Registration No. 333-36865
Registration No. 811-3989
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ¨ | |
| Pre-Effective Amendment No. | ¨ | |
| Post-Effective Amendment No. 14 | x | |
| and/or | ||
| REGISTRATION STATEMENT UNDER THE INVESTMENT | ||
| COMPANY ACT OF 1940 | ¨ | |
| Amendment No. 13 | x | |
| (Check appropriate box or boxes.) | ||
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(Exact Name of Registrant)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(Name of Depositor)
| 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 |
| (Address of Depositor’s Principal Executive Offices) (Zip Code) |
Depositor’s Telephone Number, including Area Code 414-271-1444
ROBERT J. BERDAN, Vice President, General Counsel and Secretary
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
Copy to:
Michael J. Mazza, Counsel
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
414-665-2052
Approximate Date of Proposed Public Offering Continuous
It is proposed that this filing will become effective (check appropriate space)
| ¨ | immediately upon filing pursuant to paragraph (b) of Rule 485 |
| ¨ | on (DATE) pursuant to paragraph (b) of Rule 485 |
| ¨ | 60 days after filing pursuant to paragraph (a)(1) of Rule 485 |
| x | on May 1, 2006 pursuant to paragraph (a)(1) of Rule 485 |
| ¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
May 1, 2006
VARIABLE
Executive
Life
Flexible Premium Variable
Life Insurance Policy
Prospectuses
Variable Executive Life
Northwestern Mutual Series Fund, Inc.
Fidelity®VIP Mid Cap Portfolio
Russell Investment Funds
www.northwesternmutual.com
The Northwestern Mutual
Life Insurance Company
34-1011 (REV 0506)
Prospectus
May 1, 2006
Variable Executive Life
Issued by The Northwestern Mutual Life Insurance Company
and Northwestern Mutual Variable Life Account
This prospectus describes a flexible premium Variable Life Insurance Policy (the “Policy”). You may choose to invest your Net Premiums in one or more divisions, each of which invests in one of the corresponding portfolios/funds listed below:
| Northwestern Mutual Series Fund, Inc. | ||
| Small Cap Growth Stock Portfolio | Large Cap Core Stock Portfolio | |
| T. Rowe Price Small Cap Value Portfolio | Capital Guardian Domestic Equity Portfolio | |
| Aggressive Growth Stock Portfolio | T. Rowe Price Equity Income Portfolio | |
| International Growth Portfolio | Index 500 Stock Portfolio | |
| Franklin Templeton International Equity Portfolio | Asset Allocation Portfolio | |
| AllianceBernstein Mid Cap Value Portfolio | Balanced Portfolio | |
| Index 400 Stock Portfolio | High Yield Bond Portfolio | |
| Janus Capital Appreciation Portfolio | Select Bond Portfolio | |
| Growth Stock Portfolio | Money Market Portfolio | |
| Fidelity® Variable Insurance Products Fund III | ||
| Mid Cap Portfolio | ||
| Russell Investment Funds | ||
| Multi-Style Equity Fund | Core Bond Fund | |
| Aggressive Equity Fund | Real Estate Securities Fund | |
| Non-U.S. Fund | ||
Please note that the Policy and the portfolios/funds are not guaranteed to achieve their goals
and are not federally insured. The Policy and the portfolios/funds have not been endorsed by any bank or government agency and are subject to risks, including loss of the principal amount invested.
Please read carefully this prospectus and the accompanying
prospectuses for the corresponding portfolios/funds and
keep them for future reference. These prospectuses
provide information that you should know before
investing in the Policy.
You should rely only on the information contained in these prospectuses.
No person is authorized to make any representation in connection
with the offering of the Policy other than those contained in these prospectuses.
The Securities and Exchange Commission has not approved or disapproved
the Policy or determined that this prospectus is accurate or complete.
It is a criminal offense to state otherwise.
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PROSPECTUS
Variable Executive Life
| · | Flexible Premium Variable Life Insurance Policy |
The following summary identifies some of the benefits and risks of the Policy. It omits important information which is included elsewhere in this prospectus, in the attached mutual fund prospectuses and in the terms of the Policy.
Death Benefit The primary benefit of your Policy is the life insurance protection that it provides. The Policy offers a choice of three death benefit options: Specified Amount (Option A); Specified Amount Plus Policy Value (Option B)—The Policy Value is the cumulative amount invested less withdrawals, adjusted for investment results and interest on Policy debt, reduced by the charges for insurance and other expenses; or Specified Amount Plus Premiums Paid (Option C). You select the Specified Amount when you purchase the Policy. In addition, we will increase the death benefit under any of the Options if necessary to meet the definitional requirements for life insurance for federal income tax purposes.
Access to Your Values You may surrender your Policy for the Cash Value at any time during the lifetime of the insured. You may make a withdrawal of Policy Value. You may borrow up to 90% of the Policy Value using the Policy as security.
Flexibility You may select the death benefit option and Specified Amount subject to our availability limits. You control the amount and timing of premium payments, within limits. After a Policy is issued you may change the death benefit option, or increase or decrease the Specified Amount subject to our approval. You may direct the allocation of your premiums and apportion the Northwestern Mutual Variable Life Account (“Account”) assets supporting your Policy among the 24 divisions of the Account. Subject to certain limits, you may transfer accumulated amounts from one division to another.
Right to Return Policy You may return the Policy for a refund within 45 days after you sign the application for insurance, or within 10 days (or later where required by state law) after you receive the Policy. The amount of your refund will depend on state law.
Tax Benefits You are generally not taxed on your Policy’s investment gains until you surrender the Policy or make a withdrawal.
Investment Risk Your Policy allows you to participate in the investment experience of the Account divisions you select. You bear the corresponding investment risks. You will be subject to the risk that the investment performance of the divisions will be unfavorable and that, due both to the unfavorable performance and the resulting higher insurance charges, the Cash Value will decrease. You could lose everything you invest. You may find a comprehensive discussion of these risks in the attached mutual fund prospectuses. You will also be subject to the risk that the investment performance of the divisions you choose may be less favorable than that of other divisions, and in order to keep the Policy in force, you may be required to pay more premiums than originally planned.
Policy for Long-Term Protection Your Policy is designed to serve your need for long-term life insurance protection. It is not a suitable vehicle for short-term goals. We have not designed the Policy for frequent trading.
Policy Lapse Your Policy will lapse if you do not pay sufficient premium to keep it in force. Favorable investment experience will reduce the amount of premium you need to pay to keep the Policy in force, but we do not guarantee investment experience. Policy loans or withdrawals of Policy Value may increase the premium required to keep the Policy in force.
Policy Loan Risks A loan, whether or not repaid, will affect your Policy Value and Cash Value over time because the amounts borrowed do not participate in the investment performance of the divisions. The effect may be either favorable or unfavorable, depending on whether the earnings rate credited to the loan amount is higher or lower than the investment performance of the unborrowed amounts left in the divisions of the Account. The death benefit is reduced by the amount of any Policy debt outstanding. If you surrender the Policy or allow it to lapse while Policy debt is outstanding, the amount of the loan, to the extent it has not previously been taxed, will be considered as an amount you received and taxed accordingly.
Limitations on Access to Your Values A withdrawal of Policy Value may not reduce the loan value to less than any Policy debt outstanding. A withdrawn amount may not reduce the Specified Amount to less than the minimum amount we would issue at the time of the withdrawal. Following a
Variable Executive Life Prospectus
1
withdrawal, the remaining Policy Value, less any Policy debt outstanding, must be at least three times the current monthly charges for the cost of insurance and other expenses. The minimum amount for a withdrawal is $250. A withdrawal of Policy Value will reduce the death benefit.
Adverse Tax Consequences Our understanding of the principal tax considerations for the Policy under current tax law is set forth in this prospectus. There are areas of some uncertainty under current law, and we do not address the likelihood of future changes in the law or interpretations thereof. Among other risks, your Policy may become a modified endowment contract if the cumulative premium you pay exceeds a defined limit; surrenders, withdrawals and loans under the Policy will then be taxable as ordinary income to the extent there are earnings in the Policy, and a 10% penalty may apply to these distributions. In addition, excessive Policy loans could cause a Policy to terminate with insufficient value to pay the tax due upon termination.
Risk of an Increase in Current Fees and Expenses Certain fees and expenses are currently assessed at less than their maximum levels. We may increase these current charges in the future up to the guaranteed maximum levels. If fees and expenses are increased, you may need to increase the amount and/or frequency of premiums to keep the Policy in force.
The following tables describe the fees and expenses that are payable when a Policy is bought, owned, or surrendered. See “Charges and Expenses” for a more detailed description.
The first table describes the fees and expenses that are payable when you pay premiums, transfer amounts between the Account divisions, make a withdrawal, change the Specified Amount or change the death benefit option. See “Charges and Expenses” for a more detailed description.
| Charge | When Charge is Deducted |
Current Charge | Maximum Guaranteed Charge | |||||
| State Premium Tax Charge | Upon each premium payment | 2.35% of the premium | 3.6% of the premium (includes both “State Premium Tax Charge” and “OBRA Expense Charge”) | |||||
| OBRA Expense Charge** | Upon each premium payment | 1.25% of the premium | ||||||
| Sales Load | Upon each premium payment | Up to 15% of Target Premium for the first Policy year; up to 6.8% for Policy years 2-6; up to 3% thereafter(a) | Same as current amount | |||||
| Fee for Transfer of Assets, Withdrawals or Change of Specified Amount | When you make more than 12 transfers of assets among the Account divisions in a Policy year, make withdrawals or change the Specified Amount more than once in a Policy year | Currently waived | $25 | |||||
| Fee for Change in the Death Benefit Option | Upon a change in the death benefit option | Currently waived | $250 |
| ** | Due to a 1990 federal tax law change under the Omnibus Budget Reconciliation Act of 1990 (“OBRA”), as amended, insurance companies are generally required to capitalize and amortize certain acquisition expenses rather than currently deducting such expenses. Due to this capitalization and amortization, the corporate income tax burden on insurance companies has been affected. We make a charge of up to 1.25% against each premium payment to compensate us for corporate taxes. |
2
Variable Executive Life Prospectus
Periodic Charges Other than Portfolio Operating Expenses
The next table describes the fees and expenses, other than operating expenses for the Portfolios, that you will pay periodically during the time that you own the Policy. See “Charges and Expenses” for a more detailed description.
| Charge | When Charge is Deducted |
Current Charge | Maximum Guaranteed Charge | |||
| Monthly Policy Charge—Cost of Insurance Charge(b) | Monthly, on each monthly processing date | $0.37 (minimum)—$924.39 (maximum) per year per $1,000 of net amount at risk (for a sex neutral insured age 45 in the guaranteed issue non-tobacco risk classification, the current cost of insurance rate is $0.90 per year per $1,000 of net amount at risk) | $0.95 (minimum)—$1,000 (maximum) per year per $1,000 of net amount at risk (for a sex neutral insured age 45 in the guaranteed issue non-tobacco risk classification, the maximum cost of insurance rate is $3.26 per year per $1,000 of net amount at risk) | |||
| Monthly Policy Charge—Mortality and Expense Risk Charge | Monthly, on each monthly processing date | 0.60% annually of Policy Value, less any Policy debt (monthly rate of 0.05000%) for the first ten Policy years and 0.17% (monthly rate of 0.01417%) thereafter.(c) | 0.90% annually (monthly rate of 0.07500%) | |||
| Monthly Policy Charge—Administrative Charge | Monthly, on each monthly processing date | $180 annually ($15 monthly) for the first Policy year; $60 annually ($5 monthly) thereafter | $180 annually ($15 monthly) for the first Policy year; $120 annually ($10 monthly) thereafter | |||
| Charge for Expenses and Taxes Associated with Any Policy Debt(d) | Monthly, on each monthly processing date | 0.75% annually of Policy debt (monthly rate of 0.06250%) for the first ten Policy years; 0.20% annually (monthly rate of 0.01667%) thereafter | 2% annually (monthly rate of 0.16667%) |
| (a) | The sales load in Policy years 1-6 is applied to the premiums paid up to the Target Premium. All other premiums are charged a 3% sales load. The initial Target Premium is generally based on a modified endowment contract seven-pay limit for the initial Specified Amount and the issue age and sex of the insured. Increases and decreases in the Specified Amount will be reflected in the Target Premium. |
| (b) | The cost of insurance rates shown in the table may not be representative of the charge that a particular Policy Owner may pay. For information about the cost of insurance rate for your particular situation you may request a personalized illustration from your Northwestern Mutual Network Representative. The cost of insurance charge is determined by multiplying the net amount at risk by the cost of insurance rate. The net amount at risk is equal to the death benefit currently in effect less the Policy Value. The cost of insurance rate reflects the issue age, sex and risk classification of the insured, Policy date, Policy duration and presence of the Cash Value Amendment if this applies. |
| (c) | For Policies without the Cash Value Amendment the charge for Policy years eleven and later is 0.15% annually (monthly rate of 0.01250%). |
| (d) | The charge is applied to the Policy debt. We add unpaid interest to the amount of the loan. Interest on a Policy loan accrues and is payable on a daily basis at an annual effective rate of 5%. The amount of the Policy loan will be transferred from the Account divisions to our general account and credited on a daily basis with an annual earnings rate equal to the 5% Policy loan interest rate. |
Range of Total Annual Portfolio Operating Expenses
The table below shows the minimum and maximum total operating expenses (including investment advisory fees, distribution (12b-1) fees, and other expenses) of the Portfolios of the underlying Funds that you may pay periodically during the time that you own the Policy. The first line of the table lists expenses that do not reflect fee waivers or expense limits and reimbursements. The information is based on operations for the year ended December 31, 2005. More details concerning these fees and expenses are contained in the attached prospectuses for the Funds.
| Minimum |
Maximum | |||
| Range of Total Annual Portfolio Operating Expenses (expenses include investment advisory fees, distribution (12b-1) fees, and other expenses as a percentage of average underlying Fund assets)* |
0.20% | 1.26% | ||
| Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement** |
0.20% | 1.15% |
| * | For certain Portfolios, certain expenses were reimbursed or fees waived during 2005. It is anticipated that these voluntary expense reimbursement and fee waiver arrangements will continue past the current year, although they may be terminated at any time. After taking into account these arrangements and any contractual fee waiver or expense reimbursement arrangements, Annual Portfolio operating expenses would have ranged from a minimum of 0.20% to a maximum of 1.12%. |
| ** | The “Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement” line in the above table shows the minimum and maximum fees and expenses charged by any of the Portfolios that have contractual fee waiver or reimbursement arrangements in place. Those contractual arrangements are designed to reduce total annual portfolio operating expenses for Owners and will continue for at least one year from the date of this prospectus. For more information about which Portfolios currently have such contractual reimbursement or fee waiver arrangements in place, see the prospectuses of the underlying Funds. |
Variable Executive Life Prospectus
3
The Northwestern Mutual Life Insurance Company is a mutual life insurance company organized by a special act of the Wisconsin Legislature in 1857. It is licensed to conduct a conventional life insurance business in the District of Columbia and in all states of the United States. The total assets of Northwestern Mutual exceed $132 billion. Northwestern Mutual sells life and disability insurance policies and annuity contracts through its own field force. Our Home Office is at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
“Northwestern Mutual,” “we,” “us” and “our” in this prospectus mean The Northwestern Mutual Life Insurance Company.
We established Northwestern Mutual Variable Life Account by action of our Trustees on November 23, 1983, in accordance with the provisions of Wisconsin insurance law. Under Wisconsin law the income, gains and losses, realized or unrealized, of the Account are credited to or charged against the assets of the Account without regard to our other income, gains or losses.
Northwestern Mutual is obligated to pay all amounts promised to Policy Owners, subject to the terms and conditions of the Policy. Furthermore, the portion of Account assets equal to policy reserves and liabilities will not be used to pay any liabilities of Northwestern Mutual, other than those arising from variable life insurance policies, although Northwestern Mutual does reserve the right to transfer Account assets in excess of this amount out of the Account. Amounts that we might transfer from the Account include payments of periodic charges to the Company such as those shown in the Fee and Expense Tables and such other amounts as permitted by applicable law.
The Account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. This registration does not involve supervision of management or investment practices or policies. The Account has twenty-four divisions. All of the assets of each division are invested in shares of a corresponding Portfolio of one of the Funds described below.
Each of Northwestern Mutual Series Fund, Inc, Fidelity® Variable Insurance Products Fund III, and the Russell Investment Funds is a mutual fund of the series type registered under the Investment Company Act of 1940 as an open-end management investment company (“Funds”). The Account buys shares of the series of the Funds identified below (“Portfolios”) at their respective net asset values without sales charge. The Portfolios are available for investment only by separate accounts supporting variable insurance products and are not publicly traded. Their performance can differ substantially from publicly traded mutual funds with similar names. The specific Portfolios available under your Policy may change from time to time, and not all Portfolios in which assets of the Account are invested may be available under your Policy.
The investment objectives and types of investments for each Portfolio are set forth below. There can be no assurance that the Portfolios will realize their objectives. For more information about the investment objectives and policies, the attendant risk factors and expenses for each of the Portfolios described below, see the attached prospectuses. Read the prospectuses carefully before you invest.
Northwestern Mutual Series Fund, Inc.
The investment adviser for the Northwestern Mutual Series Fund is Mason Street Advisors, LLC (“MSA”), our wholly-owned company. The investment advisory agreements for the respective Portfolios provide that MSA will provide services and bear certain expenses of the Fund. MSA employs a staff of investment professionals to manage the assets of the Fund and the other advisory clients of MSA. We provide related facilities and personnel, which MSA uses in performing its investment advisory functions. MSA has retained Templeton Investment Counsel, LLC, Capital Guardian Trust Company, T. Rowe Price Associates, Inc., Alliance Capital Management L.P. and Janus Capital Management LLC under investment sub-advisory agreements to provide investment advice to the Portfolios bearing their names or derivatives thereof.
4
Variable Executive Life Prospectus
| Portfolio | Investment Objective | Sub-adviser (if applicable) | ||
| Small Cap Growth Stock Portfolio |
Long-term growth of capital |
|||
| T. Rowe Price Small Cap Value Portfolio |
Long-term growth of capital |
T. Rowe Price Associates, Inc. | ||
| Aggressive Growth Stock Portfolio |
Long-term growth of capital |
|||
| International Growth Portfolio |
Long-term growth of capital |
|||
| Franklin Templeton International Equity Portfolio | Long-term growth of capital |
Templeton Investment Counsel, LLC | ||
| AllianceBernstein Mid Cap Value Portfolio |
Long-term growth of capital; current income is a secondary objective | Alliance Capital Management L.P. | ||
| Index 400 Stock Portfolio |
Investment results that approximate the performance of the Standard & Poor’s MidCap 400® Index | |||
| Janus Capital Appreciation Portfolio |
Long-term growth of capital |
Janus Capital Management LLC | ||
| Growth Stock Portfolio |
Long-term growth of capital |
|||
| Large Cap Core Stock Portfolio |
Long-term growth of capital and income |
|||
| Capital Guardian Domestic Equity Portfolio |
Long-term growth of capital and income |
Capital Guardian Trust Company | ||
| T. Rowe Price Equity Income Portfolio |
Long-term growth of capital and income |
T. Rowe Price Associates, Inc. | ||
| Index 500 Stock Portfolio |
Investment results that approximate the performance of the S&P 500® Index | |||
| Asset Allocation Portfolio |
To realize as high a level of total return as is consistent with reasonable investment risk | |||
| Balanced Portfolio |
To realize as high a level of total return as is consistent with prudent investment risk | |||
| High Yield Bond Portfolio |
High current income and capital appreciation | |||
| Select Bond Portfolio |
To realize as high a level of total return as is consistent with prudent investment risk; a secondary objective is to seek preservation of shareholders’ capital | |||
| Money Market Portfolio |
Maximum current income consistent with liquidity and stability of capital* |
| * | Although the Money Market Portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in the Money Market Portfolio. An investment in a money market portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. During extended periods of low interest rates, the yield of a money market portfolio may also become extremely low and possibly negative. |
Variable Executive Life Prospectus
5
Fidelity® Variable Insurance Products Fund III
The Fidelity® VIP Mid Cap Portfolio is a series of Variable Insurance Products Fund III. The Account buys Service Class 2 shares of the Fidelity® VIP Mid Cap Portfolio, the investment adviser for which is the Fidelity Management & Research Company.
| Portfolio | Investment Objective | |
| VIP Mid Cap Portfolio | Long-term growth of capital |
The assets of each of the Portfolios comprising the Russell Investment Funds are invested by one or more investment management organizations researched and recommended by Frank Russell Company (“Russell”), and an affiliate of Russell, Frank Russell Investment Management Company (“FRIMCo”). FRIMCo also advises, operates, and administers the Russell Investment Funds. Russell is our majority-owned subsidiary. Effective on or about July 1, 2006, FRIMCo is expected to change its name to Russell Investment Management Company.
| Portfolio | Investment Objective | |
| Multi-Style Equity Fund | Long-term growth of capital | |
| Aggressive Equity Fund | Long-term growth of capital | |
| Non-U.S. Fund | Long-term growth of capital | |
| Core Bond Fund | Current income and the preservation of capital | |
| Real Estate Securities Fund | Current income and long-term growth of capital |
We receive compensation from certain investment advisers and/or administrators (and/or affiliates thereof) of the Funds in connection with administrative and record-keeping services we provide to the Funds. Such compensation may range up to 0.10% and is based on assets of the particular Portfolios attributable to the Contract. Some advisers or administrators may pay us more than others. Northwestern Mutual Investment Services, LLC, our wholly owned broker-dealer, also receives 12b-1 fees deducted from certain Funds’ Portfolio assets and additional payments from the Funds’ distributors or their affiliates for providing certain distribution-related services for those Portfolios. For additional information, see the prospectuses of the underlying Funds.
We have designed the Variable Executive Life Policy for use with non-tax qualified executive benefit plans. We offer the Policy for use with corporate-sponsored plans where the first year premium for the plan will be at least $25,000. In addition, we offer this Policy where no corporate sponsor is involved and the first year premium for each Policy will be at least $25,000. We will permit exceptions in some cases and additional requirements may apply. Each case must be approved at our Home Office.
The Policy permits you to pay premiums at any time before the Policy anniversary that is nearest the insured’s 95th birthday and in any amounts within the limits described in this section.
We use the Specified Amount you select when you purchase the Policy to determine the minimum initial premium. The minimum initial premium varies with the issue age and sex of the insured.
We use the Target Premium to determine the sales load. The initial Target Premium is generally based on the modified endowment contract seven-pay limit for the initial Specified Amount and the age and sex of the insured. Increases and decreases in Specified Amount will be reflected in the Target Premium.
After a Policy is issued, there are no minimum premiums, except that we will not accept a premium of less than $25. The Policy will remain in force during the insured’s lifetime so long as the Policy Value, less the amount of any Policy debt, is sufficient to pay the monthly cost of insurance charge and other current charges.
The Policy sets no maximum on premiums, but we will accept a premium that would increase the net amount at risk only if the insurance, as increased, will be within our issue limits, the insured meets our insurability requirements and we receive the premium prior to the anniversary nearest the insured’s 75th birthday. We will not accept a premium if it would disqualify the Policy as life insurance for federal income tax purposes. We will accept a premium, however, even if it would cause the Policy to be classified as a modified endowment contract. (See “Tax Considerations.”)
We accept premium payment by various means, including check and electronic funds transfer (EFT). If mandated under applicable law, we may be required to reject a premium payment. We may also be required to provide information about you and your account to government regulators.
The Policy Value is the cumulative amount invested, less withdrawals, adjusted for daily investment results and interest on Policy debt, reduced by the charges for insurance and other expenses.
If we receive proof of death on or before the close of trading for the New York Stock Exchange (typically, 4:00pm Eastern Time), we will determine the Policy Value using same-day pricing. If we receive proof of death after the close of trading on the New York Stock Exchange, we will determine the Policy Value based on the value of the units in the divisions determined at the close of the next regular trading session of the New York Stock Exchange.
Death Benefit Options The Policy provides for three death benefit options:
Specified Amount (Option A)
Specified Amount Plus Policy Value (Option B) See “Policy Value” above.
Specified Amount Plus Premiums Paid (Option C)
You select the Specified Amount when you purchase the Policy and, subject to our approval, you may make changes upon written request. Changes will be effective on the first monthly processing date following receipt of your request in our Home Office.
Under any of the death benefit options, the death benefit will be equal to the Policy Value at all times on and after the Policy anniversary nearest the 100th birthday of the insured.
Death benefits will be paid on the death of the insured while the Policy is in force. The amount payable will be reduced by the amount of any Policy debt. Subject to the terms and conditions of the Policy, the proceeds will be paid to a beneficiary or other payee after proof of the death of the insured is received in our Home Office. The amount of proceeds will be determined as of the date of death. We will pay interest on the proceeds from that date until payment is made.
Minimum Death Benefit The Minimum Death Benefit is the amount required to maintain the Policy as life insurance for Federal income tax purposes. Under any of the death benefit options, we will increase the death benefit if necessary to meet this requirement.
6
Variable Executive Life Prospectus
A Policy must satisfy one of two testing methods to qualify as life insurance for federal income tax purposes. You may choose either the Guideline Premium/Cash Value Corridor Test or the Cash Value Accumulation Test. Both tests require the Policy to meet minimum ratios, or multiples, of death benefit to the Policy Value. The minimum multiple decreases as the age of the insured advances. You make the choice of testing methods when you purchase a Policy and it may not be changed. For the Guideline Premium/Cash Value Corridor Test the minimum multiples of death benefit to the Policy Value are shown in the following table.
Guideline Premium/Cash Value
Corridor Test Multiples
| Attained Age |
Policy Value % | |
| 40 or under |
250 | |
| 41 |
243 | |
| 42 |
236 | |
| 43 |
229 | |
| 44 |
222 | |
| 45 |
215 | |
| 46 |
209 | |
| 47 |
203 | |
| 48 |
197 | |
| 49 |
191 | |
| 50 |
185 | |
| 51 |
178 | |
| 52 |
171 | |
| 53 |
164 | |
| 54 |
157 | |
| 55 |
150 | |
| 56 |
146 | |
| 57 |
142 | |
| 58 |
138 | |
| 59 |
134 | |
| 60 |
130 | |
| 61 |
128 | |
| 62 |
126 | |
| 63 |
124 | |
| 64 |
122 | |
| 65 |
120 | |
| 66 |
119 | |
| 67 |
118 | |
| 68 |
117 | |
| 69 |
116 | |
| 70 |
115 | |
| 71 |
113 | |
| 72 |
111 | |
| 73 |
109 | |
| 74 |
107 | |
| 75-90 |
105 | |
| 91 |
104 | |
| 92 |
103 | |
| 93 |
102 | |
| 94 |
101 | |
| 95 or over |
100 |
For the Cash Value Accumulation Test the minimum multiples of death benefit to the Policy Value are calculated using net single premiums based on the attained age of the insured and the Policy’s underwriting classification, using a 4% interest rate.
The Guideline Premium/Cash Value Corridor Test has lower minimum multiples than the Cash Value Accumulation Test, usually resulting in better Cash Value accumulation for a given amount of premium and Specified Amount. This is because the Guideline Premium/Cash Value Corridor Test generally requires a lower death benefit and therefore a lower cost of insurance charge. But the Guideline Premium/Cash Value Corridor Test limits the amount of premium that may be paid in each Policy year. The Cash Value Accumulation Test has no such annual limitation, and allows more premium to be paid during the early Policy years.
Death Benefit Changes After we issue a Policy you may change the death benefit option, or increase or decrease the Specified Amount, subject to our approval. Changes are subject to insurability requirements and issue limits. We will not permit a change if it results in a Specified Amount less than the minimum for a new Policy that we would issue on that date.
A change in the death benefit option, or an increase or decrease in the Specified Amount, will be effective on the monthly processing date next following receipt of a written request at our Home Office.
Administrative charges of up to $250 for a change in the death benefit option, and up to $25 per change for more than one change in the Specified Amount in a Policy year, may apply. We will deduct any such charges from the Policy Value. We are currently waiving these charges.
A change in the death benefit option, or an increase or decrease in the Specified Amount, may have important tax effects. (See “Tax Considerations.”) The cost of insurance charge will increase if a change results in a larger net amount at risk. (See “Charges Against the Policy Value.”)
We place the initial net premium in the Account on the date we approve the issuance of the Policy. During underwriting, pursuant to the Policy, we credit interest at a money-market rate and apply that amount of interest, along with the initial net premium, to the Account on the date we approve the issuance of the Policy. Net premiums you pay thereafter are placed in the Account on the date we receive them at our Home Office, provided the net premiums are received in good order prior to the close of trading (typically, 4:00pm Eastern Time) on the New York Stock Exchange for that day. We will process these premiums based upon the value of the units in the divisions of the Account as of the close of the regular trading session of the New York Stock Exchange. If we receive the premiums after the close of trading, we will process the premiums using the value of the units in the
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divisions determined at the close of the next regular trading session of the New York Stock Exchange. Net premiums are premiums less premium expense charges. (See “Premium Expense Charges.”)
We invest premiums we place in the Account prior to the initial allocation date in the Money Market Division of the Account. If you pay the initial premium and we issue the Policy as applied for, the initial allocation date is identified in the Policy and is the date the application is approved. Otherwise the initial allocation date is the later of the date we receive the initial premium at our Home Office or the date the Policy is delivered to the owner. A different initial allocation date applies in those states which require a refund of at least the premium paid during the period when the Policy may be returned. In those states, the initial allocation date will be the later of the date we receive the initial premium at our Home Office or one day after the end of the period during which the Policy Owner has the right to return the Policy, based on the applicable state laws. (See “Right to Return Policy.”) On the initial allocation date we transfer the amount from the Money Market Division into the Account divisions as you have directed in the application for the Policy. You may change the allocation for future net premiums at any time by written request and the change will be effective for premiums we place in the Account thereafter. Allocations must be in whole percentages.
You may transfer accumulated amounts from one division of the Account to another. You may request the transfer in writing. If we receive your request for transfer on or before the close of trading on the New York Stock Exchange, your request will receive same-day pricing. If we receive your request for transfer after the close of trading on the New York Stock Exchange, we will process the order using the value of the units in the divisions of the Account determined at the close of the next regular trading session of the New York Stock Exchange.
Short Term and Excessive Trading Short term and excessive trading (sometimes referred to as “market timing”) may present risks to a Portfolio’s long-term investors, such as Policy Owners and other persons who may have material rights under the Policy (e.g., Beneficiaries), because it can, among other things, disrupt Portfolio investment strategies, increase Portfolio transaction and administrative costs, require higher than normal levels of cash reserves to fund unusually large or unexpected redemptions, and adversely affect investment performance. These risks may be greater for Portfolios that invest in securities that may be more vulnerable to arbitrage trading including foreign securities and thinly traded securities, such as small cap stocks and non-investment grade bonds. These types of trading activities also may dilute the value of long-term investors’ interests in a Portfolio if it calculates its net asset value using closing prices that are no longer accurate. Accordingly, we discourage market timing activities.
To deter short term and excessive trading, we have adopted and implemented policies and procedures which are designed to control abusive trading practices. We seek to apply these policies and procedures uniformly to all Policy Owners. Any exceptions must be either expressly permitted by our policies and procedures or subject to an approval process described in them. We may also be prevented from uniformly applying these policies and procedures under applicable state or federal law or regulation. Because exceptions are permitted, it is possible that investors may be treated differently and, as a result, some may be allowed to engage in trading activity that might be viewed as market timing.
Among the steps we have taken to reduce the frequency and effect of these practices are monitoring trading activity and imposing trading restrictions including the prohibition of more than twelve transfers among divisions under a single Policy during a Policy year. Further, an investor who is identified as having made a transfer in and out of the same division (“round trip transfer”) in an amount in excess of $10,000 within fourteen calendar days will be restricted from making additional transfers after the third such round trip transfer until the next Policy anniversary date, and sent a letter informing him or her of the restriction. Thereafter, the same investor will be similarly restricted after the second such round trip transfer. An investor who is identified as having made one or more round trip transfers within thirty calendar days aggregating more than one percent (1%) of the total assets of the Portfolio underlying a division will be sent a warning letter after the first such round trip transfer and will be restricted from making additional transfers until the next Policy anniversary date after the second such round trip transfer. Thereafter, the same investor will be similarly restricted after the first such round trip transfer. These limitations do not apply to automatic asset transfers, scheduled or systematic transactions involving portfolio rebalancing, dollar cost averaging, interest sweeps, or to initial allocations or changes in allocations.
These policies and procedures may change from time to time in our sole discretion without notice; provided, however, Policy Owners would be given advance, written notice if the policies and procedures were revised to accommodate market timing. Additionally, the Funds may have their own policies and procedures described in their prospectuses that are designed to limit or restrict frequent trading. Such policies and procedures may provide for the imposition of a redemption fee and may require us to provide transaction information to the Fund.
If we believe your trading activity is in violation of, or inconsistent with, our policies and procedures or otherwise is potentially disruptive to the interests of other investors, you may be asked to stop such activities and future investments, allocations or transfers by you may be rejected without notice. Because we retain discretion to determine what action is appropriate in a given situation, investors may be treated differently and some may be allowed to engage in activities that might be viewed as market timing.
We intend to monitor events and the effectiveness of our policies and procedures in order to identify whether instances of potentially abusive trading practices are occurring.
However, we may not be able to identify all instances of abusive trading practices, nor completely eliminate the
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Variable Executive Life Prospectus
possibility of such activities, and there may be technological limitations on our ability to impose restrictions on the trading practices of Policy Owners.
Premium Expense Charges We deduct a charge from each premium for state premium taxes and a portion of our federal income taxes. Premium taxes vary from state to state and currently range from 0.0% to 3.5% of life insurance premiums. The 2.35% rate that we charge is what we have determined to be an average.
The tax rate for a particular state may be lower, higher, or equal to the 2.35% deduction, although we will charge 2.35% regardless of the state in which you live. Due to a 1990 federal tax law change under the Omnibus Budget Reconciliation Act of 1990 (“OBRA”), as amended, insurance companies are generally required to capitalize and amortize certain acquisition expenses rather than currently deducting such expenses. Due to this capitalization and amortization, the corporate income tax burden on insurance companies has been affected. We make a charge of up to 1.25% against each premium payment to compensate us for corporate taxes. We believe that this charge does not exceed a reasonable estimate of an increase in our federal income taxes resulting from a change in the Internal Revenue Code relating to deferred acquisition costs The state premium tax charge and the OBRA expense charge may each vary in amount, but together they are guaranteed never to exceed 3.6% of each premium payment.
We generally deduct a charge, or “sales load,” for sales costs from each premium. We expect to recover our expenses of selling and advertising (“distribution expenses”) from this amount. Except as described below, the charge is 15% of premiums paid during the first Policy year up to the Target Premium, 6.8% of premiums paid during each of Policy years 2-6 up to the Target Premium, and 3% of all other premiums. The initial Target Premium is generally based on the modified endowment contract seven-pay limit for the initial Specified Amount and the issue age and sex of the insured. Increases and decreases in Specified Amount will be reflected in the Target Premium. (See “Modified Endowment Contracts.”) The amount we deduct for costs in a Policy year are not specifically related to distribution expenses incurred in that year. To the extent that distribution expenses exceed the amounts deducted, we will pay the expenses from our other assets. These assets may include, among other things, any gain realized from the monthly charge against the Policy Value for the mortality and expense risks we have assumed, as described below. To the extent that the amounts deducted for distribution expenses exceed the amounts needed, we will realize a gain.
In certain cases involving a group of Policies purchased by an employer, where large amounts of aggregate first year premium are anticipated, we may waive the sales load for those Policies in the group representing anticipated first year premiums in excess of an aggregate amount we determine from time to time. If you are such an employer, you must present a request for a waiver of the charge prior to the time you apply for the Policies. It generally will be to your economic advantage to have no sales load deducted from at least some Policies in a group, as those Policies will generally have higher values than Policies where a charge has been deducted. However, if you seek to provide similar Policies and values to similarly situated employees (for example, in cases where the Policies may be transferred to employees as part of an employee benefit plan), you may prefer to have the sales load determined on the same basis for all Policies in the group. Please ask your network representative to provide you with further information on the waiver of sales loads.
Charges Against the Policy Value We deduct a Monthly Policy Charge from the Policy Value on each monthly processing date. The Monthly Policy Charge includes the Cost of Insurance Charge, the Mortality and Expense Risk Charge, and the Monthly Administrative Charge. These three components of the Monthly Policy Charge are described in the following three paragraphs.
As part of the Monthly Policy Charge, we deduct a Cost of Insurance Charge. We determine the amount by multiplying the net amount at risk by the cost of insurance rate. The net amount at risk is equal to the death benefit currently in effect less the Policy Value. The net amount at risk will be affected by investment performance, the amount and timing of premiums, and the charges and expenses for the Policy. The cost of insurance rate reflects the issue age, sex and risk classification of the insured, Policy date, Policy duration and presence of the Cash Value Amendment (if applicable). (See “Cash Value.”) The maximum cost of insurance rates are included in the Policy.
The second part of the Monthly Policy Charge is the Mortality and Expense Risk Charge. The maximum amount of the charge is equal to an annual rate of 0.90% (0.07500% monthly rate) of the Policy Value, less any Policy debt. Currently the charge is equal to an annual rate of 0.60% (0.05000% monthly rate) of Policy Value, less any Policy debt, for the first ten Policy years and 0.17% (0.01417% monthly rate) thereafter for Policies with the Cash Value Amendment, or 0.15% (0.01250% monthly rate) thereafter for Policies without the Cash Value Amendment. (See “Cash Value.”) The mortality risk is that insureds may not live as long as we estimated. The expense risk includes the risk that expenses of issuing and administering the Policies may exceed the estimated costs. We will realize a gain from this charge to the extent it is not needed to provide benefits and pay expenses under the Policies.
The third part of the Monthly Policy Charge is the Monthly Administrative Charge of not more than $15 monthly for the first Policy year and $10 monthly thereafter. Currently this charge will be $5 monthly after the first Policy year. This charge is for administrative expenses, including costs of premium collection, processing claims, keeping records and communicating with Policy Owners. We do not expect to profit from this charge.
In addition to the Monthly Policy Charge, we deduct a charge for the expenses and taxes associated with the Policy debt, if
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any. The aggregate charge is at the current annual rate of 0.75% (0.06250% monthly rate) of the Policy debt for the first 10 Policy years and 0.20% (0.01667% monthly rate) thereafter.
The Policy provides for transaction fees to be deducted from the Policy Value on the dates on which transactions take place. These charges are $25 per change for more than one change in the Specified Amount in a Policy year, withdrawals or transfers of assets among the divisions of the Account if more than twelve transfers take place in a Policy year. The fee for a change in the death benefit option is $250. Currently we are waiving all of these fees.
We will apportion deductions from the Policy Value among the divisions of the Account in proportion to the amounts invested in the divisions. For policies with the Monthly Charges From One Division Amendment, the Policy owner may elect in writing to have Cost of Insurance Charges, Mortality and Expense Risk Charges, Monthly Administrative Charges, and charges for expenses and taxes associated with the Policy debt, if any, deducted from one division. We reserve the right to determine which divisions to make available for this election. Currently, the Money Market Division is available for this election. If the amount in the specified division is not sufficient to pay these charges, the remainder of these charges is deducted from each division in proportion to the amounts invested in the divisions. This amendment is available only to corporate-sponsored plans where at least five Policies will be issued, each on a life of a different eligible insured person.
Expenses of the Portfolios The investment performance of each division of the Account reflects all expenses borne by the corresponding Portfolio. (See “Fee and Expense Tables—Range of Total Annual Portfolio Operating Expenses” and the attached mutual fund prospectuses.)
Policies Issued Prior to November 8, 1999 For Policies issued prior to November 8, 1999, including Policies issued after that date in states where the current Policy form had not been approved at the time of policy issuance, the deduction from premiums for sales costs is 15% of premiums paid during the first Policy year up to the Target Premium and 3% of all other premiums.
You may surrender a Policy for the Cash Value at any time during the lifetime of the insured. The Cash Value for the Policy will change daily in response to investment results. No minimum Cash Value is guaranteed. The Cash Value is equal to the Policy Value reduced by any Policy debt outstanding.
We determine the Cash Value for a Policy at the end of each valuation period (typically, 4:00pm Eastern Time each business day). Each business day, together with any non-business days before it, is a valuation period. A business day is any day on which the New York Stock Exchange is open for trading. In accordance with the requirements of the Investment Company Act of 1940, we may also determine the Cash Value for a Policy on any other day on which there is sufficient trading in securities to materially affect the value of the securities held by the Portfolios.
Policies with the Cash Value Amendment The Cash Value of the Policy is increased in the first, second, and third Policy years assuming the Policy is not in a grace period on the date on which you surrender the Policy. The increase in Cash Value in the first three policy years is (c) multiplied by the sum of (a) plus (b), where: (a) is the cumulative sales load deducted from premiums paid to date, (b) is 4% of the sum of premiums paid to date, and (c) is an adjustment factor equal to 100.00% in the first Policy year, 66.67% in the second Policy year, and 33.33% in the third Policy year. This increase in Cash Value is not available for Policies (1) for individuals where no corporate sponsor is involved; (2) for corporate-sponsored plans issued prior to January 15, 2003; or (3) for corporate-sponsored plans with fewer than five Policies (although we may allow in certain circumstances plans with less than five Policies to purchase this amendment).
Policies with the Return of Sales Load Amendment The Cash Value of the Policy is increased in the first, second, and third Policy years assuming the Policy is not in a grace period on the date on which you surrender the Policy. During the first Policy year the Cash Value is increased by the amount of sales loads previously deducted from premiums, during the second Policy year the Cash Value is increased by 66.67% of previous sales load deductions and during the third Policy year the Cash Value is increased by 33.33% of the previous sales load deductions. This increase in Cash Value is available only for policies issued November 8, 1999 or later in approved states, but before approval of the Cash Value Amendment described above, to corporate-sponsored plans where at
least five policies will be issued, each on a life of a different eligible insured person. This increase in Cash Value is not available in New Jersey.
Policies Issued Prior to November 8, 1999 For policies issued prior to November 8, 1999, including policies issued after that date in states where the current Policy form had not been approved, the Cash Value of the Policy is increased in the first and second Policy years assuming the Policy is not in a grace period on the date on which you surrender the Policy. During the first Policy year, the Cash Value is increased by the amount of sales load deducted from premiums, and during the second Policy year the Cash Value is increased by 50% of previous sales load deductions. This increase in Cash Value is not available in New Jersey.
You may borrow up to 90% of the Policy Value using the Policy as security. If a Policy loan is already outstanding, the maximum amount for any new loan is 90% of the Policy Value, less the amount already borrowed. We normally pay the loan proceeds within seven days after we receive a proper loan request at our Home Office. We may postpone payments of loans under certain conditions described in the “Deferral of Determination and Payment” section of this prospectus.
Interest on a Policy loan accrues and is payable on a daily basis at an annual effective rate of 5%. We add unpaid interest to the amount of the loan. If the amount of the loan equals or exceeds the Policy Value on a monthly processing date, the
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Variable Executive Life Prospectus
Policy will enter the grace period. (See “Termination and Reinstatement.”) We will send you a notice at least 61 days before the termination date. The notice will show how much you must pay to keep the Policy in force.
We will take the amount of a Policy loan from the Account divisions in proportion to the amounts in the divisions. We will transfer the amounts withdrawn to our general account and will credit them on a daily basis with an annual earnings rate equal to the 5% Policy loan interest rate. A Policy loan, even if you repay it, will have a permanent effect on the Policy Value because the amounts borrowed will not participate in the Account’s investment results while the loan is outstanding. The effect may be either favorable or unfavorable depending on whether the earnings rate credited to the loan amount is higher or lower than the investment performance of the unborrowed amounts left in the divisions of the Account.
The death benefit will also be reduced by the amount of any Policy debt outstanding. If you surrender or exchange the Policy or allow it to lapse while Policy debt is outstanding, the amount of the loan, to the extent it has not previously been taxed, will be considered as an amount you received and taxed accordingly.
You may repay a Policy loan, and any accrued interest outstanding, in whole or in part, at any time. If we receive a payment without specific instructions, we will first apply the payment to any outstanding charges, with any remaining amount being applied to any outstanding loans. Any amount remaining thereafter will be applied as a premium payment. If we receive your payment on or before the close of trading on the New York Stock Exchange, we will credit payments as of the date we receive them and will transfer those amounts from our general account to the Account divisions, in proportion to the premium allocation in effect, as of the same date. If we receive your payment after the close of trading on the New York Stock Exchange, we will process the order using the value of the units in the divisions of the Account determined at the close of the next regular trading session of the New York Stock Exchange.
A Policy loan may have important tax consequences. (See “Tax Considerations.”)
You may make a withdrawal of Policy Value. A withdrawal may not reduce the loan value to less than any Policy debt outstanding. The loan value is 90% of the Policy Value. A withdrawal amount may not reduce the Specified Amount to less than the minimum amount we would issue at the time of the withdrawal. Following a withdrawal the remaining Policy Value, less any Policy debt outstanding, must be at least three times the current monthly charges for the cost of insurance and other expenses. The minimum amount for withdrawals is $250. We permit up to four withdrawals in a Policy year. An administrative charge of up to $25 may apply, but we are currently waiving this charge.
A withdrawal of Policy Value decreases the death benefit and may also decrease the Specified Amount. The amount of the decrease depends on the death benefit option and the amount of any prior increases in death benefit required to meet the definitional requirements for life insurance for federal income tax purposes. In some situations, the death benefit may decrease by more than the amount of the withdrawal.
We will take the amount withdrawn from Policy Value from the Account divisions in proportion to the amounts in the divisions. The Policy makes no provision for repayment of amounts withdrawn. A withdrawal of Policy Value may have important tax consequences. (See “Tax Considerations.”)
If the Policy Value, less any Policy debt outstanding, is less than the monthly charges for the cost of insurance and other expenses on any monthly processing date, we allow a grace period of 61 days for a premium payment to keep the Policy in force. The grace period begins on the date that we send you a notice. The notice will state the minimum amount of premium required to keep the Policy in force and the date by which you must pay the premium. The Policy will terminate unless you pay the required amount before the grace period expires.
After a Policy has terminated, it may be reinstated within one year. The insured must provide satisfactory evidence of insurability. The minimum amount of premium required for reinstatement will be the monthly charges that were due when the Policy terminated plus the charges for three more months. Reinstatement of a Policy will be effective on the first monthly processing date after an application for reinstatement is received at our Home Office, subject to our approval. Any Policy debt that was outstanding when the Policy terminated will also be reinstated.
The Policy Value when a Policy is reinstated is equal to the premium paid, less premium expense charges, less the sum of all monthly charges for the cost of insurance and other expenses for the grace period and for the current month. Any Policy debt on the date of termination will also be reinstated and added to the Policy Value. We will allocate the Policy Value less Policy debt among the Account divisions based on the allocations for premiums currently in effect.
While Policy Owners have no right to reinstatement after surrender, we may, in our sole discretion, permit such reinstatements.
See “Tax Considerations” for a discussion of the tax effects associated with termination and reinstatement of a Policy.
Unless state law otherwise requires, you may return a Policy within 10 days after you receive it. In some states you may return the Policy within 10 days after receiving it or 45 days after you have signed the application for insurance, whichever is later You may mail or deliver the Policy to the Network Representative who sold it or to our Home Office. The amount of your refund depends on state law. In some states, the amount of the refund will be the premium you paid; in others, the refund will be the sum of the amounts deducted from the premium plus the Policy Value on the date we receive a
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written request for the return of the premium at our Home Office. In either event, any amounts returned to you may reflect any Policy debt you have incurred. If you return it, we will consider the Policy void from the beginning.
Owner The owner is identified in the Policy. The owner may exercise all rights under the Policy while the insured is living. Ownership may be transferred to another. We must receive written proof of the transfer at our Home Office. “You” in this prospectus means the owner or prospective purchaser of a Policy.
Beneficiary The beneficiary is the person to whom the death benefit is payable. The beneficiary is named in the application. After we issue the Policy you may change the beneficiary in accordance with the Policy provisions.
Incontestability We will not contest a Policy after it has been in force during the lifetime of the insured for two years from the date of issue. We will not contest an increase in the amount of insurance that was subject to insurability requirements after the increased amount has been in force during the lifetime of the insured for two years from the date of issuance of the increase.
Suicide If the insured dies by suicide within one year from the date of issue, the amount payable under the Policy will be limited to the premiums paid, less the amount of any Policy debt and withdrawals. If the insured dies by suicide within one year of the date of issuance of an increase in the amount of insurance, which was subject to insurability requirements, the amount payable with respect to the increase will be limited to the amounts charged for the cost of insurance and other expenses attributable to the increase.
Misstatement of Age or Sex If the age or sex of the insured has been misstated, we will adjust the charges for cost of insurance and other expenses under a Policy to reflect the correct age and sex.
Collateral Assignment You may assign a Policy as collateral security. We are not responsible for the validity or effect of a collateral assignment and will not be deemed to know of an assignment before receipt of the assignment in writing at our Home Office.
Deferral of Determination and Payment We will ordinarily pay Policy benefits within seven days after we receive all required documents at our Home Office. However, we may defer determination and payment of benefits during any period when it is not reasonably practicable to value securities because the New York Stock Exchange is closed, or the Securities and Exchange Commission, by order, either has determined that an emergency exists or permits deferral of the determination and payment of benefits for the protection of Policy Owners.
If you have submitted a check or draft to our Home Office, we have the right to defer payment of a surrender, withdrawal, death benefit proceeds, loan, or payment plan benefits until the check or draft has been honored.
If mandated under applicable law, we may be required to block an Owner’s account and thereby refuse to pay any requests for transfer, withdrawal, surrender, loans, or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about a Policy Owner and a Policy Owner’s account to government regulators.
Dividends The Policy may share in our divisible surplus to the extent that the Policy contributes to the surplus. Since we do not expect the Policies to contribute to divisible surplus, we do not expect to pay any dividends.
We are the owner of the Fund shares in which all assets of the Account are invested. As the owner of the shares we will exercise our right to vote the shares to elect directors of the Funds, to vote on matters required to be approved or ratified by Fund shareholders under the Investment Company Act of 1940 and to vote on any other matters that may be presented to any shareholders’ meeting of the Funds. However, we will vote the shares held in the Account in accordance with instructions received from Policy Owners, but may change this voting policy if required to do so by applicable Federal law. We will vote any shares for which we do not receive instructions and shares held in our general account in the same proportions as the shares for which voting instructions are received from Policy Owners. Because of this proportional voting requirement, it is possible that a small number of Policy Owners could determine the outcome of a particular vote. If the applicable laws or regulations change so as to permit us to vote the shares in our own discretion, we may elect to do so.
The number of shares for each division of the Account for which a Policy Owner may give instructions is determined by dividing the amount of the Policy’s Cash Value apportioned to that division, if any, by the per share value for the corresponding Portfolio. The number will be determined as of a date we choose, but not more than 90 days before the shareholders’ meeting. Fractional votes are counted. We will solicit voting instructions with written materials at least 14 days before the meeting.
We may, if required by state insurance regulations, disregard voting instructions which would require shares to be voted for a change in the sub-classification or investment objectives of a Portfolio, or to approve or disapprove an investment advisory agreement for a Portfolio. We may also disregard voting instructions that would require changes in the investment policy or investment adviser for a Portfolio, provided that we reasonably determine to take this action in accordance with applicable federal law. If we disregard voting instructions we will include a summary of the action and reasons therefore in the next annual report to the owners of the Policies.
Substitution of Fund Shares and Other Changes
If, in our judgment, a Portfolio or Fund becomes unsuitable for continued use with the Policies because of a change in investment objectives or restrictions, shares of another Portfolio or Fund or another mutual fund may be substituted. Any substitution of shares will be subject to any required approval of the Securities and Exchange Commission, the
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Variable Executive Life Prospectus
Wisconsin Commissioner of Insurance or other regulatory authority. We have also reserved the right, subject to applicable federal and state law, to operate the Account or any of its divisions as a management company under the Investment Company Act of 1940, or in any other form permitted, or to terminate registration of the Account if registration is no longer required, and to change the provisions of the Policies to comply with any applicable laws.
In the event we take any of these actions, we may make an appropriate endorsement of your Policy and take other actions to carry out what we have done.
At least once each Policy year you will receive a statement showing the death benefit, Cash Value, Policy Value and any Policy loan, including loan interest. This report will show the apportionment of invested assets among the Account divisions. You will also receive annual reports, including financial statements.
To reduce costs, we now send only a single copy of prospectuses and reports to each consenting household (rather than sending copies to each contract owner residing in a household). If you are a member of such a household, you can revoke your consent to “householding” at any time, and can begin receiving your own copy of prospectuses and reports by calling us at 1-888-455-2232.
Financial statements of the Account are incorporated by reference into the Statement of Additional Information from the Account’s Annual Report to Policy Owners. The financial statements of Northwestern Mutual appear in the Statement of Additional Information. To receive a copy of the Annual Report and/or the Statement of Additional Information containing such financial statements, call 1-888-455-2232.
Northwestern Mutual, like other life insurance companies, is ordinarily involved in litigation. Although the outcome of any litigation cannot be predicted with certainty, we believe that, as of the date of this prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on the ability of Northwestern Mutual to meet its obligations under the Policy, on the Account, or on Northwestern Mutual Investment Services, LLC, the principal underwriter for the Account, and its ability to perform its duties as underwriter for the Account.
For inforce policy service questions, please call your Network Representative or the Variable Universal Life Service Center at 1-866-464-3800 between 7:30am and 5:30pm Central Time Monday-Friday. To file a claim, please call your Network Representative or Life Benefits at 1-800-635-8855.
Automatic Dollar-Cost Averaging
With Dollar-Cost Averaging, you can arrange to have a regular amount of money (expressed in whole percentages) automatically transferred from the Money Market Division into the Division(s) you have chosen on a monthly basis. Transfers will end either when the amount in the Money Market Division is depleted or when you submit the appropriate form to our Home Office to stop such transfers, whichever is earlier. There is no charge for the Dollar-Cost Averaging. We reserve the right to modify or terminate the Dollar-Cost Averaging Plan at any time.
Dollar cost averaging does not assure a profit or protect against loss in a declining market. Carefully consider your willingness to continue payments during periods of low prices.
Your Northwestern Mutual Network Representative will provide you with illustrations for a Policy upon your request. The illustrations show how the death benefit and Cash Value for a Policy would vary based on hypothetical investment results. The illustrations will be based on the information you give us about the insured person and will reflect such factors as the Specified Amount, death benefit option and premium payments that you select. These should be based upon realistic expectations given your own individual situation.
Illustrations for variable life insurance policies do not project or predict investment results. The illustrated values assume that non-guaranteed elements such as policy charges and level investment returns will not change. Given the volatility of the securities markets over time, the illustrated scenario is unlikely to occur and the policy’s actual Cash Value, death benefit, and certain expenses (which will vary with the investment performance of the portfolios) will be more or less than those illustrated. In addition, the actual timing and amounts of payments, deductions, expenses and any values removed from the policy will also impact product performance. Due to these variations, even a portfolio that averaged the same return as illustrated will produce values which will be more or less than those which were originally illustrated.
General The following discussion provides a general description of federal income tax considerations relating to the Policy. The discussion is based on current provisions of the Internal Revenue Code (“Code”) as currently interpreted by the Internal Revenue Service. We do not intend this as tax advice. The discussion is not exhaustive, it does not address the likelihood of future changes in federal income tax law or interpretations thereof, and it does not address state or local tax considerations which may be significant in the purchase and ownership of a Policy.
The Economic Growth and Tax Relief Reconciliation Act of 2001, enacted on June 7, 2001, made substantial changes to
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the estate, gift and generation skipping transfer tax. The Act increases the amount of an estate exempt from tax from $675,000 in 2001 to $1 million in 2002, $2 million in 2006 and $3.5 million in 2009. The Act reduces the top estate, gift and generation skipping transfer tax rate from 55% in 2001 to 45% in 2009. In 2010, the estate tax and generation skipping transfer tax are repealed and the gift tax is reduced to 35%. All of these changes are sunsetted or repealed in 2011, unless extended or made permanent. It is generally believed that the estate tax repeal will not be made permanent but that further changes may be made.
Life Insurance Qualification Section 7702 of the Code defines life insurance for federal income tax purposes. The Code provides two alternative tests for determining whether the death benefit is a sufficient multiple of the Policy Value. We have designed the Policy to comply with these rules. We will return premiums that would cause a Policy to be disqualified as life insurance, or take any other action that may be necessary for the Policy to qualify as life insurance.
The definitional tests under the Code are currently based on mortality tables adopted in 1980 or earlier. However, for Policies materially changed after 2008, the tests will be based on 2001 mortality tables. Because, in some circumstances, the Policy will not satisfy the definitional tests using 2001 mortality tables, you may not be permitted to make a certain changes to your Policy after 2008 (as defined by Notice 2004-61).
Section 817(h) of the Code authorizes the Secretary of the Treasury to set standards for diversification of the investments underlying variable life insurance policies. Final regulations have been issued pursuant to this authority. Failure to meet the diversification requirements would disqualify the Policies as life insurance for purposes of Section 7702 of the Code. We intend to comply with these requirements.
On July 24, 2003, the Internal Revenue Service issued Rev. Ruls. 2003-91 and 2003-92 that provide guidance on when a policy owner’s control of separate account assets will cause the policy owner, and not the life insurance company, to be treated as the owner of those assets. Important indicators of investor control are the ability of the policy owner to select the investment advisor, the investment strategy or the particular investments of the separate account. If the owner of a policy were treated as the owner of the mutual fund shares held in the Account, the income and gains related to those shares would be included in the owner’s gross income for federal income tax purposes. We believe that we own the assets of the Account under current federal income tax law.
Tax Treatment of Life Insurance While a Policy is in force, increases in the Policy Value as a result of investment experience are not subject to federal income tax until there is a distribution as defined by the Code. The death benefit received by a beneficiary will not be subject to federal income tax.
Unless the Policy is a modified endowment contract, as described below, a loan received under a Policy will not be treated as a distribution subject to current federal income tax. Interest paid by individual owners of the Policies will ordinarily not be deductible. You should consult a qualified tax advisor as to the deductibility of interest paid, or accrued, by other purchasers of the Policies. (See “Other Tax Considerations.”)
As a general rule, the proceeds from a withdrawal of Policy Value will be taxable only to the extent that the withdrawal exceeds the basis of the Policy. The basis of the Policy is generally equal to the premiums paid less any amounts previously received as tax-free distributions. In certain circumstances, a withdrawal of Policy Value during the first 15 Policy years may be taxable to the extent that the Policy Value exceeds the basis of the Policy. This means that the amount withdrawn may be taxable even if that amount is less than the basis of the Policy.
Caution must be used when taking cash out of a Policy through policy loans. If interest is not paid annually, it is added to the principal amount and the total amount will continue to accrue for as long as the loan is maintained on the Policy. If the Policy remains in force until death, the loan will be repaid from the tax-free death benefit. However, if the Policy terminates by any method other than death, the loan will be repaid from the Cash Value of the Policy and the total Cash Value including the total amount of the loan, will be taxable to the extent it exceeds the basis of the Policy. In extreme situations, Policy Owners can face what is called the “surrender squeeze”. The surrender squeeze occurs when the unborrowed value remaining in the Policy is insufficient to cover the interest payment required to keep the Policy in force or to cover the tax due if the Policy terminates. Either the interest would have to be paid annually or the Policy would terminate and any income tax due would have to be paid with other assets.
A Policy may be exchanged tax-free for another life insurance policy, an endowment contract or an annuity contract covering the same insured. Special tax rules may apply when ownership of a Policy is transferred. You should seek qualified tax advice if you plan a transfer of ownership.
Modified Endowment Contracts A Policy will be classified as a modified endowment contract if the cumulative premiums paid during the first seven Policy years exceed a defined “seven-pay” limit. The seven-pay limit is the sum of the premium at any time net of expense and administrative charges that would have to be paid in order for the Policy to be fully paid for after seven level annual payments. A Policy will be treated as a modified endowment contract unless any excess premiums are withdrawn from the Policy with interest within 60 days after the end of the policy year in which they are paid.
Whenever there is a “material change” under a Policy, it will generally be treated as a new contract for purposes of determining whether the Policy is a modified endowment contract, and it will be subjected to a new seven-pay period and a new seven-pay limit. The new seven-pay limit would be determined taking into account the Policy Value of the Policy at the time of such change. A materially changed Policy would
14
Variable Executive Life Prospectus
be considered a modified endowment contract if it failed to satisfy the new seven-pay limit. A material change could occur as a result of an increase in the death benefit, the addition of a benefit or the payment of a premium that is considered “unnecessary” under the Code.
If the benefits under the Policy are reduced during the first seven Policy years after entering into the Policy (or within seven years after a material change), for example, by making a withdrawal of cash value or by requesting a decrease in the Specified Amount or, in some cases, by lapsing the Policy or making a withdrawal of Policy Value, the seven-pay premium limit will be redetermined based on the reduced level of benefits and applied retroactively for purposes of the seven-pay test. If the premiums previously paid are greater than the recalculated seven-pay premium limit, the Policy will become a modified endowment contract.
A life insurance policy which is received in exchange for a modified endowment contract will also be considered a modified endowment contract.
If a Policy is a modified endowment contract, any distribution from the Policy will be taxed on a gain-first basis. Distributions for this purpose include a loan (including any increase in the loan amount to pay interest on an existing loan or an assignment or a pledge to secure a loan), a withdrawal of Policy Value or a surrender of the Policy. If a Policy terminates while there is a Policy loan, the cancellation of the loan and accrued loan interest also will be treated as a distribution to the extent not previously treated as such. Any such distributions will be considered taxable income to the extent the Policy Value exceeds the basis in the Policy. For modified endowment contracts, the basis would be increased by the amount of any prior loan under the Policy that was considered taxable income. For purposes of determining the taxable portion of any distribution, all modified endowment contracts issued by Northwestern Mutual to the same policy owner (excluding certain qualified plans) during any calendar year are to be aggregated. The Secretary of the Treasury has authority to prescribe additional rules to prevent avoidance of gain-first taxation on distributions from modified endowment contracts.
A 10% penalty tax will apply to the taxable portion of a distribution from a modified endowment contract. The penalty tax will not, however, apply to distributions (i) to taxpayers 59 1/2 years of age or older, (ii) in the case of a disability (as defined in the Code) or (iii) received as part of a series of substantially equal periodic annuity payments for the life (or life expectancy) of the taxpayer or the joint lives (or joint life expectancies) of the taxpayer and the taxpayer’s beneficiaries. The exceptions generally do not apply to life insurance policies owned by corporations or other entities.
Business Owned Life Insurance Business-owned life insurance may be subject to certain additional rules. Section 264(a)(1) of the Code generally disallows a deduction for premiums paid on Policies by anyone who is directly or indirectly a beneficiary under the Policy. Increases in Policy Value may also be subject to tax under the corporation alternative minimum tax provisions.
Section 264(a)(4) of the Code limits the Policy Owner’s deduction for interest on loans taken against life insurance policies to interest on an aggregate total of $50,000 of loans per covered life only with respect to life insurance policies covering key persons. Generally, a key person means an officer or a 20% owner. However, the number of key persons will be limited to the greater of (a) five individuals, or (b) the lesser of 5% of the total officers and employees of the taxpayer or 20 individuals. Deductible interest for these Policies will be subject to limits based on current market rates.
In addition, Section 264(f) disallows a proportionate amount of a business’s interest deduction on non-life insurance indebtedness based on the amount of unborrowed Cash Value of non-exempt life insurance policies held in relation to other business assets. Exempt policies include policies held by natural persons unless the business is a direct or indirect beneficiary under the policy and policies owned by a business and insuring employees, directors, officers and 20% owners (as well as joint policies insuring 20% owners and their spouses).
Congress also is considering limiting the tax free death benefit on business-owned life insurance to policies insuring highly compensated employees who consent to the coverage.
Split-Dollar Arrangements Life insurance purchased under a split dollar arrangement is subject to special tax rules. Notice 2002-8 provides that (1) the value of the current life insurance protection provided to the employee under the arrangement is taxed to the employee each year and, until the issuance of further guidance, can be determined using the government’s Table 2001 rates or the insurer’s lower one year term rates (which, for arrangements entered into after January 28, 2002, must satisfy additional sales requirements); and (2) for split dollar arrangements entered into on or before September 17, 2003, taxation of the equity (cash surrender value in excess of the amount payable to the employer) is governed by prior law and is subject to the following three safe harbors: (a) the annual accrual of income will not, by itself, be enough to trigger a taxable transfer; (b) equity will not be taxed regardless of the level of the employer’s economic interest in the life insurance policy as long as the value of the life insurance protection is treated and reported as an economic benefit; and (c) the employee can elect loan treatment at any time, provided all premiums paid by the employer are treated as a loan entered into at the beginning of the first year in which payments are treated as loans.
On September 17, 2003, the Treasury and Internal Revenue Service issued final regulations regarding the taxation of split dollar arrangements. The final regulations apply only to arrangements entered into or materially changed after September 17, 2003. The regulations provide that such split dollar arrangements must be taxed under one of two mutually exclusive tax regimes depending on the ownership of the underlying life insurance policy. Collateral assignment split dollar arrangements, in which the employee owns the policy, must be taxed under a loan regime. Where such an arrangement imposes a below market interest rate or no interest rate, the employee is taxed on the imputed interest
Variable Executive Life Prospectus
15
under Section 7872 of the Code. Endorsement split dollar arrangements, in which the employer owns the policy, must be taxed under an economic benefit regime. Under this regime, the employee is taxed each year on (i) the value of the current life insurance protection provided to the employee, (ii) the amount of policy Cash Value to which the employee has current access, and (iii) the value of any other economic benefits provided to the employee during the taxable year.
Under, the Sarbanes-Oxley Act of 2002, it is a criminal offense for an employer with publicly traded stock to extend or arrange a personal loan to a director or executive officer after July 30, 2002. One issue that has not been clarified is whether each premium paid by such an employer under a split dollar arrangement with a director or executive officer is a personal loan subject to the new law.
New requirements for nonqualified deferred compensation plans were enacted as part of the American Jobs Creation Act of 2004. The law applies to deferrals after December 31, 2004 and imposes conditions on the timing of deferrals, distribution triggers, funding mechanisms and reporting requirements. Nonqualified deferred compensation plans that fail to meet these conditions are taxed currently on all compensation previously deferred and interest earned thereon and assessed an additional 20% penalty. The law does not limit the use of life insurance as an informal funding mechanism for nonqualified deferred compensation plans but proposed regulations treat certain split dollar arrangements as nonqualified deferred compensation plans that must comply with the new rules. Further guidance is expected on this issue.
Valuation of Life Insurance In 2005, the Treasury and Internal Revenue Service imposed special valuation rules on life insurance distributed from a qualified plan to a participant or transferred by an employer to an employee. Notice 2005-25 provides a safe harbor formula for valuing variable life insurance that is the greater of the interpolated terminal reserve or the cash value (adjusted by a surrender factor for policies distributed from qualified plans), both increased by a pro rata portion of the estimated dividends for the Policy year. These rules do not apply to split-dollar arrangements entered into on or before September 17, 2003 and not materially modified thereafter.
Other Tax Considerations Pursuant to regulations issued in 2003, taxpayers are required to annually report all “reportable transactions” as defined in the regulations. “Reportable transactions” include transactions that are offered under conditions of confidentiality as to tax treatment and involve an advisor who receives a fee of $250,000 or more, or transactions that include a tax indemnity. Rev. Proc. 2003-25 further held that the purchase of life insurance policies by a business does not, by itself, constitute a “reportable transaction”.
Depending on the circumstances, the exchange of a Policy, a Policy loan, or a change in ownership or an assignment of the Policy may have federal income tax consequences. In addition, federal, state and local transfer, estate, inheritance, and other tax consequences of Policy ownership, premium payments and receipt of Policy proceeds depend on the circumstances of each Policy Owner or beneficiary. If you contemplate any such transaction you should consult a qualified tax adviser. In addition, a death benefit under the Policy may be subject to federal estate and state inheritance taxes.
16
Variable Executive Life Prospectus
More information about Northwestern Mutual Variable Life Account (“Account”) is included in a Statement of Additional Information (SAI), which is dated the same day as this prospectus, incorporated by reference in this prospectus, and is available free of charge from The Northwestern Mutual Life Insurance Company. To request a free copy of the Account’s SAI, or current annual report, call us toll-free at 1-888-455-2232. Information about the Account (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission (SEC) in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Account are available on the SEC’s Internet site at http://www.sec.gov, or they may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street, NE, Washington, DC 20549-0102.
Your Northwestern Mutual Network Representative will provide you with illustrations for a Variable Executive Life Policy free of charge upon your request. The illustrations show how the death benefit, invested assets and cash surrender value for a Policy would vary based on hypothetical investment results. Your Northwestern Mutual Network Representative will also respond to other inquiries you may have regarding the Policy, or you may contact the Variable Life Service Center at 1-866-424-2609.
Investment Company Act File No. 811-3989
264990
The Northwestern Mutual
Life Insurance Company Milwaukee,WI www.northwesternmutual.com
34-1011 (0501) (REV 0506)
P.O. Box 3095
Milwaukee, WI 53201-3095
NORTHWESTERN
MUTUAL
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2006
VARIABLE EXECUTIVE LIFE
A Flexible Premium Variable Life Insurance Policy (the “Policy”)
Issued by The Northwestern Mutual Life Insurance Company
and
Northwestern Mutual Variable Life Account
This Statement of Additional Information (“SAI”) is not a prospectus, but supplements and should be read in conjunction with the prospectus for the Policy identified above and dated the same date as this SAI. The prospectus may be obtained by writing The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, calling telephone number 1-888-455-2232, or visiting the website www.nmfn.com.
The (i) statement of assets and liabilities as of the end of the most recent fiscal year, (ii) the statement of operations for the most recent fiscal year, and (iii) the changes in equity for the two most recent fiscal years from the audited financial statements of the Northwestern Mutual Variable Life Account (the “Account”), and the related notes and the report of the independent registered public accounting firm thereon from the Account’s Annual Report to Policy Owners for the year ended December 31, 2005 are incorporated by reference into this SAI. See “Financial Statements of the Account.” No other information is incorporated by reference.
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| Page | ||
| B-3 | ||
| B-3 | ||
| B-3 | ||
| F-1 | ||
B-2
The Policies are offered on a continuous basis exclusively through individuals who, in addition to being life insurance agents of Northwestern Mutual, are registered representatives of Northwestern Mutual Investment Services, LLC (“NMIS”). NMIS is our wholly-owned company. The principal business address of NMIS is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
NMIS is the principal underwriter of the Policies for purposes of the federal securities laws. We paid the following amounts to NMIS with respect to sales of variable life insurance policies issued in connection with the Account during each of the last three years representing commission payments NMIS made to our agents and related benefits. None of these amounts was retained by NMIS and no amounts were paid to other underwriters or broker-dealers. We also paid additional amounts to NMIS in reimbursement for other expenses related to the distribution of variable life insurance policies.
| Year |
Amount | ||
| 2005 |
$ | 81,916,793 | |
| 2004 |
$ | 84,959,069 | |
| 2003 |
$ | 85,607,978 | |
Commissions paid to our agents will not exceed 15% of the collected premium up to the Target Premium for the first year, 5.75% of the premium up to the Target Premium for the second through sixth years, up to 2.75% of the Target Premium thereafter, and up to 2.75% in excess of Target Premium after the first year. During the sixth Policy year and thereafter agents will receive compensation at the annual rate of .20% of the Adjusted Policy Value.
Agents who meet certain productivity and persistency standards receive additional compensation. We may pay new agents differently during a training period. General agents and district agents who are registered representatives of NMIS and have supervisory responsibility for sales of the Policies receive commission overrides and other compensation.
The financial statements of the Account, and the related notes and report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, contained in the Annual Report to Policy Owners for the fiscal year ended December 31, 2005, that are incorporated by reference in this Statement of Additional Information, and the financial statements of Northwestern Mutual, and the related notes and report of PricewaterhouseCoopers LLP, for the fiscal year ended on the same date that have been included in this Statement of Additional Information are so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP provides audit services for the Account. The address of PricewaterhouseCoopers LLP is 100 East Wisconsin Avenue, Suite 1800, Milwaukee, Wisconsin 53202.
FINANCIAL STATEMENTS OF THE ACCOUNT
The financial statements of the Account, related notes and the related report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, contained in the Annual Report to Policy Owners as of December 31, 2005, and for the year then ended are hereby incorporated by reference. Copies of the Account’s Annual Report may be obtained, without charge, by writing to The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, by calling 1-888-455-2232, or by visiting the website www.nmfn.com.
B-3
The following financial statements of Northwestern Mutual should be considered only as bearing upon the ability of Northwestern Mutual to meet its obligations under the Policies.
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Consolidated Statement of Financial Position
(in millions)
| December 31, | ||||||
| 2005 | 2004 | |||||
| Assets: |
||||||
| Bonds |
$ | 65,899 | $ | 60,930 | ||
| Common and preferred stocks |
8,120 | 7,414 | ||||
| Mortgage loans |
18,118 | 17,240 | ||||
| Real estate |
1,620 | 1,619 | ||||
| Policy loans |
10,265 | 9,750 | ||||
| Other investments |
6,935 | 5,774 | ||||
| Cash and temporary investments |
2,124 | 2,949 | ||||
| Total investments |
113,081 | 105,676 | ||||
| Due and accrued investment income |
1,183 | 1,133 | ||||
| Net deferred tax assets |
1,057 | 936 | ||||
| Deferred premium and other assets |
1,983 | 1,894 | ||||
| Separate account assets |
15,753 | 14,318 | ||||
| Total assets |
$ | 133,057 | $ | 123,957 | ||
| Liabilities and Surplus: |
||||||
| Reserves for policy benefits |
$ | 94,144 | $ | 87,588 | ||
| Policyowner dividends payable |
4,270 | 3,910 | ||||
| Interest maintenance reserve |
839 | 943 | ||||
| Asset valuation reserve |
2,529 | 2,556 | ||||
| Income taxes payable |
593 | 665 | ||||
| Other liabilities |
4,548 | 5,043 | ||||
| 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 notes are an integral part of these financial statements.
F-1
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Consolidated Statement of Operations
(in millions)
| For the year ended December 31, |
|||||||||||
| 2005 | 2004 | 2003 | |||||||||
| Revenue: |
|||||||||||
| Premiums |
$ | 11,363 | $ | 10,682 | $ | 10,307 | |||||
| Net investment income |
6,543 | 6,117 | 5,737 | ||||||||
| Other income |
494 | 511 | 501 | ||||||||
| Total revenue |
18,400 | 17,310 | 16,545 | ||||||||
| Benefits and expenses: |
|||||||||||
| Benefit payments to policyowners and beneficiaries |
4,577 | 4,487 | 4,079 | ||||||||
| Net additions to policy benefit reserves |
6,445 | 6,181 | 6,260 | ||||||||
| Net transfers to separate accounts |
664 | 422 | 288 | ||||||||
| Total benefits |
11,686 | 11,090 | 10,627 | ||||||||
| Commissions and operating expenses |
1,774 | 1,741 | 1,690 | ||||||||
| Total benefits and expenses |
13,460 | 12,831 | 12,317 | ||||||||
| Gain from operations before dividends and taxes |
4,940 | 4,479 | 4,228 | ||||||||
| Policyowner dividends |
4,269 | 3,880 | 3,765 | ||||||||
| Gain from operations before taxes |
671 | 599 | 463 | ||||||||
| Income tax expense (benefit) |
57 | (124 | ) | (90 | ) | ||||||
| Net gain from operations |
614 | 723 | 553 | ||||||||
| Net realized capital gains |
310 | 94 | 139 | ||||||||
| Net income |
$ | 924 | $ | 817 | $ | 692 | |||||
The accompanying notes are an integral part of these financial statements.
F-2
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Consolidated Statement of Changes in Surplus
(in millions)
| For the year ended December 31, |
||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| Beginning of year balance |
$ | 8,934 | $ | 7,547 | $ | 7,217 | ||||||
| Net income |
924 | 817 | 692 | |||||||||
| Change in net unrealized capital gains |
343 | 645 | 1,171 | |||||||||
| Change in net deferred income tax |
237 | 28 | (137 | ) | ||||||||
| Change in nonadmitted assets and other |
(84 | ) | (115 | ) | (96 | ) | ||||||
| Change in asset valuation reserve |
27 | 12 | (1,300 | ) | ||||||||
| Net increase in surplus |
1,447 | 1,387 | 330 | |||||||||
| End of year balance |
$ | 10,381 | $ | 8,934 | $ | 7,547 | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Consolidated Statement of Cash Flows
(in millions)
| For the year ended December 31, |
||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| Cash flows from operating activities: |
||||||||||||
| Premiums and other income received |
$ | 8,074 | $ | 7,584 | $ | 6,984 | ||||||
| Investment income received |
6,347 | 5,999 | 5,727 | |||||||||
| Disbursement of policy loans, net of repayments |
(515 | ) | (199 | ) | (254 | ) | ||||||
| Benefit payments to policyowners and beneficiaries |
(4,794 | ) | (4,650 | ) | (4,312 | ) | ||||||
| Net transfers to separate accounts |
(657 | ) | (418 | ) | (284 | ) | ||||||
| Commissions, expenses and taxes paid |
(2,000 | ) | (1,900 | ) | (1,637 | ) | ||||||
| Net cash provided by operating activities |
6,455 | 6,416 | 6,224 | |||||||||
| Cash flows from investing activities: |
||||||||||||
| Proceeds from investments sold or matured: |
||||||||||||
| Bonds |
72,406 | 47,537 | 75,838 | |||||||||
| Common and preferred stocks |
3,969 | 3,300 | 2,392 | |||||||||
| Mortgage loans |
2,585 | 1,867 | 1,843 | |||||||||
| Real estate |
120 | 109 | 356 | |||||||||
| Other investments |
1,389 | 1,258 | 1,047 | |||||||||
| 80,469 | 54,071 | 81,476 | ||||||||||
| Cost of investments acquired: |
||||||||||||
| Bonds |
77,345 | 52,323 | 79,994 | |||||||||
| Common and preferred stocks |
3,896 | 3,150 | 2,708 | |||||||||
| Mortgage loans |
3,464 | 2,670 | 2,534 | |||||||||
| Real estate |
261 | 259 | 191 | |||||||||
| Other investments |
2,661 | 1,757 | 1,387 | |||||||||
| 87,627 | 60,159 | 86,814 | ||||||||||
| Net cash applied to investing activities |
(7,158 | ) | (6,088 | ) | (5,338 | ) | ||||||
| Cash flows from financing and miscellaneous sources: |
||||||||||||
| Net inflows on deposit-type contracts |
52 | 32 | 142 | |||||||||
| Other cash applied |
(174 | ) | (5 | ) | (248 | ) | ||||||
| Net cash provided by (applied to) financing and other activities: |
(122 | ) | 27 | (106 | ) | |||||||
| Net increase (decrease) in cash and temporary investments |
(825 | ) | 355 | 780 | ||||||||
| Cash and temporary investments, beginning of year |
2,949 | 2,594 | 1,814 | |||||||||
| Cash and temporary investments, end of year |
$ | 2,124 | $ | 2,949 | $ | 2,594 | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| 1. | Basis of Presentation and Changes in Accounting Principles |
The accompanying consolidated statutory financial statements include the accounts of The Northwestern Mutual Life Insurance Company and its wholly-owned subsidiary, Northwestern Long Term Care Insurance Company (together, “the Company”). All intercompany balances and transactions have been eliminated. The Company offers life, annuity, disability income and long-term care insurance products to the personal, business and estate markets.
The consolidated financial statements were prepared in accordance with accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (“statutory basis of accounting”). See Notes 3 and 12. Financial statements prepared on the statutory basis of accounting differ from financial statements prepared in accordance with generally accepted accounting principles (“GAAP”), primarily because on a GAAP basis: (1) certain policy acquisition costs are deferred and amortized, (2) investment valuations and policy benefit reserves are established using different methods and assumptions, (3) deposit-type contracts, for which premiums, benefits and reserve changes are not included in revenue or benefits as reported in the statement of operations, are defined differently, (4) majority-owned, non-insurance subsidiaries are consolidated, (5) changes in deferred taxes are reported as a component of net income and (6) no deferral of realized investment gains and losses is permitted. The effects on the financial statements of the Company attributable to the differences between the statutory basis of accounting and GAAP are material.
| 2. | New Accounting and Reporting Pronouncements |
Following is a summary of new statutory basis accounting or disclosure requirements that were adopted by the Company for the first time during 2005.
Investments in Subsidiary, Controlled and Affiliated Entities
Statement of Statutory Accounting Principles No. 88 requires that the Company’s equity method investments in any non-insurance subsidiary, controlled or affiliated entity (“SCA”) be supported by audited GAAP financial statements of the SCA. Any equity method investment in an SCA that is not supported by audited GAAP financial statements must be nonadmitted and thereby excluded from reported assets and surplus. Prior to the adoption of this new guidance, the GAAP financial statements on which equity method investments in SCAs were based were not required to be audited. As required by the new guidance, this change was adopted prospectively beginning in 2005.
In preparation for adoption of the new guidance, the Company made capital contributions during 2005 of its investment interest in certain unaudited SCAs to another wholly-owned subsidiary for which audited GAAP financial statements are prepared annually. The aggregate equity method statement value and fair value of the investment interests transferred were $987 million and $1.3 billion, respectively. These capital contributions were made at statement value, and no capital gain or loss was reported as a result of these transfers.
At December 31, 2005, the equity method statement value of the SCA investments transferred continue to be admitted in the reported value of the Company’s investment assets and surplus. Certain other SCA investments with an aggregate equity method statement value of $85 million did not meet the requirements of the new guidance and were nonadmitted at December 31, 2005.
This increase in nonadmitted assets is included as a direct reduction of surplus in the consolidated statement of changes in surplus for the year ended December 31, 2005.
Impact of Medicare Modernization Act on Postretirement Benefits
Statutory Accounting Principles Interpretation No. 04-17 requires the Company to evaluate the impact of Medicare Prescription Drug Improvement and Modernization Act of 2003 (“the Act”) on its liability for postretirement health benefits. The Act introduces a voluntary prescription drug benefit under Medicare Part D, effective January 1, 2006. Under the Act, employers can receive subsidy payments from the federal government if they provide equivalent drug benefits to qualified plan participants who do not elect to enroll in Medicare Part D.
The Company has determined that the drug benefits provided by its existing postretirement health plan are actuarially equivalent to the new Medicare benefit, and as a result the Company is eligible for the government subsidy. Accordingly, the plan’s projected benefit obligation was reduced by $22 million upon the adoption of this new guidance on January 1, 2005. This reduction was treated as a deferred experience gain, which will be amortized as a reduction of net periodic postretirement cost over a period of up to 18 years, the average remaining years of
F-5
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
service for active plan participants. For the year ended December 31, 2005, this amortization reduced net periodic postretirement cost by $3 million. See Note 9.
Pension and Postretirement Benefit Disclosures
Statutory Accounting Principles Working Group Issue No. 2005-1 requires that certain additional disclosures be made regarding the Company’s pension and postretirement benefits provided to employees and financial representatives. These additional disclosures include a summary of plan investment assets, a description of the related investment policy, expected plan contributions to be made by the Company during the upcoming fiscal year and an estimate of the benefits to be paid to plan participants over the next ten years. See Note 9.
Other Than Temporary Declines in the Value of Investments
Statutory Accounting Principles Interpretation No. 02-07 requires that a decline in the value of an investment security due to an increase in market interest rates be recognized as other-than-temporary only if management has the intent to sell the security as of the reporting date. This interpretation has been incorporated into the Company’s impairment policy but did not have a material effect on the impairments recognized in 2005.
| 3. | Summary of Significant Accounting Policies |
The preparation of financial statements in accordance with the statutory basis of accounting requires management to make estimates or assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods then ended. Actual future results could differ from these estimates and assumptions.
Investments
See Notes 4 and 15 regarding the reported statement value and estimated fair value of the Company’s investments in bonds, common and preferred stocks, mortgage loans and real estate.
Policy Loans
Policy loans primarily represent amounts borrowed from the Company by life insurance policyowners, secured by the cash value of the related policies, and are reported in the financial statements at unpaid principal balance.
Other Investments
Other investments consist primarily of partnership investments (including real estate, venture capital and leveraged buyout fund limited partnerships), real estate joint ventures and unconsolidated non-insurance subsidiaries organized as limited liability companies. These investments are valued based on the equity method of accounting.
Other investments also include $97 million and $104 million of interests in oil and natural gas production at December 31, 2005 and 2004, respectively. These oil and gas interests are accounted for using the full cost method, a method permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (“OCI”). The NAIC “Accounting Practices and Procedures Manual” does not provide accounting guidance for oil and gas interests.
Other investments also include leveraged leases and derivative financial instruments. See Note 4 for a description of the Company’s investments in leveraged leases and Note 5 regarding the Company’s use of derivatives and their presentation in the financial statements.
Temporary Investments
Temporary investments represent securities that had maturities of one year or less at purchase and are reported at amortized cost, which approximates fair value.
Net Investment Income
Net investment income primarily represents interest and dividends received or accrued on bonds, mortgage loans, policy loans and other investments. It also includes amortization of any purchase premium or discount using the interest method, adjusted retrospectively for any change in estimated yield-to-maturity. Accrued investment income more than 90 days past due is nonadmitted and reported as a direct reduction of surplus. Accrued investment income that is ultimately deemed uncollectible is reported as a reduction of net investment income in the period that such determination is made. Net investment income also includes dividends paid to the Company from accumulated earnings of joint ventures, partnerships and unconsolidated non-insurance subsidiaries and prepayment fees on bonds and mortgages. Net investment income is reduced by investment management expenses, real estate depreciation, depletion related to energy assets and interest costs associated with securities lending.
F-6
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
Interest Maintenance Reserve
The Company is required to maintain an interest maintenance reserve (“IMR”). The IMR is used to defer realized gains and losses, net of income tax, on fixed income investments and derivatives that are attributable to changes in interest rates. Net realized gains and losses deferred to the IMR are amortized into investment income over the estimated remaining term to maturity of the investment sold or the asset/liability hedged by the derivative.
Investment Capital Gains and Losses
Realized capital gains and losses are recognized based upon specific identification of securities sold. Realized capital losses also include valuation adjustments for impairment of bonds, stocks, mortgage loans, real estate and other investments that have experienced a decline in fair value that management considers to be other-than-temporary. Factors considered in evaluating whether a decline in value is other-than-temporary include: (1) the duration and extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer in relation to the anticipated recovery, and (3) the Company’s ability and intent to retain the investment for a period of time sufficient to allow for an anticipated recovery in value. Realized capital gains and losses as reported in the consolidated statement of operations exclude any IMR deferrals. See Note 4 regarding realized capital gains and losses.
Unrealized capital gains and losses primarily represent changes in the reported fair value of common stocks and changes in valuation adjustments made for bonds in or near default. Changes in the Company’s share of undistributed earnings of joint ventures, partnerships and unconsolidated non-insurance subsidiaries are also classified as changes in unrealized capital gains and losses. See Note 4 regarding changes in unrealized capital gains and losses.
Asset Valuation Reserve
The Company is required to maintain an asset valuation reserve (“AVR”). The AVR represents a reserve liability for invested asset valuation using a formula prescribed by the National Association of Insurance Commissioners (“NAIC”). The AVR is designed to protect surplus against potential declines in the value of the Company’s investments. Increases or decreases in AVR are reported as direct adjustments to surplus.
Separate Accounts
Separate account assets and related policy liabilities represent the segregation of balances attributable to variable life insurance and variable annuity products. Policyowners bear the investment performance risk associated with variable products. Separate account assets are invested at the direction of the policyowner in a variety of mutual fund options. Variable annuity policyowners also have the option to invest in a fixed interest rate annuity issued by the general account of the Company. Separate account assets are reported at fair value based primarily on quoted market prices. See Note 8.
Premium Revenue
Life insurance premiums are recognized as revenue at the beginning of each policy year. Disability income and long-term care insurance premiums are recognized as revenue when due to the Company. Annuity premiums are recognized as revenue when received. Considerations received on supplementary insurance contracts without life contingencies are deposit-type transactions and thereby excluded from revenue in the consolidated statement of operations. Premium revenue is reported net of ceded reinsurance, see Note 10.
Other Income
Other income primarily represents ceded reinsurance expense allowances and various insurance policy charges. See Note 10.
Benefit Payments to Policyowners and Beneficiaries
Benefit payments to policyowners and beneficiaries include death, surrender, disability and long-term care benefits, as well as matured endowments and payments on supplementary insurance contracts that include life contingencies. Benefit payments on supplementary insurance contracts without life contingencies are deposit-type transactions and thereby excluded from benefits in the consolidated statement of operations. Benefit payments are reported net of ceded reinsurance recoveries, see Note 10.
Reserves for Policy Benefits
Reserves for policy benefits represent the net present value of future policy benefits, less future policy premiums, estimated using actuarial methods based on mortality and morbidity experience tables and valuation interest rates prescribed or permitted by the OCI. These actuarial tables and methods include assumptions regarding future mortality and morbidity. Actual future experience could differ from the assumptions used to make these reserve estimates. See Note 6.
F-7
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
Commissions and Operating Expenses
Commissions and other operating costs, including costs of acquiring new insurance policies, are generally charged to expense as incurred.
Electronic Data Processing Equipment and Software
The cost of electronic data processing (“EDP”) equipment and operating system software used in the Company’s business is generally capitalized and depreciated over three years using the straight-line method. Non-operating system software is generally capitalized and depreciated over a maximum of five years. EDP equipment and operating software assets of $33 million and $37 million at December 31, 2005 and 2004, respectively, are classified as other assets in the consolidated statement of financial position and are net of accumulated depreciation of $88 million and $68 million, respectively. Non-operating software costs, net of accumulated depreciation, are nonadmitted assets and thereby excluded from reported assets and surplus in the consolidated statement of financial position. Depreciation expense for EDP equipment and software totaled $71 million, $56 million and $42 million for the years ended December 31, 2005, 2004 and 2003, respectively.
Furniture, Fixtures and Equipment
The cost of furniture, fixtures and equipment, including leasehold improvements, is generally capitalized and depreciated over the useful life of the assets using the straight-line method. Furniture, fixtures and equipment costs, net of accumulated depreciation, are nonadmitted assets and thereby excluded from reported assets and surplus in the consolidated statement of financial position. Depreciation expense for furniture, fixtures and equipment totaled $7 million, $7 million and $6 million for the years ended December 31, 2005, 2004 and 2003, respectively.
Policyowner Dividends
Nearly all life, disability income and long-term care insurance policies and certain annuity contracts issued by the Company are participating. Annually, the Company’s Board of Trustees approves dividends payable on participating policies during the subsequent fiscal year, which are accrued and charged to operations when approved. Participating policyowners generally have the option to direct their dividends to be paid in cash, used to reduce future premiums due or used to purchase additional insurance. Dividends used by policyowners to purchase additional insurance are reported as premiums in the consolidated statement of operations, but are not included in premiums received or benefit payments in the consolidated statement of cash flows.
Nonadmitted Assets
Certain assets are designated as nonadmitted on the statutory basis of accounting. Such assets, principally related to pension funding, amounts advanced to or due from the Company’s financial representatives, furniture, fixtures, equipment and non-operating software (net of accumulated depreciation) and certain invested assets are excluded from reported assets and surplus in the consolidated statement of financial position. Changes in nonadmitted assets are reported as a direct adjustment to surplus in the consolidated statement of changes in surplus.
Reclassifications
Certain prior year footnote disclosures have been reclassified to conform to the current year presentation.
F-8
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| 4. | Investments |
Bonds
Investments in bonds are reported in the financial statements at amortized cost, less any valuation adjustment. The interest method is used to amortize any purchase premium or discount. Use of the interest method for loan-backed bonds and structured securities includes estimates of future prepayments obtained from independent sources. Prepayment assumptions are updated at least annually, using the retrospective adjustment method to recognize related changes in the estimated yield-to-maturity of such securities. Prior to 2004, the prospective adjustment method was used.
The cumulative effect of this change in method as of January 1, 2004 was immaterial.
Valuation adjustments are made for bonds in or near default, which are reported at the lower of amortized cost or fair value, or for bonds with a decline in fair value that management considers to be other-than-temporary. See Note 3 regarding investment capital gains and losses. At December 31, 2005 and 2004, the reported value of bonds was reduced by $174 million and $121 million, respectively, of valuation adjustments.
Disclosure of estimated fair value is based upon values published by the Securities Valuation Office (“SVO”) of the NAIC. In the absence of SVO-published values, estimated fair value is based upon quoted market prices, if available. For bonds without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models.
Statement value and estimated fair value of bonds at December 31, 2005 and 2004 were as follows:
| December 31, 2005 |
Reconciliation to Estimated Fair Value | ||||||||||||
| Statement Value |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value | ||||||||||
| (in millions) | |||||||||||||
| U.S. Government |
$ | 7,309 | $ | 266 | $ | (77 | ) | $ | 7,498 | ||||
| States, territories and possessions |
96 | 1 | (3 | ) | 94 | ||||||||
| Special revenue and assessments |
12,505 | 114 | (197 | ) | 12,422 | ||||||||
| Public utilities |
3,507 | 126 | (49 | ) | 3,584 | ||||||||
| Banks, trust and insurance companies |
7,521 | 364 | (98 | ) | 7,787 | ||||||||
| Industrial and miscellaneous |
34,961 | 1,303 | (355 | ) | 35,909 | ||||||||
| $ | 65,899 | $ | 2,174 | $ | (779 | ) | $ | 67,294 | |||||
| December 31, 2004 |
Reconciliation to Estimated Fair Value | ||||||||||||
| Statement Value |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value | ||||||||||
| (in millions) | |||||||||||||
| U.S. Government |
$ | 8,848 | $ | 475 | $ | (47 | ) | $ | 9,276 | ||||
| States, territories and possessions |
264 | 43 | (1 | ) | 306 | ||||||||
| Special revenue and assessments |
11,207 | 178 | (28 | ) | 11,357 | ||||||||
| Public utilities |
3,915 | 304 | (6 | ) | 4,213 | ||||||||
| Banks, trust and insurance companies |
8,254 | 542 | (41 | ) | 8,755 | ||||||||
| Industrial and miscellaneous |
28,442 | 1,621 | (179 | ) | 29,884 | ||||||||
| Total |
$ | 60,930 | $ | 3,163 | $ | (302 | ) | $ | 63,791 | ||||
Statement value and estimated fair value of bonds by contractual maturity at December 31, 2005 are presented below. Estimated maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
| Statement Value |
Estimated Fair Value | |||||
| (in millions) | ||||||
| Due in one year or less |
$ | 971 | $ | 980 | ||
| Due after one year through five years |
10,835 | 11,050 | ||||
| Due after five years through ten years |
17,234 | 17,489 | ||||
| Due after ten years |
16,196 | 17,214 | ||||
| 45,236 | 46,733 | |||||
| Mortgage-backed and structured securities |
20,663 | 20,561 | ||||
| Total |
$ | 65,899 | $ | 67,294 | ||
F-9
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
Common and Preferred Stocks
Common stocks are generally reported in the financial statements at fair value, which is based upon quoted market prices, if available. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. The equity method is generally used to value investments in common stock of unconsolidated non-insurance subsidiaries. See Note 12 regarding the statement value of the Company’s investment in Frank Russell Company.
Preferred stocks rated “1” (highest quality), “2” (high quality), or “3” (medium quality) by the SVO are reported in the financial statements at amortized cost. All other preferred stock is reported at the lower of amortized cost or fair value. Estimated fair value is based upon quoted market prices, if available. For preferred stock without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models.
Valuation adjustments are made for preferred stocks rated “4” (low quality), “5” (lower quality) or “6” (lowest quality) by the SVO, which are reported at the lower of cost or fair value, or for common and preferred stocks with a decline in fair value that management considers to be other-than-temporary. At December 31, 2005 and 2004, the reported value of common and preferred stocks was reduced by $172 million and $108 million, respectively, of valuation adjustments.
Mortgage Loans
Mortgage loans are reported in the financial statements at unpaid principal balance, less any valuation allowance or unamortized commitment or origination fee. Such fees are generally deferred upon receipt and amortized into investment income using the interest method.
Mortgage loans are considered impaired when, based on current information, management considers it probable that the Company will be unable to collect all principal and interest due according to the contractual terms of the loan. If necessary, a valuation adjustment is made to reduce the carrying value of an impaired loan to the lower of unpaid principal balance or estimated net realizable value based on appraisal of the collateral property. If the impairment is considered to be temporary, the valuation adjustment is reported as an unrealized loss. Valuation adjustments for impairments considered to be other-than-temporary are reported as realized losses. The reported value of mortgage loans was reduced by $2 million for valuation adjustments at each of December 31, 2005 and 2004.
The maximum and minimum interest rates for mortgage loans originated during 2005 were 7.8% and 3.7%, respectively, while these rates during 2004 were 8.8% and 2.3%, respectively. The aggregate ratio of amounts loaned to the value of collateral for mortgage loans originated during 2005 and 2004 were 59% and 65%, respectively, with a maximum of 100% for any single loan during each of 2005 and 2004.
Real Estate
Real estate investments are reported in the financial statements at cost, less any valuation adjustment, encumbrances and accumulated depreciation of buildings and other improvements using a straight-line method over the estimated useful lives of the improvements. An investment in real estate is considered impaired when, based on current information, the estimated fair value of the property is lower than depreciated cost. The estimated fair value is primarily based upon the present value of future cash flow (for commercial properties) or the capitalization of stabilized net operating income (for multi-family residential properties). When the Company determines that an investment in real estate is impaired, a valuation adjustment is made to reduce the carrying value to estimated fair value, net of encumbrances. Valuation adjustments are reported as a realized loss. The reported value of real estate investments was reduced by $27 million for valuation adjustments at each of December 31, 2005 and 2004.
At December 31, 2005 and 2004, the reported value of real estate included $185 million and $190 million, respectively, of real estate properties occupied by the Company.
Leveraged Leases
Leveraged leases primarily represent investments in commercial aircraft or real estate properties that are leased to third parties and serve as collateral for non-recourse borrowings. Leveraged leases are valued at the present value of future minimum lease payments plus the residual value of the leased asset and classified as other investments in the consolidated statement of financial position. At December 31, 2005 and 2004, the reported value of leveraged leases was $342 million and $458 million, respectively. When the Company determines that an investment in leveraged leases is impaired, the lease value is recalculated with a valuation adjustment made to reduce the statement value. Valuation adjustments are reported as a realized loss. At December 31, 2005 and 2004, the reported value of leveraged leases was reduced by $106 million and $98 million, respectively, of valuation adjustments.
F-10
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
Capital Gains and Losses
Realized investment gains and losses for the years ended December 31, 2005, 2004 and 2003 were as follows:
| For the year ended December 31, 2005 |
Net |
For the year ended December 31, 2004 |
Net |
For the year ended December 31, 2003 |
Net |
||||||||||||||||||||||||||||
| Realized Gains |
Realized Losses |
Realized Gains |
Realized Losses |
Realized Gains |
Realized Losses |
||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||
| Bonds |
$ | 454 | $ | (536 | ) | $ | (82 | ) | $ | 816 | $ | (369 | ) | $ | 447 | $ | 1,369 | $ | (861 | ) | $ | 508 | |||||||||||
| Common and preferred stocks |
909 | (196 | ) | 713 | 521 | (211 | ) | 310 | 397 | (402 | ) | (5 | ) | ||||||||||||||||||||
| Mortgage loans |
3 | (1 | ) | 2 | — | (1 | ) | (1 | ) | 12 | — | 12 | |||||||||||||||||||||
| Real estate |
64 | (1 | ) | 63 | 48 | (8 | ) | 40 | 198 | — | 198 | ||||||||||||||||||||||
| Other investments |
140 | (177 | ) | (37 | ) | 325 | (522 | ) | (197 | ) | 145 | (286 | ) | (141 | ) | ||||||||||||||||||
| $ | 1,570 | $ | (911 | ) | 659 | $ | 1,710 | $ | (1,111 | ) | 599 | $ | 2,121 | $ | (1,549 | ) | 572 | ||||||||||||||||
| Less: IMR gains (losses) |
(61 | ) | 317 | 538 | |||||||||||||||||||||||||||||
| Less: Capital gains taxes (benefit) |
410 | 188 | (105 | ) | |||||||||||||||||||||||||||||
| Net realized capital gains |
$ | 310 | $ | 94 | $ | 139 | |||||||||||||||||||||||||||
Proceeds from the sale of bond investments totaled $72 billion, $47 billion and $83 billion for the years ended December 31, 2005, 2004 and 2003, respectively.
Realized losses (before capital gains taxes) included $276 million, $116 million and $405 million of valuation adjustments for declines in fair value of investments that were considered to be other-than-temporary for the years ended December 31, 2005, 2004 and 2003, respectively.
The amortized cost and estimated fair value of bonds and common and preferred stocks for which the estimated fair value had temporarily declined and remained below cost as of December 31, 2005 and 2004, were as follows:
| December 31, 2005 | ||||||||||||||||||||
| Decline For Less Than 12 Months | Decline For Greater Than 12 Months | |||||||||||||||||||
| Cost | Fair Value |
Difference | Cost | Fair Value |
Difference | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| Bonds |
$ | 26,488 | $ | 25,975 | $ | (513 | ) | $ | 5,752 | $ | 5,486 | $ | (266 | ) | ||||||
| Common and preferred stocks |
68 | 64 | (4 | ) | 81 | 62 | (19 | ) | ||||||||||||
| Total |
$ | 26,556 | $ | 26,039 | $ | (517 | ) | $ | 5,833 | $ | 5,548 | $ | (285 | ) | ||||||
F-11
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| December 31, 2004 | ||||||||||||||||||||
| Decline For Less Than 12 Months | Decline For Greater Than 12 Months | |||||||||||||||||||
| Cost | Fair Value |
Difference | Cost | Fair Value |
Difference | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| Bonds |
$ | 13,173 | $ | 12,953 | $ | (220 | ) | $ | 1,698 | $ | 1,616 | $ | (82 | ) | ||||||
| Common and preferred stocks |
746 | 704 | (42 | ) | 375 | 318 | (57 | ) | ||||||||||||
| Total |
$ | 13,919 | $ | 13,657 | $ | (262 | ) | $ | 2,073 | $ | 1,934 | $ | (139 | ) | ||||||
Changes in net unrealized investment gains and losses for the years ended December 31, 2005, 2004 and 2003 were as follows:
| For the year ended December 31, |
||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in millions) | ||||||||||||
| Bonds |
$ | (43 | ) | $ | 42 | $ | 188 | |||||
| Common and preferred stocks |
304 | 818 | 1,372 | |||||||||
| Other investments |
198 | 75 | 163 | |||||||||
| 459 | 935 | 1,723 | ||||||||||
| Change in deferred taxes |
(116 | ) | (290 | ) | (552 | ) | ||||||
| $ | 343 | $ | 645 | $ | 1,171 | |||||||
Securities Lending
The Company has entered into securities lending agreements whereby certain investment securities are loaned to third parties, primarily major brokerage firms. The aggregate statement value of loaned securities was $2.9 billion and $2.5 billion at December 31, 2005 and 2004, respectively. The Company’s policy requires a minimum of 102% of the fair value of the loaned securities, calculated on a daily basis, as collateral in the form of either cash or securities held by the Company or a trustee. At December 31, 2005 and 2004, unrestricted cash collateral held by the Company of $2.9 billion and $2.6 billion, respectively, is classified as cash and invested assets and the offsetting collateral liability of $2.9 billion and $2.6 billion, respectively, is classified as other liabilities in the consolidated statement of financial position. At December 31, 2005 and 2004, additional non-cash collateral of $539 million and $359 million, respectively, was held on the Company’s behalf by a trustee and is not included in the consolidated statement of financial position.
| 5. | Derivative Financial Instruments |
In the normal course of business, the Company enters into derivative transactions, generally to mitigate the risk to assets and surplus from fluctuations in interest rates, foreign currency exchange rates and other market risks. On the statutory basis of accounting, derivatives used for hedging purposes are classified as “cash flow” hedges, which mitigate the risk of variability in future cash flows from the position being hedged, or “fair value” hedges, which mitigate the risk of changes in fair value of the position being hedged. Derivatives classified as hedges that meet the specific requirements for hedge accounting are accounted for in a manner that is consistent with the item being hedged (e.g., at amortized cost or fair value). Derivatives used as hedges, but that do not meet the specific requirements for hedge accounting, are accounted for at fair value.
In addition to hedging, the Company uses derivatives for the purpose of investment “replication.” A replication is a derivative transaction that, when entered into in conjunction with other investments, serves to replicate in the aggregate the characteristics of otherwise permissible investments. Derivatives used as part of a replication are accounted for in a manner consistent with the replicated asset (e.g., at amortized cost or fair value).
The reported statement value of derivatives is classified as other investments in the consolidated statement of financial position.
Fair value is estimated as the amount that the Company would expect to receive or pay upon termination of the derivative contract as of the reporting date. Changes in fair value on open derivative positions accounted for at fair value are reported as unrealized capital gains or losses. Upon maturity or termination of derivative positions accounted for at fair value, capital gains and losses are reported as realized.
F-12
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
The Company does not take positions in derivatives for income generation purposes.
The Company held the following derivative positions at December 31, 2005 and 2004:
| December 31, 2005 | December 31, 2004 | |||||||||||||||||||||
| Derivative Instrument |
Notional Amount |
Statement Value |
Fair Value |
Notional Amount |
Statement Value |
Fair Value |
||||||||||||||||
| (in millions) | ||||||||||||||||||||||
| Cash Flow Hedges: |
||||||||||||||||||||||
| Interest rate floors |
$ | 1,250 | $ | 20 | $ | 34 | $ | 925 | $ | 17 | $ | 36 | ||||||||||
| Swaptions |
818 | 33 | 19 | 681 | 30 | 21 | ||||||||||||||||
| Foreign currency swaps |
312 | — | (10 | ) | 93 | — | (14 | ) | ||||||||||||||
| Construction loan forwards |
19 | — | 1 | 82 | — | 3 | ||||||||||||||||
| Foreign currency covers |
67 | — | 67 | 12 | — | 12 | ||||||||||||||||
| Interest rate swaps |
292 | 3 | 11 | 351 | — | 9 | ||||||||||||||||
| Interest rate basis swaps |
80 | — | — | 80 | — | — | ||||||||||||||||
| Commodity swaps |
3 | 1 | 1 | 3 | — | — | ||||||||||||||||
| Fair Value Hedges: |
||||||||||||||||||||||
| Credit default swaps |
220 | (3 | ) | (3 | ) | 220 | (3 | ) | (3 | ) | ||||||||||||
| Foreign currency forwards |
1,735 | 13 | 13 | 4,171 | (72 | ) | (72 | ) | ||||||||||||||
| Fixed income futures |
1,775 | — | — | 345 | — | — | ||||||||||||||||
| Short equity index futures |
441 | — | — | — | — | — | ||||||||||||||||
| Purchased put options |
— | — | — | — | — | — | ||||||||||||||||
| Replications: |
||||||||||||||||||||||
| Fixed income |
136 | — | (1 | ) | 210 | — | 2 | |||||||||||||||
| Long equity futures |
5 | — | — | 152 | — | — | ||||||||||||||||
| Long fixed income futures |
— | — | — | — | — | — | ||||||||||||||||
The notional amounts of derivative financial instruments are used to contractually denominate the transactions and do not represent the amounts exchanged between the parties.
Cash Flow Hedges:
Interest rate floors are used to mitigate the asset/liability risks of a significant and sustained decrease in interest rates for certain of the Company’s insurance products. Floors entitle the Company to receive settlement payments from the counterparties if interest rates decline below a specified level. Interest rate floors qualify for hedge accounting.
Swaptions are used to mitigate the asset/liability risks of a significant and sustained increase or decrease in interest rates for certain of the Company’s insurance products. A swaption is a contractual agreement whereby one party holds an option to enter into an interest rate swap with another party on predefined terms. Swaptions qualify for hedge accounting.
Foreign currency swaps are used to mitigate exposure to variable U.S. dollar cash flows from certain bonds denominated in foreign currencies. A foreign currency swap is a contractual agreement to exchange the currencies of two different countries at a specified rate of exchange in the future. Foreign currency swaps qualify for hedge accounting.
Construction loan forwards are entered into to mitigate exposure to market fluctuations for the forecasted purchase of GNMA loan certificates. Construction loan forwards entitle the Company to purchase GNMA loan certificates at a predetermined price at a date in the future that does not exceed 10 years. Construction loan forwards qualify for hedge accounting.
Foreign currency covers are used to mitigate the foreign exchange risk on trades of investments denominated in foreign currencies. Foreign currency covers obligate the Company to pay or receive a specified amount of foreign currency at a future date at a specified exchange rate. Foreign currency covers qualify for hedge accounting.
Interest rate swaps are used to mitigate exposure to interest rate risk on certain floating and fixed rate bonds. An interest rate swap is a contractual agreement to pay a rate of interest based upon a reference index in exchange for a fixed rate of interest established at the origination of the contract. Certain of the Company’s interest rate swaps qualify for hedge accounting, while others do not. Unrealized gains of $2 million and $1 million were recognized during 2005 and 2004, respectively, on contracts that did not qualify for hedge accounting.
F-13
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
Interest rate basis swaps are used to mitigate the basis risk on certain hedges of variable rate preferred stocks. An interest rate basis swap is a contractual agreement to pay a rate of return based upon one reference index in exchange for receiving a rate of return based upon a different reference index. Interest rate basis swaps do not qualify for hedge accounting. No unrealized gains or losses were recognized during 2005 or 2004 on these contracts.
Commodity swaps are used to mitigate exposure to market fluctuations for the forward sale of crude oil and natural gas production. They are contractual agreements whereby one party pays a floating commodity price in exchange for a specified fixed commodity price. Commodity swaps do not qualify for hedge accounting. An unrealized gain of $1 million and unrealized losses of $400 thousand were recognized during 2005 and 2004, respectively, on these contracts.
Fair Value Hedges:
Credit default swaps are used to mitigate the credit risk associated with investments in bonds of specific issuers. A credit default swap allows the Company to put the bond to a counterparty at par upon a “credit event” sustained by the bond issuer. A credit event is defined as bankruptcy, failure to pay or obligation acceleration. Certain of the Company’s credit default swaps qualify for hedge accounting, while others do not. Unrealized gains of $1 million and unrealized losses of $3 million were recognized during 2005 and 2004, respectively, on contracts that did not qualify for hedge accounting.
Foreign currency forwards are used to mitigate the foreign exchange risk for portfolios of investments denominated in foreign currencies. Foreign currency forward contracts obligate the Company to deliver a specified amount of foreign currency at a future date at a specified exchange rate. Foreign currency forward contracts do not qualify for hedge accounting. Unrealized gains of $85 million and unrealized losses of $29 million were recognized during 2005 and 2004, respectively, on these contracts.
Fixed income futures are used to mitigate interest rate risk for a portion of the Company’s fixed maturity investment portfolio. Fixed income futures contracts obligate the Company to buy or sell a financial instrument at a specified future date for a specified price. Fixed income futures contracts do not qualify for hedge accounting. Unrealized losses of $9 million and $2 million were recognized during 2005 and 2004, respectively, on these contracts.
Short equity index futures are used to mitigate exposure to market fluctuations for the Company’s portfolio of common stocks. Futures contracts obligate the Company to buy or sell a financial instrument at a specified future date for a specified price. These futures contracts do not qualify for hedge accounting. Unrealized losses of $1 million and $0 were recognized during 2005 and 2004, respectively, on these contracts.
Purchased put options are used to mitigate exposure to credit risk associated with a specific security. Purchased put options give the Company the ability to sell a financial instrument at a specified future date for a specified price. These options do not qualify for hedge accounting. No unrealized gains or losses were recognized during 2005 or 2004 on these contracts.
Replications:
Fixed income replications are used to replicate a bond investment through the use of credit default swaps, interest rate swaps, credit default indexes and cash market instruments. These replication transactions, including the derivative components, are reported at amortized cost. The average fair value of such contracts was ($4) million and $3 million during 2005 and 2004, respectively. A realized loss of $10 million and a realized gain of $300 thousand were recognized during 2005 and 2004, respectively, on the termination of these contracts.
Long equity futures replications are used to gain equity market investment exposure. These replication transactions are reported at fair value, with changes in fair value reflected as a component of unrealized gains and losses until such time as the contracts are terminated. The average fair value of such contracts was $230 million and $141 million during 2005 and 2004, respectively. Realized losses of $2 million and realized gains of $15 million were recognized during 2005 and 2004, respectively, on the termination of these contracts.
Long fixed income futures replications are used to manage the duration of the fixed income portfolio and mitigate exposure to interest rate changes. These replication transactions are reported at fair value, with changes in fair value reflected as a component of unrealized gains and losses until such time as the contracts are terminated. The average fair value of such contracts was $342 million and $384 million during 2005 and 2004, respectively. Realized gains of $7 million and $6 million were recognized during 2005 and 2004, respectively, on the termination of these contracts.
F-14
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| 6. | Reserves for Policy Benefits |
General account reserves for policy benefits at December 31, 2005 and 2004 are summarized below:
| December 31, | ||||||
| 2005 | 2004 | |||||
| (in millions) | ||||||
| Life insurance reserves |
$ | 83,590 | $ | 77,418 | ||
| Annuity reserves and deposit liabilities |
5,193 | 5,037 | ||||
| Disability income and long-term care unpaid claims and claim reserves |
3,373 | 3,234 | ||||
| Disability income and long-term care active life reserves |
1,988 | 1,899 | ||||
| Total reserves for policy benefits |
$ | 94,144 | $ | 87,588 | ||
Life insurance reserves on substantially all policies issued since 1978 are based on the Commissioner’s Reserve Valuation Method (“CRVM”) using the 1958, 1980 or 2001 CSO mortality tables with interest rates ranging from 3.5% to 5.5%. Other life insurance reserves are primarily based on the net level premium method, using various mortality tables at interest rates ranging from 2% to 4.5%. As of December 31, 2005, the Company had $930 billion of total life insurance in-force, including $12 billion of life insurance in-force for which gross premiums were less than net premiums according to the standard valuation methods and assumptions prescribed by the OCI.
Tabular cost has been determined from the basic data for the calculation of policy reserves. Tabular cost less actual reserves released has been determined from the basic data for the calculation of reserves and reserves released. Tabular interest has been determined from the basic data for the calculation of policy reserves. Tabular interest on funds not involving life contingencies is calculated as the product of the valuation rate of interest times the mean of the amount of funds subject to such rate held at the beginning and end of the year of valuation.
Additional premiums are charged for substandard lives for policies issued after January 1, 1956. Net level premium or CRVM mean reserves are based on multiples of mortality tables or one-half the net flat or other extra mortality charge. The Company waives deduction of fractional premiums upon death of an insured and returns any portion of the final premium beyond the date of death. Cash values are not promised in excess of the legally computed reserves.
Deferred annuity reserves on contracts issued since 1985 are primarily based on the Commissioner’s Annuity Reserve Valuation Method with interest rates ranging from 3.5% to 6.25%. Other deferred annuity reserves are based on contract value. Immediate annuity reserves are based on present value of expected benefit payments with interest rates ranging from 3.5% to 7.5%. Changes in future policy benefits on supplementary contracts without life contingencies are classified as deposit-type transactions and thereby excluded from net additions to policy benefit reserves in the consolidated statement of operations.
At December 31, 2005 and 2004, the withdrawal characteristics of the Company’s general account annuity reserves and deposit liabilities were as follows:
| December 31, | ||||||
| 2005 | 2004 | |||||
| (in millions) | ||||||
| Subject to discretionary withdrawal |
||||||
| - with market value adjustment |
$ | 1,276 | $ | 1,290 | ||
| - without market value adjustment |
2,508 | 2,413 | ||||
| Not subject to discretionary withdrawal |
1,409 | 1,334 | ||||
| Total |
$ | 5,193 | $ | 5,037 | ||
Unpaid claims and claim reserves for disability income policies are based on the present value of expected benefit payments, primarily using the 1985 Commissioner’s Individual Disability Table A (“CIDA”), modified for Company experience in the first four years of disability, with interest rates ranging from 3% to 5.5%. Unpaid claims and claim reserves for long-term care policies are based on the present value of expected benefit payments using industry-based long-term care experience with a 4.5% interest rate.
F-15
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
Reserves for unpaid claims, losses and loss adjustment expenses on disability income and long-term care insurance were $3.4 billion and $3.2 billion at December 31, 2005 and 2004, respectively. The table below provides a summary of the changes in these reserves for the years ended December 31, 2005 and 2004.
| For the year ended December 31, |
||||||||
| 2005 | 2004 | |||||||
| (in millions) | ||||||||
| Balance at January 1 |
$ | 3,234 | $ | 3,083 | ||||
| Incurred related to: |
||||||||
| Current year |
462 | 472 | ||||||
| Prior year |
68 | 45 | ||||||
| Total incurred |
530 | 517 | ||||||
| Paid related to: |
||||||||
| Current year |
(18 | ) | (18 | ) | ||||
| Prior year |
(373 | ) | (348 | ) | ||||
| Total paid |
(391 | ) | (366 | ) | ||||
| Balance at December 31 |
$ | 3,373 | $ | 3,234 | ||||
The changes in reserves for incurred claims related to prior years are generally the result of ongoing analysis of recent loss development trends.
Active life reserves for disability income policies issued since 1987 are primarily based on the two-year preliminary term method using the 1985 CIDA for morbidity with a 4.0% interest rate. Active life reserves for prior disability income policies are based on the net level premium method, using the 1964 Commissioner’s Disability Table for morbidity with interest rates ranging from 3.0% to 4.0%.
Active life reserves for long-term care policies consist of mid-terminal reserves and unearned premium. Mid-terminal reserves are based on the one-year preliminary term method, industry-based morbidity experience, total terminations based on the 1983 Individual Annuity Mortality table without lapses or the 1983 Group Annuity Mortality table with lapses, with an interest rate of either 4.0% or 4.5%. For reserves using lapse assumptions, a separate calculation is performed using interest rates ranging from 5.2% to 6.0% and excluding lapses. Reserves resulting from the separate calculation are compared in the aggregate to the statutory minimum and the greater of the two is held.
| 7. | Premium and Annuity Considerations Deferred and Uncollected |
Gross deferred and uncollected insurance premiums represent life insurance premiums due to be received from policyowners through the next respective policy anniversary dates. Net deferred and uncollected premiums represent only the portion of gross premiums related to mortality charges and interest, and are reported as an asset in the consolidated statement of financial position.
Deferred and uncollected premiums at December 31, 2005 and 2004 were as follows:
| December 31, 2005 | December 31, 2004 | |||||||||||
| Gross | Net | Gross | Net | |||||||||
| (in millions) | ||||||||||||
| Ordinary new business |
$ | 171 | $ | 81 | $ | 162 | $ | 76 | ||||
| Ordinary renewal |
1,647 | 1,348 | 1,570 | 1,283 | ||||||||
| $ | 1,818 | $ | 1,429 | $ | 1,732 | $ | 1,359 | |||||
F-16
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| 8. | Separate Accounts |
Following is a summary of separate account liabilities by withdrawal characteristic at December 31, 2005 and 2004:
| December 31, | ||||||
| 2005 | 2004 | |||||
| (in millions) | ||||||
| Subject to discretionary withdrawal |
||||||
| - with market value adjustment |
$ | 13,098 | $ | 11,987 | ||
| - without market value adjustment |
— | — | ||||
| Not subject to discretionary withdrawal |
2,434 | 2,109 | ||||
| Non-policy liabilities |
221 | 222 | ||||
| Total separate account liabilities |
$ | 15,753 | $ | 14,318 | ||
While separate account liability values are not guaranteed by the Company, variable annuity and variable life insurance products do include guaranteed minimum death benefits underwritten by the Company. General account reserves for policy benefits included $8 million attributable to these benefits at each of December 31, 2005 and 2004.
Premiums and other considerations received from variable life and variable annuity policyowners during the years ended December 31, 2005 and 2004 were $1.6 billion and $1.3 billion, respectively. These amounts are reported as premiums in the consolidated statement of operations. The subsequent transfer of these receipts to the separate accounts is reported in transfers to separate accounts in the consolidated statement of operations, net of amounts received from the separate accounts to provide for policy benefit payments to variable product policyowners.
Following is a summary reconciliation of amounts reported as transfers to and from separate accounts in the summary of operations of the Company’s NAIC Separate Account Annual Statement with the amount reported as net transfers to separate accounts in the accompanying consolidated statement of operations for the years ended December 31, 2005, 2004 and 2003:
| For the year ended December 31, |
||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in millions) | ||||||||||||
| From Separate Account Annual Statement: |
||||||||||||
| Transfers to separate accounts |
$ | 1,721 | $ | 1,428 | $ | 1,224 | ||||||
| Transfers from separate accounts |
(1,043 | ) | (1,012 | ) | (1,125 | ) | ||||||
| 678 | 416 | 99 | ||||||||||
| Reconciling adjustments: |
||||||||||||
| Investment management and administrative charges |
— | — | 73 | |||||||||
| Mortality, breakage and taxes |
(14 | ) | 6 | 116 | ||||||||
| Net transfers to separate accounts |
$ | 664 | $ | 422 | $ | 288 | ||||||
| 9. | Employee and Representative Benefit Plans |
The Company sponsors noncontributory defined benefit retirement plans (“plans”) for all eligible employees and financial representatives. These include tax-qualified plans, as well as nonqualified plans that provide benefits to certain participants in excess of ERISA limits for qualified plans. The Company’s funding policy for the tax qualified plans is to make annual contributions that are no less than the minimum amount needed to comply with the requirements of ERISA and no greater than the maximum amount deductible for federal income tax purposes. The Company contributed $180 million and $38 million to the qualified employee retirement plan during 2005 and 2004, respectively, and expects to contribute $38 million in 2006.
In addition to defined pension benefits, the Company provides certain health care and life insurance benefits (“postretirement benefits”) to retired employees, financial representatives and eligible dependents. Substantially all employees and financial representatives will become eligible for these benefits if they reach retirement age while working for the Company.
F-17
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
Aggregate assets and projected benefit obligations of the defined benefit plans and for postretirement benefits at December 31, 2005 and 2004, and changes in assets and obligations for the years then ended, were as follows:
| Defined Benefit Plans | Postretirement Benefit Plans | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
| (in millions) | ||||||||||||||||
| Fair value of plan assets at January 1 |
$ | 1,950 | $ | 1,738 | $ | 22 | $ | 20 | ||||||||
| Changes in plan assets: |
||||||||||||||||
| Actual return on plan assets |
173 | 208 | 1 | 4 | ||||||||||||
| Company contributions |
180 | 38 | — | — | ||||||||||||
| Actual plan benefits paid |
(39 | ) | (34 | ) | (2 | ) | (2 | ) | ||||||||
| Fair value of plan assets at December 31 |
$ | 2,264 | $ | 1,950 | $ | 21 | $ | 22 | ||||||||
| Projected benefit obligation at January 1 |
$ | 2,041 | $ | 1,729 | $ | 196 | $ | 166 | ||||||||
| Changes in benefit obligation: |
||||||||||||||||
| Service cost of benefits earned |
72 | 70 | 20 | 18 | ||||||||||||
| Interest cost on projected obligations |
118 | 111 | 11 | 11 | ||||||||||||
| Projected plan benefits paid |
(45 | ) | (40 | ) | (11 | ) | (10 | ) | ||||||||
| Experience losses (gains) |
47 | 171 | (8 | ) | 11 | |||||||||||
| Projected benefit obligation at December 31 |
$ | 2,233 | $ | 2,041 | $ | 208 | $ | 196 | ||||||||
Plan assets are invested primarily in common stocks and corporate debt securities through a separate account of the Company. The investment objective of the plans is to maximize long-term total rate of return, consistent with prudent investment risk management and in accordance with ERISA requirements. Investments are made for the sole interest of the plans’ participants.
While significant exposure to publicly traded equity securities is warranted by the long-term nature of expected benefit payments, diversification across asset classes is maintained to provide a risk/reward profile consistent with the objectives of the plans’ participants. Diversified equity investments are subject to an aggregate maximum exposure of 75%, with holdings in any one corporate issuer not to exceed 3% of total assets. Asset mix is rebalanced regularly to maintain holdings within target asset allocation ranges. The measurement date for plan assets is December 31, with the fair value of plan assets based primarily on quoted market values.
Plan assets by asset class at December 31, 2005 and 2004 were as follows:
| Defined Benefit Plans | Postretirement Benefit Plans | |||||||||||||||||||||||
| 2005 | % of FV | 2004 | % of FV | 2005 | % of FV | 2004 | % of FV | |||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Bonds |
$ | 965 | 43 | % | $ | 856 | 44 | % | $ | 9 | 42 | % | $ | 9 | 43 | % | ||||||||
| Preferred stock |
7 | 0 | % | 7 | 0 | % | — | 0 | % | — | 0 | % | ||||||||||||
| Public common stock |
1,239 | 55 | % | 1,058 | 54 | % | 12 | 58 | % | 13 | 57 | % | ||||||||||||
| Private equities and other |
53 | 2 | % | 29 | 2 | % | — | 0 | % | — | 0 | % | ||||||||||||
| Total assets |
$ | 2,264 | 100 | % | $ | 1,950 | 100 | % | $ | 21 | 100 | % | $ | 22 | 100 | % | ||||||||
The projected benefit obligation (“PBO”) represents the actuarial net present value of future benefit obligations. For defined benefit plans, PBO includes assumptions as to future salary increases. This measure is consistent with the ongoing concern assumption and is mandated for measuring pension obligations. The accumulated benefit obligation (“ABO”) is similar to the calculation of the PBO, but is based only on current salaries, with no assumption of future salary increases. The aggregate ABO for the defined benefit plans of the Company was $1.8 billion and $1.6 billion at December 31, 2005 and 2004, respectively.
The following table summarizes assumptions used in estimating the projected benefit obligations at December 31, 2005, 2004 and 2003:
| Defined Benefit Plans | Postretirement Benefit Plans | |||||||||||||||||
| 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | |||||||||||||
| Discount rate |
5.75 | % | 6.00 | % | 6.50 | % | 5.75 | % | 6.00 | % | 6.50 | % | ||||||
| Long-term rate of return on plan assets |
8.00 | % | 8.00 | % | 8.00 | % | 8.00 | % | 8.00 | % | 8.00 | % | ||||||
| Annual increase in compensation |
4.50 | % | 4.50 | % | 4.50 | % | 4.50 | % | 4.50 | % | 4.50 | % | ||||||
The long-term rates of return on plan assets are estimated assuming an allocation of plan assets among asset classes consistent with December 31, 2005. Returns are estimated by asset class
F-18
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
based on the current risk free interest rate plus a risk premium. The risk premium is based on historical returns and other factors such as expected reinvestment returns and anticipated asset manager performance.
The projected benefit obligation for postretirement benefits at December 31, 2005 and 2004 assumed an annual increase in future retiree medical costs of 10%, grading down to 5% over five years and remaining level thereafter. A further increase in the assumed healthcare cost trend of 1% in each year would increase the accumulated postretirement benefit obligation as of December 31, 2005 by $19 million and net periodic postretirement benefit expense during 2005 by $3 million. A decrease in the assumed healthcare cost trend of 1% in each year would reduce the accumulated postretirement benefit obligation as of December 31, 2005 and net periodic postretirement benefit expense during 2005 by the same amounts.
Following is an aggregate reconciliation of the funded status of the plans to the related financial statement liability reported by the Company at December 31, 2005 and 2004:
| Defined Benefit Plans | Postretirement Benefit Plans | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
| (in millions) | ||||||||||||||||
| Fair value of plan assets at December 31 |
$ | 2,264 | $ | 1,950 | $ | 21 | $ | 22 | ||||||||
| Projected benefit obligation at December 31 |
2,233 | 2,041 | 208 | 196 | ||||||||||||
| Funded status |
31 | (91 | ) | (187 | ) | (174 | ) | |||||||||
| Unrecognized net experience losses |
513 | 466 | 44 | 50 | ||||||||||||
| Unrecognized initial net asset |
(557 | ) | (577 | ) | — | — | ||||||||||
| Additional minimum liability |
(10 | ) | (16 | ) | — | — | ||||||||||
| Nonadmitted asset |
(326 | ) | (114 | ) | — | — | ||||||||||
| Net pension liability |
$ | (349 | ) | $ | (332 | ) | $ | (143 | ) | $ | (124 | ) | ||||
Unrecognized net experience gains or losses represent cumulative amounts by which plan experience for return on plan assets or growth in benefit liabilities have varied from related assumptions. These differences accumulate without recognition in the Company’s financial statements unless they exceed 10% of plan assets or projected benefit obligation, whichever is greater. If they exceed this limit, they are amortized into net periodic benefit costs over the remaining average years of service until retirement of the plan participants, which is currently fourteen years for employee plans and twelve years for field representative plans.
Unrecognized initial asset represents the amount by which the fair value of plan assets exceeded the projected benefit obligation for funded pension plans upon the adoption of the statutory basis of accounting for pensions as of January 1, 2001. The Company has elected not to record a direct credit to surplus for this excess, electing instead to amortize this unrecognized initial asset as a credit to net periodic benefit cost in a systematic manner until exhausted.
An additional minimum liability is required if a plan’s accumulated benefit obligation exceeds plan assets or accrued pension liabilities. This liability was $10 million, $16 million and $7 million at December 31, 2005, 2004 and 2003, respectively. Changes in the liability are reported as a direct adjustment to surplus in the consolidated statement of changes in surplus.
Any net pension assets for funded plans are nonadmitted and are thereby excluded from reported assets and surplus in the consolidated statement of financial position.
The components of net periodic benefit costs for the years ended December 31, 2005, 2004 and 2003 were as follows:
| Defined Benefit Plans | Postretirement Benefits | |||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Components of net periodic benefit cost: |
||||||||||||||||||||||||
| Service cost of benefits earned |
$ | 72 | $ | 70 | $ | 64 | $ | 20 | $ | 18 | $ | 15 | ||||||||||||
| Interest cost on projected obligations |
118 | 111 | 103 | 11 | 11 | 10 | ||||||||||||||||||
| Amortization of experience gains and losses |
15 | 13 | 34 | 1 | 1 | 2 | ||||||||||||||||||
| Amortization of initial net asset |
(20 | ) | (21 | ) | (46 | ) | — | — | — | |||||||||||||||
| Expected return on plan assets |
(166 | ) | (138 | ) | (113 | ) | (4 | ) | (1 | ) | (1 | ) | ||||||||||||
| Net periodic expense |
$ | 19 | $ | 35 | $ | 42 | $ | 28 | $ | 29 | $ | 26 | ||||||||||||
F-19
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
The expected benefit payments by the defined benefit plans and the postretirement plans for the years 2006 through 2015 are as follows:
| Defined Benefit Plans | Postretirement Benefit Plans | |||||
| (in millions) | ||||||
| 2006 |
$ | 52 | $ | 11 | ||
| 2007 |
58 | 13 | ||||
| 2008 |
65 | 14 | ||||
| 2009 |
72 | 16 | ||||
| 2010 |
80 | 17 | ||||
| 2011-2015 |
581 | 115 | ||||
| $ | 908 | $ | 186 | |||
The Company also sponsors a contributory 401(k) plan for eligible employees and a noncontributory defined contribution plan for financial representatives. For the years ended December 31, 2005, 2004 and 2003 the Company expensed total contributions to these plans of $25 million, $24 million and $23 million, respectively.
| 10. | Reinsurance |
The Company limits its exposure to life insurance death benefits by ceding insurance coverage to various reinsurers. The Company retains a maximum of $35 million of coverage per individual life and a maximum of $50 million of coverage per joint life. The Company also cedes a portion of its exposure to group disability benefits on a coinsurance basis and has an excess reinsurance contract for certain individual disability income policies issued prior to 1999 with retention limits varying based upon coverage type. The Company also participates in catastrophic risk sharing pools.
Amounts shown in the consolidated financial statements are reported net of the impact of reinsurance. Reserves for policy benefits at December 31, 2005 and 2004 were reported net of ceded reserves of $1.3 billion and $1.2 billion, respectively.
The effects of reinsurance on premium revenue and benefits expense for the years ended December 31, 2005, 2004 and 2003 were as follows:
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in millions) | ||||||||||||
| Direct premium revenue |
$ | 12,078 | $ | 11,397 | $ | 10,959 | ||||||
| Premiums ceded |
(715 | ) | (715 | ) | (652 | ) | ||||||
| Net premium revenue |
$ | 11,363 | $ | 10,682 | $ | 10,307 | ||||||
| Direct benefit expense |
12,161 | 11,568 | 11,110 | |||||||||
| Benefits ceded |
(475 | ) | (478 | ) | (483 | ) | ||||||
| Net benefit expense |
$ | 11,686 | $ | 11,090 | $ | 10,627 | ||||||
In addition, the Company reported $182 million, $207 million and $184 million in allowances from reinsurers for reimbursement of commissions and other expenses on ceded business for the years ended December 31, 2005, 2004 and 2003, respectively. These amounts are classified as other income in the consolidated statement of operations.
Reinsurance contracts do not relieve the Company from its obligations to policyowners. Failure of reinsurers to honor their obligations could result in losses to the Company. There were no reinsurance recoverables at December 31, 2005 and 2004 that were considered by management to be uncollectible.
F-20
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| 11. | Income Taxes |
The Company files a consolidated federal income tax return including the following entities:
| Northwestern Mutual Investment Services, LLC | Frank Russell Company | |
| Northwestern International Holdings, Inc. | Bradford, Inc. | |
| NML Real Estate Holdings, LLC and subsidiaries | Network Planning Advisors, LLC | |
| NML Securities Holdings, LLC and subsidiaries | Mason Street Advisors, LLC | |
| Northwestern Investment Management Company, LLC | NML – CBO, LLC | |
| Northwestern Mutual Wealth Management Company | JYD Assets, LLC |
The Company collects from or refunds to these subsidiaries their share of consolidated income taxes determined under written tax-sharing agreements. During 2004, the Company sold its majority interest in Baird Holding Company (see Note 14). Prior to the sale, Baird Holding Company was included in the Company’s consolidated income tax return. Federal income tax returns for years through 2001 are closed as to further assessment of tax. The liability for income taxes payable in the consolidated statement of financial position reflects taxes payable at the reporting date plus a provision for additional taxes that may become due with respect to the open tax years.
The Company accounts for deferred tax assets and liabilities, which reflect the financial statement impact of cumulative temporary differences between the tax and financial statement bases of assets and liabilities. The significant components of the net deferred tax asset at December 31, 2005 and 2004 were as follows:
| December 31, | Change | |||||||||
| 2005 | 2004 | |||||||||
| (in millions) | ||||||||||
| Deferred tax assets: |
||||||||||
| Policy acquisition costs |
$ | 794 | $ | 757 | $ | 37 | ||||
| Investment assets |
135 | 118 | 17 | |||||||
| Policy benefit liabilities |
1,705 | 1,644 | 61 | |||||||
| Benefit plan obligations |
313 | 284 | 29 | |||||||
| Guaranty fund assessments |
7 | 10 | (3 | ) | ||||||
| Nonadmitted assets |
63 | 61 | 2 | |||||||
| Other |
63 | 37 | 26 | |||||||
| Gross deferred tax assets |
3,080 | 2,911 | 169 | |||||||
| Deferred tax liabilities: |
||||||||||
| Premium and other receivables |
539 | 504 | 35 | |||||||
| Investment assets |
1,480 | 1,464 | 16 | |||||||
| Other |
4 | 7 | (3 | ) | ||||||
| Gross deferred tax liabilities |
2,023 | 1,975 | 48 | |||||||
| Net deferred tax assets |
$ | 1,057 | $ | 936 | $ | 121 | ||||
The statutory basis of accounting limits the amount of gross deferred tax assets that can be included in Company surplus. This limit is based on a formula that takes into consideration available loss carryback capacity, expected timing of reversal for existing temporary differences, gross deferred tax liabilities and the level of Company surplus. At December 31, 2005 and 2004, the Company’s gross deferred tax assets did not exceed this limitation.
Changes in deferred tax assets and liabilities related to unrealized gains and losses on investments are reported as a component of changes in unrealized capital gains and losses in the consolidated statement of changes in surplus. Other net changes in deferred tax assets and liabilities are direct adjustments to surplus and separately reported in the consolidated statement of changes in surplus.
F-21
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
The major components of current income tax expense (benefit) were as follows:
| For the year ended December 31, |
||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
| (in millions) | ||||||||||||
| Income tax |
$ | 113 | $ | (85 | ) | $ | (65 | ) | ||||
| Tax credits |
(56 | ) | (39 | ) | (25 | ) | ||||||
| Total current tax expense (benefit) |
$ | 57 | $ | (124 | ) | $ | (90 | ) | ||||
The Company’s taxable income can vary significantly from gain from operations before taxes due to temporary and permanent differences in revenue recognition and expense deduction between tax and financial statement bases of reporting.
In previous years the Company was subject to an “equity tax” that was applied only to mutual life insurance companies. In March 2002, Congress passed legislation that suspended the equity tax for tax years 2001 through 2003. While the Company was subject to the equity tax in 2004, no related expense recognition was considered necessary. Legislation was enacted in April 2004 that permanently repealed the equity tax effective January 1, 2005.
The Company’s effective tax rates were 16%, 12% and 13% for the years ended December 31, 2005, 2004 and 2003, respectively. The effective rate is not the statutory rate applied to the Company’s taxable income or loss by the Internal Revenue Service. It is a financial statement relationship that represents the ratio between the sum of total taxes, including those that affect net income and changes in deferred taxes not related to unrealized gains and losses on investments, to the sum of gain from operations before taxes and pretax net realized gains or losses. These financial statement effective rates were different than the applicable federal tax rate of 35% due primarily to differences between book and tax recognition of net investment income and realized capital gains and losses, as well as prior year adjustments.
Income taxes paid in 2005 and prior years of $1.1 billion are available at December 31, 2005 for recoupment in the event of future tax losses.
| 12. | Frank Russell Company Acquisition and Goodwill |
The Company acquired Frank Russell Company (“Russell”) effective January 1, 1999. Russell, a global leader in multi-manager investment services, provides investment products and services in more than 39 countries. The initial purchase price of approximately $1.0 billion was funded with a combination of cash, senior notes issued by Russell and bank debt. The purchase agreement also called for additional contingent consideration to be paid to the former owners of Russell based upon the financial performance of Russell during the five year period ended December 31, 2003.
The acquisition was accounted for using the statutory purchase method, whereby the excess of the acquisition price over the fair value of Russell net assets at the time of the acquisition was attributed to goodwill reported in the accounts of Russell. Further, the statutory purchase method required that the Company’s cost basis of its investment in Russell be reduced, through a direct reduction of Company surplus, for the amount by which Russell goodwill exceeded 10% of the Company’s surplus at the time of the acquisition.
The Company applied for, and was granted, permission by the OCI for an alternative accounting treatment (“permitted practice”), whereby all Russell goodwill, including any subsequent additions to goodwill resulting from payment of contingent purchase consideration, be charged off as a direct reduction of Company surplus. This permitted practice differs from that required by the NAIC “Accounting Practices and Procedures Manual,” which requires that any goodwill not in excess of 10% of the Company’s surplus be amortized using a straight-line method over the period during which the acquiring entity benefits economically or ten years, whichever is shorter.
At December 31, 2005 and 2004, the Company had made cumulative direct reductions of surplus for goodwill associated with the Russell acquisition of $981 million. These charge-offs exceeded the Company’s equity method investment basis in Russell by $531 million and $581 million at December 31, 2005 and 2004, respectively, which is classified as a reduction of the Company’s total investment in common stocks.
If the Company had not received permission for this alternative accounting treatment, Company surplus as reported in the statement of financial position would have been greater by $257 million, $320 million and $358 million at December 31, 2005, 2004 and 2003, respectively, and net income as reported in the statement of operations would have been lower by $63 million, $61 million and $53 million for the years then ended, respectively.
F-22
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| 13. | Contingencies and Guarantees |
The Company has unconditionally guaranteed repayment of $350 million of senior notes and up to $50 million of bank borrowings owed by Russell.
In the normal course of business, the Company has guaranteed certain obligations of other affiliates and made guarantees of operating leases or future minimum compensation payments on behalf of its financial representatives. The maximum exposure under these guarantees totaled approximately $386 million at December 31, 2005. The Company believes that the likelihood is remote that payments will be required under these guarantees and therefore has not accrued a contingent liability in the consolidated statement of financial position. In addition, the Company routinely makes commitments to fund mortgage loans or other investments in the normal course of business. These commitments aggregated to $3.7 billion at December 31, 2005 and were extended at market interest rates and terms.
The Company is engaged in various legal actions in the normal course of its investment and insurance operations. In the opinion of management, losses that may ultimately result from such actions would not have a material effect on the Company’s financial position at December 31, 2005.
| 14. | Related Party Transactions |
During 2005, the Company and other affiliates redeemed $94 million of seed money from mutual funds within the Company’s Mason Street Funds, Inc. subsidiary. The Company recognized $6 million of losses on these redemptions.
The Company has agreed to combine the Mason Street mutual funds with new or existing mutual funds of two competitors. These transactions are subject to approval by fund shareholders at a meeting that is anticipated to take place at the end of March 2006. The financial statement impact on the Company during 2006 of these combinations is expected to be immaterial. Following the exchange of Mason Street fund shares for shares in the respective competitor funds, the Company will be required to maintain investments of up to $900 million in the funds for up to three years following the closing of the transaction. At December 31, 2005 the Company held investments in Mason Street funds totaling $971 million, which are reported at fair value as common stocks in the consolidated statement of financial position.
See Note 2 regarding certain related party transactions made during 2005 in conjunction with the adoption of new accounting guidance for investments in subsidiary, controlled or affiliated entities.
On May 13, 2004 the Company sold its majority interest in Baird Holding Company (“Baird”) to Baird management and employees. At the time of the sale, the Company owned approximately 51% of Baird common stock, with Baird management and employees owning the remainder. The Company realized a $30 million gain on the sale of its remaining interest in Baird, which was included in realized capital gains in the consolidated statement of operations during 2004. The Company financed a substantial portion of the sale price through the purchase of $240 million of subordinated notes, with attached warrants, issued by Baird. These notes have interest rates of between 6.50% and 8.25% and maturities of between ten and twelve years. Notes in the amount of $210 million remain outstanding at December 31, 2005 and are classified as bonds in the consolidated statement of financial position.
During 2004, the Company refinanced a credit facility owed by Russell and provided additional capital through the purchase, at par, of $258 million of notes issued by Russell. These notes have interest rates of between 4.19% and 6.35% and maturities of between five and ten years. Notes in the amount of $191 million remain outstanding at December 31, 2005 and are classified as bonds in the consolidated statement of financial position.
During 2004, the Company transferred certain investments to a wholly-owned subsidiary as a capital contribution. The fair value of these securities was $222 million at the time of the transfer. Realized capital gains of $2 million were recognized during 2004 upon the transfer of these assets.
During 2003, the Company transferred certain investments to a majority-owned subsidiary as a capital contribution. The fair value of these securities was $219 million at the time of the transfer. Realized capital losses of $7 million were recognized during 2003 upon the transfer of these assets.
F-23
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company
Notes to Consolidated Statutory Financial Statements
December 31, 2005, 2004 and 2003
| 15. | Fair Value of Financial Instruments |
The fair value of investment assets, including derivatives, and certain policy liabilities at December 31, 2005 and 2004 were as follows:
| December 31, 2005 | December 31, 2004 | |||||||||||
| Statement Value |
Fair Value | Statement Value |
Fair Value | |||||||||
| (in millions) | ||||||||||||
| Assets: |
||||||||||||
| Bonds |
$ | 65,899 | $ | 67,294 | $ | 60,930 | $ | 63,791 | ||||
| Common and preferred stocks |
8,120 | 10,844 | 7,414 | 9,312 | ||||||||
| Mortgage loans |
18,118 | 18,766 | 17,240 | 18,674 | ||||||||
| Real estate |
1,620 | 2,542 | 1,619 | 2,415 | ||||||||
| Policy loans |
10,265 | 11,603 | 9,750 | 10,771 | ||||||||
| Other investments |
6,935 | 8,393 | 5,774 | 6,730 | ||||||||
| Cash and temporary investments |
2,124 | 2,124 | 2,949 | 2,949 | ||||||||
| Liabilities: |
||||||||||||
| Investment-type insurance reserves |
$ | 4,100 | $ | 3,892 | $ | 4,023 | $ | 3,824 | ||||
The fair value of bonds is generally based upon values published by the SVO of the NAIC and upon quoted market prices when no SVO value is available. The estimated fair value of common and preferred stocks are based upon quoted market prices if available. For those not actively traded, fair value is estimated using independent pricing services or internally developed pricing models. See Note 12 regarding the statement value of the Company’s investment in Russell. The fair value of mortgage loans is estimated by discounting estimated future cash flows using market interest rates for debt with comparable credit risk and maturities. Real estate fair value is estimated by discounting estimated future cash flows using market interest rates. Policy loan fair value is estimated based on discounted projected cash flows using market interest rates and assumptions regarding future loan repayments based on Company experience. Other investments include real estate joint ventures, which are valued by discounting estimated future cash flows using market interest rates, as well as other joint ventures and partnerships, for which the equity accounting basis approximates fair value. Other investments also include derivative financial instruments, for which fair value is estimated as the amount that the Company would expect to receive or pay upon termination of the derivative contract as of the reporting date.
The estimated fair value of investment-type insurance reserves is estimated by discounting estimated future cash flows at market interest rates for similar instruments with comparable maturities.
F-24
PRICEWATERHOUSECOOPERS
| PricewaterhouseCoopers LLP | ||
| 100 E. Wisconsin Ave., Suite 1800 | ||
| Milwaukee, WI 53202 | ||
| Telephone (414) 212 1600 | ||
| Facsimile (414) 212 1880 |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Policyowners of
The Northwestern Mutual Life Insurance Company
We have audited the accompanying statutory consolidated statement of financial position of The Northwestern Mutual Life Insurance Company and its subsidiary (“the Company”) as of December 31, 2005 and 2004, and the related consolidated statutory statements of operations, of changes in surplus and of cash flows for each of the three years in the period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, the Company prepared these consolidated financial statements using accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (statutory basis of accounting), which practices differ from accounting principles generally accepted in the United States of America. Accordingly, the consolidated financial statements are not intended to represent a presentation in accordance with accounting principles generally accepted in the United States of America. The effects on the consolidated financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.
In our opinion, because of the effects of the matter discussed in the preceding paragraph, the consolidated financial statements referred to above do not present fairly in conformity with accounting principles generally accepted in the United States of America, the financial position of The Northwestern Mutual Life Insurance Company and its subsidiary as of December 31, 2005 and 2004, or the results of their operations or their cash flows for each of the three years in the period ended December 31, 2005. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Northwestern Mutual Life Insurance Company and its subsidiary as of December 31, 2005 and 2004 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, on the basis of accounting described in Note 1.
| /s/ PRICEWATERHOUSECOOPERS LLP |
January 24, 2006
F-31
PART C
OTHER INFORMATION
| Item 26. | Exhibits |
| Exhibit |
Description |
Filed Herewith/Incorporated Herein By Reference To | ||
| (a)(1) | Resolution of the Board of Trustees of The Northwestern Mutual Life Insurance Company amending Northwestern Mutual Variable Life Account Operating Authority | Exhibit (a)(1) to Form N-6 Post-Effective Amendment No. 30 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed February 21, 2006 | ||
| (a)(2) | Resolution of Board of Trustees of The Northwestern Mutual Life Insurance Company establishing the Account | Exhibit A(1) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (b) | Not Applicable | |||
| (c) | Form of Distribution Agreement Between The Northwestern Life Insurance Company and Northwestern Mutual Investment Services, LLC | Exhibit (b)(3) to Form N-4 Post-Effective Amendment No. 14 for NML Variable Annuity Account A, File No. 333-72913, filed on April 27, 2006 | ||
| (d)(1) | Flexible Premium Variable Life Insurance Policy, RR.VEL. (0398), including Policy amendments Form of Notice of short-term cancellation right |
Exhibits A(5)(a), A(5)(b), and A(5)(c) to Form S-6 Post-Effective Amendment No. 6 for Northwestern Mutual Variable Life Account, File No. 333-36865, filed May 31, 2001 | ||
| (d)(2) | Variable Life Insurance Policy, RR.VEL, Flexible Premium, including Amendment to Flexible Premium Variable Life (sex-neutral) | Exhibit A(5)(a) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (d)(3) | Variable Life Insurance Policy, RR.VEL, Flexible Premium, including Amendment to Flexible Premium Variable Life (sex-distinct) | Exhibit A(5)(b) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (e) | Form of Life Insurance Application 90-1 L.I.(0198) WISCONSIN and Application Supplement (1003) | Exhibit (e) to Form N-6 Post-Effective Amendment No. 11 for Northwestern Mutual Variable Life Account, File No. 333-36865, filed April 28, 2005 | ||
| (f)1(a) | Restated Articles of Incorporation of The Northwestern Mutual Life Insurance Company (adopted July 26, 1972) | Exhibit A(6)(a) to Form S-6 Post-Effective Amendment No. 18 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed April 26, 1996 | ||
| (f)1(b) | Amended By-Laws of The Northwestern Mutual Life Insurance Company dated December 4, 2002 | Exhibit (f) to Form N-6 Post-Effective Amendment No. 8 for Northwestern Mutual Variable Life Account, File No. 333-36865, filed February 28, 2003 | ||
| (g) | Form of Reinsurance Agreement | Exhibit (g) to Form N-6 Post-Effective Amendment No. 8 for Northwestern Mutual Variable Life Account, File No. 333-36865, field February 28, 2003 | ||
| (h)1(a) | Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company | Exhibit (b)(8)(a) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005 | ||
C-1
| (h)1(b) | Participation Agreement dated May 1, 2003 among Variable Insurance Products Funds, Fidelity Distributors and The Northwestern Mutual Life Insurance Company | Exhibit (b)(8)(b) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005 | ||
| (h)1(c) | Administrative Service Fee Agreement dated February 28, 1999 between The Northwestern Mutual Life Insurance Company and Frank Russell Company | Exhibit (b)(8)(c) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005 | ||
| (i) | Not Applicable | |||
| (j) | Agreement entered into on February 13, 1984 among Northwestern Mutual Variable Life Account, The Northwestern Mutual Life Insurance Company and NML Equity Services, Inc. (n/k/a Northwestern Mutual Investment Services, LLC) | Exhibit A(8) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (k) | Opinion and Consent of Robert J. Berdan, Esq. dated April 25, 2006 | Filed herewith | ||
| (l) | Not Applicable | |||
| (m) | Not Applicable | |||
| (n) | Consent of PricewaterhouseCoopers LLP dated April 27, 2006 | Filed herewith | ||
| (o) | Not Applicable | |||
| (p) | Not Applicable | |||
| (q) | Memorandum describing Issuance, Transfer and Redemption Procedures for Variable Life Insurance Contracts Pursuant to Rule 6e-3(T)(b)(12)(iii) and Method of Computing the Adjustment in Payments and Cash Values for Conversions Pursuant to Rule 6e-3(T)(b)(13)(v)(B) | Filed herewith | ||
C-2
| Item 27. | Directors and Officers of the Depositor |
The following lists include all of the Trustees, executive officers and other officers of The Northwestern Mutual Life Insurance Company without regard to their activities relating to variable life insurance policies or their authority to act or their status as “officers” as that term is used for certain purposes of the federal securities laws and rules thereunder.
TRUSTEES – As of April 1, 2006
| Name |
Business Address | |
| Edward E. Barr |
2050 Center Avenue | |
| Suite 567 | ||
| Fort Lee, NJ 07024 | ||
| John M. Bremer |
The Northwestern Mutual Life | |
| Insurance Company | ||
| 720 East Wisconsin Avenue | ||
| Milwaukee, WI 53202 | ||
| Peter W. Bruce |
The Northwestern Mutual Life | |
| Insurance Company | ||
| 720 East Wisconsin Avenue | ||
| Milwaukee, WI 53202 | ||
| Robert C. Buchanan |
Fox Valley Corporation | |
| 100 West Lawrence Street (54911) | ||
| P.O. Box 727 | ||
| Appleton, WI (54912-0727) | ||
| George A. Dickerman |
68 Normandy Road | |
| Longmeadow, MA 01106-1259 | ||
| David J. Drury |
Poblocki & Sons, LLC | |
| 922 South 70th Street | ||
| Milwaukee, WI 53214 | ||
| Connie K. Duckworth |
ARZU | |
| 77 Stone Gate Lane | ||
| Lake Forest, IL 60045 | ||
| James D. Ericson |
777 East Wisconsin Avenue | |
| Suite 3010 | ||
| Milwaukee, WI 53202 | ||
| David A. Erne |
Reinhart Boener Van Deuren, sc | |
| 1000 North Water Street | ||
| Suite 2100 | ||
| Milwaukee, WI 53202 | ||
| J. E. Gallegos |
Gallegos Law Firm | |
| 460 St. Michaels Drive | ||
| Building 300 | ||
| Santa Fe, NM 87505 | ||
C-3
| James P. Hackett | Steelcase, Inc. | |
| 901 – 44th Street | ||
| Grand Rapids, MI 49508 | ||
| Hans Helmerich | Helmerich & Payne, Inc. | |
| 1437 South Boulder | ||
| Tulsa, OK 74119 | ||
| Stephen F. Keller | 101 South Las Palmas Avenue | |
| Los Angeles, CA 90004 | ||
| Barbara A. King | Landscape Structures, Inc. | |
| Route 3 | ||
| 601-7th Street South | ||
| Delano, MN 55328 | ||
| Margery Kraus | APCO Worldwide | |
| 700 12th Street, NW, Suite 800 | ||
| Washington, DC 20005 | ||
| J. Thomas Lewis | 228 St. Charles Avenue | |
| Suite 1024 | ||
| New Orleans, LA 70130 | ||
| Daniel F. McKeithan, Jr. | Tamarack Petroleum Company, Inc. | |
| 777 East Wisconsin Avenue | ||
| Suite 1920 | ||
| Milwaukee, WI 53202 | ||
| Ulice Payne, Jr. | Addison-Clifton, L.L.C. | |
| 13555 Bishop’s Court | ||
| Suite 245 | ||
| Brookfield, WI 53005 | ||
| H. Mason Sizemore, Jr. | 2054 N.W. Blue Ridge Drive | |
| Seattle, WA 98177 | ||
| Peter M. Sommerhauser | Godfrey & Kahn, S.C. | |
| 780 North Water Street | ||
| Milwaukee, WI 53202-3590 | ||
| John E. Steuri | 52 River Ridge Road | |
| Little Rock, AR 72227-1518 | ||
| John J. Stollenwerk | Allen-Edmonds Shoe Corporation | |
| 201 East Seven Hills Road | ||
| P.O. Box 998 | ||
| Port Washington, WI 53074-0998 | ||
| Barry L. Williams | Williams Pacific Ventures, Inc. | |
| 4 Embarcadero Center, Suite 3700 | ||
| San Francisco, CA 94111 | ||
C-4
| Kathryn D. Wriston | c/o Shearman & Sterling | |
| 599 Lexington Avenue, Room 1064 | ||
| New York, NY 10022 | ||
| Edward J. Zore | The Northwestern Mutual Life | |
| Insurance Company | ||
| 720 East Wisconsin Avenue | ||
| Milwaukee, WI 53202 | ||
EXECUTIVE OFFICERS – As of April 1, 2006
| Name |
Title | |
| Edward J. Zore |
President and Chief Executive Officer | |
| John M. Bremer |
Chief Operating Officer (Chief Compliance Officer) | |
| Peter W. Bruce |
Chief Insurance Officer | |
| Deborah A. Beck |
Executive Vice President (Planning and Technology) | |
| William H. Beckley |
Executive Vice President (Agencies) | |
| Mason G. Ross |
Executive Vice President & Chief Investment Officer | |
| Mark G. Doll |
Senior Vice President (Public Markets) | |
| Christine H. Fiasca |
Senior Vice President (Agency Services) | |
| Richard L. Hall |
Senior Vice President (Life Product) | |
| William C. Koenig |
Senior Vice President & Chief Actuary | |
| Jean M. Maier |
Senior Vice President (Insurance Operations) | |
| Meridee J. Maynard |
Senior Vice President | |
| Gregory C. Oberland |
Senior Vice President & Chief Information Officer | |
| Gary A. Poliner |
Senior Vice President & Chief Financial Officer | |
| Marcia Rimai |
Senior Vice President (Business Integration Services) | |
| Charles D. Robinson |
Senior Vice President (IPS Strategy) | |
| John E. Schlifske |
Senior Vice President (Investment Products & Services and Affiliates) | |
| Leonard F. Stecklein |
Senior Vice President (IPS) | |
| Robert J. Berdan |
Vice President, General Counsel & Secretary | |
| Michael G. Carter |
Vice President (Field Compensation & Planning) | |
| Steven T. Catlett |
Vice President (Corporate Services) | |
| Eric P. Christophersen |
Vice President (Compliance/Best Practices) | |
| David D. Clark |
Vice President (Real Estate) | |
| Gloster B. Current |
Vice President (Policyowner Services) | |
| John M. Grogan John C. Kelly John L. Kordsmeier |
Vice President (Disability Income) Vice President & Controller Vice President (New Business) | |
| Susan A. Lueger |
Vice President (Human Resources) | |
| Jeffrey J. Lueken |
Vice President (Securities) | |
| Raymond J. Manista |
Vice President (Corporate Planning) | |
| David W. Simbro |
Vice President (Long Term Care) | |
| Brenda F. Skelton |
Vice President (Communications) | |
| Calvin R. Schmidt |
Vice President (Investment Product Operations) | |
| J. Edward Tippetts |
Vice President (Wealth Management) | |
| Donald G. Tyler |
Vice President (IPS Products & Sales) | |
| Martha M. Valerio |
Vice President (Technology Research & Web Resources) | |
| Michael L. Youngman |
Vice President (Government Relations) |
C-5
OTHER OFFICERS – As of December 1, 2005
| Name |
Title | |
| John Abbott |
Director-Field Benefit Consultants | |
| Carl Amick |
VP-Risk Management Operations | |
| Jason Anderson |
Assistant Director Tax | |
| Mark Backe |
Asst. General Counsel & Asst. Secretary | |
| Rebekah Barsch |
Vice President Investment Product Lines | |
| Blaise Beaulier |
Director of Project Portfolio Management | |
| Beth M. Berger |
Asst. General Counsel & Asst. Secretary | |
| Frederick W. Bessette |
Asst. General Counsel & Asst. Secretary | |
| Maryann Bialo |
Asst. Director DI Benefit | |
| Carrie Bleck |
Director Policyowner Services | |
| Melissa Bleidorn |
Asst. General Counsel & Asst. Secretary | |
| Sandra Botcher |
Asst. General Counsel & Asst. Secretary | |
| Anne Brower |
Asst. General Counsel & Asst. Secretary | |
| Michael S. Bula |
Asst. General Counsel & Asst. Secretary | |
| Gwen Canady |
Director Corporate Reporting | |
| Kurt Carbon |
Director Life Lay Standards | |
| Susan A. Cerbins |
Asst. General Counsel & Asst. Secretary | |
| Walt Chossek |
Director-Finance | |
| Tom Christianson |
Director Advanced Business Services | |
| Barbara Courtney |
Director Mutual Fund Accounting | |
| Dennis Darland |
Asst. Director DI Benefit | |
| Mark Diestelmeier |
Asst. General Counsel & Asst. Secretary | |
| Dave Dorshorst |
Director Field Services and Support | |
| John E. Dunn |
Asst. General Counsel & Asst. Secretary | |
| James R. Eben |
Asst. General Counsel & Asst. Secretary | |
| Cheryl Flanders |
Compliance & QA Consultant | |
| Carol Flemma |
Director-IPS Bus Development/Comm | |
| Don Forecki |
Director Investment Operations | |
| James C. Frasher |
Asst. General Counsel & Asst. Secretary | |
| John Garofani |
Asst. General Counsel & Asst. Secretary | |
| Sheila Gavin |
Asst. General Counsel & Asst. Secretary | |
| Don Gehrke |
Director-Inv Client Services | |
| Tim Gerend |
Asst. General Counsel & Asst. Secretary | |
| Wally Givler |
Vice President Investment Accounting | |
| Kevin M. Gleason |
Asst. General Counsel & Asst. Secretary | |
| Bob Gleeson |
Vice President & Medical Director | |
| C. Claibourne Greene |
Asst. General Counsel & Asst. Secretary | |
| Tom Guay |
Vice President Underwriting Standards | |
| Greg Gurlik |
Director Long Term Care Product Development | |
| Wayne Heidenreich |
Medical Director | |
| Gary Hewitt |
Vice President & Treasurer | |
| Patricia Hillmann |
Director-Annuity Customer Service | |
| Mark W. Humphrey |
Director-Architecture Construction Environmental Services | |
| Sharon A. Hyde |
Asst. Director Disability Benefit | |
| Elizabeth Idleman |
Asst. General Counsel & Asst. Secretary | |
| Todd Jones |
Asst. Director- IPS Finance | |
| David B. Kennedy |
Asst. General Counsel & Asst. Secretary | |
| Mollie Kenny |
Regulatory Consultant | |
| Don Kiefer |
Vice President Actuary | |
| James Koelbl |
Asst. General Counsel & Asst. Secretary |
C-6
| Abim Kolawole | Asst. General Counsel & Asst. Secretary | |
| Robert Kowalsky | Vice President & Chief Architect | |
| Carol L. Kracht | Vice President, Deputy General Counsel & Investment Counsel | |
| Pat Krueger | Director Annuity Customer Service | |
| Todd Kuzminski | Director Investment Accounting | |
| Donna Lemanczyk | Director-Investment Closing | |
| Elizabeth Lentini | Asst. General Counsel & Asst. Secretary | |
| Sally J. Lewis | Asst. General Counsel & Asst. Secretary | |
| James Lodermeier | Senior Actuary | |
| George R. Loxton | Asst. General Counsel & Asst. Secretary | |
| Cindy Lubbert | Asst. Director-DI Underwriting | |
| Dean Mabie | Asst. General Counsel & Asst. Secretary | |
| Jon Magalska | Actuary | |
| Steve Mannebach | Director Field Management Development | |
| Anthony C. Marino | Asst. General Counsel & Asst. Secretary | |
| Jeff Marks | Director Special Projects | |
| Steve Martinie | Asst. General Counsel & Asst. Secretary | |
| Ted Matchulat | Director Product Compliance | |
| Allan McDonnell | Director-Order Entry Desk/Retail Svc | |
| James L. McFarland | Asst. General Counsel & Asst. Secretary | |
| Patrick McKeown | Investment Research Consultant | |
| Larry S. Meihsner | Asst. General Counsel & Asst. Secretary | |
| Bob Meilander | Vice President Corporate Actuary | |
| Christopher Menting | Asst. General Counsel & Asst. Secretary | |
| Richard E. Meyers | Asst. General Counsel & Asst. Secretary | |
| Joanne Migliaccio | Director Field Services and Support | |
| Michael Mihm | Asst. Director-IPS Field Consulting | |
| Lynn Milewski | Director Annuity New Business | |
| Daniel Moakley | Asst. General Counsel & Asst. Secretary | |
| Jill Mocarski | Medical Director | |
| Karen Molloy | Director Banking & Cash Management | |
| Diane Moro-Goane | Director Marketing Materials Review | |
| Scott J. Morris | Asst. General Counsel & Asst. Secretary | |
| Jennifer W. Murphy | Asst. General Counsel & Asst. Secretary | |
| Tim Nelson | Director Market Conduct | |
| David K. Nelson | Asst. General Counsel & Asst. Secretary | |
| Mary S. Nelson | Asst. General Counsel & Asst. Secretary | |
| Jeffrey Niehaus | Director-Business Retirement Markets | |
| Kathy Oman | Director-IPS Projects and Planning | |
| Timothy Otto | Asst. General Counsel & Asst. Secretary | |
| Art Panighetti | Vice President Tax | |
| Randy M. Pavlick | Asst. General Counsel & Asst. Secretary | |
| David W. Perez | Asst. General Counsel & Asst. Secretary | |
| Judith L. Perkins | Asst. General Counsel & Asst. Secretary | |
| Pete Peterson | Director Long Term Care Administration | |
| William C. Pickering | Asst. General Counsel & Asst. Secretary | |
| Nora M. Platt | Asst. General Counsel & Asst. Secretary | |
| Harvey W. Pogoriler | Asst. General Counsel & Asst. Secretary | |
| Randy Powell | Medical Director | |
| Dave Remstad | Vice President Specialty Markets | |
| Tom Richards | Vice President Agency Development | |
| Dan Riedl | President NMIS | |
| Kathleen M. Rivera | Vice President and Deputy General Counsel |
C-7
| Bethany Rodenhuis | Vice President Audit | |
| Tammy Roou | Asst. General Counsel & Asst. Secretary | |
| Matt Sauer | Director-IPS Compensation | |
| Linda Schaefer | Director-Special Investigative Unit | |
| Thomas F. Scheer | Asst. General Counsel & Asst. Secretary | |
| Jane Ann Schiltz | Vice President Business Markets | |
| Kathleen H. Schluter | Vice President & Tax Counsel | |
| Sue Schmeidel | Director Field Development | |
| Rodd Schneider | Asst. General Counsel & Asst. Secretary | |
| Catherine L. Shaw | Asst. General Counsel & Asst. Secretary | |
| Sherri Shickert | Director Policyowner Services | |
| David Silber | Asst. General Counsel & Asst. Secretary | |
| Stephen M. Silverman | Asst. General Counsel & Asst. Secretary | |
| Mark W. Smith | Associate General Counsel & Asst. Secretary | |
| Warren Smith | Assistant Director-Architecture | |
| Diane Smith | Assistant Director Policyowner Services | |
| Richard Snyder | Director-Mutual Fund Prod | |
| Steve Sperka | Director DI Benefits | |
| Karen Stevens | Asst. General Counsel & Asst. Secretary | |
| Steve Stone | Director IS Finance | |
| Brenda J. Stugelmeyer | Asst. General Counsel & Asst. Secretary | |
| Cheryl Svehlek | Director-Administration | |
| Rachel Taknint | Vice President, Department Planning and Operations & Associate General Counsel | |
| Paul Tews | Director Investment Planning | |
| Kellen Thiel | Director-Managed Products | |
| Derek Tyus | Director of Strategic Analysis & Planning | |
| Mary Beth Van Groll | Vice President Information Systems | |
| Natalie Versnik | Director Policyowner Services | |
| Andy Ware | Vice President Actuary | |
| Joel Weiner | Medical Director | |
| Catherine A. Wilbert | Asst. General Counsel & Asst. Secretary | |
| Don Wilkinson | Vice President Agency Administration | |
| Jeff Williams | Director Compliance Risk Management | |
| Brian Wilson | Director-IPS National Sales | |
| John Wilson | Director Long Term Care Sales Support | |
| Robert Wright | Director-Affinity Funds | |
| Catherine M. Young | Asst. General Counsel & Asst. Secretary | |
| Terry R. Young | Asst. General Counsel & Asst. Secretary | |
| Rick Zehner | Vice President Life Products | |
| Patti Zimmermann | Director Investment Technology & Development | |
| Philip Zwieg | Vice President Information Systems |
The business addresses for all of the executive officers and other officers is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
| Item 28. | Persons Controlled By or Under Common Control with the Depositor or Registrant |
The subsidiaries of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), as of February 28, 2006 are set forth on pages C-9 through C-11. In addition to the subsidiaries set forth on pages C-9 through C-11, the following separate investment accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual:
| 1. | NML Variable Annuity Account A |
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| 2. | NML Variable Annuity Account B |
| 3. | NML Variable Annuity Account C |
| 4. | Northwestern Mutual Variable Life Account |
| 5. | Northwestern Mutual Variable Life Account II |
Northwestern Mutual Series Fund, Inc. and Russell Investment Funds (the “Funds”), shown below as subsidiaries of Northwestern Mutual, are investment companies, registered under the Investment Company Act of 1940, offering their shares to the separate accounts identified above; and the shares of the Funds held in connection with certain of the accounts are voted by Northwestern Mutual in accordance with voting instructions obtained from the persons who own, or are receiving payments under, variable annuity contracts or variable life insurance policies issued in connection with the accounts, or in the same proportions as the shares which are so voted.
NORTHWESTERN MUTUAL CORPORATE STRUCTURE1
(as of February 28, 2006)
| Name of Subsidiary |
Jurisdiction of Incorporation | |
| Alexandra International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Amber, LLC – 100% ownership |
Delaware | |
| Baraboo, Inc. – 100% ownership |
Delaware | |
| Bayridge, LLC – 100% ownership |
Delaware | |
| Bradford, Inc. – 100% ownership |
Delaware | |
| Brendan International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Brian International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Burgundy, LLC – 100% ownership |
Delaware | |
| Carlisle Ventures, Inc. – 100% ownership |
Delaware | |
| Cass Corporation – 100% ownership |
Delaware | |
| Chateau, Inc. – 100% ownership of Common & Class B Preferred Stock |
Delaware | |
| Chateau, LLC – 100% ownership |
Delaware | |
| Chateau I, LP – 100% ownership |
Delaware | |
| Coral, Inc. – 100% ownership |
Delaware | |
| Diversey, Inc. – 100% ownership |
Delaware | |
| Elderwood International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Elizabeth International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Frank Russell Company – 90.86% ownership |
Washington | |
| Frank Russell Investment Management Company – 90.86% ownership |
Washington | |
| Green Room Properties, LLC – 100% ownership |
Delaware | |
| Hazel, Inc. – 100% ownership |
Delaware | |
| Health Invest, LLC – 100% ownership |
Delaware | |
| Higgins, Inc. – 100% ownership |
Delaware | |
| Highbrook International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Hobby, Inc. – 100% ownership |
Delaware | |
| INV Corp. – 100% ownership |
Delaware | |
| Justin International FSC, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Jersey Par, LLC – 100% ownership |
Delaware | |
| JYD Assets, LLC – 100% ownership |
Delaware | |
| KerryAnne International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Klode, Inc. – 100% ownership |
Delaware | |
| Kristiana International Sales, Inc. – 100% ownership |
U.S. Virgin Islands | |
| Lake Bluff, Inc. – 100% ownership |
Delaware | |
| Larkin, Inc. – 100% ownership |
Delaware | |
| Logan, Inc. – 100% ownership |
Delaware | |
| Lydell, Inc. – 100% ownership |
Delaware |
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| Mallon International Sales, Inc. – 100% ownership | U.S. Virgin Islands | |
| Maroon, Inc. – 100% ownership | Delaware | |
| Mason & Marshall, Inc. – 100% ownership | Delaware | |
| Mason Street Advisors, LLC – 100% ownership | Delaware | |
| Mason Street Funds, Inc. – 70%2 ownership | Maryland | |
| Mitchell, Inc. – 100% ownership | Delaware | |
| NM Albuquerque Inc. – 100% ownership | New Mexico | |
| NM Regal, LLC – 100% ownership | Delaware | |
| NM-Exchange, LLC – 100% ownership | Delaware | |
| NM Harrisburg, Inc. – 100% ownership | Pennsylvania | |
| NM Imperial, LLC – 100% ownership | Delaware | |
| NM Majestic Holdings, LLC – 100% ownership | Delaware | |
| NMIS Alabama Agency, LLC – 100% ownership | Alabama | |
| NMIS Massachusetts Insurance Agency, LLC – 100% ownership | Massachusetts | |
| NMIS Georgia Agency, LLC – 100% ownership | Georgia | |
| NML Buffalo Agency, Inc. – 100% ownership | New York | |
| NML-CBO, LLC – 100% ownership | Delaware | |
| NML Development Corporation – 100% ownership | Delaware | |
| NML/Mid-Atlantic, Inc. – 100% ownership | New Jersey | |
| NML Real Estate Holdings, LLC – 100% ownership | Wisconsin | |
| NML Securities Holdings, LLC – 100% ownership | Wisconsin | |
| NML/Tallahassee, Inc. – 100% ownership | Florida | |
| NVOP, Inc. – 100% ownership | Delaware | |
| NVOP, LLC – 75% ownership | Delaware | |
| NVOP Fairfax Ridge – 75% ownership | Delaware | |
| NW Pipeline, Inc. – 100% ownership | Texas | |
| Network Planning Advisors, L.L.C. – 100% ownership | Wisconsin | |
| New Arcade, LLC – 100% ownership | Wisconsin | |
| Nicolet, Inc. – 100% ownership | Delaware | |
| North Van Buren, Inc. – 100% ownership | Delaware | |
| Northwestern Ellis Company – 100% ownership | Nova Scotia | |
| Northwestern Foreign Holdings B.V. – 100% ownership | Netherlands | |
| Northwestern International Holdings, Inc. – 100% ownership | Delaware | |
| Northwestern Investment Management Company, LLC – 100% ownership | Delaware | |
| Northwestern Long Term Care Insurance Company – 100% ownership | Illinois | |
| Northwestern Mutual Investment Services, LLC – 100% ownership | Wisconsin | |
| Northwestern Mutual Las Vegas, Inc. – 100% ownership | Nevada | |
| Northwestern Mutual Life International, Inc. – 100% ownership | Delaware | |
| Northwestern Mutual Series Fund, Inc. – 100%3 ownership | Maryland | |
| Northwestern Mutual Wealth Management Company – 100% ownership | Federal Savings Bank (subject to jurisdiction of the Office of Thrift Supervision) | |
| Northwestern Real Estate Partnership Holdings, LLC – 100% ownership | Delaware | |
| Northwestern Reinsurance Holdings N.V. – 100% ownership | Netherlands | |
| Northwestern Securities Holdings, LLC – 100% ownership | Delaware | |
| Northwestern Securities Partnership Holdings, LLC – 100% ownership | Delaware | |
| Olive, Inc. – 100% ownership | Delaware | |
| Painted Rock Development Company – 100% ownership | Arizona | |
| Park Forest Northeast, Inc. – 100% ownership | Delaware | |
| RE Corporation – 100% ownership | Delaware | |
| Regina International Sales, Inc. – 100% ownership | U.S. Virgin Islands | |
| Rocket Sports, Inc. – 100% ownership | Texas | |
| Russell Investment Funds – 90.86% ownership | Massachusetts | |
| Russet, Inc. – 100% ownership | Delaware |
C-10
| Scotty, LLC – 100% ownership | Delaware | |
| Sean International Sales, Inc. – 100% ownership | U.S. Virgin Islands | |
| Solar Resources, Inc. – 100% ownership | Wisconsin | |
| St. James Apartments, LLC – 100% ownership | Delaware | |
| Stadium and Arena Management, Inc. – 100% ownership | Delaware | |
| Summit Mall, LLC – 100% ownership | Delaware | |
| Travers International Sales, Inc. – 100% ownership | U.S. Virgin Islands | |
| Tupelo, Inc. – 100% ownership | Delaware | |
| Walden OC, LLC – 100% ownership | Delaware | |
| White Oaks, Inc. – 100% ownership | Delaware |
| (1) | Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2005, they did not constitute a significant subsidiary as defined by Regulation S-X. Certain investment partnerships and limited liability companies that hold real estate assets of The Northwestern Mutual Life Insurance Company are not represented. Excluded is the entire corporate structure under Frank Russell Company. |
| (2) | Aggressive Growth Stock, Asset Allocation, Growth Stock, High Yield Bond, Index 400 Stock, Index 500 Stock, International Equity, Large Cap Core Stock, Municipal Bond, Select Bond, Small Cap Growth Stock. |
| (3) | Aggressive Growth Stock, Alliance Bernstein Mid Cap Value, Asset Allocation, Balanced, Capital Guardian Domestic Equity, Franklin Templeton International Equity, Growth Stock, High Yield Bond, Index 400 Stock, Index 500 Stock, International Growth Stock, Janus Capital Appreciation, Large Cap Core Stock, Money Market, Select Bond, Small Cap Growth Stock, T. Rowe Price Small Cap Value, T. Rowe Price Equity Income. |
| Item 29. | Indemnification |
That portion of the By-laws of Northwestern Mutual relating to indemnification of Trustees and officers is set forth in full in Article VII of the By-laws of Northwestern Mutual, amended by resolution and previously filed as an exhibit to the registration statement for Northwestern Mutual Variable Life Account on July 15, 1998.
Reference is made to the indemnification provisions contained in Article VII of the By-laws of the Depositor, The Northwestern Mutual Life Insurance Company, filed a Exhibit A(6)(b) to the Registration Statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| Item 30. | Principal Underwriters |
(a) Northwestern Mutual Investment Services, LLC (“NMIS”), is the principal underwriter currently distributing securities of the Registrant. NMIS is the principal underwriter for NML Variable Annuity Account B and the Northwestern Mutual Variable Life Account and all other separate accounts registered under the Investment Company Act of 1940 as unit investment trusts for which Northwestern Mutual serves as the Depositor.
(b) As of April 10, 2006, the directors and officers of NMIS are as follows:
| Name |
Position | |
| Jason T. Anderson |
Assistant Treasurer | |
| Mark J. Backe |
Secretary | |
| Rebekah B. Barsch |
Vice President, Investment Product Lines | |
| William H. Beckley |
Director | |
| Mark S. Bishop |
Director, Field Supervision | |
| Michael G. Carter |
Vice President, Field Services and Support | |
| Walter J. Chossek |
Treasurer | |
| Eric P. Christophersen |
Vice President, Comliance/Best Practices | |
| Gloster B. Current |
Vice President, Variable Life Servicing | |
| David J. Dorshorst |
Director, Compensation | |
| Michael S. Ertz |
Director, Recruiting and Retention | |
| Christina H. Fiasca |
Director | |
| Dennis J. Fitzpatrick |
Director, Supervision of Todd Business | |
| Carol J. Flemma |
Director, Business Development | |
| Stephen J. Frankl |
Vice President, Field Training and Development |
C-11
| Don P. Gehrke | Director, Retail Investment Operations | |
| Mark J. Gmach | Regional Vice President, Field Supervision | |
| David P. Harley | Assistant Director of Compliance | |
| Laila V. Hick | Assistant Director, NMIS Policy Standards Development | |
| Karla D. Hill | Director, Human Resources | |
| Patricia J. Hillman | Director, Annuity Operations | |
| Diane B. Horn | Director, BD Operations Compliance; Policy, Procedures & Communications, Anti-Money Laundering Compliance Officer | |
| Robert J. Johnson | Director, Compliance Oversight; Chief Compliance Officer of NMIS Registered Investment Advisor | |
| Martha M. Kendler | Director, Annuity Product Line | |
| John L. Kordsmeier | Vice President, Variable Life Sales | |
| Gregory S. Leslie | Compliance Registered Options Principal (CROP) | |
| Jean M. Maier | Director; Senior Vice President, Insurance Operations | |
| Meridee J. Maynard | Senior Vice President, Life Product | |
| Mac McAuliffe | Regional Vice President | |
| Allan J. McDonell | Director, Retail Investment Services; Senior Registered Options Principal (SROP) | |
| Jeffrey L. Michaelson | Assistant Director, Mutual Funds | |
| Joanne M. Migliaccio | Director, Contract, License and Registration | |
| Lynn A. Milewski | Director, Annuity Operations | |
| Jay W. Miller | Vice President, Advanced Planning | |
| Diana L. Moro-Goane | Director, Marketing Materials Review | |
| Jennifer Murphy | Assistant Secretary | |
| Timothy Nelson | Director, Market Conduct | |
| Jeffrey J. Niehaus | Director, Business Retirement Markets | |
| Jennifer O’Leary | Assistant Treasurer | |
| Daniel J. O’Meara | Regional Vice President, Field Supervision | |
| Michael J. Patkunas | Regional Vice President | |
| Chris E. Peterson | Regional Vice President | |
| Georganne K. Prom | New Business Compliance Coordinator | |
| Michael A. Reis | Assistant Treasurer | |
| Daniel A. Riedl | Senior Vice President and Chief Operating Officer | |
| Charles D. Robinson | Senior Vice President, IPS Strategy | |
| Robin E. Rogers | Assistant Director, License & Registration | |
| John E. Schlifske | Director; President and CEO | |
| Calvin R. Schmidt | Vice President, Investment Product Operations & Systems | |
| Richard P. Snyder | Director, Mutual Funds | |
| William H. Taylor | Director, Financial Security Planning | |
| Kellen A. Thiel | Director, Managed Products | |
| VACANT | Vice President, Field Development | |
| Donald G. Tyler | Vice President, Investment Products and Sales | |
| Thomas A. Waisnor | Regional Vice President | |
| Alan M. Werth | Third Party Sales Consultant | |
| Anne C. Wills | Director, Variable Product Compliance | |
| Donald R. Wilkinson | Vice President, Field Management | |
| Jeffrey B. Williams | Vice President, Compliance Risk Management & Chief Compliance Officer of NMIS Broker-Dealer, Executive Representative | |
| Brian D. Wilson | National Sales Director | |
| Robert J. Wright | Director, Russell Distribution and Planning |
The address for each director and officer of NMIS is 611 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
C-12
(c) NMIS, the principal underwriter, received $81,916,793 of commissions and other compensation, directly or indirectly, from Registrant during the last fiscal year.
| Item 31. | Location of Accounts and Records |
All accounts, books or other documents required to be maintained in connection with the Registrant’s operations are maintained in the physical possession of Northwestern Mutual at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
| Item 32. | Management Services |
There are no management-related service contracts, other than those referred to in Part A or Part B of this Registration Statement, under which management-related services are provided to the Registrant and pursuant to which total payments of $5,000 or more were made during any of the last three fiscal years.
| Item 33. | Fee Representation |
The Northwestern Mutual Life Insurance Company hereby represents that the fees and charges deducted under the variable life insurance policies which are the subject of this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company under the policies.
C-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Northwestern Mutual Variable Life Account, has duly caused this Amended Registration Statement to be signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on the 27th day of April, 2006.
| NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT (Registrant) | ||||||||
| By | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) | |||||||
| Attest: | /s/ ROBERT J. BERDAN | By: | /s/ EDWARD J. ZORE | |||||
| Robert J. Berdan, Vice President, | Edward J. Zore, President | |||||||
| General Counsel and Secretary | and Chief Executive Officer | |||||||
Pursuant to the requirements of the Securities Act of 1933, this Amended Registration Statement has been signed by the Depositor on the 27th day of April, 2006.
| THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) | ||||||||
| Attest: | /s/ ROBERT J. BERDAN | By: | /s/ EDWARD J. ZORE | |||||
| Robert J. Berdan, Vice President, | Edward J. Zore, President | |||||||
| General Counsel and Secretary | and Chief Executive Officer | |||||||
Pursuant to the requirements of the Securities Act of 1933, this Amended Registration Statement has been signed below by the following persons in the capacities with the Depositor and on the dates indicated:
| Signature |
Title |
|||
| /s/ EDWARD J. ZORE Edward J. Zore |
Trustee, President and Chief Executive Officer; Principal Executive Officer |
|||
| /s/GARY A. POLINER Gary A. Poliner |
Senior Vice President and Chief Financial Officer; Principal Financial Officer |
|||
| /s/JOHN C. KELLY John C. Kelly |
Vice President and Controller; Principal Accounting Officer | |||
C-14
| /s/ J. THOMAS LEWIS* J. Thomas Lewis |
Trustee | |||
| /s/ STEPHEN F. KELLER* Stephen F. Keller |
Trustee | |||
| /s/ J. E. GALLEGOS* J. E. Gallegos |
Trustee | |||
| /s/ KATHRYN D. WRISTON* Kathryn D. Wriston |
Trustee | |||
| /s/ BARRY L. WILLIAMS* Barry L. Williams |
Trustee | |||
| /s/ DANIEL F. MCKEITHAN, JR.* Daniel F. McKeithan, Jr. |
Trustee | |||
| /s/ JAMES D. ERICSON* James D. Ericson |
Trustee | |||
| /s/ EDWARD E. BARR* Edward E. Barr |
Trustee | |||
| /s/ ROBERT C. BUCHANAN* Robert C. Buchanan |
Trustee | |||
| /s/ H. MASON SIZEMORE, JR.* H. Mason Sizemore, Jr. |
Trustee | |||
| /s/ JOHN J. STOLLENWERK* John J. Stollenwerk |
Trustee | |||
| /s/ GEORGE A. DICKERMAN* George A. Dickerman |
Trustee | |||
| /s/ JOHN E. STEURI* John E. Steuri |
Trustee | |||
| /s/ BARBARA A. KING* Barbara A. King |
Trustee | |||
C-15
| /s/ PETER M. SOMMERHAUSER* Peter M. Sommerhauser |
Trustee | |||
| /s/ JAMES P. HACKETT* James P. Hackett |
Trustee | |||
| /s/ JOHN M. BREMER* John M. Bremer |
Trustee | |||
| /s/ PETER W. BRUCE* Peter W. Bruce |
Trustee | |||
| /s/ DAVID A. ERNE* David A. Erne |
Trustee | |||
| /s/ MARGERY KRAUS* Margery Kraus |
Trustee | |||
| /s/ CONNIE K. DUCKWORTH* Connie K. Duckworth |
Trustee | |||
| /s/ ULICE PAYNE, JR.* Ulice Payne, Jr. |
Trustee | |||
| /s/ DAVID J. DRURY* David J. Drury |
Trustee | |||
| /s/ HANS HELMEICH* Hans Helmerich |
Trustee | |||
| *By: | /s/ EDWARD J. ZORE | |
| Edward J. Zore, Attorney in fact, pursuant to the Power of Attorney filed with Post-Effective Amendment No. 13 on March 24, 2006 | ||
Each of the signatures is affixed as of April 27, 2006
C-16
EXHIBIT INDEX
EXHIBITS FILED WITH FORM N-6
POST-EFFECTIVE AMENDMENT NO. 14 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE
| Exhibit |
Description |
|||
| (k) | Opinion and Consent of Robert J. Berdan, Esq. dated April 25, 2006 | Filed herewith | ||
| (n) | Consent of PricewaterhouseCoopers LLP dated April 27, 2006 | Filed herewith | ||
| (q) | Memorandum describing Issuance, Transfer and Redemption Procedures for Variable Life Insurance Contracts Pursuant to Rule 6e-3(T)(b)(12)(iii) and Method of Computing the Adjustment in Payments and Cash Values for Conversions Pursuant to Rule 6e-3(T)(b)(13)(v)(B) | Filed herewith | ||