of insurance charges increased due to higher COLI sales driven byincreased business in force combined with the aging of the individual life business block. The aging of a block generally increases cost of insurance charges.

Traditional life insurance premiums declined primarily due to a $3.7 million fixed life insurance premium refund in the prior year along with an increase in premiums ceded in the current year.

Sales decreased primarily due to the addition of two large COLI cases that closed during the first quarter of 2006. However, quarterly sales fluctuations are normal and expected for corporate products.

Corporate and Other

Second2nd 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 June 30,  Three months ended June 30,

(in millions)

  2006 2005 Change  2007 2006 Change

Statements of Income Data

        

Operating revenues:

        

Net investment income

  $90.7  $76.8  18 %  $99.7  $90.7  10%

Other income

   (0.4)  —    NM   0.2   (0.4) NM
                  

Total operating revenues

   90.3   76.8  18 %   99.9   90.3  11%
                  

Benefits and operating expenses:

      

Interest credited to policyholder account values

   50.5   36.4  39 %   56.4   50.5  12%

Interest expense on debt

   15.6   15.9  (2)%   16.8   15.6  8%

Other operating expenses

   3.6   1.4  157 %   (1.5)  3.7  NM
                  

Total benefits and operating expenses

   69.7   53.7  30 %   71.7   69.8  3%
                  

Pre-tax operating earnings

   20.6   23.1  (11)%   28.2   20.5  38%

Net realized losses on investments, hedging instruments and hedged items1

   (10.5)  (1.3) NM

Adjustment to amortization of DAC related to net realized losses

   1.4   (3.8) NM

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

   (4.0)  (10.5) NM

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

   2.5   1.4  NM
                  

Income from continuing operations before federal income taxes

  $  11.5  $  18.0  (36)%  $26.7  $11.4  134%
                  

1

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

Pre-tax operating earnings decreasedincreased primarily due to higherlower other operating expenses, which were driven by an increase inlower legal expenses.

The Company recordedcosts, and higher net realized lossesinterest spread income, which was impacted by higher average returns on investments, hedging instruments and hedged items during the second quarter of 2006 compared to the prior year primarilycorporate assets due to an increase in gross losses on sales of fixed maturity securities. Due to the rising interest rate environment, the bond market was less favorable in the second quarter of 2006 compared to the same period a year ago.performance.

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

 

  

Three months ended

June 30,

   

Three months ended

June 30,

 

(in millions)

  2006 2005   2007 2006 

Total realized gains on sales, net of hedging losses

  $13.9  $8.8   $18.3  $13.9 

Total realized losses on sales, net of hedging gains

   (26.3)  (5.0)   (15.8)  (26.3)

Other-than-temporary and other investment impairments

   (3.2)  (5.7)   (6.2)  (3.2)

Credit default swaps

   (0.1)  (0.7)   (1.5)  (0.1)

Periodic net coupon settlements on non-qualifying derivatives

   0.4   (0.2)   0.3   0.4 

Other derivatives

   5.2   1.3    2.4   5.2 
              

Net realized losses on investments, hedging instruments and hedged items

  $(10.1) $(1.5)  $(2.5) $(10.1)
              

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.

Year-to-Date – 20062007 Compared to 20052006

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

 

  Six months ended June 30,  Six months ended June 30,

(in millions)

  2006 2005 Change  2007 2006 Change

Statements of Income Data

        

Operating revenues:

        

Net investment income

  $172.2  $143.2  20 %  $204.3  $172.2  19 %

Other income

   0.6   2.0  (70)%   1.7   0.6  183 %
                  

Total operating revenues

   172.8   145.2  19 %   206.0   172.8  19 %
                  

Benefits and operating expenses:

        

Interest credited to policyholder account values

   96.1   66.9  44 %   114.6   96.1  19 %

Interest expense on debt

   32.2   31.3  3 %   31.9   32.2  (1)%

Other operating expenses

   5.7   9.9  (42)%   0.8   6.9  (88)%
                  

Total benefits and operating expenses

   134.0   108.1  24 %   147.3   135.2  9 %
                  

Pre-tax operating earnings

   38.8   37.1  5 %   58.7   37.6  56 %

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

   (17.7)  21.5  NM

Adjustment to amortization of DAC related to net realized losses (gains)

   6.5   (5.4) NM

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

   (17.4)  (17.7) NM

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

   5.0   6.5  NM
                  

Income from continuing operations before federal income taxes

  $27.6  $53.2  (48)%  $46.3  $26.4  75 %
                  

Other Data

        

Account values as of period end —

    

Customer funds managed and administered:

    

Funding agreements backing medium-term notes

  $4,047.4  $4,009.1  1 %  $3,939.9  $4,047.4  (3)%
                  

1

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

Pre-tax operating earnings were flat. The Company recorded higher net realized losses on investments, hedging instruments and hedged items during the second quarter of 2006 compared to the prior yearincreased primarily due to higher interest spread income, which was impacted by increased levels of corporate assets and higher average returns driven by market performance, and lower other operating expenses, which were due to a declinedecrease in gross gains and an increase in gross losses on sales of fixed maturity securities. Due to the rising interest rate environment, the bond market was less favorable in the first six months of 2006 compared to the same period a year ago.legal costs.

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

 

  

Six months ended

June 30,

   

Six months ended

June 30,

 

(in millions)

  2006 2005   2007 2006 

Total realized gains on sales, net of hedging losses

  $24.7  $39.9   $41.3  $24.7 

Total realized losses on sales, net of hedging gains

   (44.1)  (8.0)   (37.5)  (44.1)

Other-than-temporary and other investment impairments

   (4.0)  (9.9)   (19.5)  (4.0)

Credit default swaps

   (0.3)  (2.4)   (1.8)  (0.3)

Periodic net coupon settlements on non-qualifying derivatives

   1.0   (0.3)   0.9   1.0 

Other derivatives

   6.0   1.9    3.0   6.0 
              

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

  $(16.7) $21.2 

Net realized losses on investments, hedging instruments and hedged items1

  $(13.6) $(16.7)
              

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 six months ended June 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:

 

            June 30, 2006 

(in millions)

  

Fair value

at sale

(proceeds)

  

YTD

loss on

sale

  

YTD

write-downs

  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.   170.2   (3.5)  —     709.6   24.3 
U.S. government securities that were sold at a loss in 2006. No impairment is necessary on the remaining holdings.   50.2   (1.5)  —     194.9   2.9 
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)  —     131.5   (8.6)
A service company that provides electronic commerce and payment services for businesses and consumers worldwide. 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)  —     6.8   (0.4)
                     

Total

  $295.1  $(9.0) $—    $1,042.8  $18.2 
                     
            June 30, 2007 

(in millions)

  

Fair value

at sale

(proceeds)

  

YTD

loss on

sale

  

YTD

write-downs

  Holdings1  

Net

unrealized

gain (loss)

 

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

  $628.7  $(13.7) $—    $469.8  $33.4 

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)  —     190.8   (7.6)

Ownership interests in a company that primarily provides financial services to small businesses. An impairment was recognized in the second quarter of 2007.

   7.2   (0.2)  (3.5)  27.1   (0.3)

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

   2.8   (0.1)  (1.7)  4.4   —   

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)  0.2   0.2 
                     

Total

  $706.0  $(16.0) $(15.8) $692.3  $25.7 
                     

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 passuwith 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 RISKQuantitative 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 PROCEDURESControls 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 other changes during the Company’s second 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 PROCEEDINGSLegal 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 FACTORSRisk 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 PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds

Omitted due to reduced disclosure format.

ITEM 3 DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities

Omitted due to reduced disclosure format.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSSubmission of Matters to a Vote of Security Holders

Omitted due to reduced disclosure format.

ITEM 5 OTHER INFORMATIONOther Information

None.

ITEM 6 EXHIBITSExhibits

 

18.1

Letter regarding change in accounting principle related to accrued legal expenses

 

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: August 3, 20062, 2007

 

/s/ Timothy G. Frommeyer

 

Timothy G. Frommeyer,

Senior Vice President Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)

 

4749