8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2006

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

IN RESPECT OF NML VARIABLE ANNUITY ACCOUNT A

AND NML VARIABLE ANNUITY ACCOUNT C

(Exact name of registrant as specified in its charter)

Wisconsin	333-72913 and 2-89905-01	39-0509570
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

720 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN 53202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (414) 271-1444

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On January 26, 2006, The Northwestern Mutual Life Insurance Company issued a press release announcing its financial results for the year ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information is furnished under Item 2.02 of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 26, 2006

SIGNATURES

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 hereunto duly authorized.

	THE NORTHWESTERN MUTUAL LIFE
	INSURANCE COMPANY IN RESPECT OF
	NML VARIABLE ANNUITY ACCOUNT A AND
	NML VARIABLE ANNUITY ACCOUNT C
Dated: January 27, 2006	By:	/s/ Gary A. Poliner
		Gary A. Poliner
		Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 26, 2006

EX-99.1

Exhibit 99.1

[Northwestern Mutual Logo]

FOR IMMEDIATE RELEASE
	For further information, contact:
	Jean Towell, 1-800-323-7033
	mediarelations@northwesternmutual.com

NORTHWESTERN MUTUAL REPORTS 2005 RESULTS

COMPANY ACHIEVES EXCELLENT OPERATING RESULTS AND SURPLUS GROWTH

MILWAUKEE, WI (JANUARY 26, 2006) – Northwestern Mutual announced strong financial results for 2005, with nearly $5 billion in operating gains before dividends and taxes and a record total surplus position at year-end of $12.9 billion. The company expects to again lead its industry in total individual life and disability insurance dividends, with an estimated payout of $4.3 billion for 2006.

“It was an exceptional year — financially, we’ve never been stronger,” said Northwestern Mutual President and CEO Ed Zore. “Our surplus position reached all-time highs on both an absolute and relative basis, our corporate operations remained extremely efficient and our investment results were excellent. As a mutual company, these exceptional financial results bolster our financial strength and enable us to deliver solid long-term product value to our clients and policyowners.”

The company highlighted the following 2005 financial results:

• Total surplus, including asset valuation reserve, increased 12.4 percent to $12.9 billion from $11.5 billion at the end of 2004. The ratio of total surplus to general account insurance reserves at the end of 2005 was 13.8 percent, compared to 13.2 percent at the end of the previous year.

• Gains before dividends and taxes of $4.9 billion rose 10 percent over 2004, a reflection of significant growth in net investment earnings and continued excellent mortality and morbidity experience on its life insurance and disability insurance products, respectively. After dividends and taxes, the company achieved net gains from operations of $614 million in 2005.

• Dividends to participating policyowners of an estimated $4.3 billion have been approved for 2006, including a 7.5 percent dividend interest rate to be credited on most unborrowed life insurance funds.

• Life insurance in force reached $930.5 billion, an increase of more than 7 percent from year-end 2004.

• Consolidated assets under management (Northwestern Mutual statutory assets and Russell Investment Group third party assets under management) reached $288 billion, an increase of 13 percent.

“To maintain our outstanding operating results and financial strength year after year, it’s important to focus on the fundamentals,” explained Zore, “and in 2005, our fundamentals were excellent.” The operating fundamentals cited by Zore, which the company credits as factors responsible for the financial performance in 2005, include:

• Balanced investment strategy, featuring a high-quality, diversified fixed income and equity portfolio, managed with a view toward superior long-term results.

• Disciplined underwriting, with an emphasis on well-designed products and careful assessment of insurance risk.

• Rigorous expense management, including an emphasis on operating efficiency in its corporate operations. The company’s cost structure also benefits from the productivity of its professional, well-trained and efficient career agency distribution system.

• Strong policyowner satisfaction, as evidenced by the company’s strong persistency rate of 96.4 percent for life insurance in-force, which is expected to remain among the highest in the industry.

The record surplus position at year-end 2005 was aided by the performance of the company’s investment portfolio. Net investment income increased 7 percent to more than $6.5 billion in 2005, attributable to 7 percent growth in invested assets and distributions from partnerships and joint ventures, offset in part by lower book yields on fixed income investments. Investment results also contributed $653 million of net realized and unrealized capital gains to surplus during 2005.

Total insurance premium revenue, including new and renewal premiums, increased to $11.4 billion, up more than 6 percent. New life insurance premium revenue was $1.1 billion for 2005, down 6 percent from 2004 due to a record amount of new single-premium bank-owned life insurance sold in 2004.

Sales growth for other risk protection products was strong during 2005. New premium revenue for the company’s Long-Term Care product increased 15 percent to $22 million, while new premium revenue for Disability Income (individual and group DI) increased nearly 7 percent to $155 million.

New premiums and deposits for annuity contracts totaled $997 million, a 26 percent increase over last year. Sales of mutual funds by financial representatives registered with Northwestern Mutual Investment Services, LLC were $6.3 billion, a 12 percent increase over 2004.

The Northwestern Mutual Life Insurance Company, Milwaukee, WI (Northwestern Mutual), the nation’s largest direct provider of individual life insurance, according to statistics compiled from A. M. Best data, has always received the best possible insurance financial strength ratings from Standard & Poor’s, Fitch Ratings, A. M. Best and Moody’s. For 22 years, a FORTUNE magazine survey has named Northwestern Mutual “Most Admired” in its industry. The company has also been recognized as one of the “50 Best Companies to Sell For,” by Selling Power magazine (2005).

The company, its subsidiaries and affiliates are also providers of annuities, mutual funds, long-term care insurance, disability income insurance and employee benefit services to the group employee and executive markets. These products and services are distributed through the Northwestern Mutual Financial Network and its financial representatives. Among its affiliated companies are those that comprise the Russell Investment Group, which provide investment management and advisory services; Northwestern Mutual Investment Services, LLC (NMIS), the securities brokerage firm; and Northwestern Mutual Wealth Management Company, a limited purpose federal savings bank and a registered investment adviser. A subsidiary, Northwestern Long Term Care Insurance Company, offers long-term care insurance. Further information on Northwestern Mutual can be found at: www.nmfn.com.

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Summary of Operations and Changes in Surplus

(Consolidated statutory basis, in millions)*

Year ended December 31:	2005		2004
Premiums	$	11,363	$	10,682
Net investment income		6,543		6,117
Other income		494		511
Total revenue		18,400		17,310
Policyowner benefits		4,577		4,487
Increase in benefit reserves		7,109		6,603
Commissions and expenses		1,774		1,741
Total benefits and expenses		13,460		12,831
Gain before dividends and taxes		4,940		4,479
Policyowner dividends		4,269		3,880
Gain before taxes		671		599
Income tax expense (benefit)		57		(124	)
Net gain from operations		614		723
Net realized capital gains		310		94
Net income		924		817
Change in net unrealized capital gains		343		645
Change in asset valuation reserve		27		12
Other surplus changes		153		(87	)
Net increase in surplus	$	1,447	$	1,387

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Summary of Financial Position

(Consolidated statutory basis, in millions)*

December 31:	2005		2004
Bonds and cash	$	68,023	$	63,879
Mortgage loans		18,118		17,240
Policy loans		10,265		9,750
Common and preferred stocks		8,120		7,414
Real estate		1,620		1,619
Other investments		6,935		5,774
Total investments		113,081		105,676
Other assets		4,223		3,963
Separate account assets		15,753		14,318
Total assets	$	133,057	$	123,957
Policy benefit reserves	$	94,144	$	87,588
Policyowner dividends		4,270		3,910
Asset valuation reserve		2,529		2,556
Other liabilities		5,980		6,651
Separate account liabilities		15,753		14,318
Total liabilities		122,676		115,023
Surplus		10,381		8,934
Total liabilities and surplus	$	133,057	$	123,957

* The accompanying financial information is based on accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (“statutory basis of accounting”). Financial statements prepared on the statutory basis of accounting differ materially from financial statements prepared in accordance with generally accepted accounting principles (“GAAP”).

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