1933 Act File No. 333-~~________~~______

United States Securities and Exchange Commission

Washington, D.C. 20549

Form S-1

Registration Statement

Under

The Securities Act of 1933

Nationwide Life Insurance Company

(Exact name of registrant as specified in its charter)

OHIO	6311	31-4156830
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

One Nationwide Plaza, Columbus, Ohio 43215

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Denise L. Skingle Senior Vice President and Secretary One Nationwide Plaza Columbus, Ohio 43215 Telephone: (614) 249-7111

Senior Vice President and Secretary One Nationwide Plaza

Columbus, Ohio 43215

Telephone: (614) 249-7111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: May 1, ~~2020~~2023

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

~~415~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act ~~of 1933~~, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐ ☑

If this Form is ~~filed to register~~a ~~additional~~post-effective ~~securities~~amendment ~~for~~filed ~~an offering~~ pursuant to Rule 462(bc) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐ □

IfIndicate ~~this~~by ~~Form~~check mark whether the registrant is a ~~post~~large accelerated filer, an accelerated filer, a non-~~effective amendment~~accelerated ~~filed~~filer, ~~pursuant~~a tosmaller ~~Rule~~reporting ~~462(c)~~company ~~under~~or ~~the~~an ~~Securities~~emerging ~~Act,~~growth ~~check~~company. See the ~~following~~definitions of ~~box~~"large ~~and~~accelerated ~~list~~filer," ~~the~~"accelerated ~~Securities~~filer", ~~Act~~"smaller ~~registration~~reporting ~~statement~~company" ~~number~~and of"emerging ~~the~~growth ~~earlier~~company" ~~effective~~in ~~registration~~Rule ~~statement~~12b-2 ~~for~~of the ~~same~~Exchange Act.☐

~~offering.~~Large □accelerated filer

~~offering.~~Accelerated □filer

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated ☐

Non-accelerated filer", ~~"smaller~~(Do ~~reporting~~not ~~company"~~check ~~and~~if ~~"emerging~~a ~~growth~~smaller ~~company"~~reporting ~~in Rule 12b-2 of the Exchange Act. □~~company)

~~Large~~☒ ~~accelerated filer □~~

~~Accelerated~~Smaller ~~filer □ Non-accelerated filer (Do not check if a smaller~~ reporting company~~) ☑~~

~~Smaller reporting company □ Emerging growth company □~~☐

Emerging growth company

☐

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price, including previously registered securities1	Amount of Registration Fee, including fee paid for previously registered securities
Flexible Purchase Payment Modified Guaranteed Annuity Contracts	N/A 1	N/A 1	$175,675,504 2	$22,627.00 3

1	The amount to be registered and the proposed maximum offering price per unit are not applicable in that these contracts are not issued in predetermined amounts or units. The proposed maximum aggregate offering price is estimated solely for the purpose of determining the registration fee.
2	This registration statement includes unsold securities previously registered pursuant to Rule 429 under the Securities Act of 1933 ("Securities Act") on Form S-1 (File No. 333-196863) filed by the Registrant on June 18, 2014 ("Prior Registration Statement"). Pursuant to Rule 415(a)(6) under the Securities Act, unsold securities were added to a registration statement on Form S-1 (File No. 333-216969) filed by the Registrant on March 27, 2017. Pursuant to Rule 415(a)(6) under the Securities Act, all unsold securities from the Prior Registration Statement will be added to this Registration Statement and the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. As of February 28, 2020, there were $175,675,504 of unsold securities registered pursuant to the Prior Registration Statement.
3	Pursuant to Rule 415(a)(6) under the Securities Act, $22,627.00 (calculated at the rate in effect at the time the Prior Registration Statement was filed) of filing fees paid in connection with the unsold securities shall continue to apply to the unsold securities, and no additional filing fee in respect to such unsold securities is due hereunder.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Flexible Purchase Payment Modified Guaranteed Annuity Contracts Supporting Guaranteed Periods

Modified Guaranteed Annuity Contracts Supporting Guaranteed Periods

Issued by

NATIONWIDE LIFE INSURANCE COMPANY

The date of this prospectus is May 1, ~~2020~~2023.

Read this prospectus carefully and keep it for future reference.

This prospectus describes Flexible Purchase Payment Modified Guaranteed Annuity Contracts supporting investment options referred to as Guaranteed Period Options, offered by Nationwide Life Insurance Company ("Nationwide").

Guaranteed Period Options provide for guaranteed interest rates to be credited over specified durations ("Guaranteed Periods"). Three (3), four (4), five (5), six (6), seven (7), eight (8), nine (9), and ten (10) year Guaranteed Period Options are available. The minimum amount that may be allocated to a Guaranteed Period Option is $1,000. An interest rate determined by Nationwide ("Specified Interest Rate") is guaranteed to be credited for the duration of the Guaranteed Period on a daily basis, resulting in a guaranteed annual effective yield. Different interest rates apply to each Guaranteed Period Option and are determined and guaranteed by Nationwide in its sole discretion.

Guaranteed Period Options will produce a guaranteed annual effective yield at the Specified Interest Rate so

long as amounts invested are neither withdrawn nor transferred prior to the end of the Guaranteed Period.

Withdrawals for any reason prior to the expiration of the Guaranteed Period, except for payment of the death

benefit, are subject to a Market Value Adjustment and may be subject to a Contingent Deferred Sales Charge.

Transfers between Guaranteed Period Options prior to the expiration of a Guaranteed Period are subject to a

Market Value Adjustment, but are not subject to a Contingent Deferred Sales Charge. However, any amount

transferred to a new Guaranteed Period prior to maturity will be subject to a new Contingent Deferred Sales

Charge schedule.

A purchase of this contract is subject to certain risks (see Risk Factors on page 5).

Nationwide established the Nationwide Multiple Maturity Separate Account-2, pursuant to Ohio law, to aid in reserving and accounting for Guaranteed Period Option obligations. However, all of the general assets of Nationwide are available for the purpose of meeting the guarantees of the Guaranteed Period Options. Amounts allocated to the Guaranteed Period Options are generally invested in fixed income investments purchased by Nationwide. Contract owners allocating amounts either to a Guaranteed Period Option or the Transition Account have no claim against any assets of Nationwide, including assets held in the Nationwide Multiple Maturity Separate Account-2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The Guaranteed Period Options described in this prospectus may not be available in all state jurisdictions and, accordingly, representations made in this prospectus do not constitute an offering in such jurisdictions.

For information on how to contact Nationwide, see Contacting the Service Center.

Table of Contents

Page Glossary 1 Synopsis of the Contracts 3 Introduction 3 Minimum Initial and Subsequent Purchase Payments 3 Charges and Expenses 3 Annuity Payments 4 Taxation 4 Ten Day Free Look 4 Risk Factors 5 Withdrawals prior to the Maturity Date will be subject to a Market Value Adjustment. 5 Guarantees subject to the claims paying ability of Nationwide. 5 Business Continuity Risk. 5 Cyber Security Risk. 5 Types of Contracts 56 Individual Retirement Annuities 56 Investment-Only Contracts (Qualified Plans) ~~5 Non-Qualified Contracts~~ 6 Roth IRAs 6 Simplified Employee Pensions ("SEP") IRAs 67 Simple IRAs 7 Tax Sheltered Annuities 7 Non-Qualified Contracts 8 Investing in the Contract 78 Beneficially Owned Contracts 8 Guaranteed Period Options 89 The Specified Interest Rate 89 The Investment Period 810 Guaranteed Periods 910 Guaranteed Period Options at Maturity 910 Transition Account 911 Contingent Deferred Sales Charges 911 Market Value Adjustment 1112 General Information Regarding the Market Value Adjustment 1112 Interest Rate Swap 1113 The Market Value Adjustment Formula 1113 Contract Ownership 1214 Joint Ownership 1314 Contingent Ownership 1314 Annuitant 1315 Contingent Annuitant 1315 Beneficiary and Contingent Beneficiary 1315 Premium Taxes 1415 Right to Revoke 1415 Transfers 1415 Surrenders (Redemptions) 1416 Surrenders Under a Tax Sheltered Annuity 1516 Assignment 1617 Annuitizing the Contract 1617 Annuitization 1617 Annuitization Date 1618 Annuity Commencement Date 1618 Fixed Payment Annuity 1718 Frequency and Amount of Annuity Payments 1718 Fixed Payment Annuity Options 1718 Death Benefits 1719 Death of Contract Owner - Non-Qualified Contracts 1719 Death of Annuitant - Non-Qualified Contracts 1819 Death of Contract Owner/Annuitant ~~18 Death Benefit Payment 18 Required Distributions~~ 19 ~~Required Distributions - General Information 19~~

Table of Contents

Table of Contents (continued)

Page Death Benefit Payment 19 Required Distributions 20 Required Distributions - General Information 20 Required Distributions for Non-Qualified Contracts 1921 Required Distributions for Tax Sheltered Annuities, IRAs, SEP IRAs, Simple IRAs, and Roth IRAs 2021 Federal Tax Considerations 22 IRAs, SEP IRAs and Simple IRAs 2223 Roth IRAs 23 Tax Sheltered Annuities 24 Non-Qualified Contracts - Natural Persons as Contract Owners 2425 Non-Qualified Contracts - Non-Natural Persons as Contract Owners 2526 Exchanges 2526 Additional Medicare Tax 26 Same-Sex Marriages, Domestic Partnership and Other Similar Relationships 2627 Withholding 2627 Non-Resident Aliens 27 Federal Estate, Gift, and Generation Skipping Transfer Taxes 2728 Charge for Tax 28 Tax Changes 28 State Taxation 2829 Statements 2829 Investments 29 Contracts and the Distribution (Marketing) of the Guaranteed Period Options 29 Legal Opinion 2930 About Nationwide 2930 Contacting the Service Center 30 Experts 30 Disclosure of Commission Position on Indemnification 3031 Legal Proceedings 31 Nationwide Life Insurance Company 31 Appendix A A-1 ~~Appendix~~APPENDIX B B-1

Available Information

The SEC maintains a website (www.sec.gov) that contains the prospectus and other information.

iii

Table of Contents

Glossary

Annuitization Date – The date the annuity payments begin.

Annuity Commencement Date – The date on which annuity payments are scheduled to begin. This date may be

changed by the contract owner with Nationwide's consent.

Contract Value – The sum of all amounts allocated to any of the Guaranteed Period Options plus any amount

allocated to the Transition Account.

Contract Year – Each year the Contract remains in force beginning with the date the Contract is issued.

Guaranteed Period – The period corresponding to a 3, 4, 5, 6, 7, 8, 9, or 10 year Guaranteed Period Option. Amounts

allocated to a Guaranteed Period Option will be credited with a Specified Interest Rate over the corresponding

guaranteed period, so long as such amounts are not withdrawn or transferred from the Guaranteed Period Option

prior to the Maturity Date. The Guaranteed Period may last for up to 3 months beyond the 3, 4, 5, 6, 7, 8, 9, or 10

year anniversary of the allocation to the Guaranteed Period Option due to every Guaranteed Period ending on the

final day of a calendar quarter.

Guaranteed Period Option Year – Each 12 month period beginning with the date a new allocation is made to a

Guaranteed Period Option. New allocations include transfers from one Guaranteed Period Option to another, or new

Purchase Payments allocated to a Guaranteed Period Option.

Individual Retirement Annuity ("IRA") – An annuity contract that qualifies for favorable tax treatment under Section

408(b) of the Internal Revenue Code, but does not include Roth IRAs.

Interest Rate Swaps – Interest rate quotations for 1, 2, 3, 4, 5, 7 and 10 years published, on a regular basis, by a

commercially reasonable and publicly available source based on U.S. Treasury Bond yields. Nationwide uses

Interest Rate Swaps in its Market Value Adjustment formula because they represent a readily available and

consistently reliable interest rate benchmark in financial markets.

Investment Period – The period of time beginning with a declaration by the Company of new Guaranteed Period

Option interest rates (the different Specified Interest Rates for each of the Guaranteed Period Options) and ending

with the subsequent declaration of new Specified Interest Rates.

Investment-Only Contract – A contract purchased by a Qualified Pension, Profit-Sharing or Stock Bonus Plan as

defined by Section 401(a) of the Internal Revenue Code.

Market Value Adjustment ("MVA") – The upward or downward adjustment in value of amounts allocated to a

Guaranteed Period Option which are withdrawn from the Guaranteed Period Option for any reason, other than

payment of the death benefit, prior to the Maturity Date.

Maturity Date – The date on which a particular Guaranteed Period Option matures. Such date will be the last day of a

calendar quarter in which the third, fourth, fifth, sixth, seventh, eighth, ninth or tenth anniversary of the date on which

amounts are allocated to a 3, 4, 5, 6, 7, 8, 9 or 10 year Guaranteed Period Option, respectively.

Nationwide, or the Company – Nationwide Life Insurance Company.

Non-Qualified Contract – A contract which does not qualify for favorable tax treatment as a Qualified Plan, Individual

Retirement Annuity, Roth IRA, SEP IRA, Simple IRA, or Tax Sheltered Annuity.

Qualified Plan – Retirement plans that receive favorable tax treatment under the provision of Section 401(a) of the

Internal Revenue Code, including Investment-Only Contracts. In this prospectus, all provisions applicable to Qualified

Plans also apply to Investment-Only Contracts unless specifically stated otherwise.

Roth IRA – An individual retirement annuity which qualifies for favorable tax treatment under Section 408A of the

Internal Revenue Code.

Service Center – The department of Nationwide responsible for receiving all service and transaction requests relating

to the contract. For service and transaction requests submitted other than by telephone (including fax requests), the

Service Center is Nationwide's mail and document processing facility. For service and transaction requests

communicated by telephone, the Service Center is Nationwide's operations processing facility. Information on how to

contact the Service Center is in the "Contacting the Service Center" provision.

Table of Contents

Simplified Employee Pensions ("SEP") IRA – An annuity contract which qualifies for favorable tax treatment under

Section 408(k) of the Internal Revenue Code.

Simple IRA – An annuity contract which qualifies for favorable tax treatment under Section 408(p) of the Internal

Revenue Code.

Specified Interest Rate – The interest rate guaranteed to be credited to amounts allocated under a selected

Guaranteed Period Option so long as such allocations are not distributed for any reason from the Guaranteed Period

Option prior to the Guaranteed Period Option Maturity Date.

Specified Value – The amount allocated to a Guaranteed Period Option minus withdrawals and transfers out of the

Guaranteed Period Option, plus interest accrued at the Specified Interest Rate. The Specified Value is subject to a

Market Value Adjustment, except for payment of the death benefit, at all times prior to the Maturity Date.

Tax Sheltered Annuity – An annuity which qualifies for favorable tax treatment under Section 403(b) of the Internal

Revenue Code.

Transition Account – An account with interest rates that are set monthly by Nationwide.

Table of Contents

Synopsis of the Contracts

Introduction

The contracts described in this prospectus are flexible purchase payment contracts. The contracts may be issued as either individual or group contracts. In those states where contracts are issued as group contracts, references throughout this prospectus to "contract(s)" will also mean "certificate(s)" and "contract owner" will mean "participant."

The contracts can be categorized as:

• Individual Retirement Annuities (IRAs) (with contributions rolled over or transferred from certain tax-qualified plans); • Investment-Only Contracts (Qualified Plans); • Non-Qualified; • Roth IRAs; • SEP IRAs; • Simple IRAs; and • Tax Sheltered Annuities (with contributions rolled over or transferred from other Tax Sheltered Annuity plans).

Individual Retirement Annuities (IRAs) (with contributions rolled over or transferred from certain tax-qualified plans);

•

Investment-Only Contracts (Qualified Plans);

•

Non-Qualified;

•

Roth IRAs;

•

SEP IRAs;

•

Simple IRAs; and

•

Tax Sheltered Annuities (with contributions rolled over or transferred from other Tax Sheltered Annuity plans).

For more detailed information with regard to the differences in contract types, see Types of Contracts.

Minimum Initial and Subsequent Purchase Payments

Contract Type	Minimum Initial Purchase Payment	Minimum ~~Initial~~Subsequent ~~Purchase Payment~~Payments	~~Minimum Subsequent Payments~~
IRA	$2,000	$ 21,000	~~$1,000~~
Investment-Only Contracts (Qualified Plans)	$10,000	$101,000	~~$1,000~~
Non-Qualified	$10,000	$101,000	~~$1,000~~
Roth IRA	$2,000	$ 21,000	~~$1,000~~
SEP IRA	$2,000	$ 21,000	~~$1,000~~
Simple IRA	$2,000	$ 21,000	~~$1,000~~
Tax Sheltered Annuity	$10,000	$101,000	~~$1,000~~

Each purchase payment may be allocated to any combination of Guarantee Period Options or the Transition Account. However, a minimum of $1,000 must be deposited into each Guarantee Period Option elected.

Charges and Expenses

Nationwide does not deduct a sales charge from purchase payments upon deposit into the contract. However, if any amount of a Guaranteed Period Option is withdrawn prior to the Maturity Date for a particular Guarantee Period Option, the amount withdrawn is subject to a Market Value Adjustment in addition to any applicable contingent deferred sales charges ("CDSC").

This CDSC reimburses Nationwide for sales expenses. The amount of the CDSC will not exceed 5% of the amount withdrawn.

Table of Contents

The CDSC for the 10-year Guaranteed Period Option applies as follows:

Number of Completed Years in Guaranteed Period Option from Date of Purchase Payment	CDSC Percentage
0	5%
1	5%
2	4%
3	4%
4	3%
5	3%
6	2%
7	2%
8	1%
9	1%
10	0%

For Guarantee Period Options less than 10 years, the CDSC is not assessed once the Guarantee Period Option reaches the Maturity Date. For instance, if the 5-year Guarantee Period Option is elected, the CDSC schedule is as follows:

Number of Completed Years in Guaranteed Period Option from Date of Purchase Payment	CDSC Percentage
0	5%
1	5%
2	4%
3	4%
4	3%
5	0%

Each Contract Year, the contract owner may withdraw without a CDSC the greater of:

•	10% of the Contract Value; or
•	any amount withdrawn to meet minimum distribution requirements under the Internal Revenue Code.

•

10% of the Contract Value; or

•

any amount withdrawn to meet minimum distribution requirements under the Internal Revenue Code.

A Market Value Adjustment will apply to any free amounts withdrawn prior to the Maturity Date (see Market Value Adjustment). The free withdrawal privilege is non-cumulative. Free amounts not taken during any given Contract Year cannot be taken as free amounts in a subsequent Contract Year (see Contingent Deferred Sales Charge).

The Internal Revenue Code may impose restrictions on withdrawals for contracts issued as Tax Sheltered Annuities or contracts issued to Qualified Plans.

Annuity Payments

Annuity payments begin on the Annuitization Date. Annuity payments will be based on the annuity payment option chosen prior to annuitization (see Fixed Payment Annuity Payment Options).

Taxation

How a contract is taxed depends on the type of contract issued and the purpose for which the contract is purchased. Nationwide will charge against the contract any premium taxes levied by any governmental authority (see Federal Tax Considerations and Premium Taxes).

Ten Day Free Look

Contract owners may return the contract for any reason within ten days of receipt and Nationwide will refund the Contract Value, including any applicable Market Value Adjustment or other amounts required by law (see Right to Revoke).

Table of Contents

Risk Factors

Withdrawals prior to the Maturity Date will be subject to a Market Value Adjustment.

Withdrawals for any reason prior to the Maturity Date, except for payment of the death benefit, are subject to a Market Value Adjustment. The Market Value Adjustment may decrease the value of the withdrawal. The Market Value Adjustment is determined by the multiplication of a Market Value Adjustment factor by the Specified Value, or the portion of the Specified Value being withdrawn. Specified Value is the amount of the allocation to the Guaranteed Period Option, plus interest accrued at the specified interest rate minus prior distributions. If prevailing interest rates are higher than the specified interest rate in effect at the time of the Guaranteed Period Option allocation, Nationwide is likely to realize a loss when it liquidates assets in order to process a surrender or transfer; and therefore, application of the Market Value Adjustment under such circumstances will decrease the amount of the distribution. See Market Value Adjustment for more information regarding the Market Value Adjustment.

Guarantees subject to the claims paying ability of Nationwide.

The guarantees associated with the Guaranteed Period Options are the sole responsibility of Nationwide. The guarantees associated with the Guaranteed Period Options are paid from Nationwide's general account and, therefore, are subject to the rights of Nationwide's creditors and ultimately, its overall claims paying ability.

Business Continuity Risk.

Nationwide is exposed to risks related to natural and man-made disasters, such as storms, fires, earthquakes, public health crises, geopolitical disputes, military actions, and terrorist acts, which could adversely affect Nationwide’s ability to administer the contracts. Nationwide has adopted business continuity policies and procedures that may be implemented in the event of a natural or man-made disaster, but such business continuity plans may not operate as intended or fully mitigate the operational risks associated with such disasters.

Nationwide outsources certain critical business functions to third parties and, in the event of a natural or man-made disaster, relies upon the successful implementation and execution of the business continuity planning of such entities. While Nationwide closely monitors the business continuity activities of these third parties, successful implementation and execution of their business continuity strategies are largely beyond Nationwide’s control. If one or more of the third parties to whom Nationwide outsources such critical business functions experience operational failures, Nationwide’s ability to administer the contract could be impaired.

Cyber Security Risk.

Nationwide’s businesses are highly dependent upon its computer systems and those of its business partners. This makes Nationwide potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include direct risks, such as theft, misuse, corruption and destruction of data maintained by Nationwide, and indirect risks, such as denial of service, attacks on service provider websites and other operational disruptions that impede Nationwide’s ability to electronically interact with service providers. Cyber-attacks affecting Nationwide, intermediaries, and other service providers may adversely affect Nationwide and Contract Values. In connection with any such cyber-attack, Nationwide and/or its service providers and intermediaries may be subject to regulatory fines and financial losses and/or reputational damage. There may be an increased risk of cyber-attacks during periods of geopolitical or military conflict. Although Nationwide undertakes substantial efforts to protect its computer systems from cyber-attacks, including internal processes and technological defenses that are preventative or detective, and other controls designed to provide multiple layers of security assurance, there can be no guarantee that Nationwide or its service providers will avoid losses affecting contracts due to cyber-attacks or information security breaches in the future.

In the event that Contract Values are adversely affected as a result of the failure of Nationwide’s cyber-security controls, Nationwide will take reasonable steps to restore Contract Values to the levels that they would have been had the cyber-attack not occurred. Nationwide will not, however, be responsible for any adverse impact to Contract Values that result from the contract owner or its designee’s negligent acts or failure to use reasonably appropriate safeguards to protect against cyber-attacks.

Types of Contracts

The contracts described in this prospectus are classified according to the tax treatment they are subject to under the Internal Revenue Code. The following is a general description of the various types of contracts. Eligibility requirements, tax benefits (if any), limitations, and other features of the contracts will differ depending on the type of contract.

Individual Retirement Annuities

Individual Retirement Annuities ("IRAs") are contracts that satisfy the provisions of Section 408(b) of the Internal Revenue Code, including the following requirements:

• the contract is not transferable by the owner; • the premiums are not fixed; • if the contract owner is younger than age 50, the annual premium cannot exceed $6,000 (although rollovers of greater amounts from qualified plans, certain 457 governmental plans, tax-sheltered annuities and other IRAs can be received); if the contract owner is age 50 or older, the annual premium cannot exceed $7,000;

~~• certain minimum distribution requirements must be satisfied after~~ the ~~owner~~contract ~~attains~~is ~~the~~not ~~age~~transferable ofby ~~70½ prior to January 1, 2020. See Required Distributions for Tax Sheltered Annuities, IRAs, SEP IRAs, Simple IRAs, and Roth IRAs for~~ the ~~change the SECURE Act made to this requirement~~owner;

• the entire interest of the owner in the contract is nonforfeitable; and • after the death of the owner, additional distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.

the premiums are not fixed;

•

if the contract owner is younger than age 50, the annual premium cannot exceed $6,500 (although rollovers of greater amounts from qualified plans, certain 457 governmental plans, tax-sheltered annuities and other IRAs can be received); if the contract owner is age 50 or older, the annual premium cannot exceed $7,500;

•

certain minimum distribution requirements must be satisfied after the owner attains their "applicable age" as defined in the Internal Revenue Code;

•

the entire interest of the owner in the contract is nonforfeitable; and

•

after the death of the owner, additional distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.

Depending on the circumstance of the owner, all or a portion of the contributions made to the account may be deducted for federal income tax purposes.

~~Failure~~When tothe ~~make~~owner of an IRA attains their applicable age, the ~~mandatory~~IRA ~~distributions~~owner ~~can~~is ~~result~~required into ~~an additional~~begin ~~penalty~~taking ~~tax~~certain ofminimum ~~50%~~distributions. ofThe ~~the~~applicable ~~excess~~age ofis 73 if the ~~amount~~owner ~~required~~attains toage be72 ~~distributed~~after ~~over~~2022. For owners who attained age 70½ after 2019 the ~~amount~~age ~~that~~is ~~was~~72 ~~actually~~(age ~~distributed~~70½ if born prior to July 1, 1949).

In addition, upon the death of the owner of an IRA, the Internal Revenue Code imposes mandatory distribution requirements to ensure distribution of the entire contract value within the required statutory period. Due to the Treasury Regulations valuation rules, the amount used to compute the mandatory distributions may exceed the contract value.

Failure to make the mandatory distributions can result in an additional penalty tax of 25% applied against the required minimum distribution not taken. The excise tax is reduced to 10% if the required minimum distribution not taken is distributed within a "correction window" as defined under the Internal Revenue Code.

IRAs may receive rollover contributions from Individual Retirement Accounts, other Individual Retirement Annuities, Tax Sheltered Annuities, certain 457 governmental plans and qualified retirement plans (including 401(k) plans).

For further details regarding IRAs, please refer to the disclosure statement provided when the IRA was established.

As used herein, the term "individual retirement plans" shall refer to both individual retirement annuities and individual retirement accounts that are described in Section 408 of the Internal Revenue Code.

Investment-Only Contracts (Qualified Plans)

Contracts that are owned by Qualified Plans are not intended to confer tax benefits on the beneficiaries of the plan; they are used as investment vehicles for the plan. The income tax consequences to the beneficiary of a Qualified Plan are controlled by the operation of the plan, not by operation of the assets in which the plan invests.

Table of Contents

Beneficiaries of Qualified Plans should contact their employer and/or trustee of the plan to obtain and review the plan, trust, summary plan description and other documents for the tax and other consequences of being a participant in a Qualified Plan.

Non-Qualified Contracts

A Non-Qualified Contract is a contract that does not qualify for certain tax benefits under the Internal Revenue Code, and which is not an IRA, a Roth IRA, a SEP IRA, a Simple IRA, or a Tax Sheltered Annuity.

Upon the death of the owner of a Non-Qualified Contract, mandatory distribution requirements are imposed to ensure distribution of the entire balance in the contract within a required statutory period.

Non-Qualified Contracts that are owned by natural persons allow for the deferral of taxation on the income earned in the contract until it is distributed or deemed to be distributed. Non-qualified contracts that are owned by non-natural persons, such as trusts, corporations, and partnerships are generally subject to current income tax on the income earned inside the contract, unless the non-natural person owns the contract as an agent of a natural person.

Roth IRAs

Roth IRA contracts are contracts that satisfy the requirements of Section 408A of the Internal Revenue Code, including the following requirements:

• the contract is not transferable by the owner; • the premiums are not fixed; • if the contract owner is younger than age 50, the annual premium cannot exceed $5,500 (although rollovers of greater amounts from other Roth IRAs and IRAs can be received); if the contract owner is age 50 or older, the annual premium cannot exceed $6,500; • the entire interest of the owner in the contract is nonforfeitable; and • after the death of the owner, certain distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.

~~A Roth IRA can receive a rollover from an IRA or other eligible retirement plan; however,~~ the ~~amount~~contract ~~rolled over from the IRA to the Roth IRA~~ is ~~required~~not totransferable beby ~~included in~~ the owner's; federal gross income at the time of the rollover, and will be subject to federal income tax. However, a rollover or conversion of an amount from an IRA or eligible retirement plan after December 31, 2017 cannot be recharacterized back to an IRA.

•

the premiums are not fixed;

•

if the contract owner is younger than age 50, the annual premium cannot exceed $6,500 (although rollovers of greater amounts from other Roth IRAs and IRAs can be received); if the contract owner is age 50 or older, the annual premium cannot exceed $7,500;

•

the entire interest of the owner in the contract is nonforfeitable; and

•

after the death of the owner, certain distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.

A Roth IRA can receive a rollover from an IRA or other eligible retirement plan; however, the amount rolled over from the IRA to the Roth IRA is required to be included in the owner's federal gross income at the time of the rollover, and will be subject to federal income tax. However, a rollover or conversion of an amount from an IRA or eligible retirement plan cannot be recharacterized back to an IRA.

There are income limitations on eligibility to participate in a Roth IRA and additional income limitations for eligibility to roll over amounts from an IRA to a Roth IRA. For further details regarding Roth IRAs, please refer to the disclosure statement provided when the Roth IRA was established.

Simplified Employee Pensions ("SEP") IRAs

A SEP IRA is a written plan established by an employer for the benefit of employees which permits the employer to make contributions to an IRA established for the benefit of each employee.

An employee may make deductible contributions to a SEP IRA in the same way, and with the same restrictions and limitations, as for an IRA. In addition, the employer may make contributions to the SEP IRA, subject to dollar and percentage limitations imposed by both the Internal Revenue Code and the written plan.

A SEP IRA plan must satisfy:

• ~~minimum participation rules; • top-heavy contribution rules; • nondiscriminatory allocation rules; and • requirements regarding a written allocation formula.~~

minimum participation rules;

•

top-heavy contribution rules;

•

nondiscriminatory allocation rules; and

•

requirements regarding a written allocation formula.

In addition, the plan cannot restrict withdrawals of non-elective contributions, and must restrict withdrawals of elective contributions before March 15th of the following year.

Table of Contents

Simple IRAs

A Simple IRA is an IRA that is funded exclusively by a qualified salary reduction arrangement and satisfies the following requirements:

• ~~vesting requirements; • participation requirements; and • administrative requirements.~~

vesting requirements;

•

participation requirements; and

•

administrative requirements.

The funds contributed to a Simple IRA cannot be commingled with funds in IRAs or SEP IRAs. A Simple IRA cannot receive rollover distributions except from another Simple IRA.

Tax Sheltered Annuities

Certain tax-exempt organizations (described in section 501(c)(3) of the Internal Revenue Code) and public school systems may establish a plan under which annuity contracts can be purchased for their employees. These annuity contracts are often referred to as Tax Sheltered Annuities.

Purchase payments made to Tax Sheltered Annuities are excludible from the income of the employee, up to statutory maximum amounts. These amounts should be set forth in the plan adopted by the employer.

Tax Sheltered Annuities may receive rollover contributions from Individual Retirement Accounts, IRAs, other Tax Sheltered Annuities, certain 457 governmental plans and qualified retirement plans (including 401(k) plans).

The owner's interest in the contract is nonforfeitable (except for failure to pay premiums) and cannot be transferred. Certain minimum distribution requirements must be satisfied after the owner attains the age of 70½ (age 72 for those contract owners who turn age 72 on or after January 1, 2020), and after the death of the owner. Additional distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the required period of time.

Certain minimum distribution requirements must be satisfied after the owner attains their applicable age as described in Individual Retirement Annuities above, and after the death of the owner. Additional distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the required period of time.

Final 403(b) Regulations issued by the Internal Revenue Service impose certain restrictions on non-taxable transfers or exchanges of one 403(b) Tax Sheltered Annuity contract for another. Nationwide will no longer issue or accept applications for new and/or in-service transfers to new or existing Nationwide individual 403(b) Tax Sheltered Annuity contracts used for salary reduction plans not subject to ERISA. Nationwide will continue to accept applications and in-service transfers for individual 403(b) Tax Sheltered Annuity contracts used for 403(b) plans that are subject to ERISA and certain state Optional Retirement Plans and/or Programs that have purchased at least one individual annuity contract issued by Nationwide prior to September 25, 2007.

Commencing in 2009, Tax Sheltered Annuities must be issued pursuant to a written plan, and the plan must satisfy various administrative requirements. Check with your employer to ensure that these requirements will be satisfied in a timely manner.

Non-Qualified Contracts

Investing in the Contract

There are eight different Guaranteed Period Options available: a 3-year Guaranteed Period Option; a 4-year Guaranteed Period Option; a 5-year Guaranteed Period Option; a 6-year Guaranteed Period Option; a 7-year Guaranteed Period Option; an 8-year Guaranteed Period Option; a 9-year Guaranteed Period Option; and a 10-year Guaranteed Period Option. Contract owners may elect to have Purchase Payments allocated among the Guaranteed Period Options and the Transition Account. The minimum amount of any allocation to a Guaranteed Period Option is $1,000. If a contract owner does not specify how the Purchase Payment is to be allocated, the entire Purchase Payment will be allocated to the Transition Account.

The guarantees associated with the Guaranteed Period Options are the exclusive obligation of Nationwide. A separate account, authorized and created in accordance with Ohio law, was established for the sole purpose of reserving and accounting for assets associated with the Guaranteed Period Options. The assets of the separate account are owned by Nationwide. Contract owners have no claim against the assets of the separate account, maintain no interest in the separate account and do not participate in the investment experience of the separate account.

The cumulative total of all purchase payments under contracts issued by Nationwide on the life of any one annuitant or owned by any one contract owner cannot exceed $1,500,000 without Nationwide's prior consent.

7Beneficially Owned Contracts

A beneficially owned ~~Table~~contract is a contract that is inherited or purchased by a beneficiary and the beneficiary holds the contract as a beneficiary (as opposed to treating the contract as his/her own) to facilitate the distribution of ~~Contents~~ a death benefit or contract value in accordance with the applicable federal tax laws (see Required Distributions). An owner of a beneficially owned contract is referred to as a "beneficial owner."

There are two types of beneficially owned contracts, a "continued beneficially owned contract" and a "purchased beneficially owned contract." A continued beneficially owned contract is when a beneficiary inherits a contract and continues that contract as a beneficial owner. A "purchased beneficially owned contract" is when a beneficiary purchases a new contract using a death benefit or contract value that the beneficiary inherited under a different annuity contract.

Not all options and features described in this prospectus are available to beneficially owned contracts:

Subsequent purchase payments are not permitted under any beneficially owned contract.

•

Withdrawals under beneficially owned contracts are subject to applicable CDSC and Market Value Adjustments except when the withdrawals are made from a continued beneficially owned contract that is inherited as death benefit proceeds (as opposed to inherited contract value).

•

A beneficial owner must be both the Contract Owner and the Annuitant of a beneficially owned contract, and no additional parties may be named.

•

No changes to the parties will be permitted on any beneficially owned contract, except that a beneficial owner may request changes to their successor beneficiary(ies).

•

Beneficially owned contracts cannot be assigned, except that a beneficial owner may assign rights to the distribution payments.

•

There is no death benefit payable on a on a continued beneficially owned contract. After the death of the beneficial owner, any remaining death benefit or contract value to be distributed will be payable to a successor beneficiary in accordance with applicable federal tax laws.

A beneficiary who is the surviving spouse of a contract owner has the option under the tax laws to continue the contract as the sole contract owner and treat the contract as the spouse’s own. If a spouse continues the contract as the sole contract owner, the spouse will not be treated as a beneficial owner and this section will not apply.

Guaranteed Period Options

Guaranteed Period Options provide for a guaranteed interest rate ("Specified Interest Rate"), to be credited as long as any amount allocated to the Guaranteed Period Option is not distributed for any reason, prior to the Maturity Date of the Guaranteed Period Option. Each Guaranteed Period Option has a Guarantee Period. Generally, a 3-year Guaranteed Period Option offers guaranteed interest at a Specified Interest Rate over 3 years, a 4-year Guaranteed Period Option offers guaranteed interest at a Specified Interest Rate over 4 years, and so on. Because every Guaranteed Period Option will mature on the last day of a calendar quarter, the Guaranteed Period of a Guaranteed Period Option may extend for up to 3 months beyond the 3, 4, 5, 6, 7, 8, 9, or 10-year anniversary of allocations made to 3, 4, 5, 6, 7, 8, 9, or 10-year Guaranteed Period Option, respectively.

Amounts allocated to a Guaranteed Period Option will be credited at the Specified Interest Rate for the duration of the Guaranteed Period associated with the Guaranteed Period Option. Specified Interest Rates for each Guaranteed Period Option are declared periodically at the sole discretion of Nationwide. The Investment Period is the period of time during which declared Specified Interest Rates will be effective for new allocations. Investment Periods will typically last for one week, but may be longer or shorter depending on interest rate fluctuations in financial markets. During any particular Investment Period, any transfer allocation or new purchase payment allocation to a Guaranteed Period Option will earn the Specified Interest Rate effective for that Investment Period for the duration of the Guaranteed Period of the Guaranteed Period Option (see Specified Interest Rates and Guaranteed Periods).

The Specified Interest Rate will be credited daily to amounts allocated to a Guaranteed Period Option, providing an annual effective yield. The Specified Interest Rate will continue to be credited as long as allocations receiving that rate remain in the Guaranteed Period Option until the Maturity Date. However, any surrenders, transfers or withdrawals for any reason, except to pay the death benefit, prior to the Maturity Date will be subject to a Market Value Adjustment (see Market Value Adjustment).

The Specified Interest Rate

The Specified Interest Rate is the rate of interest guaranteed by Nationwide to be credited to allocations made to the Guaranteed Period Options for the corresponding Guaranteed Period, so long as no portion of the allocation is distributed for any reason prior to the Maturity Date. Different Specified Interest Rates may be established for the eight different Guaranteed Period Options.

Generally, Nationwide will declare new Specified Interest Rates weekly; however, depending on interest rate fluctuations, declarations of new Specified Interest Rates may occur more or less frequently. Nationwide observes no specific method in establishing the Specified Interest Rates. However, Nationwide will attempt to declare Specified Interest Rates which are related to interest rates associated with fixed-income investments available at the time and having durations and cash flow attributes compatible with the Guaranteed Periods of the Guaranteed Period Options. In addition, the establishment of Specified Interest Rates may be influenced by other factors, including competitive considerations, administrative costs and general economic trends. Nationwide has no way of predicting what Specified Interest Rates may be declared in the future and there is no minimum Specified Interest Rate for any of the Guaranteed Period Options.

of Specified Interest Rates may be influenced by other factors, including competitive considerations, administrative costs and general economic trends. Nationwide has no way of predicting what Specified Interest Rates may be declared in the future and there is no minimum Specified Interest Rate for any of the Guaranteed Period Options.

The Investment Period

The Investment Period is the period of time during which a particular Specified Interest Rate is in effect for new allocations to the various Guaranteed Period Options. All allocations made to a Guaranteed Period Option during an Investment Period are credited with the Specified Interest Rate in effect at the time of allocation. An Investment Period ends when a new Specified Interest Rate relative to the applicable Guaranteed Period Option is declared. Subsequent declarations of new Specified Interest Rates have no effect on allocations made to Guaranteed Period Options during prior Investment Periods. Prior allocations to the Guaranteed Period Option will be credited with the Specified Interest Rate in effect when the allocation was made.

The Specified Interest Rate is credited to allocations made to Guaranteed Period Options on a daily basis, resulting in an annual effective yield, guaranteed by Nationwide, unless amounts are withdrawn or transferred from the Guaranteed Period Option for any reason prior to the Maturity Date. The Specified Interest Rate will be credited for the entire Guaranteed Period associated with the Guaranteed Period Option. If amounts are withdrawn or transferred from the Guaranteed Period Option for any reason, except payment of the death benefit, prior to the Maturity Date, a Market Value Adjustment will be applied to the amount withdrawn or transferred.

Table of Contents

Information concerning the Specified Interest Rates in effect for the various Guaranteed Period Options can be obtained by contacting the Service Center.

Guaranteed Periods

The Guaranteed Period is the period of time corresponding with the selected Guaranteed Period Option for which the Specified Interest Rate is guaranteed to be in effect, so long as the amounts allocated remain in the Guaranteed Period Option until the Maturity Date. A Guaranteed Period always expires on a Maturity Date which will be the last day of a calendar quarter, which may last up to three months past the anniversary date of the allocation to the Guaranteed Period Option.

For example, if an allocation is made to a 10 year Guaranteed Period Option on February 1, 2015, the Specified Interest Rate for that Guaranteed Period Option will be credited until March 31, 2025; the Guaranteed Period will begin on February 1, 2015 and end on March 31, 2025.

Guaranteed Periods will be exactly 3, 4, 5, 6, 7, 8, 9, or 10 years only when an allocation to a Guaranteed Period Option occurs on the last day of a calendar quarter.

Guaranteed Period Options at Maturity

Nationwide will send notice to contract owners of impending Maturity Dates (always the last day of a calendar quarter) at least 90 days prior to the end of a Guaranteed Period. The notice will include the projected value of the Guaranteed Period Option on the Maturity Date.

Once the Guaranteed Period Option matures, contract owners may:

(1)	surrender the Guaranteed Period Option, in part or in whole, without a Market Value Adjustment and/or a CDSC;
(2)	wholly transfer the Guaranteed Period Option to another Guaranteed Period Option of the same or different duration without a Market Value Adjustment and/or a CDSC. A confirmation of any such transfer will be sent immediately after the transfer is processed;
(3)	partially transfer amounts of the Guaranteed Period Option to various Guaranteed Period Options of different durations without a Market Value Adjustment or a CDSC. A confirmation of any such transfer will be sent immediately after the transfer is processed; or
(4)	elect not to transfer or surrender all or a portion of the Guaranteed Period Option, in which case, the remaining portion of the Guaranteed Period Option will be automatically transferred to the Transition Account following the Maturity Date. A confirmation will be sent immediately after the automatic transfer is executed.

(1)

surrender the Guaranteed Period Option, in part or in whole, without a Market Value Adjustment and/or a CDSC;

(2)

wholly transfer the Guaranteed Period Option to another Guaranteed Period Option of the same or different duration without a Market Value Adjustment and/or a CDSC. A confirmation of any such transfer will be sent immediately after the transfer is processed;

(3)

partially transfer amounts of the Guaranteed Period Option to various Guaranteed Period Options of different durations without a Market Value Adjustment or a CDSC. A confirmation of any such transfer will be sent immediately after the transfer is processed; or

(4)

elect not to transfer or surrender all or a portion of the Guaranteed Period Option, in which case, the remaining portion of the Guaranteed Period Option will be automatically transferred to the Transition Account following the Maturity Date. A confirmation will be sent immediately after the automatic transfer is executed.

If no direction is received by Nationwide prior to the Maturity Date of a Guaranteed Period Option all amounts in that Guaranteed Period Option will automatically be transferred to the Transition Account.

Transition Account

Amounts not allocated to a Guaranteed Period Option are held in the Transition Account. The Transition Account is a short-term liquid investment account. The Transition Account is not designed for long term investing.

Nationwide will declare a new interest rate each month which will apply to all funds in the Transition Account.

Transfers or surrenders from the Transition Account may be made at any time without application of a Market Value Adjustment or a CDSC.

Contingent Deferred Sales Charges

No sales charge deduction is made from the purchase payments when amounts are deposited into the contracts. However, if any amount is withdrawn from a Guaranteed Period Option prior to its Maturity Date, Nationwide will deduct a CDSC.

The CDSC will not exceed 5% of the amount withdrawn. The CDSC is calculated by multiplying the applicable CDSC percentage (noted below) by the amount surrendered.

For purposes of calculating the CDSC surrenders are considered to come first from the Transition Account until it is exhausted and then from each Guaranteed Period Option in proportion to the total remaining Contract Value, unless the contract owner specifies otherwise. (For tax purposes, a surrender is usually treated as a withdrawal of earnings first.)

Table of Contents

The CDSC for the 10-year Guaranteed Period Option applies as follows:

Number of Completed Years in Guaranteed Period Option from Date of Purchase Payment	CDSC Percentage
0	5%
1	5%
2	4%
3	4%
4	3%
5	3%
6	2%
7	2%
8	1%
9	1%
10	0%

For Guaranteed Period Options less than 10 years, the CDSC is not assessed once the Guaranteed Period Option reaches the Maturity Date. For instance, if the 5-year Guaranteed Period Option is elected, the CDSC schedule is as follows:

Number of Completed Years in Guaranteed Period Option from Date of Purchase Payment	CDSC Percentage
0	5%
1	5%
2	4%
3	4%
4	3%
5	0%

The CDSC is used to cover sales expenses, including commissions (maximum of 5% of each allocation to a Guaranteed Period), production of sales material, and other promotional expenses. If expenses are greater than the CDSC, the shortfall will be made up from Nationwide's general assets.

All or a portion of any withdrawal may be subject to federal income taxes. Contract owners taking withdrawals before age 59½ may be subject to a 10% penalty tax.

Waiver of Contingent Deferred Sales Charge

Each Contract Year, the contract owner may withdraw without a CDSC the greater of:

•	10% of the Contract Value; or
•	any amount withdrawn to meet minimum distribution requirements under the Internal Revenue Code.

•

10% of the Contract Value; or

•

any amount withdrawn to meet minimum distribution requirements under the Internal Revenue Code.

A Market Value Adjustment will apply to any free amounts withdrawn prior to the Maturity Date. The CDSC-free privilege is non-cumulative. Free amounts not taken during any given Contract Year cannot be taken as free amounts in a subsequent Contract Year.

In addition, no CDSC will be deducted:

(1)	upon the annuitization of contracts which have been in force for at least two years;
(2)	for amounts withdrawn from the Transition Account or transferred from the Transition Account to any Guaranteed Period Option;
(3)	for amounts transferred prior to maturity from a Guaranteed Period Option to a new Guaranteed Period Option within the contract;
(4)	upon payment of the death benefit payment prior to the Annuitization Date; or
(5)	from any values which have been held under a Guarantee Period Option for the applicable Guaranteed Period.

(1)

~~Further,~~upon ~~a CDSC will not apply if~~ the ~~contract~~annuitization ~~owner~~of ~~is confined~~contracts towhich ahave ~~long~~been ~~term care facility or hospital for a continuous 180 day period commencing while the Contract is~~ in- force. ~~In the case of joint ownership, the waiver will apply if either joint owner is confined. Request~~ for ~~waiver~~at ~~must~~least betwo ~~received by~~years; ~~Nationwide during the period of confinement or no later than 90~~

10(2)

for amounts withdrawn from the Transition Account or transferred from the Transition Account to any ~~Table~~Guaranteed ofPeriod ~~Contents~~ Option;

days after the confinement period ends. If the withdrawal request is received later than 90 days after the confinement period ends, the surrender charge, if applicable, will be assessed. Written notice and proof of confinement must be received in a form satisfactory to Nationwide and be recorded at the Service Center prior to the waiver of surrender charges.(3)

for amounts transferred prior to maturity from a Guaranteed Period Option to a new Guaranteed Period Option within the contract;

(4)

upon payment of the death benefit payment prior to the Annuitization Date; or

(5)

from any values which have been held under a Guarantee Period Option for the applicable Guaranteed Period.

Further, a CDSC will not apply if the contract owner is confined to a long term care facility or hospital for a continuous 180 day period commencing while the Contract is in-force. In the case of joint ownership, the waiver will apply if either joint owner is confined. Request for waiver must be received by Nationwide during the period of confinement or no later than 90 days after the confinement period ends. If the withdrawal request is received later than 90 days after the confinement period ends, the surrender charge, if applicable, will be assessed. Written notice and proof of confinement must be received in a form satisfactory to Nationwide and be recorded at the Service Center prior to the waiver of surrender charges.

The CDSC will not be eliminated if to do so would be unfairly discriminatory or prohibited by state law.

Market Value Adjustment

General Information Regarding the Market Value Adjustment

Guaranteed Period Options which are surrendered, transferred or distributed for any reason, except to pay the death benefit, prior to the Maturity Date for the Guaranteed Period Option will be subject to a Market Value Adjustment. The Market Value Adjustment is determined by the multiplication of a Market Value Adjustment factor (arrived at by calculation of the Market Value Adjustment formula) by the Specified Value, or the portion of the Specified Value being withdrawn.

Specified Value is the amount of the allocation to the Guaranteed Period Option, plus interest accrued at the specified interest rate minus prior distributions. The Market Value Adjustment may either increase or decrease the amount of the distribution.

The Market Value Adjustment is intended to approximate, without duplicating, Nationwide's experience when it liquidates assets in order to satisfy contractual obligations. Such obligations arise when contract owners make withdrawals or transfers, or when the operation of the Contract requires a distribution, such as a death benefit. When liquidating assets, Nationwide may realize either a gain or a loss.

If prevailing interest rates are higher than the specified interest rate in effect at the time of the Guaranteed Period Option allocation, Nationwide is likely to realize a loss when it liquidates assets in order to process a surrender or transfer; and therefore, application of the Market Value Adjustment under such circumstances will decrease the amount of the distribution.

Conversely, if prevailing interest rates are lower than the specified interest rate in effect at the time of the Guaranteed Period Option allocation, Nationwide is likely to realize a gain when it liquidates assets in order to process a surrender or transfer; therefore, application of the Market Value Adjustment under such circumstances will likely increase the amount of the distribution.

Nationwide measures the relationship between prevailing interest rates and the Specified Interest Rates it declares through the Market Value Adjustment formula, and relies on the interest rate swap yields to represent both prevailing interest rates and Specified Interest Rates. The Market Value Adjustment formula and the Interest Rate Swap are described more fully below.

Interest Rate Swap

The Market Value Adjustment formula for deriving the Market Value Adjustment factor is based on Interest Rate Swaps which are published on a regular basis. Nationwide utilizes Interest Rate Swaps in its Market Value Adjustment formula because they represent a readily available and consistently reliable interest rate benchmark in financial markets, which can be relied upon to reflect the relationship between Specified Interest Rates declared by Nationwide and the prospective interest rate fluctuations.

Interest Rate Swap quotations for 1, 2, 3, 4, 5, 7 and 10-years are published on a regular basis. To the extent that the Market Value Adjustment formula shown below requires a rate associated with a maturity not published (such as a 6, 8 or 9-year maturity), Nationwide will calculate such rates based on the relationship of the published rates. For example, if the published 5-year rate is 6% and the published 7-year rate is 6.50%, the 6-year rate will be calculated as 6.25%.

The Market Value Adjustment Formula

The Market Value Adjustment formula is utilized when a distribution is made from a Guaranteed Period Option during the Guaranteed Period. The Market Value Adjustment is a calculation expressing the relationship between three factors:

(1) ~~the Interest Rate Swap yield for the period of time coinciding with the Guaranteed Period of the Guaranteed Period Option;~~

11the Interest Rate Swap yield for the period of time coinciding with the Guaranteed Period of the Guaranteed Period Option;

~~Table of Contents~~ (2)

(2)	the Interest Rate Swap yield for a period coinciding with the time remaining in the Guaranteed Period of a Guaranteed Period Option when a distribution giving rise to a Market Value Adjustment occurs; and
(3)	the number of days remaining in the Guaranteed Period of the Guaranteed Period Option.

the Interest Rate Swap yield for a period coinciding with the time remaining in the Guaranteed Period of a Guaranteed Period Option when a distribution giving rise to a Market Value Adjustment occurs; and

(3)

the number of days remaining in the Guaranteed Period of the Guaranteed Period Option.

The formula for determining the Market Value Adjustment factor is:

[		]	t
	(1 + a)
	(1 + b + .0025)

Where:

a	=	the Interest Rate Swap for a period equivalent to the Guaranteed Period at the time of deposit in the Guaranteed Period Option;
b	=	the Interest Rate Swap at the time of distribution for a period of time equivalent to the time remaining in the Guaranteed Period. In determining the number of years to maturity, any partial year will be counted as a full year, unless it would cause the number of years to exceed the Guaranteed Period; and
t	=	the number of days until the Maturity Date, divided by 365.25.

In the case of "a" above, the Interest Rate Swap utilized will be the rate published for the date two days prior to the date of an allocation to the Guaranteed Period Option was made. If no rate is published for a given date, then the most recent published rate available will be utilized.

In the case of "b" above, the Interest Rate Swap utilized will be the rate published for the two days prior to the date of withdrawal, transfer or distribution. If no rate is published for a given date, then the most recent published rate available will be utilized.

The Market Value Adjustment factor will be equal to one during the Investment Period.

The Market Value Adjustment formula shown above also accounts for some of the administrative and processing expenses incurred when fixed-interest investments are liquidated. This is represented in the addition of .0025 in the Market Value Adjustment formula.

The result of the Market Value Adjustment formula shown above is the Market Value Adjustment factor. The Market Value Adjustment factor is multiplied by the Specified Value, or that portion of the Specified Value being distributed from a Guaranteed Period Option in order to effect a Market Value Adjustment. The Market Value Adjustment factor will either be greater, less than or equal to one and will be multiplied by the Specified Value or that portion of the Specified Value being withdrawn, from the Guaranteed Period Option for any reason except payment of the death benefit. If the result is greater than one, a gain will be realized by the contract owner; if less than one, a loss will be realized. If the Market Value Adjustment factor is exactly one, no gain or loss will be realized.

withdrawn, from the Guaranteed Period Option for any reason except payment of the death benefit. If the result is greater than one, a gain will be realized by the contract owner; if less than one, a loss will be realized. If the Market Value Adjustment factor is exactly one, no gain or loss will be realized.

If Interest Rate Swaps are no longer published by a commercially reasonable and publicly available source, or if, for any other reason, Interest Rate Swaps are not available, Nationwide will use appropriate rates based on the U.S. Treasury Bond yields.

Examples of how to calculate Market Value Adjustments are provided in Appendix A.

Contract Ownership

The contract owner has all rights under the contract. Purchasers who name someone other than themselves as the contract owner will have no rights under the contract.

Contract owners of Non-Qualified Contracts may name a new contract owner at any time before the Annuitization Date. Any change of contract owner automatically revokes any prior contract owner designation. Changes in contract ownership may result in federal income taxation and may be subject to state and federal gift taxes.

A change in contract ownership must be submitted in writing and recorded at the Service Center. Once recorded, the change will be effective as of the date signed. However, the change will not affect any payments made or actions taken by Nationwide before the change was recorded.

Table of Contents

The contract owner may also request a change in the annuitant, contingent annuitant, contingent owner, beneficiary, or contingent beneficiary before the Annuitization Date. These changes must be:

• ~~on a Nationwide form; • signed by the contract owner; and • received at the Service Center before the Annuitization Date.~~

on a Nationwide form;

•

signed by the contract owner; and

•

received at the Service Center before the Annuitization Date.

Nationwide must review and approve any change requests. For Non-Qualified Contracts, if any contract owner is not a natural person, the change of the annuitant will be treated as the death of the contract owner and will result in a distribution, regardless of whether a contingent annuitant is also named. Such distribution will be made as if the contract owner died at the date of such change.

On the Annuitization Date, the annuitant will become the contract owner.

Joint Ownership

Joint owners each own an undivided interest in the contract.

Contract owners can name a joint owner at any time before annuitization subject to the following conditions:

• joint owners can only be named for Non-Qualified Contracts; • joint owners must be spouses at the time joint ownership is requested, unless state law requires Nationwide to allow non-spousal joint owners; • the exercise of any ownership right in the contract will generally require a written request signed by both joint owners; • an election in writing signed by both contract owners must be made to authorize Nationwide to allow the exercise of ownership rights independently by either joint owner; and • Nationwide will not be liable for any loss, liability, cost, or expense for acting in accordance with the instructions of either joint owner.

joint owners can only be named for Non-Qualified Contracts;

•

joint owners must be spouses at the time joint ownership is requested, unless state law requires Nationwide to allow non-spousal joint owners;

•

the exercise of any ownership right in the contract will generally require a written request signed by both joint owners;

•

an election in writing signed by both contract owners must be made to authorize Nationwide to allow the exercise of ownership rights independently by either joint owner; and

•

Nationwide will not be liable for any loss, liability, cost, or expense for acting in accordance with the instructions of either joint owner.

Contingent Ownership

The contingent owner is entitled to certain benefits under the contract if a contract owner who is not the annuitant dies before the Annuitization Date, and there is no surviving joint owner. The contract owner may name or change a contingent owner at any time before the Annuitization Date. To change the contingent owner, a written request must be submitted to Nationwide. Once Nationwide has recorded the change, it will be effective as of the date it was signed, whether or not the contract owner was living at the time it was recorded. The change will not affect any action taken by Nationwide before the change was recorded.

Annuitant

The annuitant is the person who will receive annuity payments and upon whose continuation of life any annuity payment involving life contingencies depends. This person must be age 85 or younger at the time of contract issuance, unless Nationwide approves a request for an annuitant of greater age. The annuitant may be changed before the Annuitization Date with Nationwide's consent.

Contingent Annuitant

If the annuitant dies before the Annuitization Date, the contingent annuitant becomes the annuitant. The contingent annuitant must be age 85 or younger at the time of contract issuance unless Nationwide has approved a request for a contingent annuitant of greater age. All provisions of the contract which are based on the death of the annuitant prior to the Annuitization Date will be based on the death of the last survivor of the annuitant and contingent annuitant.

A contingent annuitant may be selected only for a contract issued as a Non-Qualified Contract.

Beneficiary and Contingent Beneficiary

The beneficiary is the person who is entitled to the death benefit if the annuitant dies before the Annuitization Date and there is no joint owner or contingent annuitant. The contract owner can name more than one beneficiary. Multiple beneficiaries will share the death benefit equally, unless otherwise specified.

Table of Contents

The contract owner may change the beneficiary or contingent beneficiary during the annuitant's lifetime by submitting a written request to Nationwide. Once recorded by Nationwide, the change will be effective as of the date it was signed, whether or not the annuitant was living at the time it was recorded. The change will not affect any action taken by Nationwide before the change was recorded.

Premium Taxes

Nationwide will charge against the Contract Value any premium taxes levied by a state or other government entity. Premium tax rates currently range from 0% to 53.05%. This range is subject to change.

The method used to assess premium tax will be determined by Nationwide at its sole discretion in compliance with state law. If applicable, Nationwide will deduct premium taxes from the contract:

(1)	at the time the contract is surrendered;
(2)	at annuitization; or
(3)	at such earlier date as Nationwide becomes subject to premium taxes.

(1)

at the time the contract is surrendered;

(2)

at annuitization; or

(3)

at such earlier date as Nationwide becomes subject to premium taxes.

Premium taxes may be deducted from death benefit proceeds.

Right to Revoke

Contract owners have a ten day "free look" to examine the contract. The contract may be returned to the Service Center for any reason within ten days of receipt and Nationwide will refund the Contract Value or another amount required by law. The refunded Contract Value will reflect the deduction of any contract charges, including any applicable Market Value Adjustment, unless otherwise required by law. All IRA, SEP IRA, Simple IRA and Roth IRA refunds will be a return of purchase payments. State and/or federal law may provide additional free look privileges.

Transfers

Transfers among the Guaranteed Period Options and the Transition Account must be made prior to the Annuitization Date.

Transfers from a Guaranteed Period Option to another Guaranteed Period Option prior to its Maturity Date are subject to a Market Value Adjustment. Transfers from a Guaranteed Period Option to the Transition Account are not permitted prior to its Maturity Date. Transfers from the Transition Account may be made at anytime without the assessment of a CDSC or a Market Value Adjustment.

The minimum amount that may be transferred either from or to any Guaranteed Period Option is $1,000.

Surrenders (Redemptions)

Contract owners may surrender some or all of their Contract Value before the earlier of the Annuitization Date or the annuitant's death. Surrender requests must be in writing and Nationwide may require additional information. When taking a full surrender, the contract must accompany the written request. Nationwide may require a signature guarantee.

Nationwide will surrender any amount from any Guaranteed Period Option(s) and any amount from the Transition Account needed to equal: (a) the dollar amount requested; less (b) any CDSC, premium taxes and Market Value Adjustment that may apply.

If a partial surrender is requested, amounts will first be surrendered from the Transition Account (if any), unless otherwise instructed by the contract owner. Amounts surrendered in excess of amounts in the Transition Account will be surrendered from each of the Guaranteed Period Options. The amounts surrendered from each Guaranteed Period Option will be in the same proportion that the contract owner's interest in each Guaranteed Period Option bears to the total remaining Contract Value.

Payment from the Guaranteed Period Options will be made within seven days of receipt of both proper written application and proof of interest satisfactory to Nationwide. However, Nationwide may be required, pursuant to state law, to reserve the right to postpone any payments up to 6 months.

A CDSC may apply. The contract owner may take the CDSC from either:

• ~~the amount requested; or~~

14the amount requested; or

~~Table of Contents~~ •

• the Contract Value remaining after the contract owner has received the amount requested.

If the contract owner does not make a specific election, any applicable CDSC will be taken from the Contract Value remaining after the contract owner has received the amount requested.

The CDSC deducted is a percentage of the amount requested by the contract owner. Amounts deducted for CDSC are not subject to subsequent CDSC.

Surrenders Under a Tax Sheltered Annuity

Contract owners of a Tax Sheltered Annuity may surrender part or all of their Contract Value before the earlier of the Annuitization Date or the annuitant's death, except as provided below:

(A) Contract Value attributable to contributions made under a qualified cash or deferred arrangement (within the meaning of Internal Revenue Code Section 402(g)(3)(A)), a salary reduction agreement (within the meaning of Internal Revenue Code Section 402(g)(3)(C)), or transfers from a Custodial Account (described in Section 403(b)(7) of the Internal Revenue Code), may be surrendered only:

(1)	when the contract owner reaches age 59½, separates from service, dies, or becomes disabled (within the meaning of Internal Revenue Code Section 72(m)(7)); or
(2)	in the case of hardship (as defined for purposes of Internal Revenue Code Section 401(k)), provided that any such hardship surrender may not include any income earned on salary reduction contributions.

Contract Value attributable to contributions made under a qualified cash or deferred arrangement (within the meaning of Internal Revenue Code Section 402(g)(3)(A)), a salary reduction agreement (within the meaning of Internal Revenue Code Section 402(g)(3)(C)), or transfers from a Custodial Account (described in Section 403(b)(7) of the Internal Revenue Code), may be surrendered only:

(B1) ~~The surrender limitations described in Section A also apply to:~~

(1)	salary reduction contributions to Tax Sheltered Annuities made for plan years beginning after December 31, 1988;
(2)	earnings credited to such contracts after the last plan year beginning before January 1, 1989, on amounts attributable to salary reduction contributions; and
(3)	all amounts transferred from 403(b)(7) Custodial Accounts (except that earnings and employer contributions as of December 31, 1988 in such Custodial Accounts may be withdrawn in the case of hardship).

when the contract owner reaches age 59½, separates from service, dies, or becomes disabled (within the meaning of Internal Revenue Code Section 72(m)(7)); or

(C2) Any distribution other than the above, including a ten day free look cancellation of the contract (when available) may result in taxes, penalties, and/or retroactive disqualification of a Tax Sheltered Annuity.

in the case of hardship (as defined for purposes of Internal Revenue Code Section 401(k)), provided that any such hardship surrender may not include any income earned on salary reduction contributions.

(B)

The surrender limitations described in Section A also apply to:

(1)

salary reduction contributions to Tax Sheltered Annuities made for plan years beginning after December 31, 1988;

(2)

earnings credited to such contracts after the last plan year beginning before January 1, 1989, on amounts attributable to salary reduction contributions; and

(3)

all amounts transferred from 403(b)(7) Custodial Accounts (except that earnings and employer contributions as of December 31, 1988 in such Custodial Accounts may be withdrawn in the case of hardship).

(C)

Any distribution other than the above, including a ten day free look cancellation of the contract (when available) may result in taxes, penalties, and/or retroactive disqualification of a Tax Sheltered Annuity.

In order to prevent disqualification of a Tax Sheltered Annuity after a ten day free look cancellation, Nationwide will transfer the proceeds to another Tax Sheltered Annuity upon proper direction by the contract owner.

These provisions explain Nationwide's understanding of current withdrawal restrictions. These restrictions may change.

Distributions pursuant to Qualified Domestic Relations Orders will not violate the restrictions stated above.

Surrenders Under a Texas Optional Retirement Program or a Louisiana Optional Retirement Plan

Redemption restrictions apply to contracts issued under the Texas Optional Retirement Program or the Louisiana Optional Retirement Plan.

The Texas Attorney General has ruled that participants in contracts issued under the Texas Optional Retirement Program may only take withdrawals if:

• the participant dies; • the participant retires; • the participant terminates employment due to total disability; or • the participant that works in a Texas public institution of higher education terminates employment.

the participant dies;

•

the participant retires;

•

the participant terminates employment due to total disability; or

•

the participant that works in a Texas public institution of higher education terminates employment.

A participant under a contract issued under the Louisiana Optional Retirement Plan may only take distributions from the contract upon retirement or termination of employment. All retirement benefits under this type of plan must be paid as lifetime income; lump sum cash payments are not permitted, except for death benefits.

Table of Contents

Due to the restrictions described above, a participant under either of these plans will not be able to withdraw cash values from the contract unless one of the applicable conditions is met. However, Contract Value may be transferred to other carriers, subject to any CDSC.

Nationwide issues this contract to participants in the Texas Optional Retirement Program in reliance upon and in compliance with Rule 6c-7 of the Investment Company Act of 1940. Nationwide issues this contract to participants in the Louisiana Optional Retirement Plan in reliance upon and in compliance with an exemptive order that Nationwide received from the SEC on August 22, 1990.

Assignment

Contract rights are personal to the contract owner(s) and may not be assigned without Nationwide's consent.

Investment-Only Contracts, IRAs, Roth IRAs, SEP IRAs, Simple IRAs, and Tax Sheltered Annuities may not be assigned, pledged or otherwise transferred except where allowed by law.

A Non-Qualified Contract owner may assign some or all rights under the contract. An assignment must occur before annuitization while the annuitant is alive. The assignment will become effective once it is recorded at the Service Center. The assignment will not be recorded until Nationwide has received sufficient direction from the contract owner and assignee as to the proper allocation of contract rights under the assignment.

Nationwide is not responsible for the validity or tax consequences of any assignment. Nationwide is not liable for any payment or settlement made before the assignment is recorded. Assignments will not be recorded until Nationwide receives sufficient direction from the contract owner and the assignee regarding the proper allocation of contract rights.

Amounts pledged or assigned will be treated as distributions and will be included in gross income to the extent that the cash value exceeds the investment in the contract for the taxable year in which it was pledged or assigned. Amounts assigned may be subject to a tax penalty equal to 10% of the amount included in gross income.

Assignment of the entire Contract Value may cause the portion of the Contract Value exceeding the total investment in the contract and previously taxed amounts to be included in gross income for federal income tax purposes each year that the assignment is in effect.

Annuitizing the Contract

Annuitization

Annuitization is the period during which annuity payments are received. It is irrevocable once payments have begun. Amounts allocated to a Guaranteed Period Option that are annuitized prior to the Maturity Date are subject to a Market Value Adjustment. Upon arrival of the Annuitization Date, the annuitant must choose one of the fixed payment annuity options available.

Nationwide guarantees that each payment under the fixed payment annuity will be the same throughout annuitization.

Annuitization Date

The Annuitization Date is the date that annuity payments begin. Annuitization will be the first day of a calendar month unless otherwise agreed, and must be at least two years after the contract is issued. If the contract is issued to fund a Tax Sheltered Annuity, annuitization may occur during the first two years subject to Nationwide's approval.

Annuity Commencement Date

The Annuity Commencement Date is the date on which annuity payments are scheduled to begin. If a contract owner does not choose an Annuity Commencement Date, a date will be established for the contract by Nationwide. For Qualified Plans, Individual Retirement Annuities and Tax Sheltered Annuities, if the contract owner does not choose the Annuity Commencement Date then the Annuity Commencement Date established on the date of contract issuance will be the date on which the contract owner reaches 70½. For Non-Qualified contracts, if the contract owner does not choose the Annuity Commencement Date then the Annuity Commencement Date established on the date of contract issuance will be the date on which the contract owner reaches 90. The contract owner may change the Annuity Commencement Date before annuitization. This change must be submitted in writing to the Service Center and approved by Nationwide.

Table of Contents

Fixed Payment Annuity

A fixed payment annuity is an annuity where the amount of the annuity payments remains level.

The first payment under a fixed payment annuity is determined on the Annuitization Date based on the annuitant's age (in accordance with the contract) by:

(1)	deducting applicable premium taxes from the total Contract Value; then
(2)	applying the Contract Value amount specified by the contract owner to the fixed payment annuity table for the annuity payment option elected.

(1)

deducting applicable premium taxes from the total Contract Value; then

(2)

applying the Contract Value amount specified by the contract owner to the fixed payment annuity table for the annuity payment option elected.

Subsequent payments will remain level unless the annuity payment option elected provides otherwise. Nationwide does not credit discretionary interest during annuitization.

Frequency and Amount of Annuity Payments

Payments are made based on the annuity payment option selected, unless:

•	the amount to be distributed is less than $5,000, in which case Nationwide may make one lump sum payment of the Contract Value; or
•	an annuity payment would be less than $50, in which case Nationwide can change the frequency of payments to intervals that will result in payments of at least $50. Payments will be made at least annually.

•

the amount to be distributed is less than $5,000, in which case Nationwide may make one lump sum payment of the Contract Value; or

•

an annuity payment would be less than $50, in which case Nationwide can change the frequency of payments to intervals that will result in payments of at least $50. Payments will be made at least annually.

Fixed Payment Annuity Options

Contract owners must elect an annuity payment option before the Annuitization Date. The annuity payment options are:

(1)	Life Annuity - An annuity payable periodically, but at least annually, for the lifetime of the annuitant. Payments will end upon the annuitant's death. For example, if the annuitant dies before the second annuity payment date, the annuitant will receive only one annuity payment. The annuitant will only receive two annuity payments if he or she dies before the third annuity payment date, and so on.
(2)	Joint and Survivor Annuity - An annuity payable periodically, but at least annually, during the joint lifetimes of the annuitant and a designated second individual. If one of these parties dies, payments will continue for the lifetime of the survivor. As is the case under option 1, there is no guaranteed number of payments. Payments end upon the death of the last surviving party, regardless of the number of payments received.
(3)	Life Annuity with 120 or 240 Monthly Payments Guaranteed - An annuity payable monthly during the lifetime of the annuitant. If the annuitant dies before all of the guaranteed payments have been made, payments will continue to the end of the guaranteed period and will be paid to a designee chosen by the annuitant at the time the annuity payment option was elected. The designee may elect to receive the present value of the remaining guaranteed payments in a lump sum. The present value will be computed as of the date Nationwide receives the notice of the annuitant's death.

(1)

Life Annuity - An annuity payable periodically, but at least annually, for the lifetime of the annuitant. Payments will end upon the annuitant's death. For example, if the annuitant dies before the second annuity payment date, the annuitant will receive only one annuity payment. The annuitant will only receive two annuity payments if he or she dies before the third annuity payment date, and so on.

(2)

Joint and Survivor Annuity - An annuity payable periodically, but at least annually, during the joint lifetimes of the annuitant and a designated second individual. If one of these parties dies, payments will continue for the lifetime of the survivor. As is the case under option 1, there is no guaranteed number of payments. Payments end upon the death of the last surviving party, regardless of the number of payments received.

(3)

Life Annuity with 120 or 240 Monthly Payments Guaranteed - An annuity payable monthly during the lifetime of the annuitant. If the annuitant dies before all of the guaranteed payments have been made, payments will continue to the end of the guaranteed period and will be paid to a designee chosen by the annuitant at the time

the annuity payment option was elected. The designee may elect to receive the present value of the remaining guaranteed payments in a lump sum. The present value will be computed as of the date Nationwide receives the notice of the annuitant's death.

Not all of the annuity payment options may be available in all states. Contract owners may request other options before the Annuitization Date. These options are subject to Nationwide's approval.

If an annuity payment option is not elected by the contract owner prior to the Annuity Commencement Date then a fixed payment life annuity with a Guaranteed Period of 240 months will be the automatic form of payment. Contracts issued under Qualified Plans, IRAs and Tax Sheltered Annuities are subject to the "minimum distribution" requirements set forth in the plan, contract, and the Internal Revenue Code.

Death Benefits

Death of Contract Owner - Non-Qualified Contracts

If the contract owner who is not the annuitant dies before the Annuitization Date, the joint owner becomes the contract owner. If no joint owner is named, the contingent owner becomes the contract owner. If no contingent owner is named, the last surviving contract owner's estate becomes the contract owner.

Table of Contents

If the contract owner and annuitant are the same, and the contract owner/annuitant dies before the Annuitization Date, the contingent owner will not have any rights in the contract unless the contingent owner is also the beneficiary and there is no joint owner.

Distributions under Non-Qualified Contracts will be made pursuant to the Required Distributions for Non-Qualified Contracts provision.

Death of Annuitant - Non-Qualified Contracts

If the annuitant who is not a contract owner dies before the Annuitization Date, a death benefit is payable to the beneficiary unless a contingent annuitant is named. If a contingent annuitant is named, the contingent annuitant becomes the annuitant and no death benefit is payable.

If no beneficiary survives the annuitant, the contingent beneficiary receives the death benefit. Contingent beneficiaries will share the death benefit equally, unless otherwise specified.

If no beneficiaries or contingent beneficiaries survive the annuitant, the contract owner or the last surviving contract owner's estate will receive the death benefit.

If the annuitant dies after the Annuitization Date, any benefit that may be payable will be paid according to the selected annuity payment option.

Death of Contract Owner/Annuitant

If a contract owner who is also the annuitant dies before the Annuitization Date, a death benefit is payable according to the Death of the Annuitant - Non-Qualified Contracts provision.

A joint owner will receive a death benefit if a contract owner/annuitant dies before the Annuitization Date.

If the contract owner/annuitant dies after the Annuitization Date, any benefit that may be payable will be paid according to the selected annuity payment option.

Death Benefit Payment

The death benefit is equal to the Contract Value but is not subject to a Market Value Adjustment or a CDSC. The value of the death benefit will be determined as of the date Nationwide receives in writing at the Service Center the following three items:

(1)	proper proof of the annuitant's death;
(2)	an election specifying distribution method; and
(3)	any applicable state required form(s).

(1)

proper proof of the annuitant's death;

(2)

an election specifying distribution method; and

(3)

any applicable state required form(s).

Proof of death is either:

(1)	a copy of a certified death certificate;
(2)	a copy of a certified decree of a court of competent jurisdiction as to the finding of death;
(3)	a written statement by a medical doctor who attended the deceased; or
(4)	any other proof satisfactory to Nationwide.

(1)

a copy of a certified death certificate;

(2)

a copy of a certified decree of a court of competent jurisdiction as to the finding of death;

(3)

a written statement by a medical doctor who attended the deceased; or

(4)

any other proof satisfactory to Nationwide.

The beneficiary must elect a method of distribution which complies with the Distribution Provisions of this contract. The beneficiary may elect to receive such death benefits in the form of:

(1)	a lump sum distribution;
(2)	an annuity payout; or
(3)	any distribution that is permitted under state and federal regulations and is acceptable by Nationwide.

(1)

a lump sum distribution;

(2)

an annuity payout; or

(3)

any distribution that is permitted under state and federal regulations and is acceptable by Nationwide.

If such election is not received by the Nationwide within 60 days of the annuitant's death, the beneficiary will be deemed to have elected a cash payment as of the last day of the 60 day period.

Payment of the death benefit will be made or will commence within 30 days after receipt of proof of death and notification of the election.

Table of Contents

Required Distributions

Any distribution paid that is not due to payment of the death benefit may be subject to a CDSC.

The Internal Revenue Code requires that certain distributions be made from the contracts issued in conjunction with this prospectus. Following is an overview of the required distribution rules applicable to each type of contract. Please consult a qualified tax or financial professional for more specific required distribution information.

Required Distributions - General Information

In general, a beneficiary is an individual or other entity that the contract owner designates to receive death proceeds upon the contract owner's death. The distribution rules in the Internal Revenue Code make a distinction between "beneficiary" and "designated beneficiary" when determining the life expectancy that may be used for payments that are made from IRAs, SEP IRAs, Simple IRAs, Roth IRAs, and Tax Sheltered Annuities after the death of the annuitant, or that are made from Non-Qualified Contracts after the death of the contract owner. A designated beneficiary is a natural person who is designated by the contract owner as the beneficiary under the contract. Non-natural beneficiaries (e.g. charities or certain trusts) are not designated beneficiaries for the purpose of required distributions and the life expectancy of such a beneficiary is zero.

Life expectancies and joint life expectancies will be determined in accordance with the relevant guidance provided by the Internal Revenue Service and the Treasury Department, including but not limited to Treasury Regulation 1.72-9 and Treasury Regulation 1.401(a)(9)-9.

Required distributions paid upon the death of the contract owner are paid to the beneficiary or beneficiaries stipulated by the contract owner. How quickly the distributions must be made may be determined with respect to the life expectancies of the beneficiaries. For Non-Qualified Contracts, the beneficiaries used in the determination of the distribution period are those in effect on the date of the contract owner's death. For contracts other than Non-Qualified Contracts, the beneficiaries used in the determination of the distribution period do not have to be determined until September 30th of the year following the contract owner's death. ~~If there is more than one beneficiary, the life expectancy of the beneficiary with the shortest life expectancy is used to determine the distribution period.~~ Any beneficiary that is not a designated beneficiary has a life expectancy of zero.

For IRAs, SEP IRAs, Simple IRAs, Roth IRAs and Tax-Sheltered Annuities, the SECURE Act ~~that was enacted on December 20, 2019~~ generally eliminated the option to take required minimum distributions over a designated beneficiary’s life expectancy. In the case of a contract owner who dies on or after January 1, 2020, an individual beneficiary under a qualified contract must withdraw the entire balance of the contract by December 31 of the tenth year following the contract owner’s death. There are limited exceptions to this rule and a prospective purchaser contemplating the purchase of the contract should consult a qualified tax advisor.

Required Distributions for Non-Qualified Contracts

Internal Revenue Code Section 72(s) requires Nationwide to make certain minimum distributions when a contract owner dies. The following distributions will be made in accordance with the following requirements:

(1)	If any contract owner dies on or after the Annuitization Date and before the entire interest in the contract has been distributed, then the remaining interest must be distributed at least as rapidly as the distribution method in effect on the contract owner's death.
(2)	If any contract owner dies before the Annuitization Date, then the entire interest in the contract (consisting of either the death benefit or the Contract Value reduced by charges set forth elsewhere in the contract) will be distributed within 5 years of the contract owner's death, provided however:

(1)

~~(a)~~If any ~~interest~~contract ~~payable~~owner todies on or ~~for~~after the ~~benefit~~Annuitization ofDate aand ~~designated~~before ~~beneficiary may be distributed over~~ the ~~life~~entire ofinterest in the ~~designated~~contract ~~beneficiary~~has orbeen ~~over~~distributed, athen ~~period not longer than~~ the ~~life~~remaining ~~expectancy~~interest ~~of the designated beneficiary. Payments~~ must ~~begin~~be ~~within~~distributed ~~one~~at ~~year~~least ofas ~~the~~rapidly ~~contract~~as ~~owner's death unless otherwise permitted by federal income tax regulations; and (b) if~~ the ~~designated~~distribution ~~beneficiary~~method isin ~~the~~effect ~~surviving~~on ~~spouse of~~ the ~~deceased~~ contract owner~~, the spouse can choose to become the contract owner instead of receiving a death benefit. Any distributions required under these distribution rules will be made upon that spouse~~'s death.

19(2)

If any contract owner dies before the Annuitization Date, then the entire interest in the contract ~~Table~~(consisting of ~~Contents~~ either the death benefit or the Contract Value reduced by charges set forth elsewhere in the contract) will be distributed within 5 years of the contract owner's death, provided however:

(a)

any interest payable to or for the benefit of a designated beneficiary may be distributed over the life of the designated beneficiary or over a period not longer than the life expectancy of the designated beneficiary. Payments must begin within one year of the contract owner's death unless otherwise permitted by federal income tax regulations; and

(b)

if the designated beneficiary is the surviving spouse of the deceased contract owner, the spouse can choose to become the contract owner instead of receiving a death benefit. Any distributions required under these distribution rules will be made upon that spouse's death.

In the event that the contract owner is not a natural person (e.g., a trust or corporation), for purposes of these distribution provisions:

(a) the death of the annuitant will be treated as the death of a contract owner; (b) any change of annuitant will be treated as the death of a contract owner; and (c) in either case, the appropriate distribution will be made upon the death or change, as the case may be.

the death of the annuitant will be treated as the death of a contract owner;

(b)

any change of annuitant will be treated as the death of a contract owner; and

(c)

in either case, the appropriate distribution will be made upon the death or change, as the case may be.

These distribution provisions do not apply to any contract exempt from Section 72(s) of the Internal Revenue Code by reason of Section 72(s)(5) or any other law or rule.

Required Distributions for Tax Sheltered Annuities, IRAs, SEP IRAs, Simple IRAs, and Roth IRAs

Required Distributions During the Life of the Contract Owner

~~For~~Distributions ~~those contract owners who attained the age of 70 ½ prior to January 1, 2020, distributions~~ from a Tax Sheltered Annuity, IRA, SEP IRA or Simple IRA must begin no later than April 1 of the calendar year following the calendar year in which the contract owner reaches their applicable age ~~70½~~. The ~~SECURE~~applicable ~~Act raised the~~ age ~~that~~is ~~distributions~~73 ~~from~~if ~~IRA,~~the ~~SEP~~owner attains ~~IRA,~~age or72 ~~Simple~~after ~~IRA must begin~~2022. For ~~contract~~ owners who ~~attain~~attained age 7270½ ~~on or~~ after ~~January~~2019 ~~1, 2020, distributions must begin no later than April 1 of~~ the ~~calendar~~age ~~year~~is in72 ~~which the contract owner turns~~ (age ~~72.~~70½ ~~Distributions~~if ~~may~~born beprior ~~paid~~to inJuly a1, ~~lump~~1949). ~~sum or in substantially equal payments over:~~

(a)

the life of the contract owner or the joint lives of the contract owner and the contract owner's designated beneficiary; or

(b)

a period not longer than the period determined under the table in Treasury Regulation 1.401(a)(9)-9, which is the deemed joint life expectancy of the contract owner and a person 10 years younger than the contract owner. If the designated beneficiary is the spouse of the contract owner, the period may not exceed the longer of the period determined under such table or the joint life expectancy of the contract owner and the contract owner's spouse, determined in accordance with Treasury Regulation 1.72-9, or such additional guidance as may be provided pursuant to Treasury Regulation 1.401(a)(9)-9.

Distributions may be paid in a lump sum or in substantially equal payments over:

~~For Tax Sheltered Annuities, required distributions do not have to be withdrawn from this contract if they are being withdrawn from another Tax Sheltered Annuity of the contract owner.~~(a)

~~For~~the ~~IRAs,~~life ~~SEP~~of ~~IRAs,~~the ~~and~~contract ~~Simple~~owner ~~IRAs,~~or ~~required~~the ~~distributions~~joint ~~do not~~lives ~~have~~of tothe becontract ~~withdrawn~~owner ~~from~~and ~~this~~the contract owner's ifdesignated ~~they~~beneficiary; ~~are being withdrawn from another IRA, SEP IRA,~~ or ~~Simple IRA of the contract owner.~~

~~If the contract owner's entire interest in a Tax Sheltered Annuity, IRA, SEP IRA, or Simple IRA will be distributed in equal or substantially equal payments over a period described in~~ (~~a) or (~~b) above, the payments must begin on or before the required beginning date. The required beginning date is April 1 of the calendar year following the calendar year in which the contract owner reaches age 70½ (age 72 for those contract owners who turn age 72 on or after January 1, 2020). The rules for Roth IRAs do not require distributions to begin during the contract owner's lifetime, therefore, the required beginning date is not applicable to Roth IRAs.

~~Due~~a toperiod ~~recent~~not ~~changes~~longer than the period determined under the table in Treasury ~~Regulations~~Regulation 1.401(a)(9)-9, which is the ~~amount~~deemed ~~used~~joint life expectancy of the contract owner and a person 10 years younger than tothe ~~compute~~contract owner. If the ~~minimum~~designated ~~distribution~~beneficiary ~~requirement~~is the spouse of the contract owner, the period may not exceed the ~~Contract~~longer ~~Value~~of the period determined under such table or the joint life expectancy of the contract owner and the contract owner's spouse, determined in accordance with Treasury Regulation 1.401(a)(9)-9.

~~Required~~For ~~Distributions~~Tax ~~Upon~~Sheltered ~~Death~~Annuities, ofIRAs, aSEP IRAs, and Simple IRAs, required distributions do not have to be withdrawn from ~~Contract~~this ~~Owner~~contract ~~Before~~if ~~January~~they 1are being withdrawn from another IRA, ~~2020~~SEP IRA, or Simple IRA of the contract owner.

IfThe ~~the~~rules ~~contract owner~~for dies before January 1, 2020 and before the required beginning date (in the case of a Tax Sheltered Annuity, IRA, SEP IRA, or Simple IRA) or before the entire Contract Value is distributed (in the case of Roth IRAs), ~~any~~do ~~remaining interest in~~not ~~the~~require ~~contract~~distributions ~~must~~to bebegin ~~distributed~~during ~~by December 31 of~~ the ~~fifth year following the~~ contract owner’'s ~~death~~lifetime, ortherefore, ~~over~~the arequired ~~period~~beginning ~~not~~date ~~exceeding~~is ~~the~~not applicable ~~distribution~~to ~~period,~~Roth ~~which~~IRAs. ~~is determined as follows:~~

~~(a)~~Required ifDistributions ~~the~~Upon ~~designated~~Death beneficiary is the contract owner's spouse, the applicable distribution period is the surviving spouse's remaining life expectancy using the surviving spouse's birthday for each distribution calendar year after the calendar year of the contract owner's death. For calendar years after the death of the contract owner's surviving spouse occurring before January 1, 2020, the applicable distribution period is the spouse's remaining life expectancy using the spouse's age in the calendar year of the spouse's death, reduced by one for each calendar year that elapsed since the calendar year immediately following the calendar year of the spouse's death. Such distributions must begin on or before the later of (a) ~~the~~Contract ~~end of the calendar year immediately~~Owner

20For death of a contract owner before January 1, 2020, please consult your tax advisor or legal counsel regarding the post-death minimum distribution rules that apply. If the contract owner dies on or after January 1, 2020 and the designated beneficiary is not an eligible designated beneficiary as defined under Code Section 401(a)(9), then the entire balance of

Table of Contents

following the calendar year in which the contract owner died; or (b) the end of the calendar year in which the contract owner would have attained 70½ (age 72 for those contract owners who turn age 72 on or after January 1, 2020). For death of the contract owner’s spouse on or after January 1, 2020, the entire value of the contract must be withdrawn by December 31 of the tenth year following the death of the contract owner’s spouse; (b) if the designated beneficiary is not the contract owner's surviving spouse, the applicable distribution period is the designated beneficiary's remaining life expectancy using the designated beneficiary's birthday in the calendar year immediately following the calendar year of the contract owner's death, reduced by one for each calendar year that elapsed thereafter. Such distributions must begin on or before the end of the calendar year immediately following the calendar year in which the contract owner died. If the designated beneficiary dies on or after January 1, 2020, the entire value of the contract must be withdrawn by December 31 of the tenth year following the death of the designated beneficiary; and

(c) if there is no designated beneficiary, the entire balance of the contract must be distributed by December 31 of the fifth year following the contract owner's death.

If the contract owner dies before January 1, 2020 and on or after the required beginning date, the interest in the Tax Sheltered Annuity, IRA, SEP IRA, or Simple IRA must be distributed over a period not exceeding the applicable distribution period, which is determined as follows:

(a)

if the designated beneficiary is the contract owner's spouse, the applicable distribution period is the surviving spouse's remaining life expectancy using the surviving spouse's birthday for each distribution calendar year after the calendar year of the contract owner's death. For calendar years after the death of the contract owner's surviving spouse occurring before January 1, 2020, the applicable distribution period is the greater of (1) the contract owner's remaining life expectancy using the contract owner's birthday in the calendar year of the contract owner's death, reduced by one for each year thereafter; or (2) the spouse's remaining life expectancy using the spouse's age in the calendar year of the spouse's death, reduced by one for each calendar year that elapsed since the calendar year immediately following the calendar year of the spouse's death. For death of the contract owner’s spouse on or after January 1, 2020, the entire value of the contract must be withdrawn by December 31 of the tenth year following the death of the contract owner’s spouse;

(b)

if the designated beneficiary is not the contract owner's surviving spouse, the applicable distribution period is the greater of (1) the contract owner's remaining life expectancy using the contract owner's birthday in the calendar year of the contract owner's death, reduced by one for each year thereafter; or (2) the designated beneficiary's remaining life expectancy using the designated beneficiary's birthday in the calendar year immediately following the calendar year of the contract owner's death, reduced by one for each calendar year that elapsed thereafter. If the designated beneficiary dies on or after January 1, 2020, the entire value of the contract must be withdrawn by December 31 of the tenth year following the death of the designated beneficiary; and

(c) if there is no designated beneficiary, the applicable distribution period is the contract owner's remaining life expectancy using the contract owner's birthday in the calendar year of the contract owner's death, reduced by one for each year thereafter.

Required Distributions Upon Death of a Contract Owner On or After January 1, 2020If the contract owner dies on or after January 1, 2020 and the designated beneficiary is not an eligible designated beneficiary as defined under Code Section 401(a)(9)( E)(ii), then the entire balance of the contract must be distributed by December 31 of the tenth year following the contract owner’s death. In the case of an eligible designated beneficiary as defined under Code Section 401(a)(9)( E)(ii), the entire balance of the contract will be distributed by December 31 of the tenth year following the contract owner’s death unless otherwise permitted by law and approved by Nationwide. Purchasers and prospective purchasers should consult a financial professional, tax advisor or legal counsel to discuss the taxation and use of the contracts.

If distribution requirements are not met, a penalty tax of 50% is levied on the difference between the amount that should have been distributed for that year and the amount that actually was distributed for that year.

For IRAs, SEP IRAs, and Simple IRAs, all or a portion of each distribution will be included in the recipient's gross income and taxed at ordinary income tax rates. The portion of a distribution that is taxable is based on the ratio between the amount by which non-deductible purchase payments exceed prior non-taxable distributions and total account balances at the time of the distribution. The owner of an IRA, SEP IRA, or Simple IRA must annually report the amount of non-deductible purchase payments, the amount of any distribution, the amount by which non-deductible purchase payments for all years exceed non taxable distributions for all years, and the total balance of all IRAs, SEP IRAs, or Simple IRAs.

the contract must be ~~Table~~distributed by December 31st of ~~Contents~~ the tenth year following the contract owner’s death. This 10-year post-death distribution period applies regardless of whether the contract owner dies before or after the contract owner’s required beginning date.

~~Distributions~~In ~~from~~the ~~Roth~~case ~~IRAs~~of ~~may~~an beeligible ~~either~~designated ~~taxable~~beneficiary, orwhich includes (1) the contract owner’s surviving spouse, (2) a ~~nontaxable~~minor child of the contract owner, ~~depending~~(3) ~~upon~~a ~~whether~~disabled ~~they~~individual, ~~are~~(4) ~~"qualified~~a ~~distributions"~~chronically ill individual, or ~~"non-qualified~~(5) an individual not more than 10 years younger than the contract owner, the entire balance of the contract can be distributed over a period not exceeding the life of life expectancy of the eligible designated beneficiary provided that distributions begin within one year of death." If an eligible designated beneficiary dies before the entire interest is distributed, the remaining interest must be distributed by December 31st of the tenth year following the eligible designated beneficiary’s death.

A distribution in the form of annuity payments (an annuitization) that began on or after January 1, 2020 while the contract owner was alive may need to be commuted or modified after the contract owner’s death in order to comply with the post-death distribution requirements. However, distributions in the form of annuity payments (an annuitization) that began prior to January 1, 2020, while the contract owner was alive, can continue under that method after the death the contract owner without modification.

In addition, a beneficiary who is not a designated beneficiary, such as a charity, estate, or trust, must withdraw the entire account balance by December 31st of the fifth year following the contract owner’s death.

Regardless of whether the contract owner dies before or on or after January 1, 2020, a designated beneficiary who is the surviving spouse of the deceased contract owner may choose to become the contract owner. Any distributions required under these distribution rules will be made upon the surviving spouse’s death.

Purchasers and prospective purchasers should consult a financial professional, tax advisor or legal counsel to discuss the taxation and use of the contracts.

If distribution requirements are not met, a penalty tax of 25% is levied on the difference between the amount that should have been distributed for that year and the amount that actually was distributed for that year. The penalty tax is reduced to 10% if the required distribution not taken is distributed within a "correction window" as defined under the Internal Revenue Code.

Federal Tax Considerations

The tax consequences of purchasing a contract described in this prospectus will depend on:

• ~~the type of contract purchased; • the purposes for which the contract is purchased; and • the personal circumstances of individual investors having interests in the contracts.~~

the type of contract purchased;

•

the purposes for which the contract is purchased; and

•

the personal circumstances of individual investors having interests in the contracts.

See Types of Contracts for a brief description of the various types of contracts and the different purposes for which the contracts may be purchased.

Existing tax rules are subject to change, and may affect individuals differently depending on their situation. Nationwide does not guarantee the tax status of any contracts or any transactions involving the contracts.

If the contract is purchased as an investment of certain retirement plans (such as qualified retirement plans, IRAs, tax sheltered annuities, and custodial accounts as described in Sections 401, 408(a), and 403(b)(7) of the Internal Revenue Code), the tax advantages enjoyed by the contract owner and/or annuitant may relate to participation in the plan rather than ownership of the annuity contract. Such plans are permitted to purchase investments other than annuities and retain tax-deferred status.

The following is a brief summary of some of the federal income tax considerations related to the contracts. In addition to the federal income tax, distributions from annuity contracts may be subject to state and local income taxes. The tax rules across all states and localities are not uniform and therefore will not be discussed in this prospectus. Tax rules that may apply to contracts issued in U.S. territories such as Puerto Rico and Guam are also not discussed. Nothing in this prospectus should be considered to be tax advice. Contract owners and prospective contract owners should consult a financial professional, tax advisor or legal counsel to discuss the taxation and use of the contracts.

The Internal Revenue Code sets forth different income tax rules for the following types of annuity contracts:

• ~~IRAs; • SEP IRAs; • Simple IRAs; • Roth IRAs; • Tax Sheltered Annuities; and • Non-Qualified Contracts.~~

IRAs;

•

SEP IRAs;

•

Simple IRAs;

•

Roth IRAs;

•

Tax Sheltered Annuities; and

•

Non-Qualified Contracts.

IRAs, SEP IRAs and Simple IRAs

Distributions from IRAs, SEP IRAs and Simple IRAs are generally taxed when received. If any portion of the amount contributed to the IRA was nondeductible for federal income tax purposes, then a portion of each distribution is excludable from income.

The portion of a distribution that is taxable is based on the ratio between the amount by which non-deductible purchase payments exceed prior non-taxable distributions and total account balances at the time of the distribution. The owner of an IRA, SEP IRA, or Simple IRA must annually report the amount of non-deductible purchase payments, the amount of any distribution, the amount by which non-deductible purchase payments for all years exceed non taxable distributions for all years, and the total balance of all IRAs, SEP IRAs, or Simple IRAs.

If distributions of income from an IRA are made prior to the date that the owner attains the age of 59½ years, the income is subject to the additional penalty tax of 10%. (For Simple IRAs, the 10% penalty is increased to 25% if the distribution is made during the two year period beginning on the date that the individual first participated in the Simple IRA.) The 10% penalty tax can be avoided if the distribution is:

• made to a beneficiary on or after the death of the owner; • attributable to the owner becoming disabled (as defined in the Internal Revenue Code); • part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies); or of the owner and his or her designated beneficiary; • used for qualified higher education expenses; • used for expenses attributable to the purchase of a home for a qualified first-time buyer

22made to a beneficiary on or after the death of the owner;

~~Table of Contents~~ •

attributable to the owner becoming disabled (as defined in the Internal Revenue Code);

•

part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies) of the owner and his or her designated beneficiary. Substantially equal periodic payments must continue until the later of reaching age 59½ or five years. Modification of payments during that time period will result in retroactive application of the 10% additional penalty tax;

•

used for qualified higher education expenses; or

•

used for expenses attributable to the purchase of a home for a qualified first-time buyer.

If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for estate tax purposes.

One-Rollover-Per-Year-Limitation

A contract owner can receive a distribution from an IRA and roll it into another IRA within 60 days from the date of the IRA distribution and not have the amount of the distribution included in your taxable income. Only one rollover per year from a contract owner’s IRA is allowed. The one year period begins on the date the contract owner receives the IRA distribution and not on the date that it was rolled over. ~~The IRS has interpreted this one rollover per year limitation as applying separately to each IRA that a contract owner owns.~~

~~However,~~The ~~on March 20, 2014, the IRS issued Announcement 2014-15 in which it decided to follow the Tax Court’s interpretation of the~~ one rollover per year ~~rule in the Bobrow case. In Bobrow, the Tax Court interpreted the one rollover per year~~ limitation as ~~applying~~applies in the aggregate to all the IRAs that a taxpayer owns. This means that a contract owner cannot make an IRA rollover distribution from his or her IRA if within the previous one year period he or she has made an IRA rollover distribution from any other IRA that the he owns. Also, rollovers between an individual’s Roth IRAs would prevent a separate ~~rollover within the 1-year period~~ between the individual’s traditional IRAs within the one-year period, and vice versa.

Direct transfers of IRA funds between IRA trustees are not subject to the one rollover per year limitation because such transfers are not considered rollover distributions and are therefore not subject to the one rollover per year limitation. Also a rollover from a traditional IRA to a Roth IRA (a conversion) is not subject to the one-rollover-per-year limitation, and such a rollover is disregarded in applying the one-rollover-per year limitation to other IRA rollovers.

Roth IRAs

Distributions of earnings from Roth IRAs are taxable or non-taxable depending upon whether they are "qualified distributions" or "nonqualified distributions." A "qualified distribution" is one that is made after the Roth IRA has satisfied the five-year rule and meets one of the following requirements:

• it is made on or after the date on which the contract owner attains age 59½; • it is made to a beneficiary (or the contract owner's estate) on or after the death of the contract owner; • it is attributable to the contract owner's disability; or • it is used for expenses attributable to the purchase of a home for a qualified first-time buyer.23

•

it is made on or after the date on which the contract owner attains age 59½;

•

it is made to a beneficiary (or the contract owner's estate) on or after the death of the contract owner;

•

it is attributable to the contract owner's disability; or

•

it is used for expenses attributable to the purchase of a home for a qualified first-time buyer.

The five-year rule is satisfied if a five tax year period has passed beginning with the first tax year in which a contribution is made to any Roth IRA established by the owner.

A qualified distribution is not included in gross income for federal income tax purposes.

A non-qualified distribution is not includable in gross income to the extent that the distribution, when added to all previous distributions, does not exceed the total amount of contributions made to the Roth IRA. Any non-qualified distribution in excess of the total contributions is includable in the contract owner's gross income in the year that is distributed to the contract owner.

Special rules apply for Roth IRAs that have proceeds received from an IRA prior to January 1, 1999 if the owner elected the special four-year income averaging provisions that were in effect for 1998.

If non-qualified distributions of income from a Roth IRA are made prior to the date that the owner attains the age of 59½ years, the income is subject to both the regular income tax and an additional penalty tax of 10%. The penalty tax can be avoided if the distribution is:

• made to a beneficiary on or after the death of the owner; • attributable to the owner becoming disabled (as defined in the Internal Revenue Code); • part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies) of the owner and his or her designated beneficiary; • for qualified higher education expenses; or • used for expenses attributable to the purchase of a home for a qualified first-time buyer.

made to a beneficiary on or after the death of the owner;

•

attributable to the owner becoming disabled (as defined in the Internal Revenue Code);

•

for qualified higher education expenses; or

•

used for expenses attributable to the purchase of a home for a qualified first-time buyer.

If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner's gross estate for tax purposes.

Table of Contents

Tax Sheltered Annuities

Distributions from Tax Sheltered Annuities are generally taxed when received. If nondeductible contributions are made, then a portion of each distribution is excludable from income based on a formula established pursuant to the Internal Revenue Code. The formula excludes from income the amount invested in the contract divided by the number of anticipated payments until the full investment in the contract is recovered. Thereafter all distributions are fully taxable.

If a distribution of income is made from a Tax Sheltered Annuity prior to the date that the owner attains the age of 59½ years, the income is subject to both the regular income tax and an additional penalty tax of 10%. The penalty tax can be avoided if the distribution is:

• made to a beneficiary on or after the death of the owner; • attributable to the owner becoming disabled (as defined in the Internal Revenue Code); • part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies) of the owner and his or her designated beneficiary; or • made to the owner after separation from service with his or her employer after age 55.

made to a beneficiary on or after the death of the owner;

•

attributable to the owner becoming disabled (as defined in the Internal Revenue Code);

•

made to the owner after separation from service with his or her employer after age 55.

A loan from a Tax Sheltered Annuity generally is not considered to be a distribution, and is therefore generally not taxable. However, if the loan is not repaid in accordance with the repayment schedule, the entire balance of the loan would be treated as being in default, and the defaulted amount would be treated as being distributed to the participant as a taxable distribution.

If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner's gross estate for estate tax purposes

Non-Qualified Contracts - Natural Persons as Contract Owners

Generally, the income earned inside a Non-Qualified Annuity Contract that is owned by a natural person is not taxable until it is distributed from the contract.

Distributions before the Annuitization Date are taxable to the contract owner to the extent that the cash value of the contract exceeds the investment at the time of the distribution. In general, the investment in the contract is equal to the purchase payments made with after-tax dollars, reduced by any prior nontaxable distributions. Distributions, for this purpose, include partial surrenders, any portion of the contract that is assigned or pledged; or any portion of the contract that is transferred by gift. For these purposes, a transfer by gift may occur upon annuitization if the contract owner and the annuitant are not the same individual.

With respect to annuity distributions on or after the Annuitization Date, a portion of each annuity payment is excludable from taxable income. The amount excludable is based on the ratio between the contract owner's investment in the contract and the expected return on the contract. Once the entire investment in the contract is recovered, all distributions are fully includable in income. The maximum amount excludable from income is the investment in the contract. If the annuitant dies before the entire investment in the contract has been excluded from income, and as a result of the annuitant's death no more payments are due under the contract, then the unrecovered investment in the contract may be deducted on his or her final tax return.

Commencing after December 31, 2010, the Internal Revenue Code provides that if only a portion of a nonqualified annuity contract is annuitized for either (a) a period of 10 years or greater, or (b) for the life or lives of one or more persons, then the portion of the contract that has been annuitized would be treated as if it were a separate annuity contract. This means that an Annuitization Date can be established for a portion of the annuity contract (rather than requiring the entire contract to be annuitized at once) and the above description of the taxation of annuity distributions after the Annuitization Date would apply to the portion of the contract that has been annuitized. The investment in the contract is required to be allocated pro rata between the portion of the contract that is annuitized and the portion that is not. All other benefits under the contract (e.g., death benefit) would also be reduced pro rata. For example, if 1/3 of the cash value of the contract were to be annuitized, the death benefit would also be reduced by 1/3.

In determining the taxable amount of a distribution that is made prior to the annuitization date, all annuity contracts issued after October 21, 1988 by the same company to the same contract owner during the same calendar year will be treated as one annuity contract.

Table of Contents

A special rule applies to distributions from contracts that have investments that were made prior to August 14, 1982. For those contracts, distributions that are made prior to the Annuitization Date are treated first as the nontaxable recovery of the investment in the contract as of that date. A distribution in excess of the amount of the investment in the contract as of August 14, 1982, will be treated as taxable income.

The Internal Revenue Code imposes a penalty tax if a distribution is made before the contract owner reaches age 59½. The amount of the penalty is 10% of the portion of any distribution that is includable in gross income. The penalty tax does not apply if the distribution is:

• the result of a contract owner's death; • the result of a contract owner's disability (as defined in the Internal Revenue Code); • one of a series of substantially equal periodic payments made over the life (or life expectancy) of the contract owner or the joint lives (or joint life expectancies) of the contract owner and the beneficiary selected by the contract owner to receive payment under the annuity payment option selected by the contract owner; or • is allocable to an investment in the contract before August 14, 1982.

the result of a contract owner's death;

•

the result of a contract owner's disability (as defined in the Internal Revenue Code);

•

one of a series of substantially equal periodic payments made over the life (or life expectancy) of the contract owner or the joint lives (or joint life expectancies) of the contract owner and the beneficiary selected by the contract owner to receive payment under the annuity payment option selected by the contract owner. Substantially equal periodic payments must continue until the later of reaching age 59½ or five years. Modification of payments during that time period will result in retroactive application of the 10% additional penalty tax; or

•

is allocable to an investment in the contract before August 14, 1982.

If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner's gross estate for estate tax purposes.

Non-Qualified Contracts - Non-Natural Persons as Contract Owners

The previous discussion related to the taxation of Non-Qualified Contracts owned by individuals. Different rules (the so-called "non-natural persons" rules) apply if the contract owner is not a natural person.

Generally, contracts owned by corporations, partnerships, trusts, and similar entities are not treated as annuity contracts under the Internal Revenue Code. Therefore, income earned under a Non-Qualified Contract that is owned by a non-natural person is taxed as ordinary income during the taxable year that it is earned. Taxation is not deferred, even if the income is not distributed out of the contract. The income is taxable as ordinary income, not capital gain.

The non-natural persons rules do not apply to all entity-owned contracts. For purposes of the rule that annuity contracts that are owned by non-natural persons are not treated as annuity contracts for tax purposes, a contract that is owned by a non-natural person as an agent of an individual is treated as owned by the individual. This would cause the contract to be treated as an annuity under the Internal Revenue Code, allowing tax deferral. However, this exception does not apply when the non-natural person is an employer that holds the contract under a non-qualified deferred compensation arrangement for one or more employees.

The non-natural persons rules also do not apply to contracts that are:

• acquired by the estate of a decedent by reason of the death of the decedent; • issued in connection with certain qualified retirement plans and individual retirement plans; • purchased by an employer upon the termination of certain qualified retirement plans; or • immediate annuities within the meaning of Section 72(u) of the Internal Revenue Code.

acquired by the estate of a decedent by reason of the death of the decedent;

•

issued in connection with certain qualified retirement plans and individual retirement plans;

•

purchased by an employer upon the termination of certain qualified retirement plans; or

•

immediate annuities within the meaning of Section 72(u) of the Internal Revenue Code.

If the annuitant, who is the individual treated as owning the contract, dies before the contract is completely distributed, the balance may be included in the annuitant's gross estate for estate tax purposes, depending on the obligations that the non-natural owner may have owed to the annuitant.

Exchanges

A transfer or assignment of ownership of a Contract, the designation of an annuitant other than the owner, the selection of certain maturity dates, or the exchange of a Contract may result in certain tax consequences to you that are not discussed herein. An owner contemplating any such transfer, assignment or exchange, should consult a tax advisor as to the tax consequences.

As a general rule, federal income tax law treats exchanges of property in the same manner as a sale of the property. However, pursuant to Section 1035 of the Internal Revenue Code, an annuity contract may be exchanged tax-free for another annuity contract, provided that the obligee (the person to whom the annuity obligation is owed) is the same for both contracts. If the exchange includes the receipt of other property, such as cash, in addition to another annuity contract special rules may cause a portion of the transaction to be taxable to the extent of the value of the other property.

25Partial Exchanges may be treated as a tax-free exchange under Section 1035 of the Internal Revenue Code. IRS Rev. Proc. 2011-38 addresses the income tax consequences of the direct transfer of a portion of the cash value of an annuity contract in exchange for the issuance of a second annuity contract (a partial exchange). A direct transfer that satisfies the revenue procedure will be treated as a tax-free exchange under Section 1035 of the Internal Revenue Code if, for a period of at least 180 from the date of the direct transfer, there are no distributions or surrenders from either annuity contract involved in the exchange. In addition, The 180 day period will be deemed to have been satisfied with respect to amounts received as an annuity for a period of 10 years or more, or as an annuity for the life of one or more persons. The taxation of distributions (other than distributions described in the immediately preceding sentence) received from either contract within the 180 day period will be determined using general tax principles. For example, they could be treated as taxable "boot" in an otherwise tax-free exchange, or as a distribution from the new contract. Please discuss any tax consequences concerning any contemplated or completed transactions with a professional tax advisor.

Table of Contents

In June, 2011 the IRS issued Rev. Proc. 2011-38, which addresses the income tax consequences of the direct transfer of a portion of the cash value of an annuity contract in exchange for the issuance of a second annuity contract. Rev. Proc. 2011-38 modified and superseded prior guidance that was contained in Rev. Proc. 2008-24. A direct transfer that satisfies the revenue procedure will be treated as a tax-free exchange under Section 1035 of the Code if, for a period of at least 180 from the date of the direct transfer, there are no distributions or surrenders from either annuity contract involved in the exchange. In addition, The 180 day period will be deemed to have been satisfied with respect to amounts received as an annuity for a period of 10 years or more, or as an annuity for the life of one or more persons. The taxation of distributions (other than distributions described in the immediately preceding sentence) received from either contract within the 180 day period will be determined using general tax principles to determine the substance of those payments. For example, they could be treated as taxable "boot" in an otherwise tax-free exchange, or as a distribution from the new contract. Rev. Proc. 2011-38 also removed numerous exceptions to the 180 waiting period that Rev. Proc. 2008-24 provided for its 12 month waiting period. Please discuss any tax consequences concerning any contemplated or completed transactions with a professional tax advisor. See, also, Non-Qualified Contracts - Natural Persons as Contract Owners, above.

Additional Medicare Tax

Section 1411 of the Internal Revenue Code imposes a surtax of 3.8% on certain net investment income received by individuals and certain trusts and estates. The surtax is imposed on the lesser of (a) net investment income or (b) the excess of the modified adjusted gross income over a threshold amount. For individuals, the threshold amount is $250,000 (married filing jointly); $125,000 (married filing separately); or $200,000 (other individuals). The threshold for an estate or trust is $7,500.

Modified adjusted gross income is equal to gross income with several modifications. Consult with a qualified tax advisor regarding how to determine modified adjusted gross income for purposes of determining the applicability of the surtax.

Net investment income includes, but is not limited to, interest, dividends, capital gains, rent and royalty income, and income from nonqualified annuities. It may include taxable distributions from, and gain from the sale or surrenders of, life insurance contracts. Net investment income does not include, among other things, distributions from certain qualified plans (such as IRAs, Roth IRAs, and plans described in Internal Revenue Code Sections 401(a), 401(k), 403(a), 403(b) or 457(b)); however, such distributions, to the extent that they are includible in income for federal income tax purposes, are includible in modified adjusted gross income.

Same-Sex Marriages, Domestic Partnership and Other Similar Relationships

The Treasury issued final regulations that address what relationships are considered a marriage for federal tax purposes. The final regulations definition of marriage reflects the United States Supreme Court holdings in Windsor and Obergefell, as well as IRS Rev. Proc. 2017-13.

The final regulations define the terms "spouse"," "husband", "~~wife~~ "wife," and "husband and wife" to be gender neutral so that such terms can apply equally to same sex couples and opposite sex couples. The regulations adopt the "place of celebration" rule to determine marital status for federal tax purposes. A Therefore, a marriage of two individuals is recognized for federal tax purposes if the marriage is recognized by a state, possession, or territory of the US in which the marriage was entered into, regardless of the ~~couples~~couple’s place of domicile. ~~Also~~Consistent awith ~~marriage~~ Rev. Proc. 2013-17 the final regulations provide that relationships entered into inas acivil ~~foreign~~unions, ~~jurisdiction~~or ~~will~~registered bedomestic ~~recognized~~partnerships that is not denominated as marriages under state law are not marriages for federal tax purposes. ifTherefore, ~~that~~the ~~marriage~~favorable ~~would~~income-tax bedeferral ~~recognized~~options inafforded atby ~~least~~federal ~~one~~tax ~~state,~~law ~~possession,~~to ora ~~territory~~married ofspouse ~~the~~under USInternal Revenue Code Sections 72 and 401(a)(9) are not available to individuals who have entered into these formal relationships. Please consult a tax advisor for more information on this subject.

Finally, the regulations adopts Rev. Proc. 2013-17 holding that relationships entered into as civil unions, or registered domestic partnerships that is not denominated as marriages under state law are not marriages for federal tax purposes. Therefore, the favorable income-tax deferral options afforded by federal tax law to a married spouse under Code Sections 72 and 401(a)(9) are not available to individuals who have entered into these formal relationships. Please consult a tax advisor for more information on this subject.

Withholding

Pre-death distributions from the contracts are subject to federal income tax. Nationwide will withhold the tax from the distributions unless the contract owner requests otherwise. Under some circumstances, the Internal Revenue Code will not permit contract owners to waive withholding. Such circumstances include:

• ~~if the payee does not provide Nationwide with a taxpayer identification number; or~~

26if the payee does not provide Nationwide with a taxpayer identification number; or

~~Table of Contents~~ •

• if Nationwide receives notice from the Internal Revenue Service that the taxpayer identification number furnished by the payee is incorrect.

If a contract owner is prohibited from waiving withholding, as described above, the portion of the distribution that represents income will be subject to withholding rates established by Section 3405 of the Internal Revenue Code.

If the distribution is from a Tax Sheltered Annuity, it will be subject to mandatory 20% withholding that cannot be waived, unless:

•	the distribution is made directly to another Tax Sheltered Annuity, qualified pension or profit-sharing plan described in Section 401(a), an eligible deferred compensation plan described in Section 457(b) which is maintained by an eligible employer described in section 457(e)(1)(A) or individual retirement plan; or
•	the distribution satisfies the minimum distribution requirements imposed by the Code.

•

the distribution is made directly to another Tax Sheltered Annuity, qualified pension or profit-sharing plan described in Section 401(a), an eligible deferred compensation plan described in Section 457(b) which is maintained by an eligible employer described in section 457(e)(1)(A) or individual retirement plan; or

•

the distribution satisfies the minimum distribution requirements imposed by the Internal Revenue Code.

Non-Resident Aliens

Generally, a pre-death distribution from a contract to a non-resident alien is subject to federal income tax at a rate of 30% of the amount of income that is distributed. Nationwide is required to withhold this amount and send it to the Internal Revenue Service. Some distributions to non-resident aliens may be subject to a lower (or no) tax if a treaty applies. In order to obtain the benefits of such a treaty, the non-resident alien must:

(1)	provide Nationwide with a properly completed withholding certificate claiming the treaty benefit of a lower tax rate or exemption from tax; and
(2)	provide Nationwide with an individual taxpayer identification number.

(1)

provide Nationwide with a properly completed withholding certificate claiming the treaty benefit of a lower tax rate or exemption from tax; and

(2)

provide Nationwide with an individual taxpayer identification number.

If the non-resident alien does not meet the above conditions, Nationwide will withhold 30% of income from the distribution.

Another exemption from the 30% withholding is available if the non-resident alien provides Nationwide with sufficient evidence that:

(1)	the distribution is connected to the non-resident alien's conduct of business in the United States;
(2)	the distribution is includable in the non-resident alien's gross income for United States federal income tax purposes; and
(3)	provide Nationwide with a properly completed withholding certificate claiming the exemption.

(1)

the distribution is connected to the non-resident alien's conduct of business in the United States;

(2)

the distribution is includable in the non-resident alien's gross income for United States federal income tax purposes; and

(3)

provide Nationwide with a properly completed withholding certificate claiming the exemption.

Note that for the preceding exemption, the distributions would be subject to the same withholding rules that are applicable to payments to United States persons.

This prospectus does not address any tax matters that may arise by reason of application of the laws of a non-resident alien’s country of citizenship and/or country of residence. Purchasers and prospective purchasers should consult a financial professional, tax advisor or legal counsel to discuss the applicability of laws of those jurisdictions to the purchase or ownership of a contract.

FATCA

Under Sections 1471 through 1474 of the Internal Revenue Code (commonly referred to as FATCA), distributions from a Contract to a foreign financial institution or to a nonfinancial foreign entity, each as described by FATCA, may be subject to United States tax withholding at a flat rate equal to 30% of the taxable amount of the distribution, irrespective of the status of any beneficial owner of the Contract or of the distribution. Nationwide may require you to provide certain information or documentation (e.g., Form W-9 or Form W-8BEN) to determine its withholding requirements under FATCA.

Federal Estate, Gift, and Generation Skipping Transfer Taxes

The following transfers may be considered a gift for federal gift tax purposes:

• ~~a transfer of the contract from one contract owner to another; or • a distribution to someone other than a contract owner.~~

a transfer of the contract from one contract owner to another; or

•

a distribution to someone other than a contract owner.

Upon the contract owner's death, the value of the contract may subject to estate taxes, even if all or a portion of the value is also subject to federal income taxes.

Table of Contents

Section 2612 of the Internal Revenue Code may require Nationwide to determine whether a death benefit or other distribution is a "direct skip" and the amount of the resulting generation skipping transfer tax, if any. A direct skip is when property is transferred to, or a death benefit or other distribution is made to:

(a)	an individual who is two or more generations younger than the contract owner; or
(b)	certain trusts, as described in Section 2613 of the Internal Revenue Code (generally, trusts that have no beneficiaries who are not two or more generations younger than the contract owner).

(a)

an individual who is two or more generations younger than the contract owner; or

(b)

certain trusts, as described in Section 2613 of the Internal Revenue Code (generally, trusts that have no beneficiaries who are not two or more generations younger than the contract owner).

If the contract owner is not an individual, then for this purpose only, "contract owner" refers to any person:

• who would be required to include the contract, death benefit, distribution, or other payment in his or her federal gross estate at his or her death; or • who is required to report the transfer of the contract, death benefit, distribution, or other payment for federal gift tax purposes.

who would be required to include the contract, death benefit, distribution, or other payment in his or her federal gross estate at his or her death; or

•

who is required to report the transfer of the contract, death benefit, distribution, or other payment for federal gift tax purposes.

If a transfer is a direct skip, Nationwide will deduct the amount of the transfer tax from the death benefit, distribution or other payment, and remit it directly to the Internal Revenue Service.

Charge for Tax

Nationwide is not required to maintain a capital gain reserve liability on Non-Qualified Contracts. If tax laws change requiring a reserve, Nationwide may implement and adjust a tax charge.

Tax Changes

The foregoing tax information is based on Nationwide's understanding of federal tax laws. It is NOT intended as tax advice. All information is subject to change without notice. You should consult with your personal tax and/or financial professional for more information.

~~The~~ SECURE Act 2.0 was enacted on December 2029, ~~2020.~~2022 and ~~The SECURE Act~~ made ~~numerous~~ changes to the Internal Revenue Code that are effective as of January 1, ~~2020~~2023, including the following:

•	Increasing the age a contract owner must begin RMDs under IRAs and certain qualified plans from age 70½ to age 72.
•	Requiring an individual beneficiary of an inherited IRA and certain qualified plans to withdraw their entire inherited interest within 10 years of the original contract owner’s death.

~~Repealing the 70 ½ age limitation that prohibited an individual from making an IRA contribution.~~•

~~The~~Increasing ~~Tax~~the ~~Cuts~~ age a contract owner must begin RMDs under IRAs and ~~Jobs~~certain ~~Act~~qualified ~~(the~~plans from ~~"Act")~~age ~~was~~72 ~~enacted~~to onage ~~December~~75 ~~22,~~in two ~~2017~~phases. The ~~Act~~age ~~made~~is ~~numerous~~first ~~changes~~increased from age 72 to age 73 for those who turn age 72 after 2022. And starting in 2033, the ~~Code~~age ~~effective~~is ~~January~~then 1increased to age 75 for those who turn age 73 after 2032. If the contract owner was born in 1959, ~~2018~~the owner should consult their tax advisor regarding their applicable age because it is not clear under SECURE 2.0, ~~including~~as enacted, whether the ~~following:~~applicable age is age 73 or age 75.

• Lowering the federal individual and corporate income tax rates; • Doubled the federal estate and gift tax exclusion amount to $11.2 million; • Eliminated the ability to recharacterize the rollover or conversion of amounts from IRAs or eligible retirement plans to a Roth IRA.

Reducing the RMD excise tax for failure to take an RMD from 50% to 25%.

•

Creating additional exceptions to the 10% penalty for early withdrawals that include but are not limited to the following: distributions to terminally ill individuals, distribution of net income on excess IRA contributions, and disaster recovery distributions.

State Taxation

The tax rules across the various states and localities are not uniform and therefore are not discussed in this prospectus. Tax rules that may apply to contracts issued in U.S. territories such as Puerto Rico and Guam are also not discussed. Contract owners and prospective contract owners should consult a financial professional, tax advisor or legal counsel to discuss the taxation and use of the contracts.

Statements

Nationwide will mail contract owners statements and reports. Therefore, contract owners should promptly notify the Service Center of any address change.

These mailings will contain:

• ~~statements showing the contract's quarterly activity; and~~

28statements showing the contract's quarterly activity; and

~~Table of Contents~~ •

• confirmation statements showing transactions that affect the contract's value. Confirmation statements will not be sent for recurring transactions. Instead, confirmation of recurring transactions will appear in the contract's quarterly statements.

Contract owners can receive information from Nationwide faster and reduce the amount of mail they receive by signing up for Nationwide's eDelivery program. Nationwide will notify contract owners by email when important documents (statements, prospectuses and other documents) are ready for a contract owner to view, print, or download from Nationwide's secure server. To choose this option, go to nationwide.com/login.

Contract owners should review statements and confirmations carefully. All errors or corrections must be reported to Nationwide immediately to assure proper crediting to the contract. Unless Nationwide is notified within 30 days of receipt of the statement, Nationwide will assume statements and confirmation statements are correct.

Investments

Nationwide intends to invest Guaranteed Period Option allocations received in fixed interest investments (bonds, mortgages, and collateralized mortgage obligations) in the same manner as Nationwide invests its general account assets. Nationwide takes into account the various maturity durations of the Guaranteed Period Options (3, 4, 5, 6, 7, 8, 9, and 10 years) and anticipated cash-flow requirements when making investments. Nationwide is not obligated to invest Guaranteed Period Option allocations in accordance with any particular investment objective, but will generally adhere to the overall investing philosophy of Nationwide. The Specified Interest Rates declared by Nationwide for the various Guaranteed Period Options will not necessarily correspond to the performance of the nonunitized separate account.

Contracts and the Distribution (Marketing)
of the Guaranteed Period Options

Nationwide Investment Services Corporation ("NISC"), acts as the national distributor of the contracts sold through this prospectus. NISC is registered as a broker-dealer under the Securities Exchange Act of 1934 ("1934 Act"), and is a member of the Financial Industry Regulatory Authority ("FINRA"). NISC's address is One Nationwide Plaza, Columbus, Ohio 43215. In Michigan only, NISC refers to Nationwide Investment Svcs. Corporation. NISC is a wholly owned subsidiary of Nationwide.

Contracts sold through this prospectus can be purchased through registered representatives, appointed by Nationwide, of FINRA broker-dealer firms. Nationwide pays broker-dealers compensation for promoting, marketing and selling the variable life and variable annuity contracts it sponsors. In turn, the broker-dealers pay a portion of the compensation to their registered representatives, under their own arrangements. Nationwide does not expect the compensation paid to such broker-dealers (including NISC) to exceed 5.0% of premium payments (on a present value basis) for sales of the contracts described in this prospectus. For limited periods of time, Nationwide may pay additional compensation to broker-dealers as part of special sales promotions. Nationwide offers these contracts on a continuous basis, however no broker dealer is obligated to sell any particular amount of contracts.

their registered representatives, under their own arrangements. Nationwide does not expect the compensation paid to such broker-dealers (including NISC) to exceed 5.0% of premium payments (on a present value basis) for sales of the contracts described in this prospectus. For limited periods of time, Nationwide may pay additional compensation to broker-dealers as part of special sales promotions. Nationwide offers these contracts on a continuous basis, however no broker dealer is obligated to sell any particular amount of contracts.

Legal Opinion

Legal matters in connection with federal laws and regulations affecting the issue and sale of the contracts described in this prospectus and the organization of Nationwide, its authority to issue the contracts under Ohio law, and the validity of the contracts under Ohio law have been passed on by Nationwide's Office of General Counsel.

About Nationwide

Nationwide is a stock life insurance company organized under Ohio law in March 1929, with its home office at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide is a provider of life insurance, annuities and retirement products. It is admitted to do business in all states, the District of Columbia, Guam, the U.S. Virgin Islands, and Puerto Rico.

Nationwide is a member of the Nationwide group of companies. Nationwide Mutual Insurance Company and Nationwide Mutual Fire Insurance Company (the "Companies") are the ultimate controlling persons of the Nationwide group of companies. The Companies were organized under Ohio law in December of 1925 and 1933 respectively. The Companies engage in a general insurance and reinsurance business, except life insurance.

Nationwide is relying on the exemption provided by Rule 12h-7 under the 1934 Act. In reliance on that exemption, Nationwide does not file periodic reports that would be otherwise required under the 1934 Act.

Table of Contents

Nationwide’s businesses are highly dependent upon its computer systems and those of its business partners. This makes Nationwide potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include direct risks, such as theft, misuse, corruption and destruction of data maintained by Nationwide, and indirect risks, such as denial of service, attacks on service provider websites and other operational disruptions that impede Nationwide’s ability to electronically interact with service providers. Cyber-attacks affecting Nationwide, intermediaries, and other service providers may adversely affect Nationwide and Contract Values. In connection with any such cyber-attack, Nationwide and/or its service providers and intermediaries may be subject to regulatory fines and financial losses and/or reputational damage. Although Nationwide undertakes substantial efforts to protect its computer systems from cyber-attacks, including internal processes and technological defenses that are preventative or detective, and other controls designed to provide multiple layers of security assurance, there can be no guarantee that Nationwide or its service providers will avoid losses affecting contracts due to cyber-attacks or information security breaches in the future.

To request additional information about Nationwide, contact the Service Center.

Contacting the Service Center

All inquiries, paperwork, information requests, service requests, and transaction requests should be made to the Service Center:

•	by telephone at 1-800-848-6331 (TDD 1-800-238-3035)
•	by mail to P.O. Box 182021, Columbus, Ohio 43218-2021.

•

by telephone at 1-800-848-6331 (TDD 1-800-238-3035)

•

by mail to P.O. Box 182021, Columbus, Ohio 43218-2021.

Nationwide may be required to provide information about your contract to government regulators. If mandated under applicable law, Nationwide may be required to reject a purchase payment and to refuse to process transaction requests for transfers, withdrawals, loans, and/or death benefits until instructed otherwise by the appropriate regulator.

Nationwide will use reasonable procedures to confirm that instructions are genuine and will not be liable for following instructions that it reasonably determined to be genuine. Nationwide may record telephone requests. Telephone and computer systems may not always be available. Any telephone system or computer can experience outages or slowdowns for a variety of reasons. The outages or slowdowns could prevent or delay processing. Although Nationwide has taken precautions to support heavy use, it is still possible to incur an outage or delay. To avoid technical difficulties, submit transaction requests by mail.

Experts

The statutory financial statements and financial statement schedules of Nationwide Life Insurance Company as of December 31, 2022 ~~2019~~ and ~~2018~~2021, and for each of the years in the three-year period ended December 31, ~~2019~~2022, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing. ~~KPMG LLP is located at 191 West Nationwide Blvd., Columbus, Ohio 43215.~~

The KPMG LLP report dated March 20 17, ~~2020~~2023 of Nationwide Life Insurance Company includes explanatory language that states that the financial statements are prepared by Nationwide Life Insurance Company using statutory accounting practices prescribed or permitted by the Ohio Department of Insurance, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the KPMG LLP audit report states that the financial statements are not presented fairly in accordance with U.S. generally accepted accounting principles and further states that those statements are presented fairly, in all material respects, in accordance with statutory accounting practices prescribed or permitted by the Ohio Department of Insurance.

Disclosure of Commission Position on Indemnification

Disclosure of ~~Table~~Commission ofPosition ~~Contents~~ on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "1933 Act") may be permitted to directors, officers and controlling persons of Nationwide pursuant to the foregoing provisions, or otherwise, Nationwide has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 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~~ 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, Nationwide 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 1933 Act and will be governed by the final adjudication of such issue.

Legal Proceedings

Nationwide Life Insurance Company

Nationwide Financial Services, Inc. (NFS, or collectively with its subsidiaries, (the "Company") was formed in November 1996. NFS is the holding company for Nationwide Life Insurance Company (NLIC), Nationwide Life and Annuity Insurance Company (NLAIC) and other companies that comprise the life insurance and retirement savings operations of the Nationwide group of companies (Nationwide). This group includes Nationwide Financial Network (NFN), an affiliated distribution network that markets directly to its customer base. NFS is incorporated in Delaware and maintains its principal executive offices in Columbus, Ohio.

The Company is subject to legal and regulatory proceedings in the ordinary course of its business. These include proceedings specific to the Company and proceedings generally applicable to business practices in the industries in which the Company operates. The outcomes of these proceedings cannot be predicted due to their complexity, scope, and many uncertainties. The Company believes, however, that based on currently known information, the ultimate outcome of all pending legal and regulatory proceedings is not likely to have a material adverse effect on the Company’s financial ~~position~~condition. The Company maintains Professional Liability Insurance and Director and Officer Liability insurance policies that may cover losses for certain legal and regulatory proceedings. The Company will make adequate provision for any probable and reasonably estimable recoveries under such policies.

The various businesses conducted by the Company are subject to oversight by numerous federal and state regulatory entities, including but not limited to the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Department of Labor, the Internal Revenue Service, the Office of the Comptroller of the Currency, and state insurance authorities. Such regulatory entities may, in the normal course of business, be engaged in general or targeted inquiries, examinations and investigations of the Company and/or its affiliates. With respect to all such scrutiny directed at the Company or ~~their~~its affiliates, the Company is cooperating with regulators.

Table of Contents

Appendix A

Example A

Assume that a contract owner made a $10,000 allocation on the last day of a calendar quarter into a 5-year Guaranteed Period Option. The Specified Interest Rate at the time is 8.5% and the 5-year interest rate swap in effect is 8%. The contract owner decides to surrender the Guaranteed Period Option 985 days from maturity. The Specified Value of the Guaranteed Period Option is $12,067.96. At this time, the 3-year interest rate swap is 7%. (985/365.25 is 2.69, which rounds up to 3.)

		[		]	d
			1 + a		365.25
MVA Factor	=		1 + b + 0.0025

		[		]	985
			1 + 0.08		365.25
MVA Factor	=		1 + 0.07 + 0.0025

MVA Factor	=		1.01897
Surrender Value	=	Specified Value	x	MVA Factor
Surrender Value	=	$12,067.96	x	1.01897
*Surrender Value	=		$12,296.89

* ~~Assumes no contingent deferred sales charges are applicable.~~

Assumes no contingent deferred sales charges are applicable.

Specified Value (for purposes of the Example) = the amount of the Guaranteed Period Option allocation ($10,000), plus interest accrued at the Specified Interest Rate (8.5%).

a	=	the Interest Rate Swap for a period equivalent to the Guaranteed Period at the time of deposit in the Guaranteed Period Option;
b	=	the Interest Rate Swap at the time of distribution for a period of time equivalent to the time remaining in the Guaranteed Period. In determining the number of years to maturity, any partial year will be counted as a full year, unless it would cause the number of years to exceed the Guaranteed Period; and
c	=	the number of days remaining in the Guaranteed Period.

A-1

Table of Contents

Example B

Assume that a contract owner made a $10,000 allocation on the last day of a calendar quarter into a 5-year Guaranteed Period Option. The Specified Interest Rate at the time is 8.5% and the 5-year interest rate swap in effect is 8%. The contract owner decides to surrender his money 985 days from maturity. The Specified Value of the Guaranteed Period Option is $12,067.96. At this time, the 3-year interest rate swap is 9%. (985/365.25 is 2.69, which rounds up to 3.)

		[		]	d
			1 + a		365.25
MVA Factor	=		1 + b + 0.0025

		[		]	985
			1 + 0.08		365.25
MVA Factor	=		1 + 0.09 + 0.0025

MVA Factor	=		0.96944
Surrender Value	=	Specified Value	x	MVA Factor
Surrender Value	=	$12,067.96	x	0.96944
*Surrender Value	=		$11,699.17

* ~~Assumes no contingent deferred sales charges are applicable.~~

Assumes no contingent deferred sales charges are applicable.

Specified Value (for purposes of the Example) = the amount of the Guaranteed Period Option allocation ($10,000), plus interest accrued at the Specified Interest Rate (8.5%).

a	=	the Interest Rate Swap for a period equivalent to the Guaranteed Period at the time of deposit in the Guaranteed Period Option;
b	=	the Interest Rate Swap at the time of distribution for a period of time equivalent to the time remaining in the Guaranteed Period. In determining the number of years to maturity, any partial year will be counted as a full year, unless it would cause the number of years to exceed the Guaranteed Period; and
d	=	the number of days remaining in the Guaranteed Period.

A-2

Table of Contents

The table set forth below illustrates the impact of a Market Value Adjustment applied upon a full surrender of a 10-year Guaranteed Period Option allocation, at various stages of the corresponding Guaranteed Period. These figures are based on Interest Rate Swap of 8% (a in the Market Value Adjustment formula) and varying current yield Interest Rate Swap shown in the first column (b in the Market Value Adjustment formula).

Current Yield	Time Remaining to the End of the Guaranteed Period	~~Time~~Specified ~~Remaining to the End of the Guaranteed Period~~Value	Market Value Adjustment	~~Specified~~Market Value	~~Market Value Adjustment~~	~~Market Value~~
12%	9	9$10,850	-29.35%	$107,~~850~~665	~~-29.35%~~	~~$ 7,665~~
	7	7$12,776	-23.68%	$129,~~776~~751	~~-23.68%~~	~~$ 9,751~~
	5	5$15,040	-17.56%	$1512,~~040~~399	~~-17.56%~~	~~$12,399~~
	2	2$19,215	-7.43%	$1917,~~215~~786	~~-7.43%~~	~~$17,786~~
	180	~~180~~$21,733	-1.88%	$21,~~733~~323	~~-1.88%~~	~~$21,323~~
10%	9	9$10,850	-16.94%	$109,~~850~~012	~~-16.94%~~	~~$ 9,012~~
	7	7$12,776	-13.44%	$1211,~~776~~059	~~-13.44%~~	~~$11,059~~
	5	5$15,040	-9.80%	$1513,~~040~~566	~~-9.80%~~	~~$13,566~~
	2	2$19,215	-4.04%	$1918,~~215~~438	~~-4.04%~~	~~$18,438~~
	180	~~180~~$21,733	-1.01%	$21,~~733~~513	~~-1.01%~~	~~$21,513~~
9%	9	9$10,850	-9.84%	$109,~~850~~782	~~-9.84%~~	~~$ 9,782~~
	7	7$12,776	-7.74%	$1211,~~776~~787	~~-7.74%~~	~~$11,787~~
	5	5$15,040	-5.59%	$1514,~~040~~199	~~-5.59%~~	~~$14,199~~
	2	2$19,215	-2.28%	$1918,~~215~~777	~~-2.28%~~	~~$18,777~~
	180	~~180~~$21,733	-0.57%	$21,~~733~~610	~~-0.57%~~	~~$21,610~~
8%	9	9$10,850	-2.06%	$10,~~850~~627	~~-2.06%~~	~~$10,627~~
	7	7$12,776	-1.61%	$12,~~776~~571	~~-1.61%~~	~~$12,571~~
	5	5$15,040	-1.15%	$1514,~~040~~867	~~-1.15%~~	~~$14,867~~
	2	2$19,215	-0.46%	$19,~~215~~126	~~-0.46%~~	~~$19,126~~
	180	~~180~~$21,733	-0.11%	$21,~~733~~708	~~-0.11%~~	~~$21,708~~
7%	9	9$10,850	6.47%	$1011,~~850~~552	~~6.47%~~	~~$11,552~~
	7	7$12,776	5.00%	$1213,~~776~~414	~~5.00%~~	~~$13,414~~
	5	5$15,040	3.55%	$15,~~040~~573	~~3.55%~~	~~$15,573~~
	2	2$19,215	1.40%	$19,~~215~~484	~~1.40%~~	~~$19,484~~
	180	~~180~~$21,733	0.34%	$21,~~733~~808	~~0.34%~~	~~$21,808~~
6%	9	9$10,850	15.84%	$1012,~~850~~569	~~15.84%~~	~~$12,569~~
	7	7$12,776	12.11%	$1214,~~776~~324	~~12.11%~~	~~$14,324~~
	5	5$15,040	8.51%	$1516,~~040~~321	~~8.51%~~	~~$16,321~~
	2	2$19,215	3.32%	$19,~~215~~853	~~3.32%~~	~~$19,853~~
	180	~~180~~$21,733	0.81%	$21,~~733~~909	~~0.81%~~	~~$21,909~~
4%	9	9$10,850	37.45%	$1014,~~850~~914	~~37.45%~~	~~$14,914~~
	7	7$12,776	28.07%	$1216,~~776~~362	~~28.07%~~	~~$16,362~~
	5	5$15,040	19.33%	$1517,~~040~~948	~~19.33%~~	~~$17,948~~
	2	2$19,215	7.32%	$1920,~~215~~623	~~7.32%~~	~~$20,623~~
	180	~~180~~$21,733	1.76%	$2122,~~733~~115	~~1.76%~~	~~$22,115~~

A-3

APPENDIX B ~~Table of Contents~~

Appendix B

NATIONWIDE LIFE INSURANCE COMPANY

(A Wholly Owned Subsidiary of Nationwide Financial Services, Inc.)

~~2019~~2022 Form S-1 MD&A, Statutory Financial Statements and Supplemental Schedules

B-1

Table of Contents

BUSINESS

Overview

Nationwide Life Insurance Company ("NLIC" or "the Company") ~~was~~ ~~incorporated in 1929 and~~ is an Ohio domiciled stock life insurance company. The Company is a member of the Nationwide group of companies ("Nationwide"), which is comprised of Nationwide Mutual Insurance Company ("NMIC") and all of its affiliates ~~and~~ and subsidiaries.

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

The Company is a leading provider of long-term savings and retirement products in the United States of America ("U.S."). The Company develops and sells a ~~diverse~~wide range of products and services, which include fixed and variable individual annuities, private and public sector group retirement plans, life insurance, investment advisory services, pension risk transfer ("PRT") contracts and other investment products. The Company is licensed to conduct business in all fifty states, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands.

Wholly-owned subsidiaries of NLIC as of December 31, ~~2019~~ 2022 include Nationwide Life and Annuity Insurance Company ("NLAIC") and its wholly-owned subsidiaries, Olentangy Reinsurance, LLC ("Olentangy") and Nationwide SBL, LLC ("NWSBL"), Jefferson National Financial Corporation ("JNF") and its wholly-owned ~~subsidiaries~~ subsidiary, Jefferson National ~~Securities Corporation ("JNSC") and Jefferson National~~ Life Insurance Company ("~~JNLIC~~JNL"), and its wholly-owned subsidiary, Jefferson National Life Insurance Company of New York ("JNLNY"), Eagle Captive Reinsurance, LLC ("Eagle"), Nationwide Investment Services Corporation ("NISC") and Nationwide Investment ~~Advisor~~Advisors, LLC ("NIA"). NLAIC primarily offers individual annuity contracts including fixed annuity contracts, group annuity contracts including PRT contracts, universal life insurance, variable universal life insurance, term life insurance, and corporate-owned life insurance ~~("COLI") and individual annuity contracts~~ on a non-participating basis. Olentangy is a Vermont domiciled special purpose financial ~~captive~~ insurance company. NWSBL offers a securities-based lending product and is an Ohio limited liability company and nonadmitted subsidiary. JNF is a ~~distributor~~holding ofcompany for subsidiaries that offer tax-advantaged investing solutions for registered investment advisors, fee-based advisors and the clients they serve. ~~JNSC~~JNL ~~is a registered broker-dealer. JNLIC~~ and JNLNY are licensed to underwrite both fixed and variable annuity products. Eagle is an Ohio domiciled special purpose financial captive insurance company. NISC is a registered broker-dealer. NIA is a registered investment advisor.

Business Segments

Management views the Company’s business primarily based on its underlying products and uses this basis to define its four reportable segments: Life Insurance, Annuities, ~~Workplace~~Retirement Solutions and Corporate Solutions and Other.

"Pre-tax operating earnings (losses)" used below is defined as income before federal income tax expense and net realized capital gains and losses on investments.

Life Insurance

The Life Insurance segment consists of life insurance products, including individual variable universal life insurance products, traditional life insurance products, fixed universal life insurance products and indexed universal life insurance products. Life insurance products provide a death benefit and, for certain products, allow the customer to build cash value on a tax-advantaged basis.

The following table summarizes selected financial data for the Company’s Life Insurance segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	2020	~~2018~~	~~2017~~
Total revenues	$876	$~~883~~877	$834	~~$895~~	~~$911~~
Pre-tax operating earnings		$ 10		$ 28	$ 32
Pre-tax operating earnings (losses)	$110	$(24)	$(12)

Annuities

The Annuities segment consists of individual deferred annuity products and immediate annuities. Individual deferred annuity contracts consist of deferred variable annuity contracts, deferred fixed annuity contracts, deferred registered index-linked annuity contracts, and deferred fixed indexed annuity contracts. Deferred annuity contracts provide the customer with tax-deferred accumulation of savings and flexible payout options including lump sum, systematic withdrawal or a stream of payments for life. In addition, deferred variable annuity contracts provide the customer with access to a wide range of investment options and asset protection features. Deferred fixed annuity contracts offered by the Company generate a return for the customer at a specified interest rate fixed for prescribed periods,. ~~while~~Deferred registered index-linked annuity contracts and deferred fixed indexed annuity contracts ~~generate~~ aare ~~return~~linked ~~for~~to the ~~customer~~performance of an external index and

B-2

subject to other factors that determine the performance of the contract. Immediate annuities differ from deferred annuities in ~~Table~~that the initial premium is exchanged for a stream of ~~Contents~~ income for a certain period and/or for the owner’s lifetime without future access to the original investment.

based on market performance with caps and floors. Immediate annuities differ from deferred annuities in that the initial premium is exchanged for a stream of income for a certain period and/or for the owner’s lifetime without future access to the original investment.

The following table summarizes selected financial data for the Company’s Annuities segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	2020	~~2018~~	~~2017~~
Total revenues	$8,442	$68,~~010~~693	$5,247	~~$5,656~~	~~$6,183~~
Pre-tax operating earnings	$204	$ ~~434~~610	$355	~~$ 375~~	~~$ 379~~

~~Workplace~~Retirement Solutions

The ~~Workplace~~Retirement Solutions segment is comprised of the private and public sector retirement plans businesses. The private sector business primarily includes Internal Revenue Code ("IRC") Section 401-qualified plans funded through fixed and variable group annuity contracts. The public sector business primarily includes IRC Section 457 (b) and Section 401(a) governmental plans, both in the form of full-service arrangements that provide plan administration along with fixed and variable group annuities, as well as in the form of administration-only business. The ~~Workplace~~Retirement Solutions segment also includes stable value wrap products and solutions.

The following table summarizes selected financial data for the Company’s ~~Workplace~~Retirement Solutions segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	2020	~~2018~~	~~2017~~
Total revenues	$5,439	$5,~~470~~467	$7,132	~~$5,181~~	~~$5,336~~
Pre-tax operating earnings	$160	$ ~~128~~161	$115	~~$ 118~~	~~$ 118~~

Corporate Solutions and Other

The Corporate Solutions and Other segment includes: corporate-owned life insurance ("COLI") and bank-owned life insurance ("BOLI") products, PRT, small business group life insurance, spread income on Federal Home Loan Bank of Cincinnati ("FHLB") funding agreements and net investment income on invested assets not assigned to other reportable segments. Certain COLI and BOLI products include stable value wrap products and solutions.

The following table summarizes selected financial data for the Company’s Corporate Solutions and Other segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	2020	~~2018~~	~~2017~~
Total revenues	$4,143	$2,~~089~~312	$1,903	~~$2,263~~	~~$2,372~~
Pre-tax operating earnings	$360	$ ~~461~~737	$608	~~$ 489~~	~~$ 456~~

Marketing and Distribution

The Company sells its products through a diverse distribution network. Unaffiliated entities that sell the Company’s products to their own customer bases include independent broker-dealers, financial institutions, wirehouses and regional firms, pension plan administrators, life insurance agencies, life insurance specialists, and registered investment advisors~~, producer groups and independent marketing organizations~~. Representatives of affiliates that ~~who~~ market products directly to a customer base include Nationwide Retirement Solutions, Inc. ("NRS"), ~~and~~ Nationwide ~~Financial~~Securities, ~~Network~~LLC ("~~NFN~~NSLLC") ~~producers,~~and ~~which~~Nationwide ~~includes~~Financial ~~the~~General ~~agency distribution force of the Company’s ultimate parent company~~Agency, ~~NMIC~~Inc. ~~NMIC is in the process of transitioning away from utilizing the exclusive agent model, which will be completed in 2020~~("NFGA"). The Company believes its broad range of competitive products, strong distributor relationships and diverse distribution network position it to compete effectively under various economic conditions.

Unaffiliated Distribution

Independent Broker-Dealers, Registered Investment Advisors, Regional Firms, and Life Insurance Agencies~~, Producer Groups and Independent Marketing Organizations~~. The Company sells individual annuities, mutual funds, group retirement plans, PRT and life insurance products through independent broker-dealers, registered investment advisors and agencies (including brokerage general agencies~~, producer groups and independent marketing organizations~~ in the Life Insurance and Annuities segments) and regional firms in each state and the District of Columbia. The Company believes that it has

B-3

Table of Contents

developed strong relationships based on its diverse product mix, large selection of fund options and administrative technology. In addition to such relationships, the Company believes its financial strength and the Nationwide brand name are competitive advantages in these distribution channels. The Company regularly seeks to expand this distribution network.

Financial Institutions and Wirehouses. The Company markets individual annuities, mutual funds, private sector retirement plans and life insurance products through financial institutions and wirehouses, consisting primarily of banks and their subsidiaries. The Company markets individual annuities and life insurance products under its brand name and on a private-label basis. The Company believes that it has competitive advantages in this distribution channel, including its expertise in training financial institution personnel to sell annuities, life insurance and pension products, its breadth of product offerings, its financial strength, the Nationwide brand name and the ability to offer private-label products.

Pension Plan Administrators. The Company markets group retirement plans organized pursuant to IRC Section 401 and sponsored by employers as part of employee retirement programs through regional pension plan administrators. The Company also has linked pension plan administrators to the financial planning community to sell group pension products. The Company targets employers with 25 to 2,000 employees because it believes that these plan sponsors tend to require extensive record-keeping services from pension plan administrators, and therefore are more likely to become long-term customers.

Life Insurance Specialists. The Company markets COLI and BOLI through life insurance specialists, which are firms that specialize in the design, implementation and administration of executive benefit plans.

Affiliated Distribution

NRS. NRS markets various products and services to the public sector, primarily on a retail basis, through several sales organizations. NRS markets group variable annuities and fixed annuities, as well as administration and record-keeping services to state and local governments for use in their IRC Section 457 and Section 401(a) retirement programs. NRS maintains endorsement arrangements with state and local government entities, including the National Association of Counties and the International Association of Fire Fighters.

~~NFN~~Affiliated Producers. ~~NFN~~The ~~producers~~Company has ~~include~~affiliated ~~Nationwide~~producers ~~exclusive~~that ~~agents~~are ~~and independent agents. All agents appointed with Nationwide may be~~ authorized to distribute ~~Nationwide~~ life insurance, annuity, mutual fund and group annuity products~~. Nationwide~~, ~~exclusive~~as ~~agents~~well ~~sell~~as ~~traditional,~~individual ~~universal~~securities and ~~variable~~investment ~~universal~~advisory services. ~~life~~Producers ~~insurance~~licensed ~~products,~~ and ~~individual~~appointed ~~annuities~~ through ~~the~~NFGA ~~licensed~~sell ~~agency~~fixed ~~distribution~~life ~~force~~insurance ~~of NMIC~~ and ~~primarily~~fixed ~~target~~annuities ~~the~~on ~~holders~~a ofdirect ~~personal~~basis. ~~automobile~~Producers licensed and ~~homeowners’~~ ~~insurance~~registered ~~policies~~with ~~issued~~NSLLC, bya ~~NMIC~~registered broker-dealer and ~~affiliated~~federally ~~companies.~~registered Asinvestment ~~noted above~~advisor, ~~NMIC~~offer ~~has~~variable ~~announced~~life itinsurance and ~~will~~variable ~~complete~~annuities, ~~its~~as ~~transition~~well ~~from~~as ~~utilizing~~various ~~the~~other ~~exclusive~~securities ~~agent~~and ~~model~~investment inadvisory ~~2020~~services, on a direct basis.

Reinsurance

The Company follows the industry practice of reinsuring with other companies a portion of its life insurance, annuity and accident and health risks in order to reduce the net liability on individual risks, to provide protection against large losses, achieve greater diversification of risks and obtain statutory capital relief. The maximum net amount at risk of individual ordinary life insurance retained by the Company on any one life is $10 million. The Company cedes insurance on both an automatic basis, whereby risks are ceded to a reinsurer on specific blocks of business where the underlying risks meet certain predetermined criteria, and on a facultative basis, whereby the reinsurer’s prior approval is required for each risk reinsured.

The Company has entered into reinsurance contracts with certain unaffiliated reinsurers to cede a portion of its general account life, annuity and accident and health business. Total amounts recoverable under these unaffiliated reinsurance contracts totaled $159 million and $2014 million as of December 31, ~~2019~~2022 and ~~2018~~2021, respectively.

Under the terms of certain contracts, specified assets are generally placed in trusts as collateral for the recoveries. The trust assets are invested in investment-grade securities, the fair value of which must at all times be greater than or equal to 100% or 102% of the reinsured reserves, as outlined in each of the underlying contracts. Certain portions of the Company’s variable annuity guaranteed benefit risks are also reinsured. These treaties reduce the Company’s exposure to death benefit and income benefit guarantee risk in the Life Insurance and Annuities segments. The Company has no other material reinsurance arrangements with unaffiliated reinsurers.

The Company’s material reinsurance agreements with affiliates are the modified coinsurance agreement, pursuant to which NLIC cedes to NMIC nearly all of its accident and health insurance business not ceded to unaffiliated reinsurers, the 100% coinsurance agreement with funds withheld with Eagle to cede specified guaranteed minimum death benefits ("GMDB") and guaranteed lifetime withdrawal benefits ("GLWB") obligations provided under substantially all of the variable annuity contracts and certain fixed indexed annuity contracts issued and to be issued by NLIC, the modified coinsurance

B-4

agreement with NLAIC, ~~Table~~pursuant to which NLIC assumes certain inforce and subsequently issued fixed individual deferred annuity contracts, the modified coinsurance agreement with NLAIC, pursuant to which NLIC assumes certain variable universal life insurance, whole life insurance and universal life insurance policies, and the 100% coinsurance agreement with NLAIC, pursuant to which NLIC assumes a certain life insurance contract, as described in Note 11 to the audited statutory financial statements included in the F pages of ~~Contents~~ this report.

annuity contracts issued and to be issued by NLIC, the modified coinsurance agreement with NLAIC, pursuant to which NLIC assumes certain inforce and subsequently issued fixed individual deferred annuity contracts, the modified coinsurance agreement with NLAIC, pursuant to which NLIC assumes certain variable universal life insurance, whole life insurance and universal life insurance policies, and the 100% coinsurance agreement with NLAIC, pursuant to which NLIC assumes a certain life insurance contract, as described in Note 11 to the audited statutory financial statements included in the F pages of this report.

Ratings

Ratings with respect to claims-paying ability and financial strength are one factor in establishing the competitive position of insurance companies. These ratings represent each agency’s opinion of an insurance company’s financial strength, operating performance, strategic position and ability to meet its obligations to policyholders. Such factors are important to policyholders, agents and intermediaries. They are not evaluations directed toward the protection of investors and are not recommendations to buy, sell or hold securities. Rating agencies utilize quantitative and qualitative analysis, including the use of key performance indicators, financial and operating ratios and proprietary capital models to establish ratings for the Company and certain subsidiaries. Ratings are continually evaluated relative to performance, as measured using these metrics and the impact that changes in the underlying business in which it is engaged can have on such measures. In an effort to minimize the adverse impact of this risk, the Company maintains regular communications with the rating agencies, performs evaluations utilizing its own calculations of these key metrics and considers such evaluation in the way it conducts its business.

Ratings are important to maintaining public confidence in the Company and its ability to market annuity and life insurance products. Rating agencies continually review the financial performance and condition of insurers, including the Company. Any lowering of the Company’s ratings could have an adverse effect on the Company’s ability to market its products and could increase the rate of surrender of the Company’s products. Both of these consequences could have an adverse effect on the Company’s liquidity and, under certain circumstances, net income. As of December 31, ~~2019~~ 2022, NLIC has a financial strength rating of "A+g" (Superior) from A.M. Best Company, Inc. ("A.M. Best") and its claims-paying ability/financial strength is rated "A1" (Good) by Moody’s Investors Service, Inc. ("Moody’s") and "A+" (Strong) by Standard & Poor’s Rating Services ("S&P"). ~~The Company’s financial strength is also reflected in the ratings of its commercial paper, which is rated "AMB-1" by A.M. Best, "P-1" by Moody’s and "A-1" by S& P.~~

Competition

The Company competes with many other insurers, as well as non-insurance financial services companies, some of which offer alternative products and, with respect to other insurers, have higher ratings than the Company. While no single company dominates the marketplace, many of the Company’s competitors have greater financial resources and larger market share than the Company. Competition in the Company’s lines of business is primarily based on price, product features, commission structure, perceived financial strength, claims-paying ability, customer and producer service and name recognition.

See also "Risk Factors – The Company operates in a highly competitive industry, which can significantly impact operating results."

Regulation

Regulation at State Level

NLIC and NLAIC are each domiciled and licensed in the State of Ohio as life insurers. ~~and~~The ~~the~~ Ohio Department of Insurance ("ODI") serves as their domiciliary regulator. NLIC is licensed and regulated as a life insurer in all 50 states, the District of Columbia, Guam, Virgin Islands and Puerto Rico. NLAIC is licensed and regulated as a life insurer in 49 states (excluding New York) and the District of Columbia. JNL is domiciled in the State of Texas, with the Texas Department of Insurance serving as its domiciliary regulator. JNL is licensed as a life insurer in 49 states (excluding New York) and the District of Columbia. JNLNY is domiciled and licensed as a life insurer in the state of New York, with the New York State Department of Financial Services ("NY DFS") serving as its domiciliary regulator. Eagle is domiciled in Ohio and is licensed in Ohio as a special purpose financial captive insurance company regulated by ODI. Olentangy is domiciled in Vermont and is licensed in Vermont as a special purpose financial ~~captive~~ insurance company regulated by the Vermont Department of Financial Regulation.

State insurance authorities have broad administrative powers with respect to various aspects of the insurance business. Among ~~including:~~other ~~licensing~~areas, tothese ~~transact~~authorities ~~business~~regulate advertising and marketing; ~~licensing~~privacy; ~~agents~~acquisitions; ~~admittance~~payment of ~~assets~~dividends; tothe ~~statutory~~form ~~surplus~~and content of insurance policies (including pricing); ~~regulating~~operating and agent licenses; regulation of premium rates ~~for~~; ~~certain~~premium ~~insurance~~tax ~~products~~increases; ~~approving~~rating ~~policy~~and ~~forms;~~underwriting ~~regulating~~restrictions ~~unfair~~and ~~trade~~limitations; asset and ~~claims~~reserve ~~practices~~valuation requirements; ~~establishing~~enterprise risk management; surplus requirements; accounting standards; Risk Based Capital ("RBC") requirements;

B-5

statutory reserve and capital requirements; assessments by guaranty associations; affiliate transactions; unfair trade and claims ~~Table~~practices; admittance of ~~Contents~~ assets to statutory surplus; maximum interest rates on life insurance policy loans and minimum accumulation or surrender values; the type, amounts and valuations of investments permitted; reinsurance transactions, including the role of captive reinsurers; and other matters.

~~reserve~~The ~~requirements~~National Association of Insurance Commissioners ("NAIC") is the U.S. standard setting and ~~solvency~~regulatory ~~standards;~~support ~~fixing~~organization ~~maximum~~created ~~interest~~and ~~rates~~governed onby the chief insurance regulatory authorities of the 50 states, the District of Columbia ~~life~~and the five U.S. territories. A primary mandate of the NAIC is to benefit state insurance ~~policy~~regulatory ~~loans~~authorities and ~~minimum~~consumers ~~accumulation~~by orpromulgating ~~surrender~~model ~~values;~~insurance ~~regulating~~laws and regulations for adoption by the ~~type~~states. The NAIC also provides standardized insurance industry accounting and reporting guidance through the NAIC Accounting Practices and Procedures Manual ("the Accounting Manual"). However, ~~amounts~~model insurance laws and ~~valuations~~regulations ofare ~~investments~~only ~~permitted;~~effective ~~regulating~~when ~~reinsurance~~adopted ~~transactions~~by the states, ~~including~~and statutory accounting and reporting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the ~~role~~Accounting Manual or modifications by the various state insurance departments may affect the statutory capital and surplus of ~~captive~~NLIC, ~~reinsurances~~NLAIC, ~~and~~JNL, ~~other~~JNLNY, ~~matters~~Olentangy and Eagle.

The National Association of Insurance Commissioners ("NAIC") is an organization, whose mandate is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the States. The NAIC also provides standardized insurance industry accounting and reporting guidance through the NAIC Accounting Practices and Procedures Manual ("the Accounting Manual"). However, model insurance laws and regulations are only effective when adopted by the States, and statutory accounting and reporting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the Accounting Manual or modifications by the various state insurance departments may affect the statutory capital and surplus of NLIC, NLAIC, JNL, JNLNY, Olentangy and Eagle.

Insurance Holding Company Regulation

NLIC is a wholly-owned subsidiary of NFS, which in turn is a wholly-owned subsidiary of Nationwide Corp., a majority-owned subsidiary of NMIC. NMIC is the ~~lead~~ultimate controlling entity of the Nationwide group of companies. As such, ~~NMIC~~Nationwide is subject to ~~the~~certain insurance ~~holding~~laws ~~company acts~~ of each of the states of domicile of its insurance subsidiaries and affiliates. All states have enacted legislation that requires each insurance holding company and each insurance company in an insurance holding company system to register with the insurance regulatory authority of the insurance company’s state of domicile and to furnish annually financial and other information concerning the operations of companies within the holding company system that materially affect the operations, management or financial condition of the insurers within ~~that~~ such system (generally referred to as "insurance holding company acts"). Generally, under such laws, among other requirements, transactions within the insurance holding company system to which the Company’s operating insurance companies are a party must be fair and reasonable, and, if material or of a specified category, they require prior notice and approval or non-disapproval by the state of domicile and, in some cases, the state of commercial domicile of each insurance company that is party to the transaction. In addition, under such laws, a state insurance authority usually must approve in advance the direct or indirect acquisition of 10% or more of the voting securities of an insurance company domiciled in its state.

Group-Wide Supervision

The NAIC has promulgated model laws for adoption in the ~~United States~~ U.S. that would provide for "group-wide" supervision of certain insurance holding companies in addition to the current regulation of insurance subsidiaries. While the timing of their adoption and content will vary by jurisdiction, the following generally represent the areas of focus in these model laws: (1) uniform standards for insurer corporate governance; (2) group-wide supervision of insurance holding companies; (3) adjustments to risk-based capital calculations to account for group-wide risks; and (4) additional regulatory and disclosure requirements for insurance holding companies.

Some laws which facilitate group-wide supervision have already been enacted in the jurisdictions in which the Company operates, such as Own Risk and Solvency Assessment ("ORSA") reporting, which requires larger insurers to assess the adequacy of its and its group’s risk management and current and future solvency position, and Corporate Governance Annual Disclosure reporting, which requires insurance groups to report on their governance structure, policies and practices. ~~The~~In ~~NAIC~~December ~~has~~2020, ~~also~~the ~~formed~~NAIC adopted a ~~working~~U.S. group capital calculation ("GCC") using an RBC aggregation methodology. The GCC is intended to ~~develop~~be a financial tool to assist regulators in identifying risks that may emanate from a holding company system and to holistically understand the financial ~~U.S.~~condition ~~group~~of non-insurance entities and how capital ~~calculation~~is ~~using~~distributed across an entire group. It is a ~~Risk~~quantitative ~~Based~~measure ~~Capital~~used to complement the view of group-specific risks provided in the ORSA. In addition, the GCC is intended to comply with the requirements under the Covered Agreements with the European Union ("~~RBC~~EU") ~~aggregation~~and ~~methodology~~the United Kingdom ("UK"). ~~Field~~The ~~testing~~GCC ~~for~~met the requirement that the States have a "worldwide group capital calculation" ~~phase~~in ~~began~~place inby ~~May~~November ~~2019~~7, ~~with~~2022 ~~over~~in 30order ~~volunteer~~to ~~U.S.~~avoid ~~based~~the ~~firms,~~EU ~~including~~or ~~property~~UK ~~and~~from ~~casualty,~~imposing ~~life,~~a ~~and~~group ~~health~~capital ~~insurers.~~assessment ~~Field~~or ~~testing~~requirement ~~may~~at ~~conclude~~the ~~later~~level ~~this~~of ~~year~~the atworldwide ~~which~~parent. ~~time~~The ~~current~~NAIC ~~plans~~encouraged ~~call~~states ~~for~~with ~~final~~groups impacted ~~decisions~~by the Covered Agreements to beadopt ~~made~~the onrevisions ~~any~~to ~~outstanding~~the ~~issues.~~NAIC InInsurance ~~constructing~~Holding Company System Model Act (#440) and Insurance Holding Company System Model Regulation (#450) which implements the ~~calculation~~GCC effective November 7, 2022. For other states the ~~working~~effective ~~group~~date is ~~considering~~anticipated ~~group~~to ~~capital~~be ~~developments undertaken~~January by1, 2026. In April 2022, Ohio adopted the ~~Federal~~revisions ~~Reserve~~to ~~Board~~the ~~("Federal~~NAIC ~~Reserve"~~Insurance Holding Company System Model Act (#440) and ~~the~~Insurance ~~International~~Holding ~~Association~~Company ofSystem ~~Insurance~~Model ~~Supervisors~~Regulation (~~"IAIS"~~#450) to implement the GCC. As such, Nationwide anticipates filing its first GCC with ODI, the Company’s lead state regulator in 2023. At this time, wethe Company cannot predict what, if any, ~~additional capital requirements and~~ compliance costs ~~any~~or ~~new~~other ~~group-wide standards~~impacts the GCC will impose on the Company.

Principles-Based Reserving

In June 2016, the NAIC adopted a recommendation that will activate a principles-based reserving approach for life insurance products. Principles-based reserving replaces the reserving methods for life insurance products for which the current formulaic basis for reserves may not fully reflect the risks or costs of the liability or obligations of the insurer. The principles-based reserving approach had a three-year phase in period. At the Company’s discretion, it may be applied to new individual life business beginning as early as January 1, 2017, and must be applied for all new individual life business issued January 1, 2020 and later. Principles-based reserving will not affect reserves for policies in force prior to January 1, 2017. The application of the principles-based reserving approach had no material impact on the Company’s statutory financial statements.

B-6

Principles-Based Reserving ~~Table of Contents~~

In June 2016, the NAIC adopted a recommendation that activated a principles-based reserving approach for life insurance products. Principles-based reserving replaces the reserving methods for life insurance products for which the current formulaic basis for reserves may not fully reflect the risks or costs of the liability or obligations of the insurer. The principles-based reserving approach had a three-year phase in period. At the Company’s discretion, it could be applied to new individual life business beginning as early as January 1, 2017 and was required to be applied for all new individual life business issued January 1, 2020 and later. The Company started the application of the principles-based reserving approach on all new individual life business on January 1, 2020. The principles-based reserving approach did not affect reserves for policies in force prior to January 1, 2020 and had no material impact on the Company’s statutory financial statements.

In 2019, the NAIC adopted revisions to the Valuation Manual Requirements for Principle-Based Reserves for Variable Annuities ("VM-21"), which provided comprehensive updates to the Commissioners Annuity Reserve Valuation Method of reserving for variable annuities. VM-21 provided the choice of (1) full adoption beginning January 1, 2020, (2) an election to grade in over 3 years, or (3) an election to grade in over 7 years, subject to commissioner discretion. The Company elected to fully adopt the change in reserving valuation basis, as of January 1, 2020, and recorded an increase to statutory capital and surplus of $78 million.

Captive Reinsurance Regulation

The NAIC continues to consider changes that would regulate more strictly captive reinsurance companies that assume business directly written in more than one state.

The NAIC Model Regulation entitled "Valuation of Life Insurance Policies," commonly known as "Regulation XXX," establishes statutory reserve requirements for term life insurance policies and universal life insurance policies with secondary guarantees, such as those issued by NLAIC and reinsured by its captive, Olentangy. Actuarial Guideline 38 ("AG 38") clarifies the application of Regulation XXX with respect to certain universal life insurance products with secondary guarantees. As the result of an NAIC study on the use of captives and special purpose vehicles to transfer insurance risk-related products subject to Regulation XXX and AG 38, Actuarial Guideline 48 ("AG 48") was created. The purpose and intent of AG48 is to establish uniform, national standards governing Regulation XXX and AG 38 reserve financing arrangements. The provisions of AG 48 apply to new policies that were issued on or after January 1, 2015. The NAIC adopted a revised Credit for Reinsurance Model Law in January 2016 and the Term and Universal Life Insurance Reserving Financing Model Regulation in December 2016 to replace AG 48. The model regulation is consistent with AG 48, and will replace AG 48 in a state upon the state’s adoption of the model law and regulation. AG 48 and the model laws and regulations currently have no effect on the Company as policies issued by NLAIC and reinsured by its captive, Olentangy, were issued and ceded prior to January 1, 2015.

~~The NAIC and state and federal regulators also continue to study the use of captive reinsurance companies for variable annuities.~~ In November 2015, the NAIC adopted the Variable Annuities Framework for Change, which outlines the NAIC’s commitment to change in concept the statutory framework to address concerns that have led to the utilization of captive reinsurance transactions for variable annuity business, in order to create more consistency across regulators and remove the impetus for insurers to cede risk to captives. The framework contemplates changes to the guidance and rules governing variable annuities, including with regard to reserving, capital, accounting, derivative use limitations and disclosure. In 2018, the NAIC adopted a framework for proposed revisions to the current Actuarial Guideline No. 43 ("AG 43") and RBC "C-3 Phase II" system applicable to variable annuities reserve and capital requirements. ~~Proposed~~Changes ~~changes include~~included: (i) aligning economically-focused hedge assets with liability valuations; (ii) reforming standard scenarios for AG 43 and C3C-3 Phase II; (iii) revising asset admissibility for derivatives and deferred tax assets; and (iv) standardizing capital market assumptions and aligning total asset requirements and reserves. The ~~NAIC has implemented the~~ revised framework inwas ~~2019~~effective ~~with a~~ January 1, 2020 ~~effective date~~ and includes an optional three-year phase in. The impact to the Company ~~will~~was ~~likely be~~ minimal due to its continued utilization of a captive which will not be impacted by AG 43 and ~~will~~resulted ~~result~~ in a reduction of AG 43-related reserves that were not ceded to the captive. See also "Risk Factors - The Company may be unable to mitigate the impact of Regulation XXX and Actuarial Guideline 38, potentially resulting in a negative impact to its capital position".

Macro-Prudential Supervision

InThe ~~2017 the~~ NAIC ~~introduced~~has abeen ~~working plan—referred~~focused toon asa ~~the~~ Macro-Prudential Initiative ("MPI")— to improve state macro-prudential supervisory tools. The MPI focuses on four areas for potential enhancement: (1) liquidity, (2) recovery and resolution, (3) capital stress testing, and (4) identifying exposure concentrations. The NAIC explained that the key objectives of the MPI are to better monitor and respond to the impact of external financial and economic risk to supervised firms; better monitor and respond to risks emanating from or amplified by the supervised firms that might be transmitted externally and which may result in significant market impacts or financial, reputational, litigation, or regulatory risks for the firm; and increase public awareness of NAIC/state monitoring capabilities regarding macro-prudential trends within the U.S. insurance sector and their implications. OnIn December 92020, ~~2019,~~ the NAIC ~~released~~adopted ~~for~~amendments ~~comment~~to ~~a proposed liquidity stress test ("LST") framework for qualifying life insurers. As currently proposed,~~ the ~~findings~~Model ~~from~~Holding ~~the~~Company ~~annual~~Act ~~stress test will be aggregated~~ and ~~reported~~Regulation asthat ~~part~~implements ofrequirements ~~the~~related ~~NAIC’s~~to ~~continuing~~their ~~macroprudential~~proposed ~~monitoring~~stress-testing framework ~~efforts.~~for ~~This~~qualifying ~~initial~~life ~~exposure~~insurers ~~focuses on the LST itself~~ which iswill ~~but one~~have ~~piece of a broader LST framework. This broader framework, still~~ to be ~~developed,~~adopted ~~will~~by ~~address~~state ~~model~~legislatures ~~laws~~ to ~~establish~~become ~~regulatory authority, confidentiality, and other policy considerations~~effective. Given the uncertainty of the ultimate outcome of this initiative, at this time the Company is unable to estimate the expected ~~effects~~impact on ~~its~~the ~~future capital and financial position and results of operations~~Company.

B-7

Regulation of Dividends and Other Distributions

See Note 14 to the audited statutory financial statements in the F pages of this report for a discussion of dividend restrictions.

B-7

Table of Contents

Annual and Quarterly Reports and Statutory Examinations

Insurance companies are required to file detailed annual and quarterly statutory financial statements with state insurance regulators in each of the states in which they do business, in accordance with accounting practices and procedures prescribed or permitted by ~~these~~ state insurance ~~departments~~regulatory authorities, and their business and accounts are subject to examination by such regulators at any time.

In addition, insurance regulators periodically examine an insurer’s financial condition, adherence to statutory accounting practices, and compliance with insurance department rules and regulations. NLIC, NLAIC, JNL and ~~JNL~~Eagle each file reports with state insurance departments regarding management’s assessment of internal controls over financial reporting in compliance with the Annual Financial Reporting Model Regulation, as adopted in the states in which they do business.

As part of their routine regulatory oversight process, state insurance ~~departments~~regulatory authorities periodically conduct detailed examinations, generally once every three to five years, of the books, records and accounts of insurance companies domiciled in their states. Such examinations generally are conducted in coordination with the insurance departments of other domestic states under guidelines promulgated by the NAIC. The ODI’s most recently completed financial examination of NLIC and NLAIC concluded in 2018 and was for the five-year period ended December 31, 2016. Additionally, the ODI’s most recently completed financial examination of Eagle was as of December 31, 2016 and concluded in 2018.

The most recently completed financial examination of JNL and JNLNY by the Texas Department of Insurance and ~~New~~NY ~~York~~DFS, respectively, was as of December 31, 2016 and concluded in 2018.

Vermont, in coordination with the timing of the ODI exams above, completed an examination of Olentangy in 2018 for the two-year period ended December 31, 2016. The examinations for NLIC, NLAIC, JNL, JNLNY, Eagle and Olentangy were completed during the second quarter of 2018 and did not result in any significant issues or adjustments. The examination reports are available to the public. The ODI, in coordination with other impacted domiciliary insurance regulators, is currently conducting the financial examination of NLIC, NLAIC, JNL, JNLNY, Eagle and Olentangy for the five-year period ended December 31, 2021.

Market Conduct

State insurance regulatory authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to insurers’ compliance with applicable insurance laws and regulations, including among other things, the form and content of disclosure to consumers, advertising, sales practices and complaint handling. State regulators have imposed significant fines on various insurers for improper market conduct. NLIC, NLAIC, JNL and JNLNY continually monitor sales, marketing and advertising practices and related activities of agents and personnel and provide continuing education and training in an effort to ensure compliance with applicable insurance laws and regulations. There can be no guarantee that any non-compliance with such applicable laws and regulations would not have a material adverse effect on the Company.

Guaranty Associations and Similar Arrangements

Each of the 50 states of the U.S. and the District of Columbia have laws requiring insurance companies doing business within its jurisdiction to participate in various types of guaranty associations or other similar arrangements. These arrangements provide certain levels of protection to policy owners from losses arising from insurance policies or annuity contracts issued by insurance companies that become impaired or insolvent. Typically, assessments are levied (up to prescribed limits) on member insurers on a basis which is related to the member insurer’s proportionate share of the business written by all member insurers, in the lines of business in which the impaired or insolvent member insurer was writing. Some jurisdictions permit member insurers to recover assessments paid through full or partial premium tax offsets, usually over a period of years.

Assessments levied against the Company and subsidiaries during the past three years have not been material. The amount and timing of any future assessment on or refund to NLIC, NLAIC, JNL, or JNLNY under these laws are beyond the control of NLIC, NLAIC, JNL, and JNLNY. A portion of the assessments paid by NLIC, NLAIC, JNL, or JNLNY pursuant to these laws may be used as credits for a portion of NLIC, NLAIC, JNL, or JNLNY’s premium taxes. For the years ended December 31, ~~2019~~2022, ~~2018~~2021 and ~~2017~~2020, credits received by the Company have ~~were~~not ~~immaterial~~been material.

Statutory Surplus

B-8

Statutory Surplus ~~Table of Contents~~

As licensed insurers, NLIC, NLAIC, JNL and JNLNY are subject to the supervision of the regulators of each state, and each state has the discretionary authority, in connection with the ongoing licensing of such entity, to limit or prohibit writing new business within its jurisdiction when, in the state’s judgment, such entity is not maintaining adequate statutory surplus or capital or is operating in a hazardous financial condition. The Company does not currently anticipate that any regulator would limit the amount of new business that NLIC, NLAIC, JNL and JNLNY may write due to an inability to meet the levels of statutory surplus required by the regulators. Olentangy is subject to the specific requirements and restrictions of its Licensing Order, as issued by the State of Vermont, and Eagle is subject to the specific requirements and restrictions of its Licensing Order, as issued by the State of Ohio.

Risk-Based Capital

NLIC, NLAIC, JNL, JNLNY, Olentangy and Eagle are subject to the RBC requirements for life insurance companies. All states have adopted the NAIC RBC model law or a substantially similar law. The RBC calculation, which regulators use to assess the sufficiency of an insurer’s statutory surplus, measures the risk characteristics of a company’s assets, liabilities and certain off-balance sheet items. In general, RBC is calculated by applying factors to various asset, premium, claim, expense and reserve items. The requirements result in insurers maintaining, for the protection of policyholders, capital in excess of statutory surplus requirements. Insurers having less statutory surplus than required by the RBC model formula will be subject to varying degrees of regulatory action depending on the level of capital inadequacy. See Note 14 to the audited statutory financial statements included in the F pages of this report for additional discussion of RBC requirements. Olentangy is subject to the separate requirements and restrictions of its Licensing Order, as issued by the State of Vermont. Eagle is subject to the separate requirements and restrictions of its Licensing Order, as issued by the State of Ohio.

Annuity Sales Practices

The Company’s annuity sales practices are subject to strict regulation. State insurance and certain federal regulators are becoming more active in adopting and enforcing suitability standards that create additional responsibilities with respect to sales of annuities, both fixed and variable. Such regulations and responsibilities could increase the Company’s operational costs or compliance costs or burdens, or expose the Company to increased liability for any violation of such regulations and responsibilities.

On February 13, 2020, the NAIC adopted revisions to the model annuity suitability rule to incorporate a heightened standard of care. The adoption of amendments by the NAIC has resulted in subsequent adoption by individual states, which may result in additional activities necessary to comply ~~following the subsequent adoption by individual states~~. Additionally, some state insurance and securities regulators are actively engaged in the development and adoption of rulemaking in this space independent from the NAIC.

Regulation of Investments

The Company is subject to state laws and regulations that require diversification of its investment portfolios and limit the amount of investments in certain investment categories such as below-investment grade fixed income securities, real estate-related equity and common stocks. Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as non-admitted assets for purposes of measuring statutory surplus, and, in some instances, could require divestiture of such non-qualifying investments. The Company believes that its investments ~~are in compliance~~comply, in all material respects, with such laws and regulations as of December 31, ~~2019~~2022.

Federal Initiatives

Although the U.S. federal government generally has not directly regulated the insurance business, federal legislation and administrative policies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("the Dodd-Frank Act") ~~expanded~~expand the federal presence in insurance oversight.

The Dodd-Frank Act established the Financial Stability Oversight Counsel ("FSOC"), which has authority to designate non-bank financial companies as systemically important financial institutions ("non-bank SIFIs"), thereby subjecting them to enhanced prudential standards and supervision by the Federal Reserve. The prudential standards for non-bank SIFIs include enhanced RBC requirements, leverage limits, liquidity requirements, single counterparty exposure limits, governance requirements for risk management, stress test requirements, special debt-to-equity limits for certain companies, early remediation procedures and recovery and resolution planning. It is possible, although not likely, that the Company could be designated as a non-bank SIFI by the FSOC. Being so designated would subject the Company to enhanced oversight and prudential standards by the Federal Reserve, beyond those applicable to our competitors not so designated.

B-9

On December 4, 2019, the FSOC approved a proposal that would significantly alter its process for making such non-bank SIFI designations. Among other things, the new guidance will: require ~~Table~~the FSOC to focus on regulating activities that pose systemic risk, allowing for the involvement of ~~Contents~~ primary regulators, rather than designations of individual firms (also known as an "activities-based approach"); shorten the designation process by removing the first step from what is currently a three-step process; invite participation from firms under consideration for designation earlier in the designation process to provide greater transparency; require a cost-benefit analysis prior to making a designation, which must include a determination of the likelihood of the potential systemic impact actually occurring; and clarify the "off ramp" process for firms who have been designated as SIFIs.

provide greater transparency; require a cost-benefit analysis prior to making a designation, which must include a determination of the likelihood of the potential systemic impact actually occurring; and clarify the "off ramp" process for firms who have been designated as SIFIs.

In addition, the Dodd-Frank Act established the Federal Insurance Office ("FIO") within the U.S. Department of the Treasury ("Treasury"), which has the authority to participate on behalf of the U.S. in the negotiations of international insurance agreements with foreign regulators, as well as to collect information about the insurance industry and recommend prudential standards, and, along with the U.S. Trade Representative ("USTR"), to enter into covered agreements with one or more foreign governments which have the ability to preempt inconsistent state insurance measures. While not having general supervisory or regulatory authority over the business of insurance, the director of the FIO will perform various functions with respect to insurance (other than health insurance), including serving as a non-voting member of FSOC and making recommendations to FSOC regarding insurers to be designated for more stringent regulation.

Further, Dodd-Frank Act established the Consumer Financial Protection Bureau ("CFPB") as an independent agency within the Federal Reserve to supervise and regulate institutions that provide certain financial products and services to consumers. Although consumer financial products and services ~~generally~~ generally exclude the business of insurance, the CFPB does have authority to regulate non-insurance consumer financial products and ~~service~~services.

Securities Laws

Certain of NLIC, ~~NLAIC~~ and ~~JNF~~its subsidiaries’s products, policies and contracts are subject to regulation under the federal securities laws administered by the Securities and Exchange Commission ("SEC") and under certain state securities laws. Certain separate accounts of NLIC, NLAIC, JNL and JNLNY are registered as investment companies under the Investment Company Act of 1940, as amended. Separate account interests under certain variable annuity contracts and variable insurance policies issued by NLIC, NLAIC, JNL and JNLNY are also registered under the Securities Act of 1933 (the "Securities Act"). NISC ~~and JNSC~~, ~~subsidiaries~~a subsidiary of the Company, ~~are~~is registered as a broker-~~dealers~~dealer under the Securities Exchange Act of 1934, and ~~are~~is ~~members~~a member of, and subject to regulation by, the Financial Industry Regulatory Authority and ~~are~~is also subject to the SEC’s net capital rules.

NIA, a subsidiary of the Company, is an investment advisor registered under the Investment Advisors Act of 1940, as amended, and under the Securities Act.

All aspects of investment advisory activities are subject to applicable federal and state laws and regulations in the jurisdictions in which they conduct business. These laws and regulations are primarily intended to benefit investment advisory clients and investment company shareholders and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the transaction of business for failure to comply with such laws and regulations. In such events, the possible sanctions which may be imposed include the suspension of individual employees, limitations on the activities in which the investment advisor may engage, suspension or revocation of the investment advisor’s registration as an advisor, censure and fines.

OnThe ~~June 5, 2019, the~~ SEC adopted a package of rulemaking and interpretive guidance regarding the standards of conducts for broker-dealers and investment advisors. Of particular note was the adoption of a new "best interest" standard for broker-dealers when making recommendations to retail customers of any securities transaction or investment strategy involving securities. Also adopted as part of the package iswas a new "relationship summary" disclosure requirement for broker-dealers and investment advisors that must be provided to "retail investors." Generally, compliance with the SEC’s adopted package of rulemaking and interpretive guidance iswas required by June 30, 2020.

Derivatives Regulation

The Company’s derivatives use is subject to statutory and regulatory requirements of the states of Ohio, the Company’s domiciliary state, and New York, where the Company is licensed to sell certain products. Each state requires the Company to follow a board-approved derivatives’ use plan. The Company’s derivatives’ use plan meets the requirements of both states. While the statutory constructs and regulatory oversight of Ohio and New York are historically consistent, there is a possibility the two states could diverge in their respective regulation of the Company’s derivatives use creating additional expense or lost opportunity to the Company.

Title VII of the Dodd-Frank Act is a framework to regulate the over-the-counter ("OTC") derivatives markets through the required clearing of certain types of OTC transactions and the posting of collateral, each of which results in additional risk mitigation costs to the Company. NLIC and NLAIC, currently required to clear specified OTC derivatives products, expect to be subject to the posting and collection of initial margin on its non-cleared OTC derivatives portfolios with certain of their counterparties beginning in September of 2021. These increased initial margin requirements, may require the

B-10

Title VII of the Dodd-Frank Act is a framework to regulate the over-the-counter ("OTC") derivatives markets through the required ~~Table~~clearing of ~~Contents~~certain types of OTC transactions and the posting of collateral, each of which results in additional risk mitigation costs to the Company. NLIC and NLAIC, currently required to clear specified OTC derivatives products, are subject to the posting and collection of initial margin on its non-cleared OTC derivatives portfolios with certain of their counterparties as of September 1, 2022. These initial margin requirements, in conjunction with variation margin requirements, may require the Company to hold more cash and highly liquid securities with lower yields than it might otherwise hold in the absence of the margin requirements; potentially resulting in a reduction of investment income. Furthermore, U.S. and global regulation of the derivatives markets continues to evolve, potentially creating unexpected costs as well as opportunities.

Company to hold more cash and highly liquid securities with lower yields than it might otherwise hold in the absence of the initial margin requirements; potentially resulting in a reduction of investment income. FurthermoreEnvironmental, USSocial and ~~global~~Governance ~~regulation~~Regulation ~~of the derivatives markets continues to evolve, potentially creating unexpected costs as well as opportunities.~~

The Company is exposed to risks relating to environmental, social and governance ("ESG") factors. Customers, regulators and other market participants may evaluate the Company’s business or other practices according to a variety of ESG standards, expectations, or metrics, all of which may evolve, may be subjective or underdeveloped in nature, and may reflect contrasting or conflicting values. Standard-setting organizations and regulators including, but not limited to, the NAIC, SEC and state insurance regulators, have proposed or adopted, or may propose or adopt, ESG rules or standards applicable to the Company. For example, the NAIC (led by the California Department of Insurance) has generally modified the Insurer Climate Risk Disclosure Survey to align with aspects of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures ("TCFD") framework, a recognized framework of recommendations that were developed to enhance climate-related disclosures. In addition, the SEC has proposed new disclosure rules that, if adopted, would generally require a wide range of registered companies, including Nationwide, to prepare extensive disclosures and financial information on climate-related risk. Final SEC rules have not yet been adopted. Some regulators are taking opposing positions on financial services companies’ consideration of ESG factors in carrying out their businesses. For instance, some states are prohibiting entities with state contracts from considering certain ESG factors, while others are encouraging consideration of such factors and promoting divestment from certain industries, especially carbon-based industries. Such opposing regulatory positions present potential difficulties for Nationwide’s Investment and Retirement Security businesses, which have extensive state contracts. Due to the sometimes conflicting, uncertain, and subjective ESG regulatory and market environment, the Company may be seen as acting inconsistently with ESG standards or values from the perspective of certain customers, regulators or other constituents. As a result, the Company could face adverse regulatory, customer, media or public scrutiny related to ESG that potentially could have a negative impact on our business or reputation or lead to legal challenges. More specifically, climate risk has the potential for negative impacts resulting from damage to physical property insured or held as investments due to increase extreme weather events, financial losses or decreased revenues resulting from the transition to a low carbon economy and legal and regulatory losses attributable to climate change or failing to manage climate risk factors.

Privacy and Cybersecurity Regulation

The Company is regulated by the federal Gramm-Leach-Bliley Act ("GLBA") and subject to federal and state regulations promulgated thereunder that require financial institutions and other businesses to ensure the privacy, security and confidentiality of nonpublic personal information, including laws that regulate the use and disclosure of, among others, Social Security numbers and health information. Federal and state laws require notice to affected individuals, law enforcement, regulators and others if there is a breach of the security of certain personal information, including Social Security numbers and health information. Federal regulations require financial institutions and creditors to implement effective programs to detect, prevent, and mitigate identity theft. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited commercial e-mail, text or fax messages to consumers and customers. Federal laws and regulations regulate the permissible uses of certain personal information, including consumer report information. Federal and state legislatures and regulatory bodies continue to expand regulation regarding these subjects and the privacy and security of personal information. Despite functionally similar laws and regulations, there is ongoing risk of non-uniform regulatory interpretation and application, due to the multiplicity of state and federal regulators examining the Company.

The California Consumer Privacy Act of 2018 (~~the~~ "CCPA") grants all California residents the right to know the information a business has collected from them and the sourcing and sharing of that information, as well as a right to have a business delete their personal information (with some exceptions). The CCPA’s definition of "personal information" is more expansive ~~that~~than those found in other privacy laws applicable to the Company in the ~~United States~~U.S. Failure to comply with CCPA could result in regulatory fines, further, the law grants a right of action for any unauthorized disclosure of personal information as a result of failure to maintain reasonable security procedures. The CCPA became effective on January 1, 2020, ~~with~~and enforcement by toCalifornia’s ~~occur~~Attorney ~~six~~General ~~months~~began ~~after a final regulation is promulgated, or~~ July 1, 2020,. ~~whichever~~Final isregulations ~~sooner~~were promulgated shortly thereafter. In

New York’s cybersecurity regulation for financial services institutions, including insurance entities under its jurisdiction, requires entities to establish and maintain a cybersecurity program designed to protect consumer’s private data. The regulation specifically provides for: (i) controls relating to the governance framework for a cybersecurity program; (ii) riskB-based minimum standards for technology systems for data protection; (iii) minimum standards for cyber breach responses, including notice to NY DFS of material events; and (iv) identification and documentation of material deficiencies, remediation plans and annual certification of regulatory compliance with the NY DFS.11

InNovember ~~addition~~2020, onthe ~~October~~CCPA ~~24,~~was ~~2019,~~amended ~~the~~by ~~NAIC adopted~~ the ~~Insurance~~ ~~Data~~California ~~Security~~Privacy ~~Model~~Rights ~~Law~~Act ("~~the Cybersecurity Model Law~~CPRA"), which ~~establishes~~we ~~events~~expect ~~involving unauthorized access~~ to, orbecome ~~the~~effective ~~misuse~~in most ~~of,~~material ~~certain~~respects ~~nonpublic~~in ~~information~~early 2023. The ~~Cybersecurity~~CPRA ~~Model~~provides ~~Law~~expanded ~~has~~rights ~~been~~for ~~adopted~~California inconsumers ~~Ohio and several other states~~(e.g., ~~Additional~~the ~~states~~right ~~may~~to ~~follow.~~correct ~~The~~inaccurate ~~Cybersecurity~~personal ~~Model~~information) ~~Law~~and ~~could~~created ~~impose~~a ~~significant~~ new regulatory ~~burdens~~agency, ~~intended~~the toCalifornia ~~protect~~Privacy ~~the~~Protection ~~confidentiality~~Agency, ~~integrity~~dedicated ~~and availability of information systems. The NAIC model law is functionally similar~~ to ~~the~~enforcing NYCalifornians’ ~~DFS~~consumer ~~rule~~privacy rights.

New York’s cybersecurity regulation for financial services institutions, including insurance entities under its jurisdiction, requires entities to establish and maintain a cybersecurity program designed to protect consumer’s private data. The regulation specifically provides for: (i) senior leader and Board oversight of the covered entity’s cybersecurity program; (ii) controls relating to the governance framework for a cybersecurity program; (iii) risk-based minimum standards for technology systems for data protection; (iv) requirements for cyber breach responses, including notice to the NY DFS of material events; and (v) identification and documentation of material deficiencies, remediation plans and annual certification of regulatory compliance with the NY DFS.

In 2017, the NAIC adopted the Insurance Data Security Model Law ("the Cybersecurity Model Law"), which established standards for data security and notification of cybersecurity events in states where adopted. The Cybersecurity Model Law has been adopted in Ohio and several other states. Additional states may follow. The Cybersecurity Model Law could impose significant new regulatory burdens intended to protect the confidentiality, integrity and availability of information systems. The NAIC model law is functionally similar to the NY DFS rule. The NAIC has also established a Big Data working group devoted to ensuring that regulations and regulatory activities appropriately protect consumers from harm which could result from technological developments in the insurance sector. During 2020, the working group was charged with (i) reviewing current regulatory frameworks used to oversee insurers’ use of consumer and non-insurance data; (ii) proposing a mechanism to provide resources and allow states to share resources to facilitate their ability to conduct technical analysis of, and data collection related to, the review of complex models used by insurers for underwriting, rating and claims; and (iii) assess data needs and required tools for state insurance regulators to appropriately monitor the marketplace and evaluate underwriting, rating, claims and marketing practices.

In February 2022, the SEC proposed new cybersecurity risk management rules and amendments to enhance cybersecurity preparedness and improve the resilience of investment advisers and investment companies against cybersecurity threats and attacks. Specifically, the proposal would: require advisers and funds to adopt and implement written policies and procedures that are reasonably designed to address cybersecurity risks; require advisers to report significant cybersecurity incidents to the SEC on proposed Form ADV-C; enhance adviser and fund disclosures related to cybersecurity risks and incidents; and require advisers and funds to maintain, make, and retain certain cybersecurity-related books and records.

Compliance with existing and emerging privacy and cybersecurity regulations could result in increased compliance costs and/or lead to changes in business practices and policies, and any failure to protect the confidentiality of client information could adversely affect our reputation and have a material effect on our business, financial condition and results of operations.

Employee Retirement Income Security Act ("ERISA")

On June 21, 2018, the United States Court of Appeals for the Fifth Circuit vacated the Department of Labor’s ("DOL") 2016 Fiduciary Rule. As a result, the fiduciary standards under ERISA revert to those in place before the issuance of the regulations, e.g., the "Five Part Test". ~~The~~On ~~Department~~June 29, 2020, the DOL released technical amendments that reinstated the Five ofPart ~~Labor~~Test ~~has~~for ~~indicated~~fiduciary instatus ~~its~~and ~~most~~reverted ~~recent~~the ~~published~~DOL ~~regulatory~~fiduciary ~~agenda~~framework ~~that~~back itto ~~expects~~the framework prior to ~~undertake~~the ~~additional~~now-defunct ~~rulemaking~~2016 ~~related~~Fiduciary toRule. ~~fiduciary~~On ~~standards~~December ~~under~~18, ~~ERISA~~2020, the DOL adopted a new Prohibited Transaction Class Exemption ("PTE"), "Improving Investment Advice for Workers & Retirees." The new PTE took effect on February 16, 2021.

In addition, ERISA fiduciary obligations are imposed on certain assets in excess of amounts necessary to satisfy guaranteed obligations held by an insurance company in its general account under a participating group annuity contract to the extent that the insurer’s general account is not reserved to pay benefits under guaranteed benefit policies (i.e., benefits whose value would not fluctuate in accordance with the insurer’s investment experience). ERISA requires that fiduciaries perform their duties solely in the interest of ERISA plan participants and beneficiaries and with the care, skill, prudence and diligence that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

B-11

Table of Contents

See also "Risk Factors—Changes to regulations under ERISA could adversely affect the Company’s distribution model by restricting the Company’s ability to provide customers with advice."

B-12

Tax Matters

Life insurance products may be used to provide income tax deferral and income tax free death benefits. Annuity contracts may be used to provide income tax deferral. The value of these benefits is related to the level of income tax rates and capital gains tax rates. Changes to the income tax rates and the capital gains tax rates can affect the value of these benefits, and therefore the desirability of those products.

OnIn ~~December~~August 222022, ~~2017,~~ the ~~federal~~Inflation ~~Tax~~Reduction ~~Cuts and Jobs~~ Act ("~~the~~ Act"), was signed into law. The Act ~~made~~includes ~~broad~~a ~~and~~new Federal ~~complex~~corporate ~~changes~~alternative tominimum ~~the U.S.~~ tax, effective ~~code~~in 2023, ~~including~~that ~~the~~is ~~reduction~~based ofon the ~~U.S.~~adjusted financial ~~corporate~~statement income ~~tax~~set ~~rate~~forth ~~from~~on 35the ~~percent~~applicable financial tostatement 21of ~~percent~~an ~~effective~~applicable ~~January 1, 2018~~corporation. ~~The~~See ~~Company~~Note ~~continues~~8 to ~~monitor and assess, as it is issued, IRS guidance addressing implementation of various provisions of~~ the ~~Act~~audited tostatutory ~~determine~~financial ~~potential~~statements ~~impact~~included onin the ~~Company’s~~F ~~life~~pages ~~and~~of ~~annuity~~this ~~offerings~~report ~~and~~for ~~the~~additional ~~resulting~~discussion ~~financial conditions or results~~ of ~~operations of~~ the ~~Company~~ Act.

Additional changes to the IRC to address the fiscal challenges currently faced by the federal government may also be made. These changes could include changes to the taxation of life insurance, annuities, mutual funds, retirement savings plans, and other investment alternatives offered by the Company. Such changes to the IRC could have an adverse impact on the desirability of the products offered by the Company.

Legal Proceedings

See Note 13 to the audited statutory financial statements, included in the F pages of this report, for a description of litigation and regulatory actions.

Employees

The Company does not have any employees of its own, but rather is provided personnel by NMIC pursuant to a ~~cost~~Cost ~~sharing~~Sharing ~~agreement~~Agreement. ~~As of December 31, 2019, the Company had approximately 4,016 individuals providing service to it, none of whom were covered by a collective bargaining agreement.~~

Risk Factors

Risks Related to Economic and Financial Market Conditions

Adverse capital and credit market conditions may significantly affect the Company’s ability to meet liquidity needs and access the capital required to operate its business, most significantly its insurance operations.

The Company’s insurance, annuity and investment products, as well as its investment returns and access to and cost of financing, are sensitive to disruptions, uncertainty or volatility in the capital and credit markets, thereby ultimately impacting the Company’s profitability and ability to support or grow its businesses. In the insurance industry, liquidity refers to the ability of an enterprise to generate adequate amounts of cash from its normal operations in order to meet its financial commitments. The principal sources of the Company’s liquidity are insurance premiums, annuity considerations, deposit funds and cash, including from its investment portfolio and assets. Sources of liquidity also include surplus notes and a variety of short-term debt instruments, including intercompany borrowings, ~~FHLB programs~~ and ~~commercial~~FHLB ~~paper~~programs.

In the event current resources do not satisfy the Company’s needs, the Company may have to seek additional financing. The availability of additional financing will depend on a variety of factors, including market conditions, the availability of credit generally and specifically to the financial services industry, market liquidity, the Company’s credit ratings, as well as the possibility that customers or lenders could develop a negative perception of the Company’s long- or short-term financial prospects if it incurs large investment losses or if its level of business activity decreases. Similarly, the Company’s access to funds may be impaired if regulatory authorities or rating agencies take negative actions against it. The Company’s internal sources of liquidity may prove to be insufficient, and in such a case, it may not be able to successfully obtain additional financing on favorable terms, or at all.

As such, the Company may be forced to issue debt with terms and conditions that may be unfavorable to it, bear an unattractive cost of capital or sell certain assets, any of which could decrease the Company’s profitability and significantly reduce its financial flexibility. The Company’s results of operations, financial condition and cash flows could be materially adversely affected by disruptions in the capital and credit market.

B-12

Table of Contents

Difficult conditions in the global economy and capital markets could adversely affect the Company’s business and operating results and these conditions may not improve in the near future.

At times throughout the past few years, volatile conditions have characterized financial markets. Stressed conditions, volatility and disruptions in global capital markets, particular markets or financial asset classes could adversely affect the Company’s investment portfolio. Disruptions in one market or asset class can also spread to other markets or asset classes.

B-13

General economic conditions could also adversely affect the Company by impacting consumer behavior and pressuring investment results. Consumer behavior changes could include decreased demand for the Company’s products. For example, holders of interest-sensitive life insurance and annuity products may engage in an elevated level of discretionary withdrawals of contractholder funds. Investment results could be adversely affected as deteriorating financial and business conditions affect the issuers of the securities in the investment portfolio.

The impact on distributors, vendors and customers of sustained or significant deterioration in economic conditions could adversely affect the Company’s business.

The Company is exposed to risks associated with the potential financial instability of its customers and distributors, many of whom may be adversely affected by volatile conditions in the financial markets or an economic slowdown. As a result of uncertainties with respect to financial institutions and the global credit markets, ~~increases~~changes in energy costs, and other macroeconomic challenges currently or potentially affecting the economy of the U.S. and other parts of the world, customers and distributors may experience serious cash flow problems and other financial difficulties. In addition, events in the U.S. or foreign markets and political and social unrest in various countries around the world can impact the global economy and capital markets. The impact of such events is difficult to predict. Protectionist trade policy actions, such as tariffs and quotas could adversely affect the Company’s investment results, as an increase in the scope and size of tariffs could disrupt global supply chains and increase inflationary pressures which may have an adverse effect on economic activity. As a result, they may modify, delay, or cancel plans to buy or sell the Company’s products, or make changes in the mix of products bought or sold, that are unfavorable to the Company.

In addition, the Company is susceptible to risks associated with the potential financial instability of the vendors on which the Company relies to provide services or to whom the Company delegates certain functions. The same conditions that may affect the Company’s distributors could also adversely affect the Company’s vendors, causing them to significantly and quickly increase their prices or reduce their output. The Company’s business depends on its ability to perform, in an efficient and uninterrupted fashion, its necessary business functions, and any interruption in the services provided by third parties could also adversely affect the Company’s business, results of operations and financial condition.

Potential changes to the manner in which the London Inter-bank Offered Rate ("LIBOR") is determined and the ~~potential for the~~ replacement ~~or discontinuation~~ of LIBOR as a benchmark interest rate may affect the Company’s cost of capital and net investment income.

LIBOR is an interest rate benchmark which ~~underpins~~historically underpinned hundreds of trillions of dollars of financial contracts around the world; it iswas available in five currencies and a range of tenors. On July 27, 2017, the U.K. Financial Conduct Authority ("FCA") announced that it ~~will~~would no longer persuade or compel LIBOR panel banks to submit LIBOR quotes after 2021. Intercontinental Exchange ("ICE") Benchmark Administration Limited ("IBA"), the administrator of LIBOR engaged in a published consultation with market participants, panel banks, and official sector bodies regarding the potential to continue publication of certain widely used LIBOR settings after December 31, 2021. Subsequently, IBA published a consultation on its intention to cease publication of all LIBOR settings in all currencies and tenors, except overnight, 1-, 3-, 6-, and 12-month USD LIBOR, after the publication of LIBOR on December 31, 2021 (with the remaining USD LIBOR settings to cease publication after June 30, 2023), and the FCA announced the future cessation or loss of representativeness of the 35 LIBOR benchmark settings published by IBA. This announcement triggered the fixing of the fallback spread adjustment, administered by Bloomberg Index Services Limited, for each of the affected LIBOR benchmark settings. It remains unclear if, how and in what form, LIBOR may continue to exist after that date, however, public statements by the FCA suggest any new LIBOR settings beyond the 2021 and 2023 dates will be temporary and limited in scope. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (constituted of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate ("SOFR") which is intended, but not mandated, to replace U.S. dollar LIBOR, and SOFR-based ~~investment~~cash and derivative products have been issued in the U.S. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. ~~Markets~~On ~~are~~March ~~slowly~~15, 2022, ~~developing~~the Adjustable Interest Rate (LIBOR) Act (the "LIBOR ACT"), the federal legislation to address the potential disruption of contractual continuity and litigation risk posed by financial instruments that incorporate U.S. Dollar LIBOR as a reference rate, was signed into law. Cash and derivatives markets continue to develop in response to ~~these~~SOFR ~~new~~and other benchmark rates and questions around liquidity in these rates and how to ~~appropriately~~mitigate ~~adjust~~or ~~these rates to~~ eliminate any economic value transfer at the time of transition remain a significant concern for the Company and others in the marketplace. The effect of any changes or reforms to LIBOR or discontinuation of LIBOR on new or existing financial instruments to which the Company has exposure or the activities in the Company’s businesses will vary depending on a variety of factors. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on certain derivatives and floating rate securities the Company holds, and any other assets, liabilities, models, assumptions, and the cost of capital, as well as contractual rights and obligations, whose value is tied to LIBOR. The value or profitability of these products and instruments may be adversely affected.

B-1314

the transition away from LIBOR on certain derivatives and floating rate securities the Company holds, and any other assets, liabilities, ~~Table~~models, assumptions, and the cost of ~~Contents~~ capital, as well as contractual rights and obligations, whose value is tied to LIBOR. The value or profitability of these products and instruments may be adversely affected.

Risks Related to Investments

The Company is exposed to significant financial market risk, which may adversely affect its results of operations and financial condition, and may cause the Company’s net investment income to vary from period to period.

The Company is exposed to significant financial market risk, including changes in interest rates, credit spreads, equity prices, real estate values, foreign currency exchange rates, domestic and foreign market volatility, the performance of the economy in general, the performance of specific obligors included in its portfolio and other factors outside the Company’s control. Adverse changes in these rates, spreads and prices may occur due to changes in monetary policy and the economic climate, the liquidity of a market or market segment, investor return expectations and/or risk tolerance, insolvency or financial distress of key market makers or participants, or changes in market perceptions of credit worthiness.

The Company’s exposure to interest rate risk relates primarily to the market price and cash flow variability associated with changes in interest rates. The Company’s investment portfolio contains interest rate sensitive instruments, such as bonds and derivatives, which may be adversely affected by changes in interest rates from governmental monetary policies, domestic and international economic and political conditions and other factors beyond its control. U.S. long-term interest rates remain at relatively low levels by historical standards. During periods of low or declining interest rates, as cash becomes available from premiums on insurance and annuity policies and from the maturity, redemption or sale of existing securities or from other sources or as securities are realized prior to maturity, the yield on new investments will be lower than that on existing investments, thus lowering the average yield that the Company earns on its investment portfolio. Although the Company seeks to carefully measure and manage its interest rate risk positions, the Company’s estimate of the liability cash flow profile may be inaccurate, and it might need to sell assets in order to cover the liability, which could adversely affect the Company’s financial position and results of operations.

The Company’s insurance and investment products are also sensitive to interest rate fluctuations and expose the Company to the risk that falling interest rates or credit spreads will reduce the Company’s margin, or the difference between the returns earned on the investments that support the obligations under these products and the amounts that must be paid to policyholders and contractholders. Because the Company may reduce the interest rates credited on most of these products only at limited, pre-established intervals, and because some contracts have guaranteed minimum interest crediting rates, or may be subject to regulatory minimum rates, declines in interest rates may adversely affect the profitability of these products.

There may be economic scenarios, including periods of rising interest rates, that increase the attractiveness of other investments to the Company’s customers, which could increase life insurance policy loan, surrender, and withdrawal activity in a given period. Such situations could result in cash outflows requiring that the Company sell investments at a time when the prices of those investments are adversely affected, which may result in realized investment losses. Unanticipated withdrawals and terminations may also cause the Company to accelerate other expenses, which reduces net income in the period of the acceleration.

The Company’s exposure to credit spreads primarily relates to market price and cash flow variability associated with changes in credit spreads. A widening of credit spreads would increase unrealized losses or decrease unrealized gains in the investment portfolio and, if issuer credit spreads increase as a result of fundamental credit deterioration, would likely result in higher other-than-temporary impairments. Credit spread tightening will reduce net investment income associated with new purchases of fixed securities.

The Company invests ~~or may invest~~ a portion of its portfolio in in alternative investments, such as private equity funds, real estate funds, hedge funds and tax credit funds. The capital and surplus of the Company can be affected by changes in the underlying value of the investments. In addition, the timing and amount of distributions from such funds, which depend on particular events relating to the underlying investments, as well as the funds’ schedules for making distributions, can be inherently difficult to predict and can impact the Company’s net realized capital gains and losses.

The Company’s exposure to equity risk relates primarily to the potential for lower earnings associated with certain of the Company’s insurance businesses, such as variable annuities and investment advisory business, in each case where fee income is generally earned based upon the fair value of the assets under management. In addition, certain of the Company’s annuity products offer guaranteed benefits, which increase its potential benefit exposure. Statutory reserve and capital requirements for these products are sensitive to market movements, which could deplete capital. Increased reserve and capital requirements could lead to rating agency downgrades.

B-1415

Company’s annuity products offer guaranteed benefits, which increase its potential benefit exposure. Statutory reserve and ~~Table~~capital ofrequirements ~~Contents~~ for these products are sensitive to market movements, which could deplete capital. Increased reserve and capital requirements could lead to rating agency downgrades.

The Company is exposed to many different industries, issuers, and counterparties, and routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, hedge funds and other investment funds and institutions. Many of these transactions expose the Company to credit risk in the event of default of the counterparty. While counterparty risk is generally secured, the Company’s credit risk may be exacerbated when the collateral held by the Company cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due to it. The Company may have further exposure to these issuers in the form of holdings in unsecured debt instruments, derivative transactions and stock investments of these issuers. Realized losses or impairments to the carrying value of these assets may materially and adversely affect the Company’s business, results of operations and financial condition.

For additional information on market risk, see Quantitative and Qualitative Disclosures about Market Risk.

The Company uses derivative instruments to manage exposures and mitigate risks. See Note 2 and Note 6 to the audited statutory financial statements in the F pages of this report for additional information regarding the Company’s use of derivatives instruments.

The Company maintains an Asset Valuation Reserve ("AVR") as ~~prescribed~~ byestablished in accordance with the NAIC Annual Statement Instructions for Life and Accident and Health Insurance Companies for the purpose of offsetting potential credit related investment losses on each invested asset category, excluding cash, policy loans and income receivable. The Company records an Interest Maintenance Reserve ("IMR") as ~~prescribed~~established byin accordance with the NAIC Annual Statement Instructions for Life and Accident and Health Insurance Companies, which represents the net deferral for interest-related gains or losses arising from the sale of certain investments, such as bonds, mortgage loans and loan-backed and structured securities sold. See Note 2 ~~and~~ to the audited statutory financial statements included in the F pages of this report for additional information regarding the Company’s use of an AVR and IMR.

Some of the Company’s investments are relatively illiquid.

The Company holds certain investments that may lack liquidity, such as privately placed bonds and structured securities based upon residential or commercial mortgage loans or trust preferred securities, commercial mortgage loans, policy loans, consumer loans secured by securities portfolios, equity real estate, including real estate joint ventures and other limited partnership interests.

If the Company requires significant amounts of cash on short notice in excess of normal cash requirements or is required to post or return collateral in connection with the investment portfolio, derivatives transactions or securities lending activities, the Company may have difficulty selling these investments in a timely manner, be forced to sell them for less than the Company otherwise would have been able to realize, or both.

The Company does not have the intent to sell, nor is it more likely than not that it will be required to sell, bonds and stocks in an unrealized loss position. Investment losses, however, may be realized to the extent liquidity needs require the disposition of bonds and stocks in unfavorable interest rate, liquidity or credit spread environments.

The Company has exposure to mortgage-backed securities, which could cause declines in the value of its investment portfolio.

Securities and other capital markets products connected to residential mortgage lending, particularly those backed by non-agency loans, may become less liquid. The value of the Company’s investments in mortgage-backed securities may be negatively impacted by an unfavorable change in or increased uncertainty regarding delinquency rates, foreclosures, home prices, and refinancing opportunities. In addition, securities backed by commercial mortgages are sensitive to the strength of the related underlying mortgage loans, the U.S. economy, and the supply and demand for commercial real estate. Deterioration in the performance of the residential and commercial mortgage sector could cause declines in the value of that portion of the Company’s investment portfolios.

Defaults on commercial mortgage loans and volatility in performance may adversely affect the Company’s results of operations and financial condition.

A decline in the commercial real estate market within the U.S. resulting from changes in interest rates, real estate market conditions or an economic downturn may have a negative impact on the value of the Company’s commercial mortgage loan portfolio. The Company has a broadly diversified commercial mortgage loan portfolio (i.e., property type or geographic location), but negative developments across a certain property type or the occurrence of a negative event within a geographic region may have a significant negative impact, if the Company has some concentration risk within that property type or geographic region. The Company’s operations and financial conditions may be adversely affected from an increase in borrower defaults within the Company’s commercial mortgage loan portfolio.

B-1516

within a geographic region may have a significant negative impact, if the Company has some concentration risk within that property ~~Table~~type ofor ~~Contents~~ geographic region. The Company’s operations and financial conditions may be adversely affected from an increase in borrower defaults within the Company’s commercial mortgage loan portfolio.

The determination of the amount of allowances and impairments taken on the Company’s investments is judgmental and could materially impact its results of operations or financial position.

The Company’s determination of the amount of allowances and impairments varies by investment type and is based on its periodic evaluation and assessment of known and inherent risks associated with the relevant asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. The Company updates its evaluations regularly and reflects changes in allowances and impairments in operations as such evaluations are revised. Market volatility can make it more difficult to value the Company’s securities if trading in such securities becomes less frequent. In addition, a forced sale by holders of large amounts of a security, whether due to insolvency, liquidity, or other issues with respect to such holders, could result in declines in the price of a security. Furthermore, additional impairments may need to be taken or allowances provided for in the future. Historical trends may not be indicative of future impairments or allowances.

For additional information on the Company’s allowance and impairment review process, see Note 2 to the audited statutory financial statements included in the F pages of this report.

The Company’s valuation of investments is based on amortized cost, fair value, and the equity method of accounting in the Company’s statutory financial statements, which may be significantly different than the values at which the investments may ultimately be realized.

The Company’s investments primarily consist of bonds, stocks, investments in subsidiaries, mortgage loans, policy loans, cash equivalents, short-term investments and alternative investments. On the basis of accounting practices prescribed or permitted, as applicable, by the ODI the carrying value of such investments is as follows:

• Bonds are generally stated at amortized cost, except those with an NAIC designation of "6", which are stated at the lower of amortized cost or fair value. Changes in fair value of bonds stated at fair value are charged to capital and surplus. • Loan-backed and structured securities, which are included in bonds in the statutory financial statements, are stated in a manner consistent with the bond guidelines, but with additional consideration given to the special valuation rules implemented by the NAIC applicable to residential mortgage-backed securities that are not backed by U.S. government agencies, commercial mortgage-backed securities and certain other structured securities. Under these guidelines, an initial and adjusted NAIC designation is determined for each security. The initial NAIC designation, which takes into consideration the security’s amortized cost relative to an NAIC-prescribed valuation matrix, is used to determine the reporting basis (i.e., amortized cost or lower of amortized cost or fair value). • Preferred stocks are generally stated at amortized cost, except those with an NAIC designation of "4" through "6", which are stated at the lower of amortized cost or fair value. Common stocks are stated at fair value. Changes in fair value of stocks stated at fair value are charged to capital and surplus. • The investment in the Company’s wholly-owned insurance subsidiaries, NLAIC and Eagle, and wholly-owned noninsurance subsidiaries, NISC and NIA, are carried using the equity method of accounting. The Company’s investment in JNF, an unaudited downstream noninsurance holding company, is based on the individual audited subsidiary, controlled and affiliated entities owned by the holding company in accordance with the "look through" provisions of Statements of Statutory Accounting Principles ("SSAP") No. 97, Investments in Subsidiary, Controlled and Affiliated Entities. Investments in NLAIC, JNF and NISC are included in stocks, and the investment in Eagle is included in other invested assets on the statutory statements of admitted assets, liabilities, capital and surplus.

•Bonds ~~Commercial mortgage loans~~ are ~~recorded~~generally stated at ~~unpaid~~amortized ~~principal balance~~cost, ~~adjusted~~except ~~for~~those ~~premiums~~with ~~and~~an ~~discounts,~~NAIC ~~less~~designation aof ~~valuation allowance. • Policy loans~~"6", which are ~~collateralized~~stated ~~by the related insurance policy, are carried~~ at the ~~outstanding~~lower ~~principal~~of ~~balance~~amortized ~~and~~cost door ~~not~~fair ~~exceed the cash surrender~~ value ~~of the policy~~. AsChanges ~~such,~~in nofair ~~valuation~~value ~~allowance for policy loans is required. • Short-term investments consist primarily~~ of ~~government~~bonds ~~agency~~stated ~~discount notes with maturities of twelve months or less~~ at ~~acquisition~~fair ~~and~~value are ~~carried~~charged atto ~~amortized~~capital ~~cost,~~and ~~which approximates fair value~~surplus.

• ~~Alternative investments are generally reported based on the equity method of accounting.~~

Loan-backed and structured securities, which are included in bonds in the statutory financial statements, are stated in a manner consistent with the bond guidelines, but with additional consideration given to the special valuation rules implemented by the NAIC applicable to residential mortgage-backed securities that are not backed by U.S. government agencies, commercial mortgage-backed securities and certain other structured securities. Under these guidelines, an initial and adjusted NAIC designation is determined for each security. The initial NAIC designation, which takes into consideration the security’s amortized cost relative to an NAIC-prescribed valuation matrix, is used to determine the reporting basis (i.e., amortized cost or lower of amortized cost or fair value).

•

Preferred stocks are generally stated at amortized cost, except those with an NAIC designation of "4" through "6", which are stated at the lower of amortized cost or fair value. Common stocks are stated at fair value. Changes in fair value of stocks stated at fair value are charged to capital and surplus.

•

The investment in the Company’s wholly-owned insurance subsidiaries, NLAIC and Eagle, and wholly-owned noninsurance subsidiaries, NISC and NIA, are carried using the equity method of accounting. The Company’s investment in JNF, an unaudited downstream noninsurance holding company, is based on the individual audited subsidiary, controlled and affiliated entities owned by the holding company in accordance with the "look through" provisions of Statements of Statutory Accounting Principles ("SSAP") No. 97, Investments in Subsidiary, Controlled and Affiliated Entities. Investments in NLAIC, JNF and NISC are included in stocks, and the investment in Eagle is included in other invested assets on the statutory statements of admitted assets, liabilities, capital and surplus.

•

Commercial mortgage loans are recorded at unpaid principal balance, adjusted for premiums and discounts, less a valuation allowance.

•

Policy loans, which are collateralized by the related insurance policy, are carried at the outstanding principal balance and do not exceed the cash surrender value of the policy. As such, no valuation allowance for policy loans is required.

•

Cash equivalents include highly liquid investments with original maturities of less than three months and amounts on deposit in internal qualified cash pools.

•

Short-term investments consist primarily of government agency discount notes with maturities of twelve months or less at acquisition and are carried at amortized cost, which approximates fair value.

B-17

•

Alternative investments are generally reported based on the equity method of accounting.

Investments not carried at fair value in the Company’s statutory financial statements (certain bonds and stocks and commercial mortgage loans) may have fair values which are substantially higher or lower than the carrying value reflected in the Company’s statutory financial statements. Each such asset class is regularly evaluated for impairment under the accounting guidance appropriate to the respective asset class.

B-16

Table of Contents

The Company’s valuation of certain bonds and stocks held at fair value may include methodologies, estimates and assumptions which are subject to differing interpretations and could result in changes to investment valuations that may materially and adversely affect the Company’s results of operations or financial condition.

See Note 2 to the audited statutory financial statements, included in the F pages of this report, for a discussion of the Company’s fair value categories and valuation methodologies.

The determination of fair values in the absence of quoted market prices is based on valuation methodologies, values of securities the Company deems to be comparable, and assumptions deemed appropriate given the circumstances. The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within the Company’s statutory financial statements, and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on the Company’s results of operations or financial condition.

Risks Related to the Legal and Regulatory Environment of the Insurance Industry

Certain changes in accounting and/or financial reporting standards issued by the National Association of Insurance Commissioners, state insurance departments, the Securities and Exchange Commission or other standard-setting bodies could have a material adverse impact on the Company’s financial condition or results of operations.

The Company’s insurance entities are required to comply with the Statutory Accounting Principles ("SAP") established by the NAIC and adopted and administered by state departments of insurance. The various components of SAP (such as actuarial reserve methodologies) are currently subject to review by the NAIC and its task forces and committees, as well as by state insurance departments, in an effort to address emerging issues and otherwise improve or alter financial reporting. Calculations made in accordance with SAP also govern the ability of the Company’s insurance entities to pay dividends to their respective parent companies. The NAIC is working to reform state regulation in various areas, including comprehensive reforms relating to life insurance reserves and the accounting for such reserves. The Company cannot predict whether or in what form reforms will be enacted and, if so, whether the enacted reforms will positively or negatively affect the Company’s insurance entities.

The Accounting Manual provides that state insurance departments may permit insurance companies domiciled therein to depart from SAP through prescribed practices or by granting them permitted practices. Olentangy was granted a permitted practice from the State of Vermont, allowing Olentangy to carry assets placed in a trust account by Union Hamilton Reinsurance Ltd. and held for the benefit of the ceding insurer, under a reinsurance agreement that increased NLAIC’s valuation of Olentangy by $67 million as of December 31, 2019 and 2018. Eagle applies prescribed practices from the State of Ohio that allow an alternative reserve basis on assumed obligations, with respect to specified GMDB and GLWB contract riders provided under substantially all of the variable annuity contracts issued and to be issued by NLIC, and effective December 31, 2019, an alternative reserve basis on assumed obligations with respect to specified GLWB contract riders provided under certain fixed indexed annuity contracts issued and to be issued by NLAIC. The prescribed practice related to NLIC guaranteed risks decreased NLIC’s valuation of this subsidiary by $411 million and $183 million as of December 31, 2019 and 2018, respectively. The prescribed practice related to NLAIC guaranteed risks increased NLIC’s valuation of this subsidiary by $226 million as of December 31, 2019.

Olentangy was granted a permitted practice from the State of Vermont, allowing Olentangy to carry assets placed in a trust account by Union Hamilton Reinsurance Ltd. and held for the benefit of the ceding insurer, under a reinsurance agreement that increased NLIC and NLAIC’s valuation of Olentangy by $67 million as of December 31, 2022 and December 31, 2021.

Eagle applies one prescribed practice with multiple applications as provided under the State of Ohio’s captive law that allows an alternative reserve basis on assumed obligations, with respect to specified GMDB and GLWB contract riders provided under substantially all of the variable annuity contracts issued and to be issued by NLIC and an alternative reserve basis on assumed obligations with respect to specified GLWB contract riders provided under certain fixed indexed annuity contracts issued and to be issued by NLIC and NLAIC. The prescribed practice related to risks ceded by NLIC decreased NLIC’s valuation of this subsidiary by $1,071 million and $791 million as of December 31, 2022 and December 31, 2021, respectively. The prescribed practice related to risks ceded by NLAIC increased NLIC’s valuation of this subsidiary by $953 million and $810 million as of December 31, 2022 and December 31, 2021, respectively.

Beginning in 2021, NLIC and NLAIC apply a prescribed practice from the state of Ohio, Ohio Administrative Code Section 3901-1-67, Alternative Derivative and Reserve Accounting Practices ("OAC 3901-1-67"), to their derivative instruments hedging indexed annuity products and indexed annuity reserve liabilities in order to better align the measurement of indexed product reserves and the derivatives that hedge them. Under the prescribed practice, derivative instruments are carried at amortized cost with the initial hedge cost amortized over the term and asset payoffs realized at the end of the

B-18

term being reported through net investment income, rather than the derivative instruments being carried at fair value with asset payoffs realized over the term through net realized capital gains and losses. Additionally, the cash surrender value reserves for indexed annuity products only reflect index interest credits at the end of the crediting term as compared to partial index interest credits accumulating throughout the crediting term in increase in reserves for future policy benefits and claims. The application of this prescribed practice on NLIC’s eligible derivative instruments and indexed products resulted in an increase of NLIC’s statutory surplus by an immaterial amount as of December 31, 2022 and December 31, 2021. The application of this prescribed practice on NLAIC’s eligible derivative instruments and indexed products resulted in an increase of NLIC’s subsidiary valuation of NLAIC by $232 million as of December 31, 2022 and a decrease of NLIC’s subsidiary valuation of NLAIC by $274 million as of December 31, 2021.

However, the Company cannot predict what permitted and prescribed practices any applicable state insurance department may allow or mandate in the future, nor can the Company predict whether or when the insurance departments of states of domicile of the Company’s competitors may permit them to utilize advantageous accounting practices that depart from SAP. Moreover, although states generally defer to the interpretations of the insurance department of the state of domicile with respect to the application of regulations and guidelines, neither the action of the domiciliary state nor the action of the NAIC is binding on a non-domiciliary state. Accordingly, a state could choose to follow a different interpretation. The Company can give no guarantees that future changes to SAP or components of SAP, or the ability to apply a prescribed practice or the granting of permitted practices to the Company’s competitors, will not have a material impact on the Company’s financial condition or results of operations.

The Company’s insurance entities are subject to extensive regulation.

The Company’s insurance entities are subject to extensive state regulatory oversight in the jurisdictions in which each does business, as well as to federal oversight inwith ~~some~~respect ~~aspects~~to certain portions of their business. Insurance companies are regulated by the insurance departments of the states in which they are domiciled or licensed. The primary purpose of such regulatory supervision is to protect policyholders, rather than the Company. State insurance authorities have broad administrative powers with respect to various aspects of the insurance business. Accordingly, the Company could be adversely affected by, among other things, changes in state law relating to advertising and marketing; privacy; climate change; acquisitions; payment of dividends; the form and content of insurance policies (including pricing); operating and agent licenses; regulation of premium rates; premium tax increases; rating and underwriting restrictions and limitations; asset and reserve valuation requirements; enterprise risk management; surplus requirements; accounting standards; RBC requirements, statutory reserve and capital requirements; assessments by guaranty associations; affiliate transactions; unfair trade and claims practices; admittance of assets to statutory surplus; maximum interest rates on life insurance policy loans and minimum accumulation or surrender values; the type, amounts and valuations of investments permitted; reinsurance transactions, including the role of captive reinsurance; and other matters. Changes in state regulations, or in the interpretation or application of existing state laws or regulations may adversely impact the Company’s pricing, capital requirements, reserve adequacy or exposure to litigation and could increase the costs of regulatory compliance.

BChanges are often implemented by state regulators in order to benefit policyholders to the detriment of insurers. State insurance regulators and the NAIC continually re-17examine existing laws and regulations and may impose changes in the future that put further regulatory burdens on the Company, and thus, could have an adverse effect on its results of operations and financial condition.

In addition, state insurance laws, rather than federal bankruptcy laws, govern the liquidation or restructuring of insurance ~~Table~~companies. Virtually all states in which the Company operates require the Company bear a portion of ~~Contents~~ the loss suffered by some insureds as a result of impaired or insolvent insurance companies via participation in state guaranty associations.

~~administrative~~From ~~powers~~time ~~with respect~~ to ~~various~~time, ~~aspects of the insurance~~increased ~~business.~~scrutiny ~~The~~has ~~Company~~been ~~could~~placed beupon ~~adversely~~the ~~affected~~U.S. ~~by,~~insurance ~~among~~regulatory ~~other things~~framework, ~~changes in state law relating to marketing, privacy, acquisitions, payment of dividends, reinsurance, the form~~ and ~~content~~a ofnumber ~~insurance policies (including pricing), licensing, regulation~~ of ~~premium~~state ~~rates,~~legislatures ~~premium~~have ~~tax~~considered ~~increases,~~or ~~rating~~enacted ~~and~~legislative ~~underwriting~~measures ~~restrictions~~that ~~and limitations~~alter, ~~asset~~ and ~~reserve~~in ~~valuation requirements, enterprise risk management, surplus requirements, limitations on investments, accounting~~many ~~standards~~cases ~~and RBC requirements. Also~~increase, ~~applicable~~ state ~~insurance~~authority ~~laws, rather than federal bankruptcy laws, apply~~ to ~~the~~regulate ~~liquidation or restructuring of~~ insurance ~~companies,~~ and ~~certain~~reinsurance ~~states require insurers to participate in various types of guaranty associations or other similar arrangements for impaired or insolvent insurance~~ companies. ~~The~~In ~~primary~~addition ~~purpose of such regulatory supervision is~~ to ~~protect~~legislative ~~policyholders,~~initiatives ~~rather~~of ~~than~~this ~~the Company. Changes in regulations~~type, ~~or in~~ the ~~interpretation~~ orNAIC ~~application of existing laws or regulations, may adversely impact pricing, capital requirements, reserve adequacy, or exposure to litigation~~ and ~~could~~insurance ~~increase~~regulators ~~the~~are ~~costs~~regularly ofinvolved ~~regulatory compliance. The Company cannot predict the effect that any proposed or future legislation or change~~ in ~~the~~a ~~interpretation~~process ~~or application~~ of re-examining existing laws orand regulations ~~may~~and ~~have~~their onapplication ~~its~~to insurance ~~financial~~and ~~condition~~reinsurance ~~or results of operations~~companies.

~~From~~At ~~time~~the tofederal ~~time~~level, ~~increased~~the ~~scrutiny~~Company ~~has~~could ~~been~~be ~~placed~~affected ~~upon~~by ~~the U.S.~~laws ~~insurance regulatory framework,~~ and aregulations ~~number~~that ofmay ~~state~~affect ~~legislatures~~certain ~~have~~aspects ~~considered~~of orthe ~~enacted~~insurance ~~legislative~~industry. ~~measures~~While ~~that~~the ~~alter,~~federal ~~and~~government in ~~many~~most ~~cases~~contexts ~~increase,~~currently ~~state~~does ~~authority~~not todirectly regulate ~~insurance~~the ~~and reinsurance companies. In addition to~~insurance ~~legislative initiatives of this type~~business, ~~the~~federal ~~NAIC~~legislation and ~~insurance~~administrative ~~regulators~~policies ~~are regularly involved~~ in a ~~process~~number of ~~re-examining~~areas, ~~existing~~including ~~laws~~limitations ~~and~~on ~~regulations~~antitrust ~~and~~immunity, ~~their~~minimum ~~application~~solvency torequirements, ~~insurance~~systemic ~~and~~risk ~~reinsurance~~regulation, ~~companies~~grant ~~and~~of ~~may~~resolution ~~impose~~authority ~~changes~~to ina ~~the future~~federal ~~that~~agency, ~~put~~uniform ~~further~~market conduct ~~regulatory~~standards, ~~burdens~~credit onfor ~~insurers~~reinsurance ~~and~~initiatives, ~~thus,~~other ~~could~~proposals ~~have~~at anthe ~~adverse~~federal ~~effect~~level onto ~~NLIC~~replace ~~and~~or ~~NLAIC’s~~streamline ~~results~~state ofregulatory ~~operations~~processes, employment and ~~financial~~employee ~~condition.~~benefits ~~Changes~~regulation, ~~are~~financial ~~often~~services ~~implemented~~regulation, inand ~~order~~federal totaxation, ~~benefit~~can significantly ~~policyholders~~affect to the ~~detriment of~~insurance ~~insurers~~business.

At the federal level, the Company could be affected by laws and regulations that may affect certain aspects of the insurance industry. While the federal government in most contexts currently does not directly regulate the insurance business, federal legislation and administrative policies in a number of areas, including limitations on antitrust immunity, minimum solvency requirements, systemic risk regulation, grant of resolution authority to a federal agency, uniform market conduct standards, credit for reinsurance initiatives, other proposals at the federal level to replace or streamline state regulatory processes, employee benefits regulation, age, sex and disabilityB-~~based discrimination, financial services regulation, and federal taxation, can significantly affect the insurance business.~~19

InThis ~~February~~state ~~2017~~regulatory ~~President~~oversight ~~Trump issued an executive order directing the Secretary of the Treasury to consult with the heads of the member agencies of the FSOC,~~ and ~~report~~various toproposals ~~the~~at ~~President on~~ the ~~extent~~federal tolevel ~~which~~could ~~existing laws and regulations promote certain core principles of regulation of the financial system that are outlined~~ in the ~~order.~~future Inadversely ~~October~~affect ~~2017, in response to President Trump~~the Company’s ~~February~~ability ~~2017~~to ~~executive~~sustain ~~order,~~adequate ~~the~~returns ~~U.S.~~in Department of the Treasury released a report titled "A Financial System That Creates Economic Opportunities - Asset Management and Insurance." The report identifies laws, regulations and other requirements that promote or inhibit certain ~~core~~lines ~~principles~~ of ~~financial regulation that are outlined in the order~~business. Among other things, the report recommends that primary federal and state regulators should focus on potential systemic risks arising from products and activities, and on implementing regulations that strengthen the asset management and insurance industries as a whole, rather than focusing on an entity-based regulatory regime. The ~~report~~Company ~~also~~cannot ~~affirms~~predict the ~~role~~effect ofany ~~the~~proposed ~~U.S.~~or ~~state-based~~future ~~system~~legislation ofor ~~insurance~~change ~~regulation.~~in ~~In addition,~~ the ~~report~~interpretation ~~supports~~or ~~current~~application ~~efforts at the Department~~ of ~~Labor~~existing ~~("DOL")~~laws toor ~~reexamine,~~regulations ~~and~~may ~~delay~~have full implementation of, the Fiduciary Rule, and encourages the DOL and SEC to work with state insurance regulators to evaluate the impacts of a fiduciary rule across markets. The Company is evaluating the recommendations set forth in the report and their potential impact on its financial ~~business.~~condition ~~The~~or ~~Company~~results ~~cannot predict whether any~~ of ~~the recommendations will ultimately become laws, regulations or other requirements applicable to its business~~operations.

~~This~~A ~~state~~failure ~~regulatory~~to ~~oversight~~comply ~~and~~with ~~various~~rules ~~proposals~~and atregulations ~~the federal~~in ~~level~~a jurisdiction could inlead to disciplinary action, the ~~future~~imposition ~~adversely~~of ~~affect~~fines or the ~~Company’s~~revocation ~~ability~~of tothe ~~sustain~~license, ~~adequate~~permission ~~returns~~or inauthorization ~~certain~~necessary ~~lines~~to ofconduct the Company’s business. Itin isthat ~~not~~jurisdiction, ~~possible~~all toof ~~predict~~which ~~the~~could ~~future~~have ~~impact~~a ofmaterial ~~changing~~adverse ~~regulation~~effect on the ~~Company’s~~continued ~~financial condition~~conduct orof ~~results~~business ofin ~~operations~~a particular jurisdiction.

In addition to the risks described herein, any shutdown of the U.S. federal government could significantly impact the non-emergency operations of the Company's federal regulators. As a result, a shutdown may also affect the timeline for product filings requiring a federal regulator’s approval.

The Company could be adversely affected if its controls designed to ensure compliance with guidelines, policies and legal and regulatory standards are not effective.

The Company’s business is highly dependent on the ability to engage on a daily basis in a large number of insurance underwriting, claims processing and investment activities, many of which are highly complex. These activities often are subject to internal guidelines and policies, as well as to legal and regulatory standards. A control system, no matter how well-designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Ineffective controls could lead to financial loss, unanticipated risk exposure (including underwriting, credit and investment risk) or damage to the Company’s reputation.

B-18

Table of Contents

well-designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Ineffective controls could lead to financial loss, unanticipated risk exposure (including underwriting, credit and investment risk) or damage to the Company’s reputation.

Litigation or regulatory actions could have a material adverse impact on the Company.

Current and future litigation or regulatory investigations and actions in the ordinary course of operating the Company’s business, including class action lawsuits, may negatively affect the Company by resulting in the payment of substantial awards or settlements, increasing legal and compliance costs, requiring the Company to change certain aspects of its business operations, diverting management attention from other business issues, harming the Company’s reputation with customers or making it more difficult to retain current customers and to recruit and retain agents or Nationwide employees. See Note 13 to the audited statutory financial statements, included in the F pages of this report, for a description of litigation and regulatory actions.

The amount of statutory capital and surplus that the Company and its ~~insurance~~ insurance subsidiaries have and the amount of statutory capital and surplus they must hold can vary significantly from time to time and is sensitive to a number of factors outside of the Company’s control, including equity market and credit market conditions and the regulatory environment and rules.

The Company conducts the vast majority of its business through its licensed insurance entities. Insurance regulators and the NAIC prescribe accounting standards and statutory capital and reserve requirements for the Company and its U.S. insurance entities. The NAIC has established regulations that provide minimum capitalization requirements based on RBC formulas for life insurance companies. The RBC formula for life companies establishes capital requirements relating to insurance, business, asset and interest rate risk, including equity, interest rate, operational and management and expense recovery risks associated with life and annuity products that contain death benefits and/or certain living benefits.

In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors, including the amount of statutory income or losses generated by the Company’s insurance entities (which itself is sensitive to equity market and credit market conditions), the amount of additional capital they must hold to support their business growth, changes in equity market levels, changes in reserve requirements, credit market volatility, changes in consumer behavior, the value of certain bonds in their investment portfolios, the value of certain derivative instruments that do not get hedge accounting treatment, changes in interest rates and foreign currency exchange rates, and changes to the NAIC RBC formulas. Nationally Recognized Statistical Rating Organizations ("NRSROs") may also implement changes to their internal models, which differ from the NAIC RBC model, that have the effect of increasing or decreasing the amount of statutory capital that the Company’s insurance entities must hold in order to maintain their current ratings. Increases in the amount of required statutory reserves reduce the statutory surplus used in calculating the Company’s insurance entities’ RBC ratios.

InEffective ~~December~~for ~~2017~~2021, ~~President Trump signed into law H.R.1, commonly referred to as~~ the ~~Tax~~Company ~~Cuts~~reflected ~~and Jobs Act. Following~~ the ~~reduction in the federal corporate income tax rate pursuant to the Tax Cuts and Jobs Act, the~~ NAIC ~~adopted~~implemented ~~revisions~~adjustments to ~~certain~~various investment factors ~~used to calculate life RBC. These revisions to the NAIC’s life RBC calculation have resulted in increases in RBC charges~~ and ~~reductions in the RBC ratios of the Company’s insurance entities. The NAIC is also studying RBC revisions for bonds, real estate, and~~ longevity ~~risk, but the~~ ~~Company is currently unable to project the impact of any potential regulatory changes resulting from such proposals~~risk.

The Company’s insurance entities’ statutory surplus and RBC ratios have a significant influence on their financial strength ratings, which, in turn, are important to their ability to compete effectively. To the extent that any of the Company’s insurance entities’ statutory capital resources are deemed to be insufficient to maintain a particular rating by one or more rating agencies, capital may need to be raised. If the Company is unable to raise additional capital in such a scenario, any ratings downgrade that followed could have a material adverse effect on its business, financial condition, results of operations and liquidity. See Note 14 to the audited statutory financial statements, included in the F pages of this report, for a further discussion of RBC.

B-20

ratings downgrade that followed could have a material adverse effect on its business, financial condition, results of operations and liquidity. See Note 14 to the audited statutory financial statements included in the F pages of this report for a further discussion of RBC.

Changes in tax laws could adversely affect the Company.

Congress has periodically considered legislation that, if enacted, could materially reduce or eliminate many of the tax advantages of purchasing and owning annuity and life insurance products, such as disallowing a portion of the income tax interest deduction for many businesses that own life insurance~~, and could impose a "financial crisis responsibility fee" on certain insurance companies~~. In addition, Congress has considered proposals to further limit contributions to retirement plans and accelerate the distributions from such plans after the death of the participant. If these proposals or other changes affecting the taxation of life insurance and/or annuity contracts, or the qualification requirements for retirement plans, were to be enacted, the Company’s sale of COLI, BOLI, variable annuities, variable life products and other retirement plan products could be adversely affected.

B-19

Table of Contents

changes affecting the taxation of life insurance and/or annuity contracts, or the qualification requirements for retirement plans, were to be enacted, the Company’s sale of COLI, BOLI, variable annuities, variable life products and other retirement plan products could be adversely affected.

Congress and various state legislatures also have considered proposals to reduce the taxation of certain products or investments that may compete with life insurance. Legislation that increases the taxation on insurance products or reduces the taxation on competing products could lessen the advantage or create a disadvantage for certain of the Company’s products, making them less competitive. Such proposals, if adopted, could have a material effect on the Company’s profitability and financial condition or ability to sell such products, and could result in the surrender of some existing contracts and policies.

The products that the Company sells have different tax characteristics, in some cases generating tax deductions for the Company. The level of profitability of certain products is significantly dependent on these characteristics and the Company’s ability to continue to generate taxable income, which is taken into consideration when pricing products and is a component of the Company’s capital management strategies. Accordingly, changes in tax law, the Company’s ability to generate taxable income, or other factors impacting the availability or value of the tax characteristics generated by the Company’s products, could impact product pricing and returns or require the Company to reduce its sales of these products or implement other actions that could be disruptive to the Company’s businesses. In addition, the adoption of "principles-based" approaches for statutory reserves may lead to significant changes to the way tax reserves are determined and thus reduce future tax deductions.

The Company has incorporated changes in RBC calculations at year end 2018 as a result of the Tax Cuts and Jobs Act. Changes primarily in asset, insurance and interest rate risk factors increased capital and decreased RBC ratios of the Company’s insurance entities. RBC ratios after the adjustment remained well above required minimums.

See "Business—Tax Matters" for further discussion of other changes in federal tax laws and regulations that may adversely affect the Company’s business, results of operations and financial condition.

Changes to regulations under ERISA could adversely affect the Company’s distribution model, by restricting the Company’s ability to provide customers with advice.

The prohibited transaction rules of ERISA and the IRC generally restrict the provision of investment advice to ERISA plans and participants and Individual Retirement Account ("IRAs") owners, if the investment recommendation results in fees paid to the individual advisor, his or her firm, or their affiliates, that vary according to the investment recommendation chosen. Although the DOL issued final regulations which provide limited relief from these investment advice restrictions, the investment advice restrictions could restrict the ability of the Company’s affiliated broker-dealers and their registered representatives to provide investment advice to ERISA plans and participants and with respect to IRAs. Also, the investment advice restrictions may require the fee and revenue arrangements of certain advisory programs to be revenue neutral, resulting in potential lost revenues for these broker-dealers and their affiliates. However, the DOL’s new proposed 2020 PTE may provide further relief from existing investment advice limitations under ERISA. A final PTE was adopted on December 18, 2020 and took effect on February 16, 2021.

In addition, the DOL has issued a number of regulations that increase the level of disclosure that must be provided to plan sponsors and participants. These ERISA disclosure requirements will increase the Company’s regulatory and compliance burden, resulting in increased costs. See "Business – The Company’s insurance entities are subject to extensive regulation" for further information on the impact of regulations issued by the DOL.

Changes in state insurance laws regarding the suitability of product sales and fiduciary/best interest standards may affect the Company’s operations and profitability.

The Company’s annuity sales practices are currently subject to strict regulation. State insurance regulators are becoming more active in adopting and enforcing suitability standards with respect to sales of annuities, both fixed and variable. Following the NAIC’s February 2020 adoption of amendments to its model annuity suitability rule incorporating a best interest standard, itmultiple isstates ~~probable~~have ~~that~~adopted ~~they~~or ~~will~~proposed beamendments ~~adopted~~incorporating bythe ~~multiple~~updated ~~states~~NAIC model. Some states have already enacted or proposed legislation to impose new or expanded fiduciary/best interest standards on broker-dealers, investment advisors and/or insurance agents providing services to retail investors. Additionally, some state regulators have adopted or signaled they will be pursuing rule-making in this space. For example, on August 1, 2018 the NY DFS adopted "best interest" amendments to its existing annuity suitability regulation and expanded its scope to include "in-force" recommendations and life insurance policies. Any material changes to the standards governing the Company’s sales practices, including applicable state laws and regulations, could affect the Company’s business, results of operations and financial condition. See "Business—Regulation—Annuity Sales Practices."

B-2021

regulators have adopted or signaled they will be pursuing rule-making in this space. For example, and subject to an appeal, on ~~Table~~August 1, 2018 the NY DFS adopted "best interest" amendments to its existing annuity suitability regulation and expanded its scope to include "in-force" recommendations and life insurance policies. Any material changes to the standards governing the Company’s sales practices, including applicable state laws and regulations, could affect the Company’s business, results of ~~Contents~~ operations and financial condition. See "Business—Regulation—Annuity Sales Practices."

The Company may be unable to mitigate the impact of Regulation XXX and Actuarial Guideline 38, potentially resulting in a negative impact to NLAIC’s capital position and/or a reduction in sales of NLAIC’S term and universal life insurance products.

~~The~~NLAIC ~~NAIC~~has ~~Model~~implemented ~~Regulation~~reinsurance ~~entitled~~and ~~"Valuation~~capital ofmanagement ~~Life Insurance~~transactions ~~Policies,"~~to ~~commonly~~mitigate ~~known~~the ascapital "impact of Regulation XXX," ~~establishes~~and ~~statutory~~AG ~~reserve~~38 ~~requirements~~ for certain term life insurance ~~policies~~ and universal life insurance policies with secondary guarantees. These arrangements are subject to review by state insurance regulators and rating agencies and, ~~such~~for any new transactions entered into in the future, are subject to AG 48 as well. For those ~~issued~~insurance bypolicies where NLAIC. ~~Actuarial~~has ~~Guideline~~not implemented 38reinsurance ("and capital management transactions to mitigate the capital impact of Regulation XXX and AG 38"), NLAIC has experienced a negative impact on its financial condition and results of operations. If NLAIC is ~~intended~~unable to ~~clarify~~implement solutions to mitigate the ~~application~~impact of in force Regulation XXX ~~with~~and ~~respect~~AG 38 business, this may continue to ~~certain~~have ~~universal~~a ~~life~~negative ~~insurance~~impact ~~products~~on ~~with~~its ~~secondary~~financial ~~guarantees~~condition and results of operations.

InSee ~~2014,~~"Business ~~the~~– ~~NAIC~~Regulation ~~approved a new regulatory framework~~- ~~applicable~~Captive toReinsurance ~~the use of captive insurers in connection with~~ Regulation" ~~XXX and Guideline AXXX transactions. Among other things, the framework called~~ for ~~more~~further ~~disclosure~~discussion of anRegulation ~~insurer’s~~XXX ~~use of captives in its statutory financial statements,~~ and ~~narrows the types of assets permitted to back statutory reserves that are required to support the insurer’s future obligations. In 2014, the NAIC implemented the framework through~~ Actuarial Guideline ~~("AG 48"), which requires the actuary of the ceding insurer that opines on the insurer’s reserves to issue a qualified opinion if the framework is not followed~~38. The requirements of AG 48 became effective as of January 1, 2015 in all states without any further action necessary by state legislatures or insurance regulators to implement them, and apply prospectively to new policies issued and new reinsurance transactions entered into on or after January 1, 2015. In late 2016, the NAIC adopted an update to AG 48 and a model regulation that contains the same substantive requirements as the updated AG 48. The states have started to adopt the model regulation.

The Company’s subsidiary, NLAIC, has implemented reinsurance and capital management transactions to mitigate the capital impact of Regulation XXX and AG 38 for certain term life insurance and universal life insurance policies with secondary guarantees. These arrangements are subject to review by state insurance regulators and rating agencies and, for any new transactions entered into in the future, are subject to AG 48 as well. For those insurance policies where NLAIC has not implemented reinsurance and capital management transactions to mitigate the capital impact of Regulation XXX and AG 38, NLAIC has experienced a negative impact on its financial condition and results of operations. If NLAIC is unable to implement solutions to mitigate the impact of in force Regulation XXX and AG 38 business, this may continue to have a negative impact on its financial condition and results of operations.

Risks Related to the Business and Operations of the Company

The Company is rated by S&P, Moody’s, and A.M. Best, and a decline in ratings could adversely affect the Company’s operations.

Financial strength and claims-paying ability ratings, which various NRSROs publish as indicators of an insurance company’s ability to meet contractholder and policyholder obligations, are important to maintaining public confidence, competitive position, and ability to market products. Such factors are important to policyholders, agents and intermediaries; however, they are not evaluations directed towards the protection of investors and are not recommendations to buy, sell or hold securities. Downgrades in NLIC and its subsidiaries’ financial strength ratings could have an adverse effect on their financial condition and certain of their results of operations in many ways, including reducing new sales and renewals of insurance products, annuities, and other investment products, adversely affecting their relationships with their sales force and independent sales intermediaries, materially increasing the number or amount of policy surrenders and withdrawals by contractholders and policyholders, requiring a reduction in prices to remain competitive, and adversely affecting their ability to obtain reinsurance at reasonable prices or at all.

Additionally, various NRSROs also publish credit ratings for NFS and several of its subsidiaries. Credit ratings are indicators of a debt issuer’s ability to meet the terms of debt obligations in a timely manner and are important factors in the Company’s overall funding profile and ability to access certain types of liquidity. Downgrades in the credit ratings for NFS and its subsidiaries could have an adverse effect on the Company’s financial condition and results of operations in many ways, including adversely limiting access to capital markets, potentially increasing the cost of debt, and requiring the posting of collateral.

Ratings are subject to ongoing review by A.M. Best, Moody’s, and S&P, and the maintenance of such ratings cannot be assured. If any rating is reduced from its current level, the Company’s financial position and results of operations could be adversely affected. The Company cannot predict what actions rating agencies may take, or what actions it may take in response to the actions of rating agencies, which could adversely affect its business. As with other companies in the financial services industry, the Company’s ratings could be downgraded at any time and without any notice by any NRSRO.

See "Business—Ratings" for further information on current financial strength, claims-paying ability and credit ratings.

B-21

Table of Contents

Guarantees within certain of the Company’s and its insurance entities’ products may adversely affect the Company’s financial condition or results of operations.

The Company offers guarantees which can include a return of no less than the total deposits made on the contract less any customer withdrawals, total deposits made on the contract less any customer withdrawals plus a minimum return, or the highest contract value on a specified anniversary date minus any customer withdrawals following the contract anniversary. These guarantees can also include benefits payable in the event of death, upon annuitization, upon periodic withdrawal or at specified dates during the accumulation period.

B-22

NLIC remains ultimately liable for the specific guaranteed benefits and is subject to the risk that reinsurers are unable or unwilling to pay. In addition, NLIC is subject to the risk that hedging and other risk management procedures prove ineffective, or the estimates and assumptions made in connection with their use fail to reflect or correspond to the actual liability exposure, or that unanticipated policyholder behavior or mortality, combined with adverse market events, produces economic losses beyond the scope of the risk management techniques employed. These risks, individually or collectively, may have a material adverse effect on the Company’s financial condition or results of operations.

An inability to access the Company’s credit facilities could have a material adverse effect on its financial condition and results of operations.

The Company maintains committed unsecured revolving credit facilities. The Company relies on these facilities as a potential source of liquidity, which could be critical in enabling it to meet its obligations as they come due, particularly during periods when alternative sources of liquidity are limited. The Company’s ability to borrow under these facilities is conditioned on the Company’s satisfaction of covenants and other requirements contained in the facilities. The Company’s failure to satisfy the requirements contained in the facilities would, among other things, restrict the Company’s access to the facilities when needed and, consequently, could have an adverse effect on the Company’s financial condition and results of operations.

Deviations from assumptions regarding future persistency, mortality, morbidity, and interest rates used in calculating reserve amounts could have a material adverse impact on the Company’s results of operations or financial condition.

The Company’s earnings significantly depend upon the extent to which the actual experience is consistent with the assumptions the Company uses in setting prices for its products and establishing liabilities for some future policy benefits and claims. Such amounts are established based on estimates by actuaries of how much the Company will need to pay for future benefits and claims. The process of calculating reserve amounts for some products within a life insurance organization involves the use of a number of assumptions, including those related to persistency (how long a contract stays with a company), mortality (the likelihood of death or the likelihood of survival), morbidity (likelihood of sickness or disability) and interest rates (the rates expected to be paid or received on financial instruments, including insurance or investment contracts). In addition, significant changes in mortality or morbidity could emerge gradually over time, due to changes in the natural environment, including climate change, the health habits of the insured population, treatment patterns and technologies for disease or disability, the economic environment, or other factors. Actual results could differ significantly from those assumed. Although the Company may be permitted to increase premiums or adjust other charges and credits during the life of certain policies or contracts, the adjustments permitted under the terms of the policies or contracts may not be sufficient to maintain profitability or may cause the policies or contracts to lapse. As such, significant deviations from one or more of these assumptions could result in a material adverse impact on the Company’s life insurance entities’ results of operations or financial condition.

Pricing of the Company’s insurance and deferred annuity products are also based in part upon expected persistency of these products, which is the probability that a policy or contract will remain in force from one period to the next. Persistency within the Company’s annuities business may be significantly impacted by the value of guaranteed minimum benefits contained in many of the Company’s ~~variable~~ annuity products being higher than current account values, in light of poor equity market performance or extended periods of low interest rates, as well as other factors. Persistency could be adversely affected generally by developments affecting client perceptions of the Company, including perceptions arising from adverse publicity. Many of the Company’s products also provide the Company’s customers with wide flexibility with respect to the amount and timing of premium deposits and the amount and timing of withdrawals from the policy’s value. Results may vary based on differences between actual and expected premium deposits and withdrawals for these products, especially if these product features are relatively new to the marketplace. The pricing of certain of the Company’s ~~variable~~ annuity products that contain certain living benefit guarantees is also based on assumptions about utilization rates, or the percentage of contracts that will utilize the benefit during the contract duration, including the timing of the first lifetime income withdrawal. Results may vary based on differences between actual and expected benefit utilization. The development of a secondary market for life insurance, including life settlements or "viaticals" and investor-owned life insurance, and third-party investor strategies in the annuities business, could adversely affect the profitability of existing business and the Company’s pricing assumptions for new business.

B-2223

Table of Contents

utilization. The development of a secondary market for life insurance, including life settlements or "viaticals" and investor-owned life insurance, and third-party investor strategies in the annuities business, could adversely affect the profitability of existing business and the Company’s pricing assumptions for new business.

The Company’s risk management policies, practices and procedures could leave it exposed to unidentified or unanticipated risks, which could negatively affect its business or result in losses.

The Company has developed an enterprise-wide risk management framework to mitigate risk and loss to the Company, and maintains policies, procedures and controls intended to identify, measure, monitor, report and analyze the risks to which the Company is exposed. Many of the Company’s risk management strategies or techniques are based upon historical customer and market behavior, and all such strategies and techniques are based to some degree on management’s subjective judgment. The Company cannot provide assurance that its risk management framework, including the underlying assumptions or strategies, will be accurate and effective.

The risk management policies and procedures, including hedge programs at NLIC and NLAIC, utilize derivative financial instruments, and expect to do so in the future. Nonetheless, the Company’s policies and procedures to identify, monitor, and manage both internal and external risks may not effectively mitigate these risks or predict future exposures, which could be different or significantly greater than expected. As the Company’s businesses change and the markets in which the Company operates evolve, the Company’s risk management framework may not evolve at the same pace as those changes. As a result, there is a risk that new products or new business strategies may present risks that are not appropriately identified, monitored or managed. Additional risks and uncertainties not currently known to the Company, or that it currently deems to be immaterial, may adversely affect its business, results of operations and financial condition.

A large-scale pandemic or epidemic, natural and man-made catastrophes, climate change, the continued threat or acts of terrorism, or ongoing military and other actions may result in decreases in the Company’s net income, revenue, and assets under management and may adversely impact its investment portfolio.

A large-scale pandemic or epidemic, natural and man-made catastrophes, climate change, the continued threat or acts of terrorism within the U.S. and abroad, ongoing military and other actions, and heightened security measures in response to these types of threats may cause significant volatility and declines in the U.S., European, and other securities markets, loss of life, property damage, additional disruptions to commerce and reduced economic activity. As a result, the Company’s net income and/or revenue, and some of the assets in the Company’s investment portfolio, may be adversely affected by declines in the securities markets and economic activity.

The Company cannot predict whether or the extent to which industry sectors in which it maintains investments may suffer losses as a result of potential decreased commercial and economic activity, how any such decrease might impact the ability of companies within the affected industry sectors to pay the interest or principal on their securities, or how the value of any underlying collateral might be affected.

The Company operates in a highly competitive industry, which can significantly impact operating results.

The Company’s ability to compete is based on a number of factors including scale, service, product features, price, investment performance, commission structure, distribution capacity, financial strength ratings and name recognition. The Company competes with a large number of financial services companies such as banks, mutual funds, broker-dealers, insurers and asset managers, many of which have advantages over the Company in one or more of the above competitive factors. The Company’s revenues and profitability could be impacted negatively due to such competition. The competitive landscape in which the Company operates may be further affected by government-sponsored programs and longer-term fiscal policies. Competitors that receive governmental financing or other assistance or subsidies, including governmental guarantees of their obligations, may have or obtain pricing or other competitive advantages. Competitors that are not subject to the same regulatory framework may also have a pricing advantage as a result of lower capital requirements.

See "Business—Competition" for a further description of competitive factors affecting the Company.

The Company’s products and services are complex and are frequently sold through intermediaries, and a failure of such intermediaries to properly perform services, or their misrepresentation of the Company’s products or services, could have an adverse effect on the Company’s business, results of operations and financial condition.

Many of the Company’s products and services are complex and are frequently sold through intermediaries. In particular, the Company is reliant on intermediaries in its unaffiliated distribution channels to describe and explain its products to potential customers. The intentional or unintentional misrepresentation of the Company’s products and services in advertising materials or other external communications, or inappropriate activities by the Company’s personnel or an intermediary, could adversely affect the Company’s reputation and business prospects, as well as lead to potential regulatory actions or litigation.

B-2324

Table of Contents

advertising materials or other external communications, or inappropriate activities by the Company’s personnel or an intermediary, could adversely affect the Company’s reputation and business prospects, as well as lead to potential regulatory actions or litigation.

The Company’s business success depends, in part, on effective information technology systems and on continuing to develop and implement improvements in technology.

The Company depends in large part on technology systems for conducting business and processing claims, as well as for providing the data and analytics it utilizes to manage its business, and thus the Company’s business success is dependent on maintaining the effectiveness of existing technology systems and on continuing to develop and enhance technology systems that support its business processes and strategic initiatives in a cost- and resource- efficient manner. Some system development projects that are long-term in nature, may negatively impact the Company’s expense ratios as it invests in the projects, and may cost more to complete than the Company expects. In addition, system development projects may not deliver the benefits the Company expects once they are complete, or may be replaced or become obsolete more quickly than expected, which could result in accelerated recognition of expenses. If the Company does not effectively and efficiently manage and upgrade its technology portfolio, including with respect to the technology portfolio of its recently acquired businesses, or if the costs of doing so are higher than it expects, the Company’s ability to provide competitive services to new and existing customers in a cost-effective manner and its ability to implement its strategic initiatives could be adversely impacted.

The Company faces a risk of non-availability and increased cost of reinsurance.

Market conditions beyond the Company’s control determine the availability and cost of the reinsurance protection it purchases. The Company can offer no guarantees that reinsurance will remain continuously available to it to the same extent, and with the same terms and rates, as are currently available. If the Company is unable to maintain its current level of reinsurance or purchase new reinsurance protection in amounts that it considers sufficient and at prices that it considers acceptable, the Company would either have to be willing to accept an increase in its net exposures or reduce its insurance writings. A significant reinsurer’s insolvency or inability to make payments under the terms of a reinsurance treaty could subject the Company to credit risk with respect to its ability to recover amounts due from reinsurers. Because of the risks set forth above, the Company may not be able to collect all amounts due to it from reinsurers, and reinsurance coverage may not be available to it in the future at commercially reasonable rates or at all. These risks could have a material adverse effect on the results of operations or financial condition of the Company.

A breach of information security or other unauthorized data access could have an adverse impact on the Company’s business and reputation.

In the ordinary course of business, the Company collects, processes, transmits, and stores large quantities of personally identifiable information, customer financial and health information, and proprietary business information (collectively referred to herein as "Sensitive Information"). The secure processing, storage, maintenance, and transmission of this Sensitive Information are vital to the Company’s operations and business strategy. Although the Company undertakes substantial efforts to reasonably protect Sensitive Information, including internal processes and technological defenses that are preventative or detective, and other commercially reasonable controls designed to provide multiple layers of security, Sensitive Information maintained by the Company may be vulnerable to attacks by computer hackers, to physical theft by other third-party criminals, or to other compromise due to error or malfeasance by an individual providing services. Attacks may include both sophisticated cyber -attacks perpetrated by organized crime groups, "hactivists," or state-sponsored groups, as well as non-technical attacks ranging from sophisticated social engineering to simple extortion or threats, which can lead to access, disclosure, disruption or further attacks. Such events may expose the Company to civil and criminal liability or regulatory action, ~~harm~~require consumer and regulatory notification of the unauthorized data access harming its reputation among customers, deter people from purchasing the Company’s products, cause system interruptions, require significant technical, legal and other remediation expenses, and otherwise have an adverse impact on its business. Third parties to whom the Company outsources certain functions are also subject to the risks outlined above, and if such a third party suffers a breach of information security involving the Company’s Sensitive Information, such breach may result in the Company incurring substantial costs and other negative consequences, including a material adverse effect on its business, financial condition, results of operations and liquidity. The Company offers no guarantees that it will be able to implement information security measures to prevent all breaches of information security.

B-24

Table of Contents

Losses due to system failures or physical locations being unavailable to conduct business could have an adverse impact on the Company’s business and reputation.

Network, utility, telecommunications, business systems, hardware and/or software failures due to a computer virus or cyber-attack, such as a distributed denial of service attack, could prevent the Company from conducting its business for a sustained period of time. The Company’s facilities could be inaccessible due to a disaster, natural or man-made catastrophe, blackout, terrorist attack, pandemic or war. Even if the personnel providing services to the Company are able to report to work, they may be unable to perform their duties for an extended period of time if the Company’s data or systems are disabled or destroyed. There can be no assurance that the Company’s business continuation plans and insurance coverages would be effective in mitigating any negative effects on the Company’s operations or profitability, and the Company could be adversely impacted by any disruption of its ability to conduct business.

B-25

systems are disabled or destroyed. There can be no assurance that the Company’s business continuation plans and insurance coverages would be effective in mitigating any negative effects on the Company’s operations or profitability, and the Company could be adversely impacted by any disruption of its ability to conduct business.

Nationwide employee error, misconduct, or excessive risks may be difficult to detect and prevent and could adversely affect the Company.

As an insurance enterprise, the Company is in the business of accepting certain risks. The associates who conduct the Company’s business, including executive officers and other members of management, sales managers, investment professionals, product managers, sales agents, and other personnel, do so in part by making decisions and choices that involve exposing the Company to risk. These include decisions such as setting underwriting guidelines and standards, product design and pricing, determining what assets to purchase for investment and when to sell them, deciding which business opportunities to pursue, and other decisions. Losses may result from, among other things, excessive risk, fraud, errors, failure to document transactions properly, failure to obtain proper internal authorization or failure to comply with regulatory requirements. Although the Company employs controls and procedures designed to monitor individual business decisions and prevent the Company from taking excessive risks, it is not always possible to deter or prevent individual misconduct, and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. The impact of those losses and excessive risks could harm the Company’s reputation and have a material adverse effect on the Company’s financial condition and business operations.

The Company’s business may be adversely affected if Nationwide is unable to hire and retain qualified employees.

There is significant competition from within the financial services and life insurance industries, and from businesses outside those industries, for qualified employees, especially those in key positions and those possessing highly specialized underwriting knowledge. The Company’s performance is largely dependent on the talents, efforts and proper conduct of highly-skilled individuals, including the Company’s senior executives. For many of the Company’s senior positions, it competes for talent not just with insurance or financial service companies, but with other large companies and other businesses. The Company’s continued ability to compete effectively in its business and to expand into new business areas depends on its ability to attract new personnel and to retain and motivate its existing personnel. If the Company is not able to successfully attract, retain, and motivate the personnel that provide services to it, its business, financial results and reputation could be materially and adversely affected.

The Company may be subject to intellectual property risk.

The Company relies on copyright, trademark, patent and trade secret laws, as well as various contractual rights and obligations, to protect its intellectual property. Although the Company uses a broad range of measures to protect its intellectual property rights, third parties may infringe or misappropriate its intellectual property. The Company may resort to litigation in order to enforce its intellectual property rights. Such litigation would represent a diversion of resources that may be significant in amount, and the final outcome of any litigation cannot be predicted with certainty. The Company’s inability to successfully secure or enforce the protection of the Company’s intellectual property assets, despite the Company’s best efforts, could have a material adverse effect on its business and ability to compete.

The Company also may be subject to costly litigation in the event that another party alleges that its operations or activities infringe upon that party’s intellectual property rights. The Company may be subject to claims by third parties for alleged infringement of third-party patents, copyrights, trademarks, trade secrets or breach of any license. If the Company were found to have infringed any third-party intellectual property rights, it could incur substantial liability, and in limited circumstances could be enjoined from providing certain products or services to its customers. Alternatively, the Company could be required to enter into costly licensing arrangements with third parties to resolve any alleged intellectual property infringement claims brought by third parties.

B-25

Table of Contents

Acquisitions and integration of acquired businesses and dispositions or other structural changes may result in operating difficulties, unforeseen liabilities or asset impairments, and other unintended consequences.

From time to time, the Company may investigate and pursue acquisition or disposition opportunities if it believes that such opportunities are consistent with its long-term objectives and that the potential rewards of an acquisition or disposition justify the risks.

The Company’s ability to achieve certain financial benefits it anticipates from its acquisitions will depend in part upon its ability to successfully grow the businesses consistent with its anticipated acquisition economics. The Company’s financial results could be adversely affected by unanticipated performance issues, unforeseen liabilities, transaction-related ~~charges, diversion of management time and resources to acquisition integration challenges or growth strategies, loss of key Nationwide employees, amortization of expenses~~ ~~related to intangibles, charges for impairment of long-term assets or goodwill and indemnifications.~~

B-26

charges, diversion of management time and resources to acquisition integration challenges or growth strategies, loss of key Nationwide employees, amortization of expenses related to intangibles, charges for impairment of long-term assets or goodwill and indemnifications.

The process of integrating an acquired company or business can be complex and costly and may create unforeseen operating difficulties and expenditures. Acquired businesses may not perform as projected, any cost savings and other synergies anticipated from the acquisition may not materialize and costs associated with the integration may be greater than anticipated. Acquired businesses may not be successfully integrated, resulting in substantial costs or delays and adversely affecting the Company’s ability to compete. Accordingly, the Company’s results of operations might be materially and adversely affected.

The Company faces a risk of noncompliance with and enforcement action under the Bank Secrecy Act and other anti-money laundering, and sanctions statutes and regulations.

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 (the "PATRIOT Act") substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the U.S., and by expanding the categories of financial institutions to which such laws and regulations apply to include some categories of insurance companies. Certain financial institutions are also prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high-risk clients and implement a written client identification program. Financial institutions must take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions without notifying the affected clients. Similarly, the U.S. government has been escalating the obligations and requirements associated with sanctions laws including those enforced by the Office of Foreign Assets Control ("OFAC"). Regulatory authorities routinely examine financial institutions to ensure that they have policies and procedures reasonably designed to comply with applicable requirements and for compliance with the policies and procedures and these substantive obligations. Failure of a financial institution to maintain and implement adequate programs, including policies and procedures, to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations. The Company and its subsidiaries are subject to OFAC, and anti-money laundering statutes and certain regulations, and its compliance obligations under these rules result in increased costs and allocation of internal resources

Consolidation of distributors of insurance products may adversely affect the insurance industry and the profitability of the Company’s business.

The Company distributes many of its individual products through other financial institutions such as banks and broker−dealers. An increase in bank and broker−dealer consolidation activity could increase competition for access to distributors, result in greater distribution expenses and impair the Company’s ability to expand its customer base. Consolidation of distributors and/or other industry changes may also increase the likelihood that distributors will try to renegotiate the terms of any existing selling agreements to terms less favorable to the Company.

PROPERTIES

Pursuant to an arrangement between NMIC and certain of its subsidiaries, during ~~2019~~2022 the Company occupied on average approximately ~~550~~123,~~986~~071 square feet of office space in the five-building home office complex and in other offices in central Ohio. The Company believes that its present and planned facilities are adequate for the anticipated needs of the Company.

LEGAL PROCEEDINGS

See Note 13 to the audited statutory financial statements, included in the F pages of this report, for a discussion of legal proceedings.

B-27

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public trading market for NLIC’s shares of common stock. All 3,814,779 issued and outstanding shares of NLIC’s common stock are owned by NFS. NLIC did not repurchase any shares of its common stock or sell any unregistered shares of its common stock ~~during~~ ~~2019~~during 2022.

~~NLIC~~There ~~did~~were ~~not~~no ~~pay~~dividends ~~any~~paid ~~dividends~~in or2022. ~~return~~During March ~~capital~~2021, the Company paid an ordinary dividend of $550 million to NFS. ~~during~~There ~~2019,~~were ~~2018~~no ordividends ~~2017~~paid in 2020.

NLIC currently does not have a formal dividend policy.

See Business – Regulation – Regulation of Dividends and Other Distributions and Risk-Based Capital for information regarding dividend restrictions.

B-26

Table of Contents

SELECTED FINANCIAL DATA

Five-Year Summary

	Year ended or as of December 31,
(in millions)	2019	2018	2017	2016	2015
Statutory Statements of Operations Data
Total revenues	$ 14,452	$ 13,995	$ 14,802	$ 14,213	$ 15,149
Total benefits and expenses	$ 13,419	$ 12,985	$ 13,817	$ 13,245	$ 14,420
Net income	$ 629	$ 711	$ 1,039	$ 751	$ 167
Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus Data
Total invested assets	$ 48,044	$ 45,020	$ 42,507	$ 41,115	$ 38,520
Total admitted assets	$155,133	$139,341	$145,670	$133,345	$126,861
Total liabilities	$146,311	$132,496	$139,721	$128,137	$122,294
Total capital and surplus	$ 8,822	$ 6,845	$ 5,949	$ 5,208	$ 4,567

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND FINANCIAL DISCLOSURE

Forward-Looking Information

The information included herein contains certain forward-looking statements with respect to the results of operations, businesses and financial condition of the Company made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Whenever used in this report, words such as "anticipate," "estimate," "expect," "intend," "plan," "believe," "project," "target," "will," "shall," "could," "may" and other words of similar meaning are intended to identify such forward-looking statements. These forward-looking statements are based on current expectations and involve a number of risks and uncertainties that are difficult to predict. These forward-looking statements are not a guarantee of future performance, and certain important factors that may cause actual results to differ materially from those expressed or implied in such forward-looking statements include, among others, the following possibilities:

(a) ~~Fluctuations in the results of operations or financial condition;~~

~~(b)~~fluctuations ~~actual~~in ~~claims~~the ~~losses~~results ~~exceeding~~of ~~reserves~~operations ~~for~~or ~~claims~~financial condition;

(cb) difficult economic and business conditions, including financial, capital and credit market conditions as a result of changes in interest rates or prolonged periods of low interest rates, equity prices, volatility, yields and liquidity in the equity and credit markets, as well as geopolitical conditions and the impact of political, regulatory, judicial, economic or financial events, including terrorism, epidemics or pandemics, impacting financial markets generally and companies in the Company’s investment portfolio specifically; (d) the degree to which the Company chooses not to hedge risks, or the potential ineffectiveness or insufficiency of hedging or risk management strategies the Company does implement;

~~(e)~~actual ~~changes~~claims inlosses ~~certain~~exceeding ~~accounting~~reserves ~~and/or~~for ~~financial reporting standards issued by the Financial Accounting Standards Board ("FASB"), SEC, NAIC or other standard-setting bodies~~claims;

(fc) ~~the inability to maintain the availability of systems and facilities in the event of a disaster, natural or man-made catastrophe, blackout, terrorist attack or war;~~

~~(g)~~difficult ~~heightened~~economic ~~competition that affects the cost of,~~ and business ~~demand for~~conditions, ~~the~~including ~~Company’s products~~financial, ~~specifically~~capital ~~including~~and ~~the~~credit ~~intensification~~market ofconditions ~~price~~as ~~competition,~~a ~~the~~result ~~entry~~ of ~~new~~changes ~~competitors,~~in ~~consolidation,~~interest ~~technological~~rates ~~innovation~~or ~~and~~prolonged ~~the~~periods ~~development~~ of ~~new~~low ~~products~~interest byrates, ~~new~~equity ~~and existing competitors; (h) adverse state and federal legislation and regulation~~prices, ~~including~~ volatility, ~~among~~yields ~~other things, tax law changes impacting the federal estate tax~~ and ~~tax~~liquidity ~~treatment of life insurance and investment products; limitations on premium levels; restrictions on product approval and policy issuance; increases~~ in ~~minimum~~the ~~capital~~equity and ~~reserves~~credit ~~and other financial viability requirements; restrictions on mutual fund service fee payments; changes affecting sales practices~~markets, ~~including~~as ~~investigations~~well ~~and/or~~as ~~claims~~geopolitical ~~handling~~conditions and ~~escheat~~the ~~investigations;~~impact ~~and regulatory actions~~ of ~~the~~political, ~~DOL~~regulatory, ~~under ERISA~~judicial, ineconomic ~~particular~~or ~~proposed~~financial ~~rule-making~~events, ~~with~~including ~~respect to fiduciary obligations~~terrorism, ~~rule-making~~epidemics ~~adopted~~or ~~by regulatory authorities under the Dodd-Frank Act and the Federal Deposit Insurance Act~~pandemics, ~~including~~impacting ~~SEC~~financial ~~comprehensive~~markets ~~rulemaking~~generally and ~~guidance~~companies in ~~regarding~~the ~~standards~~Company’s ~~of conduct for broker dealers and~~ investment ~~advisers~~portfolio specifically;

~~B-27~~(d)

the degree to which the ~~Table~~Company chooses not to hedge risks, or the potential ineffectiveness or insufficiency of ~~Contents~~ hedging or risk management strategies the Company does implement;

(ie) the inability to mitigate the capital impact associated with statutory reserving and capital requirements; (j) failure to maintain or expand distribution channels; (k) possible difficulties in executing, integrating and realizing projected results of acquisitions, divestitures and restructurings; (l) loss of key vendor relationships or failure of a vendor to protect confidential and proprietary information;

~~(m)~~ changes in ~~interest~~certain ~~rates~~accounting and/or ~~the~~financial ~~equity~~reporting ~~markets~~standards ~~causing~~issued aby ~~reduction in~~ the ~~market~~Financial ~~value~~Accounting ofStandards ~~the~~Board ("FASB"), ~~Company’s investment portfolio~~SEC, ~~investment~~NAIC ~~income and/~~or ~~asset fees; an acceleration of~~ other ~~expenses;~~standard-setting ~~a reduction in separate account assets or a reduction in the demand for the Company’s products~~bodies; ~~increased liabilities related to living benefits and death benefit guarantees; or an impact on ultimate realizability of deferred tax assets;~~

(nf) ~~outlook changes and downgrades in the financial strength and claims-paying ability ratings of the Company assigned by NRSROs;~~

~~(o) competitive, regulatory or tax changes that affect~~ the ~~cost~~inability ~~of,~~to ormaintain ~~demand for, products; (p) fluctuations in RBC levels (q) settlement of tax liabilities for amounts that differ significantly from those recorded on~~ the balance sheets; (r) deviations from assumptions regarding future persistency, mortality and morbidity rates (including as a result of natural and man-made catastrophes, pandemics, epidemics, malicious acts, terrorist acts and climate change), and interest rates used in calculating reserve amounts and in pricing products; (s) adverse results and/or resolution of litigation, arbitration, regulatory investigation and/or inquiry; (t) the availability, ~~pricing and effectiveness~~ of ~~reinsurance;~~systems ~~(u) the effectiveness of policies~~ and ~~procedures~~facilities ~~for managing risk; (v) interruption~~ in ~~telecommunication, information technology or other operational systems or failure to maintain~~ the ~~security,~~event ~~confidentiality or privacy~~ of ~~sensitive data on such systems; (w) adverse consequences, including financial and reputational costs, regulatory problems and potential loss of customers resulting from~~ a ~~breach of information security~~ disaster, anatural ~~failure to meet privacy regulations,~~ or ~~inability~~man-made to secure and maintain the confidentiality of proprietary or customers’ personal information; (x) the inability to protect intellectual property and defend against claims of infringement; (y) realized losses with respect to impairments of assets in the investment portfolio of the Company; (z) exposure to losses related to variable annuity guarantee benefitscatastrophe, ~~including from downturns and volatility in equity markets; (aa) statutory reserve requirements associated with term and universal life insurance policies under Regulation XXX~~blackout, ~~Guideline~~terrorist ~~AXXX~~attack ~~and principles-based reserving requirements; (ab) lack of liquidity in certain investments, access to credit facilities,~~ or ~~other inability to access capital~~war; ~~and (ac) defaults on commercial mortgages and volatility in their performance.~~

(g)

heightened competition that affects the cost of, and demand for, the Company’s products, specifically including the intensification of price competition, the entry of new competitors, consolidation, technological innovation and the development of new products by new and existing competitors;

(h)

adverse state and federal legislation and regulation, with respect to, among other things, tax law changes impacting the federal estate tax and tax treatment of life insurance and investment products; limitations on premium levels; restrictions on product approval and policy issuance; increases in minimum capital and reserves and other financial viability requirements; restrictions on mutual fund service fee payments; changes affecting sales practices, including investigations and/or claims handling and escheat investigations; and regulatory actions of the DOL under ERISA, in particular proposed rule-making with respect to fiduciary obligations, rule-making adopted by regulatory authorities under the Dodd-Frank Act and the Federal Deposit Insurance Act, including SEC comprehensive rulemaking and guidance regarding standards of conduct for broker dealers and investment advisers;

(i)

the inability to mitigate the capital impact associated with statutory reserving and capital requirements;

(j)

failure to maintain or expand distribution channels;

B-28

(k)

possible difficulties in executing, integrating and realizing projected results of acquisitions, divestitures and restructurings;

(l)

loss of key vendor relationships or failure of a vendor to protect confidential and proprietary information or otherwise perform;

(m)

changes in interest rates and the equity markets causing a reduction in the market value of the Company’s investment portfolio, investment income and/or asset fees; an acceleration of other expenses; a reduction in separate account assets or a reduction in the demand for the Company’s products; increased liabilities related to living benefits and death benefit guarantees; or an impact on ultimate realizability of deferred tax assets;

(n)

outlook changes and downgrades in the financial strength and claims-paying ability ratings of the Company assigned by NRSROs;

(o)

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

(p)

fluctuations in RBC levels;

(q)

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

(r)

deviations from assumptions regarding future persistency, mortality and morbidity rates (including as a result of natural and man-made catastrophes, pandemics, epidemics, malicious acts, terrorist acts and climate change), and interest rates used in calculating reserve amounts and in pricing products;

(s)

adverse results and/or resolution of litigation, arbitration, regulatory investigation and/or inquiry;

(t)

the availability, pricing and effectiveness of reinsurance;

(u)

the effectiveness of policies and procedures for managing risk;

(v)

interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentiality or privacy of sensitive data on such systems;

(w)

adverse consequences, including financial and reputational costs, regulatory problems and potential loss of customers resulting from a breach of information security, a failure to meet privacy regulations, or inability to secure and maintain the confidentiality of proprietary or customers’ personal information;

(x)

the inability to protect intellectual property and defend against claims of infringement;

(y)

realized losses with respect to impairments of assets in the investment portfolio of the Company;

(z)

exposure to losses related to variable annuity guarantee benefits, including from downturns and volatility in equity markets;

(aa)

statutory reserve requirements associated with term and universal life insurance policies under Regulation XXX, Guideline AXXX and principles-based reserving requirements;

(ab)

lack of liquidity in certain investments, access to credit facilities, or other inability to access capital; and

(ac)

defaults on commercial mortgages and volatility in their performance.

The Company undertakes no commitment to revise or update any forward-looking statements as a result of new information, future events or development, except as required by law. For a more complete description of the various risks, uncertainties, and other factors that could affect future results, see Risk Factors.

Overview

The following discussion provides an assessment of the financial position and results of operations of the Company for the three years ended December 31, ~~2019~~2022. This discussion and analysis is based on and should be read in conjunction with the audited statutory financial statements and related notes beginning on page F-1 of this report.

See Business – Overview for a description of the Company and its ownership structure.

See Business – Business Segments for a description of the components of each segment and a description of management’s primary profitability measure.

B-2829

Table of Contents

Revenues and Expenses

The Company earns revenues and generates cash primarily from life insurance premiums, annuity considerations, policy charges, accident and health insurance premiums and net investment income. Life insurance premiums are recognized as revenue over the premium paying period of the related ~~polices~~ policies. Annuity considerations are recognized as revenue when received. Policy charges are comprised of several components including asset fees, which are earned primarily from separate account values generated from the sale of individual and group variable annuities and life insurance products and cost of insurance charges earned on all life insurance products except traditional, which are assessed on the amount of insurance in force in excess of the related policyholder account value. Policy charges also include administrative fees, which include fees charged per contract on a variety of the Company's products and premium loads on universal life insurance products and surrender fees which are charged as a percentage of premiums/deposits withdrawn during a specified period for annuity and certain life insurance contracts. ~~Health~~Accident and health insurance premiums are earned ratably over the terms of the related insurance and reinsurance contracts or policies. Net investment income includes earnings on investments supporting fixed annuities, FHLB funding agreements, certain life insurance products and earnings on invested assets not allocated to product segments, all net of related investment expenses.

Management makes decisions concerning the sale of invested assets based on a variety of market, business, tax and other factors. All realized gains and losses generated by these sales are reported in net realized capital gains and losses. Also included in net realized investment gains and losses are the impact of exercised, matured or terminated derivatives, with the exception of derivatives applying the prescribed practice under OAC 3901-1-67 which are recognized in net investment income. All charges related to other-than-temporary impairments of bonds, specific commercial mortgage loans, other investments, and changes in the valuation allowance not related to specific commercial mortgage loans are reported in net realized capital gains and losses.

The Company’s primary expenses include benefits to policyholders and beneficiaries, commissions and other business expenses. Policy benefits and claims that are expensed include interest credited to policy account balances, benefits and claims incurred in the period in excess of related policy reserves and other changes in future policy benefits. Commissions include commissions paid by the Company to affiliates and non-affiliates on sales of products. See Business – Marketing and Distribution for a description of the Company’s unaffiliated and affiliated distribution channels.

Profitability

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

In particular, the Company’s profitability is driven by premiums and annuity considerations for life and accident and health contracts, fee income on separate account products, general and separate account asset levels and management’s ability to manage interest spread income. Premiums and annuity considerations for life and accident and health contracts can vary based on a variety of market, business and other factors. While asset fees are largely at guaranteed annual rates, amounts earned vary directly with the underlying performance of the separate accounts. Interest spread income is comprised of net investment income, excluding any applicable allocated charges for invested capital, less interest credited to policyholder accounts. Interest spread income can vary depending on crediting rates offered by the Company, performance of the investment portfolio, including the rate of prepayments, changes in market interest rates and the level of invested assets, the competitive environment and other factors.

In addition, life insurance profits are significantly impacted by mortality, morbidity and persistency experience. Asset impairments and the tax position of the Company also impact profitability.

Fair Value Measurements

See Note 2 and Note 7 to the audited statutory financial statements, included in the F pages of this report, for details regarding the Company’s policies for fair value measurements of certain assets and liabilities.

Credit Risk Associated with Derivatives

See Note 6 to the audited statutory financial statements, included in the F pages of this report, for details regarding the Company’s evaluation of credit risk associated with derivatives.

B-2930

Table of Contents

Significant Accounting Estimates and Significant Accounting Policies

The preparation of the statutory financial statements requires the Company to make estimates and assumptions that affect the amounts reported in the statutory financial statements and accompanying notes. Significant estimates include ~~legal and regulatory reserves,~~ certain investment and derivative valuations, and future policy benefits and claims~~, provision for income taxes and valuation of deferred tax assets~~. Actual results could differ significantly from those estimates.

Note 2 to the audited statutory financial statements, included in the F pages of this report, provide a summary of significant accounting policies.

Results of Operations

~~2019~~2022 Compared to ~~2018~~2021

The following table summarizes the Company’s results of operations for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	Change	~~2018~~	~~Change~~
Revenues
Premiums and annuity considerations	$14,535	$1012,~~168~~664	15%	~~$ 9,829~~	3%
Net investment income	2,019	12,~~974~~231	(10%)	~~1,927~~	2%
Amortization of interest maintenance reserve		(2)		(1)	(100%)
Other revenues	2,346	2,455	(4%)
Other revenues		2,312		2,240	3%
Total revenues	$18,900	$17,350	9%
Total revenues		$14,452		$13,995	3%
Benefits and expenses
Benefits and expenses
Benefits to policyholders and beneficiaries	$15,963	$16,884	(5%)
Benefits to policyholders and beneficiaries		$14,782		$13,961	6%
Increase in reserves for future policy benefits and claims	2,525	807	213%
Increase in reserves for future policy benefits and claims		1,501		736	104%
Net transfers from separate accounts	(1,635)	(3,002)	46%
Net transfers from separate accounts		(3,747)		(2,468)	(52%)
Commissions	810	858	(6%)
Commissions		674		670	1%
Reserve adjustment on reinsurance assumed	(161)	(151)	(7%)
Dividends to policyholders		38		40	(5%)
Other expenses	564	469	20%
Reserve adjustment on reinsurance assumed		(246)		(352)	30%
Total benefits and expenses	$18,066	$15,865	14%
Other expenses		417		398	5%
Income before federal income tax expense (benefit) and net realized capital gains (losses) on investments	$834	$1,485	(44%)
Total benefits and expenses		$13,419		$12,985	3%
Federal income tax expense (benefit)	100	(9)	1211%
Income before federal income tax expense and net realized capital losses on investments		$ 1,033		$ 1,010	2%
Income before net realized capital gains (losses) on investments	$734	$1,494	(51%)
Federal income tax (benefit) expense		(73)		64	(214%)
Net realized capital gains (losses) on investments, net of tax and transfers to the interest maintenance reserve	240	(683)	135%
Income before net realized capital losses on investments		$ 1,106		$ 946	17%
Net income	$974	$811	20%
Net realized capital losses on investments, net of tax and transfers to the interest maintenance reserve		(477)		(235)	(103%)
Net income		$ 629		$ 711	(12%)

The Company recorded ~~lower~~higher net income for the year ended December 31, ~~2019~~2022 compared to ~~2018~~2021, primarily due to ~~higher~~increases ~~increase~~ in premiums ~~reserves~~and ~~for~~annuity ~~future~~considerations ~~policy benefits~~ and ~~claims,~~ net realized capital gains (losses) on investments, net of tax and transfers and ~~lower~~decreases ~~reserve~~in ~~adjustment~~benefits onto policyholders and beneficiaries. ~~reinsurance~~These ~~assumed,~~were partially offset by anincreases ~~increase~~ in ~~net~~reserves ~~transfers~~for ~~from~~future ~~separate~~policy ~~accounts~~benefits and ~~premiums~~claims and ~~annuity~~lower ~~considerations~~net transfers from separate accounts.

~~Higher~~The increase in ~~reserves~~premiums ~~for future policy benefits~~ and ~~claims~~annuity considerations was ~~due~~primarily attributable to ~~change~~COLI ~~in aggregate reserves driven by larger increases in public sector retirement plan reserves~~ and ~~Corporate~~BOLI ~~Solutions’~~products, ~~product~~individual ~~reserves and lower decrease in~~ fixed annuity ~~product~~products ~~reserves.~~and ~~The~~PRT ~~change for public sector~~ products, ~~was~~partially ~~primarily~~offset ~~due~~by toa ~~plan~~decrease ~~sponsor acquisitions~~ in ~~2019.~~individual variable ~~The~~annuity ~~change for Corporate Solutions’~~ products ~~was primarily due to premiums growth~~.

Net realized capital ~~losses~~gains on investments, net of tax and transfers ~~were~~during ~~primarily~~2022 ~~driven~~compared byto ~~higher~~ losses in ~~the~~2021 ~~derivative~~were ~~hedging~~primarily driven ~~program~~by gains on derivative instruments period over period.

~~Reserve~~Lower ~~adjustment~~benefits ~~on reinsurance assumed increased mainly due~~ to ~~change~~policyholders inand ~~reserves~~beneficiaries aswere aprincipally ~~result~~related ofto ~~decreases~~surrender benefits in ~~assumed~~individual variable annuity products and ~~surrender~~private ~~benefits~~and onpublic ~~the~~sector ~~fixed~~retirement ~~annuity modified coinsurance agreement with NLAIC~~plans.

The increase in ~~net~~reserves ~~transfers~~for ~~from~~future ~~separate~~policy ~~accounts~~benefits ~~was driven~~and byclaims ~~higher~~were ~~net~~principally ~~transfers~~related ~~from~~to ~~separate~~larger ~~accounts~~reserve increases in the ~~public~~Annuities ~~sector~~segment ~~retirement~~and ~~plan~~Corporate ~~products~~Solutions and ~~lower~~Other ~~net~~segment ~~transfers~~products, topartially ~~separate~~offset ~~accounts~~by a larger reserve decrease in ~~Corporate~~public ~~Solutions’~~sector ~~products~~retirement plans.

~~B-30~~The lower net transfers from separate accounts were primarily driven by larger net transfers to separate accounts for variable COLI and BOLI products and lower net transfers from separate accounts for public sector retirement plans, partially offset by an increase in net transfers from separate accounts for individual variable annuity products.

~~Table of Contents~~ B-31

~~2018~~2021 Compared to ~~2017~~2020

The following table summarizes the Company’s results of operations for the years ended:

	December 31,	~~December 31,~~
(in millions)	2021	~~2018~~2020	Change	~~2017~~	~~Change~~
Revenues
Premiums and annuity considerations	$12,664	$ 910,~~829~~637	19%	~~$10,403~~	~~(6%)~~
Net investment income	2,231	12,~~927~~107	6%	~~1,958~~	~~(2%)~~
Amortization of interest maintenance reserve		(1)		(2)	50%
Other revenues	2,455	2,372	3%
Other revenues		2,240		2,443	(8%)
Total revenues	$17,350	$15,116	15%
Total revenues		$13,995		$14,802	(5%)
Benefits and expenses
Benefits and expenses
Benefits to policyholders and beneficiaries	$16,884	$15,013	12%
Benefits to policyholders and beneficiaries		$13,961		$12,879	8%
Increase in reserves for future policy benefits and claims	807	1,627	(50%)
Increase in reserves for future policy benefits and claims		736		1,246	(41%)
Net transfers from separate accounts	(3,002)	(3,544)	15%
Net transfers from separate accounts		(2,468)		(950)	(160%)
Commissions	858	646	33%
Commissions		670		683	(2%)
Reserve adjustment on reinsurance assumed	(151)	(172)	12%
Dividends to policyholders		40		46	(13%)
Other expenses	469	480	(2%)
Reserve adjustment on reinsurance assumed		(352)		(553)	36%
Total benefits and expenses	$15,865	$14,050	13%
Other expenses		398		466	(15%)
Income before federal income tax (benefit) expense and net realized capital losses on investments	$1,485	$1,066	39%
Total benefits and expenses		$12,985		$13,817	(6%)
Federal income tax (benefit) expense	(9)	4	(325%)
Income before federal income tax expense and net realized capital losses on investments		$ 1,010		$ 985	3%
Income before net realized capital losses on investments	$1,494	$1,062	41%
Federal income tax expense (benefit)		64		(455)	114%
Net realized capital losses on investments, net of tax and transfers to the interest maintenance reserve	(683)	(575)	(19%)
Income before net realized capital losses on investments		$ 946		$ 1,440	(34%)
Net income	$811	$487	67%
Net realized capital losses on investments, net of tax and transfers to the interest maintenance reserve		(235)		(401)	41%
Net income		$ 711		$ 1,039	(32%)

The Company recorded ~~lower~~higher net income for the year ended December 31, ~~2018~~2021 compared to ~~2017~~2020, primarily due to anincreases ~~increase~~ in premiums ~~benefits~~and toannuity ~~policyholders~~considerations and ~~beneficiaries~~net investment income and ~~lower~~a ~~reserve~~smaller ~~adjustment~~increase onin ~~reinsurance~~reserves ~~assumed~~for future policy benefits and claims, partially offset by ahigher ~~decrease~~benefits into policyholders ~~reserves~~and ~~for~~beneficiaries, ~~future policy~~increased ~~benefits~~net ~~and~~realized ~~claims~~capital losses on investments, net of tax and ~~increase~~transfers, inand lower net transfers from separate accounts.

~~Benefits~~The toincrease ~~policyholders~~in premiums and annuity ~~beneficiaries~~considerations ~~increased~~was ~~due~~primarily related to ~~higher~~ ~~surrender benefits in~~ individual variable annuities and ~~public~~COLI and BOLI products, partially offset by declines in private sector and public sector retirement plans.

~~Reserve~~The increase ~~adjustment~~in onnet ~~reinsurance~~investment ~~assumed~~income ~~increased~~was principally due to ~~changes~~ inan ~~reserves~~increase ~~component~~in ofinvested ~~the~~assets ~~fixed~~not ~~annuity~~assigned ~~modified~~to ~~coinsurance~~other ~~agreement~~reportable ~~with NLAIC~~segments.

~~Reserves~~The smaller increase in reserves for future policy benefits and claims ~~decreased~~were ~~due to~~principally ~~change~~related into ~~aggregate~~larger ~~reserves~~reserve ~~driven~~decreases byin ~~smaller~~private ~~increases~~sector inand public sector retirement ~~plan~~plans ~~reserves~~that ~~and~~were ~~Corporate~~partially ~~Solutions’~~offset ~~product~~by larger increases in reserves ~~period~~for ~~over~~COLI ~~period~~and BOLI products and individual annuity products.

~~The~~Higher ~~increase~~benefits into ~~net~~policyholders ~~transfers~~and ~~from~~beneficiaries ~~separate~~were ~~accounts~~primarily ~~was driven~~related byto ~~higher~~surrender ~~paid~~benefits ~~surrender~~in individual variable annuities and annuity death benefits and ~~lower~~surrender ~~considerations~~benefits ~~for~~in ~~variable~~public ~~annuity~~sector ~~products~~retirement plans.

Net realized capital losses on investments, net of tax and transfers were primarily driven by higher losses in the derivative hedging program period over period.

The decrease in net transfers from separate accounts is primarily related to individual variable annuity products, partially offset by an increase in net transfers from separate accounts for private sector retirement plans and a decrease in net transfers to separate accounts for variable COLI and BOLI products.

B-32

Business Segments

Life Insurance

~~2019~~2022 Compared to ~~2018~~2021

The following table summarizes selected financial data for the Company’s Life Insurance segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	Change	~~2018~~	~~Change~~
Results of Operations
Revenues
Premiums and annuity considerations	$415	$~~413~~425	(2%)	~~$410~~	1%
Net investment income	261	~~262~~254	3%	~~270~~	~~(3%)~~
Amortization of interest maintenance reserve		-		1	(100%)
Other revenues	200	198	1%
Total revenues	$876	$877	(0%)
Benefits and expenses
Benefits to policyholders and beneficiaries	$659	$748	(12%)
Increase in reserves for future policy benefits and claims	45	86	(48%)
Net transfers from separate accounts	(98)	(97)	(1%)
Commissions	26	27	(4%)
Other expenses	134	137	(2%)
Total benefits and expenses	$766	$901	(15%)
Pre-tax operating earnings (losses)	$110	$(24)	558%

BPre-tax operating earnings (losses) increased for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to lower benefits to policyholders and beneficiaries and smaller increases in reserves for future policy benefits and claims.

The decrease in benefits to policyholders and beneficiaries ~~Table~~were ofprimarily ~~Contents~~ related to individual variable life, traditional life and universal life insurance product death benefits.

	December 31,
(in millions)	2019	2018	Change
Other revenues	208	214	(3%)
Total revenues	$ 883	$895	(1%)
Benefits and expenses
Benefits to policyholders and beneficiaries	$ 756	$713	6%
Increase in reserves for future policy benefits and claims	21	4	425%
Net transfers from separate accounts	(105)	(71)	(48%)
Commissions	30	27	11%
Dividends to policyholders	38	40	(5%)
Other expenses	133	154	(14%)
Total benefits and expenses	$ 873	$867	1%
Pre-tax operating earnings	$ 10	$ 28	(64%)

The decrease in change in reserves for future policy benefits and claims was driven by a smaller increase year over year for individual universal life insurance products that was partially offset by a larger increase year over year for individual variable life insurance products.

~~Pre-tax~~2021 ~~operating~~Compared ~~earnings decreased for the year ended December 31, 2019 compared~~ to ~~the~~2020 year ended December 31, 2018, primarily due to higher benefits to policyholders and beneficiaries and increase in reserves for future policy benefits and claims, partially offset by an increase in net transfers from separate accounts.

The increase in reserves for future policy benefits and claims was driven by individual universal life insurance products.

The increase in net transfers from separate accounts was due to higher net transfers from separate accounts for individual variable life insurance.

2018 Compared to 2017

The following table summarizes selected financial data for the Company’s Life Insurance segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2021	~~2018~~2020	Change	~~2017~~	~~Change~~
Results of Operations
Revenues
Premiums and annuity considerations	$425	$~~410~~394	8%	~~$413~~	~~(1%)~~
Net investment income	254	~~270~~247	3%	~~279~~	~~(3%)~~
Amortization of interest maintenance reserve		1		1	0%
Other revenues	198	193	3%
Other revenues		214		218	(2%)
Total revenues	$877	$834	5%
Total revenues		$895		$911	(2%)
Benefits and expenses
Benefits and expenses
Benefits to policyholders and beneficiaries	$748	$689	9%
Benefits to policyholders and beneficiaries		$713		$761	(6%)
Increase in reserves for future policy benefits and claims	86	62	39%
Increase (decrease) in reserves for future policy benefits and claims		4		(8)	150%
Net transfers from separate accounts	(97)	(85)	(14%)
Net transfers from separate accounts		(71)		(97)	27%
Commissions	27	21	29%
Commissions		27		26	4%
Other expenses	137	159	(14%)
Dividends to policyholders		40		46	(13%)
Total benefits and expenses	$901	$846	7%
Other expenses		154		151	2%
Pre-tax operating losses	$(24)	$(12)	(100%)
Total benefits and expenses		$867		$879	(1%)
Pre-tax operating earnings		$ 28		$ 32	(13%)

~~Pre~~B-tax operating earnings decreased for the year ended December 31, 2018 compared to the year ended December 31, 2017, primarily due to lower net transfers from separate accounts partially offset by lower benefits to policyholders and beneficiaries.33

~~The~~Pre-tax ~~decrease~~operating inlosses ~~net~~increased ~~transfers~~for ~~from~~the ~~separate~~year ~~accounts~~ended ~~was~~December ~~due~~31, 2021 compared to the year ended December 31, 2020, primarily due to ~~lower~~higher ~~net~~benefits ~~transfers~~to ~~from~~policyholders ~~separate~~and ~~accounts~~beneficiaries and increase in reserves for ~~individual~~future ~~variable~~policy ~~life~~benefits ~~insurance~~and claims, partially offset by increased net premiums and net transfers from separate accounts.

~~B-32~~The increase in benefits to policyholders and beneficiaries were primarily related to individual variable life insurance product death benefits.

The larger increase in reserves for future policy benefits and claims was driven by individual universal life insurance products, ~~Table~~partially ofoffset ~~Contents~~ by a decrease in individual variable life insurance product general account reserves.

Higher net premiums were principally associated with the Company’s individual universal life insurance products.

The increase in net transfers from separate accounts reflects an increase in benefits to policyholders and beneficiaries and fewer transfers into fixed option funds for individual variable life insurance products.

Annuities

~~2019~~2022 Compared to ~~2018~~2021

The following table summarizes selected financial data for the Company’s Annuities segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	Change	~~2018~~	~~Change~~
Results of Operations
Revenues
Premiums and annuity considerations	$6,457	$ 46,~~202~~686	(3%)	~~$ 3,868~~	9%
Net investment income	346	~~319~~337	3%	~~319~~	0%
Amortization of interest maintenance reserve		1		1	0%
Other revenues	1,639	1,670	(2%)
Other revenues		1,488		1,468	1%
Total revenues	$8,442	$8,693	(3%)
Total revenues		$ 6,010		$ 5,656	6%
Benefits and expenses
Benefits and expenses
Benefits to policyholders and beneficiaries	$8,255	$8,776	(6%)
Benefits to policyholders and beneficiaries		$ 7,993		$ 7,980	0%
Increase in reserves for future policy benefits and claims	2,353	84	2701%
Increase (decrease) in reserves for future policy benefits and claims		25		(211)	112%
Net transfers from separate accounts	(2,891)	(1,296)	(123%)
Net transfers from separate accounts		(2,695)		(2,618)	(3%)
Commissions	546	629	(13%)
Commissions		442		434	2%
Reserve adjustment on reinsurance assumed	(161)	(151)	(7%)
Reserve adjustment on reinsurance assumed		(246)		(352)	30%
Other expenses	136	41	232%
Other expenses		57		48	19%
Total benefits and expenses	$8,238	$8,083	2%
Total benefits and expenses		$ 5,576		$ 5,281	6%
Pre-tax operating earnings	$204	$610	(67%)
Pre-tax operating earnings		$ 434		$ 375	16%

Pre-tax operating earnings ~~increased~~ decreased for the year ended December 31, ~~2019~~2022 compared to the year ended December 31, ~~2018~~2021, primarily ~~due~~driven toby ~~higher~~increases ~~annuity~~in ~~considerations,~~reserves ~~partially~~for ~~offset~~future bypolicy abenefits ~~decrease~~and inclaims ~~the~~and ~~reserve~~decreases ~~adjustment~~in onannuity ~~reinsurance~~considerations, ~~assumed~~partially ~~and~~offset by a higher ~~increase~~net ~~in reserves~~transfers ~~for~~from ~~future~~separate ~~policy~~accounts and lower benefits to policyholders and ~~claims~~beneficiaries.

~~Annuity~~The ~~considerations~~increase ~~increased~~in ~~due~~reserves tofor ~~higher~~future ~~sales~~policy ofbenefits ~~variable~~and ~~annuities,~~claims ~~immediate~~was ~~annuities,~~driven by a larger increase in individual fixed ~~annuities~~annuity products, individual immediate annuity products and ~~in-plan~~individual ~~guarantees~~registered indexed linked annuity products.

~~The~~Annuity ~~lower~~considerations ~~reserve~~decreased ~~adjustment~~due onto ~~reinsurance~~lower ~~assumed~~sales ~~was primarily~~of ~~due~~individual tovariable aannuity ~~decrease~~products, inpartially ~~assumed~~offset ~~annuity~~by ~~and~~an ~~surrender~~increase in ~~benefits~~sales onof ~~the~~individual fixed annuity ~~modified coinsurance agreement with NLAIC~~products.

The ~~higher~~ increase in ~~reserves~~net ~~for~~transfers ~~future~~from ~~policy~~separate ~~benefits~~accounts ~~and claims~~primarily ~~was~~reflects ~~driven~~a bydecrease ~~fixed~~in annuity ~~products~~considerations, partially offset by lower benefits to policyholders and beneficiaries, for individual variable annuity products.

~~2018~~The ~~Compared~~decrease in benefits to ~~2017~~policyholders and beneficiaries was principally driven by reduced individual variable annuity product surrender benefits.

The following table summarizes selected financial data for the Company’s Annuities segment for the years ended:

	December 31,
(in millions)	2018	2017	Change
Results of Operations
Revenues
Premiums and annuity considerations	$ 3,868	$ 4,424	(13%)
Net investment income	319	324	(2%)
Amortization of interest maintenance reserve	1	1	0%
Other revenues	1,468	1,434	2%
Total revenues	$ 5,656	$ 6,183	(9%)
Benefits and expenses
Benefits to policyholders and beneficiaries	$ 7,980	$ 7,297	9%
Decrease in reserves for future policy benefits and claims	(211)	(311)	32%
Net transfers from separate accounts	(2,618)	(1,149)	(128%)
Commissions	434	466	(7%)
Reserve adjustment on reinsurance assumed	(352)	(553)	36%
Other expenses	48	54	(11%)

B-33

Table of Contents

	December 31,
(in millions)	2018	2017	Change
Total benefits and expenses	$5,281	$5,804	(9%)
Pre-tax operating earnings	$ 375	$ 379	(1%)

Pre-tax operating earnings decreased for the year ended December 31, 2018 compared to the year ended December 31, 2017, primarily due to lower annuity considerations, higher benefits to policyholders and beneficiaries and lower reserve adjustment on reinsurance assumed, partially offset by higher net transfers from separate accounts.

Annuity considerations decreased primarily due to lower sales of variable annuities.

The increase in benefits to policyholders and beneficiaries was driven by higher surrender benefits in individual variable annuities.

Reserve adjustment on reinsurance assumed increased due to changes in the reserves component of the fixed annuity modified coinsurance agreement with NLAIC.

Workplace Solutions

2019 Compared to 2018

The following table summarizes selected financial data for the Company’s Workplace Solutions segment for the years ended:

	December 31,
(in millions)	2019	2018	Change
Results of Operations
Revenues
Premiums and annuity considerations	$ 4,324	$4,095	6%
Net investment income	824	798	3%
Amortization of interest maintenance reserve	(4)	(3)	(33%)
Other revenues	326	291	12%
Total revenues	$ 5,470	$5,181	6%
Benefits and expenses
Benefits to policyholders and beneficiaries	$ 5,308	$4,685	13%
Increase in reserves for future policy benefits and claims	1,135	876	30%
Net transfers from separate accounts	(1,319)	(725)	(82%)
Commissions	96	95	1%
Other expenses	122	132	(8%)
Total benefits and expenses	$ 5,342	$5,063	6%
Pre-tax operating earnings	$ 128	$ 118	8%

Pre-tax operating earnings increased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to higher annuity considerations and increase in net transfers from separate accounts, partially offset by increase in benefits to policyholders and beneficiaries and a higher increase in reserves for future policy benefits and claims.

Annuity considerations increased primarily due to sales of private sector retirement plans.

The increase in net transfers from separate accounts was primarily driven by public sector retirement plan products from account rebalancing from variable to fixed due to market growth.

The increase in reserves for future policy benefits and claims was primarily driven by larger reserve increases in public sector retirement plan products, partially offset by lower reserve increases in private sector retirement plan products. Current year increases for public sector retirement plans was primarily driven by plan sponsor acquisitions.

B-34

2021 Compared ~~Table~~to of2020 ~~Contents~~

~~2018~~The ~~Compared~~following totable ~~2017~~summarizes selected financial data for the Company’s Annuities segment for the years ended:

The following table summarizes selected financial data for the Company’s Workplace Solutions segment for the years ended:

	December 31,
(in millions)	2021	2020	Change
Results of Operations
Revenues
Premiums and annuity considerations	$6,686	$3,407	96%
Net investment income	337	338	0%
Other revenues	1,670	1,502	11%
Total revenues	$8,693	$5,247	66%
Benefits and expenses
Benefits to policyholders and beneficiaries	$8,776	$7,140	23%
Increase (decrease) in reserves for future policy benefits and claims	84	(78)	208%
Net transfers from separate accounts	(1,296)	(2,490)	48%
Commissions	629	437	44%
Reserve adjustment on reinsurance assumed	(151)	(172)	12%
Other expenses	41	55	(25%)
Total benefits and expenses	$8,083	$4,892	65%
Pre-tax operating earnings	$610	$355	72%

	December 31,
(in millions)	2018	2017	Change
Results of Operations
Revenues
Premiums and annuity considerations	$4,095	$3,986	3%
Net investment income	798	807	(1%)
Amortization of interest maintenance reserve	(3)	(2)	(50%)
Other revenues	291	545	(47%)
Total revenues	$5,181	$5,336	(3%)
Benefits and expenses
Benefits to policyholders and beneficiaries	$4,685	$4,237	11%
Increase in reserves for future policy benefits and claims	876	1,329	(34%)
Net transfers from separate accounts	(725)	(595)	(22%)
Commissions	95	96	(1%)
Other expenses	132	151	(13%)
Total benefits and expenses	$5,063	$5,218	(3%)
Pre-tax operating earnings	$ 118	$ 118	0%

Pre-tax operating earnings increased for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily driven by increased revenues due to higher annuity considerations and asset fee income outpacing increases in benefits and expenses associated with benefits to policyholders and beneficiaries, net transfers from separate accounts, commissions and increase in reserves for future policy benefits and claims.

~~Pre-tax~~Annuity ~~operating~~considerations ~~earnings remained~~increased ~~consistent for the year ended December 31, 2018 compared to the year ended December 31, 2017 primarily~~ due to higher ~~annuity~~sales ~~considerations,~~of ~~lower~~individual ~~reserves~~variable ~~for future policy benefits and claims and higher net transfers from separate accounts~~annuities, ~~offset by~~principally ~~higher~~those ~~benefits~~with toliving ~~policyholders~~benefit ~~and beneficiaries and lower other revenues~~guarantees.

~~The~~Asset ~~increase~~fee inincome ~~annuity~~growth ~~considerations~~ was ~~primarily~~ driven by ~~sales~~ ofhigher ~~private~~average ~~sector~~separate ~~retirement~~account ~~plans~~asset values and favorable market returns.

~~Lower~~The ~~reserves for~~increase ~~future~~in ~~policy~~ benefits to policyholders and ~~claims~~beneficiaries ~~were~~was ~~primarily~~principally driven by ~~smaller~~surrender ~~reserve~~benefits ~~increases~~ in ~~public~~individual variable ~~sector~~annuities ~~retirement~~due ~~plan~~to ~~products~~higher lapse rates.

The ~~increase~~decrease in net transfers from separate accounts ~~was driven~~primarily byreflect ~~higher~~annuity ~~net~~considerations ~~transfers from separate accounts~~ in ~~public~~excess ~~sector~~of ~~retirement~~benefits ~~plan~~to policyholders ~~products~~and asbeneficiaries afor ~~result~~individual ofvariable ~~higher~~annuity ~~paid surrenders~~products.

~~Benefits~~Higher tocommission ~~policyholders~~expense ~~and~~is ~~beneficiaries~~the ~~increased primarily~~result ~~due~~of tothe ~~public~~increase ~~sector~~in ~~retirement~~individual ~~plans~~variable annuity considerations.

The ~~decrease~~ increase in ~~other~~reserves ~~revenues~~for future ~~was~~policy ~~primarily~~benefits and claims was driven by ~~lower~~a ~~public~~larger ~~retirement~~increase ~~plan~~in ~~miscellaneous~~individual ~~income~~variable annuity product guaranteed benefit reserves, partially offset by larger decreases in reserves for individual immediate annuity products.

Retirement Solutions

2022 Compared to 2021

The following table summarizes selected financial data for the Company’s Retirement Solutions segment for the years ended:

	December 31,
(in millions)	2022	2021	Change
Results of Operations
Revenues
Premiums and annuity considerations	$4,398	$4,377	0%
Net investment income	860	861	0%
Other revenues	181	229	(21%)
Total revenues	$5,439	$5,467	(1%)
Benefits and expenses

B-35

	December 31,
(in millions)	2022	2021	Change
Benefits to policyholders and beneficiaries	$6,385	$6,702	(5%)
(Decrease) increase in reserves for future policy benefits and claims	(628)	89	(806%)
Net transfers from separate accounts	(736)	(1,711)	57%
Commissions	138	104	33%
Other expenses	120	122	(2%)
Total benefits and expenses	$5,279	$5,306	(1%)
Pre-tax operating earnings	$160	$161	(1%)

Pre-tax operating earnings was consistent for the year ended December 31, 2022 compared to the year ended December 31, 2021. Lower net transfers from separate accounts were offset by a decrease in reserves for future policy benefits and claims and smaller benefits to policyholders and beneficiaries.

The decrease in net transfers from separate accounts was principally related to transfers to fixed option funds in private and public sector retirement plan separate accounts.

The larger decrease in reserves for future policy benefits and claims primarily reflects a decrease in public sector retirement plan reserves due to large case withdrawals.

Benefits to policyholders and beneficiaries decreased primarily due to surrender benefits in private and public sector retirement plans.

2021 Compared to 2020

The following table summarizes selected financial data for the Company’s Retirement Solutions segment for the years ended:

	December 31,
(in millions)	2021	2020	Change
Results of Operations
Revenues
Premiums and annuity considerations	$4,377	$5,939	(26%)
Net investment income	861	843	2%
Other revenues	229	350	(35%)
Total revenues	$5,467	$7,132	(23%)
Benefits and expenses
Benefits to policyholders and beneficiaries	$6,702	$6,582	2%
Increase in reserves for future policy benefits and claims	89	1,582	(94%)
Net transfers from separate accounts	(1,711)	(1,372)	25%
Commissions	104	94	11%
Other expenses	122	131	(7%)
Total benefits and expenses	$5,306	$7,017	(24%)
Pre-tax operating earnings	$161	$115	40%

Pre-tax operating earnings increased for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to a smaller increase in reserves for future policy benefits and claims and increases in net transfers from separate accounts, partially offset by lower annuity considerations and higher benefits to policyholders and beneficiaries.

The smaller increase in reserves for future policy benefits and claims reflects a decrease in private sector retirement plan reserves and a lower increase in public sector retirement plan reserves during 2021 as compared to their respective significant reserve increases during 2020.

The increase in net transfers from separate accounts was principally related to higher benefits and lower considerations in private sector retirement plan separate accounts.

B-36

Annuity consideration decreases in private and public sector retirement plans reflect a return to normal levels following significant increases in 2020 which included transfers into public sector retirement plans from Nationwide Trust Company, FSB, an affiliate.

Benefits to policyholders and beneficiaries increased primarily due to annuity death benefits and surrender benefits in public sector retirement plans, partially offset by a decline in surrender benefits for private sector retirement plans.

Corporate Solutions and Other

~~2019~~ 2022 Compared to ~~2018~~2021

The following table summarizes selected financial data for the Company’s Corporate Solutions and Other segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	Change	~~2018~~	~~Change~~
Results of Operations
Revenues
Premiums and annuity considerations	$3,265	$1,~~229~~176	178%	~~$1,456~~	~~(16%)~~
Net investment income	552	~~569~~779	(29%)	~~540~~	5%
Amortization of interest maintenance reserve		1		-	0%
Other revenues	326	357	(9%)
Other revenues		290		267	9%
Total revenues	$4,143	$2,312	79%
Total revenues		$2,089		$2,263	(8%)
Benefits and expenses
Benefits and expenses
Benefits to policyholders and beneficiaries	$664	$658	1%
Benefits to policyholders and beneficiaries		$ 725		$ 583	24%
Increase in reserves for future policy benefits and claims	755	548	38%
Increase in reserves for future policy benefits and claims		320		67	378%
Net transfers to separate accounts	2,090	102	1949%
Net transfers to separate accounts		372		946	(61%)
Commissions	100	98	2%
Other expenses	174	169	3%
Total benefits and expenses	$3,783	$1,575	140%
Pre-tax operating earnings	$360	$737	(51%)

BPre-35tax operating earnings decreased for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to an increase in net transfers to separate accounts, a decrease in net investment income and an increase in reserves for future policy benefits and claims, partially offset by an increase in premiums and annuity considerations.

The net transfers to separate accounts increase was primarily attributable to large case acquisitions in variable ~~Table~~COLI ofand ~~Contents~~ BOLI products.

	December 31,
(in millions)	2019	2018	Change
Commissions	106	114	(7%)
Other expenses	105	64	64%
Total benefits and expenses	$1,628	$1,774	(8%)
Pre-tax operating earnings	$ 461	$ 489	(6%)

The decrease in net investment income was principally due to a decrease in invested assets not assigned to other reportable segments.

~~Pre-tax~~The ~~operating earnings decreased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to a decrease in premiums and annuity considerations, higher~~ increase in reserves for future policy benefits and claims ~~and~~was ~~increased~~primarily ~~benefits to~~associated ~~policyholders~~with ~~and~~new ~~beneficiaries,~~case ~~partially~~acquisitions ~~offset~~in byPRT ~~lower~~products and ~~net~~COLI ~~transfers~~and toBOLI ~~separate accounts~~products.

~~Premium~~Large ~~decreased~~case ~~primarily~~acquisitions ~~due~~drove tothe ~~lower~~increase ~~current year case acquisitions~~ in COLI and BOLI ~~products~~product premiums and PRT product annuity considerations increased due to new case acquisitions.

~~Higher increase~~2021 inCompared ~~reserves~~to ~~for~~2020 ~~future policy benefits and claims was primarily driven by COLI and BOLI product current year premiums and transfers into fixed from variable.~~

The increase in benefits to policyholders and beneficiaries was driven by increases in COLI and BOLI products.

Net transfers to separate accounts decreased due to variable COLI and BOLI products which was driven by a decline in premiums received and an increase in surrender benefits paid.

2018 Compared to 2017

The following table summarizes selected financial data for the Company’s Corporate Solutions and Other segment for the years ended:

	December 31,	~~December 31,~~
(in millions)	2021	~~2018~~2020	Change	~~2017~~	~~Change~~
Results of Operations
Revenues
Premiums and annuity considerations	$1,176	$~~1,456~~897	31%	~~$1,580~~	~~(8%)~~
Net investment income	779	~~540~~679	15%	~~548~~	~~(1%)~~
Amortization of interest maintenance reserve		-		(2)	100%
Other revenues	357	327	9%
Other revenues		267		246	9%
Total revenues	$2,312	$1,903	21%
Total revenues		$2,263		$2,372	(5%)
Benefits and expenses
Benefits to policyholders and beneficiaries		$ 583		$ 584	(0%)
Increase in reserves for future policy benefits and claims		67		236	(72%)
Net transfers to separate accounts		946		891	6%
Commissions		114		95	20%
Other expenses		64		110	(42%)
Total benefits and expenses		$1,774		$1,916	(7%)
Pre-tax operating earnings		$ 489		$ 456	7%

~~Pre~~B-tax operating earnings increased for the year ended December 31, 2018 compared to the year ended December 31, 2017, primarily due to a lower increase in reserves for future policy benefits and claims partially offset by lower premiums.37

The lower increase in reserves for future policy benefits and claims was primarily driven by COLI and BOLI products due to lower premiums, higher paid benefits and a decline in investment performance.

	December 31,
(in millions)	2021	2020	Change
Benefits and expenses
Benefits to policyholders and beneficiaries	$658	$602	9%
Increase in reserves for future policy benefits and claims	548	61	798%
Net transfers to separate accounts	102	403	(75%)
Commissions	98	94	4%
Other expenses	169	135	25%
Total benefits and expenses	$1,575	$1,295	22%
Pre-tax operating earnings	$737	$608	21%

Pre-tax operating earnings increased for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily due to higher premiums and net investment income as well as a decrease in net transfers to separate accounts, partially offset by a larger increase in reserves for future policy benefits and claims and higher benefits to policyholders and beneficiaries.

The increase in premiums was driven by higher first year case acquisitions in fixed COLI and BOLI products, partially offset by a decline in first year case acquisitions in variable COLI and BOLI products.

The increase in net investment income was principally due to an increase in invested assets not assigned to other reportable segments.

Net transfers to separate accounts decreased due to variable COLI and BOLI products which was driven by a decline in premiums received and an increase in surrender benefits paid.

The larger increase in reserves for future policy benefits and claims was primarily driven by fixed COLI and BOLI products due to higher premiums.

The increase in benefits to policyholders and beneficiaries was driven by higher COLI and BOLI product surrender benefits paid, partially offset by lower paid death benefits.

Liquidity and Capital Resources

Liquidity and capital resources demonstrate the overall financial strength of the Company and its ability to generate cash flows from its operations and borrow funds at competitive rates to meet operating and growth needs. The Company’s operations have historically provided substantial cash flow. The Company has sufficient cash resources to meet all current obligations for policyholder benefits, withdrawals, surrenders, dividends and policy loans. The Company also participates in inter-company repurchase agreements or other borrowing arrangements with affiliates to satisfy short-term cash needs.

BThe most significant long-36term contractual obligations of the Company relate to the future policy benefits and claims for its annuity and life insurance products. The Company purchases investments with durations to match the expected durations of the liabilities they support.

To mitigate the risks that actual withdrawals may exceed anticipated amounts or that rising interest rates may cause a decline ~~Table~~in the value of ~~Contents~~ the Company’s bond investments, the Company imposes market value adjustments or surrender charges on the majority of its products and offers products where the investment risk is transferred to the contractholder. Liabilities related to separate accounts, where the investment risk is typically borne by the contractholder, comprised 68.0% of total liabilities as of December 31, 2022 and 73.9% as of December 31, 2021.

The Company purchases investments with durations to match the expected durations of the liabilities they support. To mitigate the risks that actual withdrawals may exceed anticipated amounts or that rising interest rates may cause a decline in the value of the Company’s bond investments, the Company imposes market value adjustments or surrender charges on the majority of its products and offers products where the investment risk is transferred to the contractholder. Liabilities related to separate accounts, where the investment risk is typically borne by the contractholder, comprised 72.2% of total liabilities as of December 31, 2019 and 70.1% as of December 31, 2018.

A primary liquidity concern with respect to annuity and life insurance products is the risk of early policyholder withdrawal. The Company attempts to mitigate this risk by offering variable products where the investment risk is transferred to the policyholder, charging surrender fees at the time of withdrawal for certain products, applying a market value adjustment to withdrawals for certain products in the Company’s general account and monitoring and matching anticipated cash inflows and outflows.

For individual annuity products, surrender charges generally are calculated as a percentage of deposits and are assessed at declining rates during the first seven years after a deposit is made.

For group annuity products, surrender charge amounts and periods can vary significantly depending on the terms of each contract and the compensation structure for the producer. Generally, surrender charge percentages for group products are less than individual products because the Company incurs lower expenses at contract origination for group products. In addition, the majority of general account group annuity reserves are subject to a market value adjustment at withdrawal.

B-38

Life insurance policies are less susceptible to withdrawal than annuity products, because policyholders generally must undergo a new underwriting process and may incur a surrender fee in order to obtain a new insurance policy.

The short-term and long-term liquidity requirements of the Company are monitored regularly to match cash inflows with cash requirements. The Company reviews its short-term and long-term projected sources and uses of funds, investment and cash flow assumptions underlying these projections. The Company periodically adjusts to its investment policies to reflect changes in short-term and long-term cash needs and changing business and economic conditions.

Given the Company’s historical cash flows from operating and investing activities and current financial results, the Company believes that cash flows from activities over the next year will provide sufficient liquidity for the operations of the Company and sufficient funds for interest payments.

Borrowed Money

The Company ~~and~~is ~~NMIC~~a ~~maintain~~party of a $750 million ~~credit facility~~ ~~that~~revolving ~~expires~~variable onrate ~~April~~credit 2,facility ~~2020, with an option to convert outstanding balances at expiration into a one-year term loan~~agreement. The Company had no amounts outstanding under ~~this~~the ~~credit~~ facility as of December 31, ~~2019~~2022 and ~~2018~~ 2021.

The Company ~~participates~~has inentered ainto ~~commercial~~an ~~paper~~agreement ~~program~~with its custodial bank to borrow against the cash collateral that is posted in connection with aits securities ~~limit~~lending ofprogram. The maximum amount available under the agreement is $~~750~~350 million. The ~~Company~~borrowing ~~had~~rate ~~commercial~~on ~~paper~~this ~~outstanding~~program ofis ~~$200~~equal ~~million~~to asEffective Federal ofFunds ~~December~~Rate ~~31,~~plus ~~2019~~0.18%. ~~and~~The ~~$361~~Company ~~million~~had no amounts outstanding under this agreement as of December 31, 2022 ~~2018~~and 2021.

The Company has ~~an agreement~~ agreements with ~~its~~the ~~custodial~~FHLB ~~bank~~ to ~~borrow against~~provide ~~the~~financing ~~cash~~for operations. ~~collateral~~These ~~that~~agreements, iswhich ~~posted~~were renewed in February ~~connection~~2023 ~~with~~and ~~its~~expire ~~securities~~February ~~lending~~2, 2024, ~~program.~~allow ~~This is an uncommitted facility contingent on~~ the ~~liquidity~~Company ofaccess ~~the securities lending program. The borrowing facility was established~~ to ~~fund commercial~~borrow ~~mortgage~~up ~~loans~~to ~~that~~$1.1 ~~were~~billion. ~~originated~~As ~~with the intent~~ of ~~sale~~December ~~through~~31, ~~securitization.~~2022 ~~The~~and ~~maximum~~2021, ~~amount available under~~ the ~~agreement is $350 million. The borrowing rate on this program is equal to one-month London Interbank Offered Rate. The~~ Company had no amounts outstanding under ~~this~~these ~~agreement as of December 31, 2019 and 2018~~agreements.

~~As of December 31, 2018, the Company had access to borrow up to $250 million from the FHLB that expired on March 22, 2019.~~ In ~~March 2019~~2021, the Company ~~renewed~~terminated ~~the~~its ~~agreement~~commercial ~~with~~paper ~~the FHLB until March 22~~program, ~~2020~~which ~~and~~had ~~increased~~a ~~the borrowing~~ limit ~~from~~of $~~250~~750 million ~~to $300 million~~. ~~In March 2020, the Company renewed~~ the agreement with the FHLB until March 19, 2021. The Company had no amounts outstanding under the agreement as of December 31, 2019 and 2018. It is part of the Company’s strategy to use these funds for operations and any funds obtained from the FHLB for use in general operations would be accounted for as borrowed money.

See Note 9 to the audited statutory financial statements, included in the F pages of this report, for details regarding the Company’s usage of short-term debt and FHLB funding ~~agreement~~agreements.

B-37

Table of Contents

Surplus Notes

The surplus notes below were issued in accordance with Section 3901.72 of the Ohio Revised Code. The principal and interest on these surplus notes shall not be a liability or claim against the Company, or any of its assets, except as provided in Section 3901.72 of the Ohio Revised Code. ODI must approve interest and principal payments before they are paid.

On December 1719, 2001, the Company issued a $300 million surplus note to NFS, with an interest rate of 7.5%, and a maturity date of December 1731, 2031. Interest on the note is subject to prior approval of the ODI and is payable semi-annually on June 17 and December 17. The Company received approval from the ODI and made all scheduled interest payments ~~as scheduled~~.

On June 27, 2002, the Company issued an additional $300 million surplus note to NFS, with an interest rate of 8.15%, and a maturity date of June 27, 2032. Interest on the note is subject to prior approval of the ODI and is payable semi-annually on April 15 and October 15. The Company received approval from the ODI and made all scheduled interest payments ~~as scheduled~~.

On December 23, 2003, the Company issued an additional $100 million surplus note to NFS, with an interest rate of 6.75%, and a maturity date of December 23, 2033. Interest on the note is subject to prior approval of the ODI and is payable semi-annually on January 15 and July 15. The Company received approval from the ODI and made all scheduled interest payments ~~as scheduled~~.

On December 20, 2019, the Company issued an additional $400 million surplus note to NFS, with an interest rate of 4.21%, and a maturity date of December 19, 2059. Interest on the note is subject to prior approval of the ODI and is payable semi-annually on June 1 and December 1. The Company received ~~approval~~ approval from the ODI and made all scheduled interest payments.

See Note 10 to the audited statutory financial statements, included in the F pages of this report, for details regarding the Company’s usage of surplus notes.

Regulatory Risk-based Capital

Each insurance company’s state of domicile imposes minimum ~~risk-based~~RBC ~~capital~~ requirements that were developed by the NAIC. ~~Risk-based~~RBC ~~capital~~ is used to evaluate the adequacy of an insurer’s statutory capital and surplus in relation to the risks inherent in the insurer’s business related to asset quality, asset and liability matching, mortality and morbidity, and other business factors. Regulatory compliance is determined based on a ratio of a company’s regulatory total adjusted capital, as defined by the NAIC, to its authorized control level risk-based capital, as defined by the NAIC. Companies with a ratio below 200% (or below 250% with negative trends) are required to take corrective action steps. The Company exceeded the minimum risk-based capital requirements for all periods presented. See Note 14 to the audited statutory financial statements, included in the F pages of this report, for details regarding the Company’s regulatory risk-based capital.

~~Contractual Obligations and Commitments~~B-39

~~The~~Regulatory compliance ~~following~~is ~~table~~determined ~~summarizes~~annually ~~the Company~~based on a ratio of a company’s ~~contractual~~regulatory ~~obligations~~total ~~and~~adjusted ~~commitments~~capital, as ofdefined ~~December~~by 31the NAIC, ~~2019~~to ~~expected~~its authorized control level RBC, as defined by the NAIC. Companies with a ratio below 200% (or below 250% with negative trends) are required to betake ~~paid~~corrective inaction steps. The Company exceeded the minimum RBC requirements for all periods presented. ~~Payment~~See ~~amounts~~Note ~~reflect~~14 to the ~~Company’s~~audited ~~estimate~~statutory financial statements included in the F pages of ~~undiscounted~~this ~~cash~~report ~~flows~~for ~~related~~details toregarding ~~these~~the ~~obligations~~Company’s ~~and commitments~~regulatory RBC.

	Payments due by period
(in millions)	Less than 1 year	1-3 years	3-5 years	More than 5 years	Total
Future policy benefits and claims1,2,3,4	$5,137	8,336	7,422	80,877	101,772
Policyholders dividends accumulation5	452	-	-	-	452
Short-term debt6	203	-	-	-	203
Securities lending payable7	133		133
Surplus notes8	70	141	141	2,100	2,452
Total	$5,995	$8,477	$7,563	$82,977	$105,012

1 A significant portion of policy contract benefits and claims to be paid do not have stated contractual maturity dates and may not result in any ultimate payment obligation. Amounts reported represent estimated undiscounted cash flows out of the Company’s general account related to death, surrender, annuity and other benefit payments under policy contracts in force as of December 31, 2019. Separate account payments are not reflected due to the matched nature of these obligations and because the contract owners bear the investment risk of such deposits. Estimated payment amounts were developed based on the Company’s historical experience and related contractual provisions. Significant assumptions incorporated in the reported amounts include future policy

B-38

Table of Contents

	lapse rates (including the impact of customer decisions to make future premium payments to keep the related policies in force); coverage levels remaining unchanged from those provided under contracts in force as of December 31, 2019; future interest crediting rates; and estimated timing of payments. Actual amounts will vary, potentially by a significant amount, from the amounts indicated due to deviations between assumptions and actual results and the addition of new business in future periods.
2	Contractual provisions exist which could adjust the amount and/or timing of those obligations reported. Key assumptions related to payments due by period include customer lapse and withdrawal rates (including timing of death), exchanges to and from the fixed and separate accounts of the variable annuities, claim experience with respect to guarantees, and future interest crediting levels. Assumptions for future interest crediting levels were made based on processes consistent with the Company’s past practices, which are at the discretion of the Company, subject to guaranteed minimum crediting rates in many cases and/or subject to contractually obligated increases for specified time periods. Many of the contracts with potentially accelerated payments are subject to surrender charges, which are generally calculated as a percentage of deposits made and are assessed at declining rates during the first seven years after a deposit is made. Amounts disclosed include an estimate of those accelerated payments, net of applicable surrender charges. See Note 2 to the audited statutory financial statements, included in the F pages of this report for a description of the Company’s method for establishing life and annuity reserves.
3	Certain assumptions have been made about mortality experience and retirement patterns in the amounts reported. Actual deaths and retirements may differ significantly from those projected, which could cause the timing of the obligations reported to vary significantly. In addition, contractual surrender provisions exist on an immaterial portion of these contracts that could accelerate those obligations presented. Amounts disclosed do not include an estimate of those accelerated payments. Most of the contracts with potentially accelerated payments are subject to surrender charges, which are generally calculated as a percentage of the commuted value of the remaining term certain benefit payments and are assessed at declining rates during the first seven policy years.
4	Contractual provisions exist that could increase those obligations presented. The process for determining future interest crediting rates, as described in Note 2 above, was used to develop the estimates of payments due by period.
5	The provision for policyholders' dividends payable represents the liabilities related to dividends payable in the following year on participating policies. As such, the obligations related to these liabilities are presented in the table above in the less than one year category in the amounts of the liabilities presented in the Company's Statement of Admitted Assets, Liabilities, Capital and Surplus.
6	No contractual provisions exist that could create, increase or accelerate those obligations presented. The amount presented includes contractual principal payments and interest based on rates in effect on December 31, 2019. See Note 9 to the audited statutory financial statements, included in the F pages of this report for more details.
7	Since the timing of the return is uncertain, these obligations have been reflected in payments due in less than one year.
8	See Note 10 to the audited statutory financial statements, included in the F pages of this report, for a discussion of the Company’s surplus notes.

Investments

General

The Company’s assets are divided into separate account and general account assets. Of the Company’s total assets, $~~105~~102.78 billion (6864%) and $92125.94 billion (6770%) were held in separate accounts as of December 31, ~~2019~~2022 and ~~2018~~2021, respectively. As of December 31, ~~2019~~2022 and ~~2018~~2021, the Company held assets of $4958.56 billion (3236%) and $4653.5 billion (3330%) in general accounts, respectively, including $4857.0 billion of general account ~~investments~~invested assets as of December 31, ~~2019~~2022 compared to $4552.01 billion as of December 31, ~~2018~~2021.

Separate account assets primarily consist of investments made with deposits from the Company’s variable annuity and variable life insurance business. Most separate account assets are invested in various mutual funds. After deducting fees or expense charges, ~~the~~ investment performance inis generally passed into the Company’s separate account assets ~~is passed~~ through to the Company’s customers.

The following table summarizes the Company’s general account investments by asset category, as of the dates indicated:

		December 31, 2019			December 31, 2018
	December 31, 2022		December 31, 2021
(in millions)	Carrying value	~~Carrying~~% ~~value~~of total	Carrying value	% of total	~~Carrying value~~	~~% of total~~
Invested assets:
Bonds	$40,208	~~$35,124~~71%	$37,931	73%	~~$32,348~~	~~72%~~
Stocks	3,700	~~2,622~~6%	3,016	6%	~~1,820~~	4%
Mortgage loans, net of allowance	8,363	~~7,655~~15%	8,185	16%	~~7,764~~	~~17%~~
Policy loans	933	~~903~~2%	913	2%	~~905~~	2%
Derivative assets	143	940%	64	0%	~~100~~	0%
Cash, cash equivalents and short-term investments	1,621	~~556~~3%	636	1%	~~1,099~~	3%
Securities lending collateral assets	232	0%	170	0%
Other invested assets	1,848	3%	1,225	2%
Total invested assets	$57,048	100%	$52,140	100%

B-39

Table of Contents

	December 31, 2019		December 31, 2018
(in millions)	Carrying value	% of total	Carrying value	% of total
Securities lending collateral assets	132	0%	101	0%
Other invested assets	958	2%	883	2%
Total invested assets	$48,044	100%	$45,020	100%

See Note 5 to the Company’s audited statutory financial statements included in the F pages for further information regarding the Company’s investments.

Bonds

The NAIC assigns securities quality ratings and uniform valuations (called NAIC designations), which are used by insurers when preparing their annual statements. For most securities, NAIC ratings are derived from ratings received from nationally recognized rating agencies. The NAIC also assigns ratings to securities that do not receive public ratings. The designations assigned by the NAIC range from class 1 (highest quality) to class 6 (lowest quality). Of the Company’s bonds, 9596% and 9694% were in the two highest NAIC designations as of December 31, ~~2019~~2022 and ~~December 31~~2021, ~~2018,~~ respectively.

Bonds are generally stated at amortized cost, except those with an NAIC designation of "6", which are stated at the lower of amortized cost or fair value. Changes in the fair value of bonds stated at fair value are charged to surplus.

The following table displays the NAIC designation of the Company’s investment in bonds, as of the dates indicated:

(in millions)	December 31, 2022	~~December 31, 2019~~		December 31, 2021			~~December 31, 2018~~
NAIC designation	Carrying value	~~Carrying~~Fair value	% of total statement value	~~Fair~~Carrying value	Fair value	% of total statement value	~~Carrying value~~	~~Fair value~~	~~% of total statement value~~
1	$21,073	$19,~~561~~210	53%	$2119,~~185~~868	$21,733	5552%	~~$17,760~~	~~$18,054~~	~~56%~~
2	17,241	1315,~~933~~489	43%	1415,~~919~~907	17,267	4042%	~~13,075~~	~~12,944~~	~~40%~~
3	1,291	1,~~115~~146	3%	1,~~119~~610	1,689	35%	~~1,085~~	~~1,013~~	3%
4	512	~~296~~471	1%	~~299~~458	451	1%	~~324~~	~~282~~	1%
5		199		170		1%	82	79	0%
6		20		43		0%	22	47	0%
		$35,124		$37,735		100%	$32,348	$32,419	100%

~~See Note 2 to the Company’s audited statutory financial statements included in the F pages for the policy for valuation of bonds and stocks.~~B-40

(in millions)	December 31, 2022			December 31, 2021
NAIC designation	Carrying value	Fair value	% of total statement value	Carrying value	Fair value	% of total statement value
5	78	75	0%	78	77	0%
6	13	19	0%	10	25	0%
	$40,208	$36,410	100%	$37,931	$41,242	100%

See Note 2 to the Company’s audited statutory financial statements included in the F pages for the policy for valuation of bonds.

Loan-backed structured securities

Loan-backed and structured securities include residential mortgage-backed securities, commercial mortgage-backed securities and certain other asset-backed securities.

The following table displays the NAIC designation of the Company’s investment in loan-backed structured securities, as of the dates indicated:

(in millions)	December 31, 2022	~~December 31, 2019~~		December 31, 2021			~~December 31, 2018~~
NAIC designation	Statement Value	~~Statement~~Fair Value	% of total statement value	~~Fair~~Statement Value	Fair Value	% of total statement value	~~Statement Value~~	~~Fair Value~~	~~% of total statement value~~
1	$6,410	$56,~~035~~022	96%	$5,~~200~~635	$5,768	9495%	~~$4,560~~	~~$4,625~~	~~91%~~
2	173	~~231~~160	2%	~~260~~180	190	43%	~~233~~	~~281~~	5%
3	64	6753	1%	6281	83	1%	~~112~~	~~109~~	3%
4	46	6341	1%	6048	44	1%	67	59	1%
5	9	1911	0%	1814	11	0%	14	16	0%
6	-	187	0%	407	21	0%	19	44	0%
		$5,433		$5,640		100%	$5,005	$5,134	100%
	$6,702	$6,294	100%	$5,965	$6,117	100%

B-40

Table of Contents

Stocks

Stocks are largely comprised of investments in affiliated entities. Refer to Note 2 and Note 5 ofto the Company’s audited statutory financial statements included in the F pages for information on the valuation methodology and investment in subsidiaries.

Other Invested Assets

The Company’s other invested assets consist of primarily of alternative investments in private equity funds, tax credit funds, real estate partnership, ~~and~~ investment in Eagle accounted for under the equity method, and derivatives collateral and receivables.

The following table summarizes the composition of the Company’s carrying value of other invested assets, as of the dates indicated:

	December 31,	~~December 31,~~
(in millions)	2022	~~2019~~2021	~~2018~~
Alternative investments:
Private equity funds	$797	$~~267~~536	~~$197~~
Real estate partnerships	730	~~299~~463	~~215~~
Tax credit funds	117	~~192~~147	~~187~~
Investment in Eagle	53	6553	60
Total alternative investments	$1,697	$~~823~~1,199	~~$659~~
Derivatives collateral and receivables	151	~~135~~26	~~224~~
Total other invested assets	$1,848	$~~958~~1,225	~~$883~~

B-41

Mortgage Loans, Net of Allowance

As of December 31, ~~2019~~2022, commercial mortgage loans were $78.74 billion (1615%) of the statement value of investments), compared to $7.8.2 billion (1716%) as of December 31, ~~2018~~2021. ~~Commitments~~There towere ~~fund~~$291 ~~commercial~~million ~~mortgage~~of ~~loans~~outstanding ofcommitments ~~$147~~to ~~million~~fund ~~were~~commercial ~~outstanding~~mortgage loans as of December 31, ~~2019~~2022. There ~~compared~~were no outstanding commitments to ~~$7 million~~fund commercial mortgage loans as of December 31, ~~2018~~2021.

As of December 31, ~~2019~~ 2022 and December 31, ~~2018~~2021, the Company has a diversified mortgage loan portfolio with no more than 23% and 24%, respectively, in a geographic region in the U.S., no more than 4044% and 43%, respectively, in a property type and no more than 1% with any one borrower.

See Note 5 to the Company’s audited statutory financial statements included in the F pages for the additional information on the mortgage loan portfolio.

Other Investment Information

See Note 5 ~~included~~to in the ~~F pages of the~~ Company’s audited statutory financial statements included in the F pages for the additional information on the Company’s investment in subsidiaries, real estate, and securities lending agreements. See Note 6 into the ~~F pages of the~~ Company’s audited statutory financial statements included in the F pages for the additional information on the Company’s derivative instruments.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Sensitive Financial Instruments

The Company is subject to potential fluctuations in earnings and the fair value of some of its assets and liabilities, as well as variations in expected cash flows due to changes in interest rates and equity markets. The following discussion focuses on specific interest rate, foreign currency and equity market risks to which the Company is exposed and describes strategies used to manage these risks. This discussion is limited to financial instruments subject to market risks and is not intended to be a complete discussion of all of the risks to which the Company is exposed.

Interest Rate Risk

Fluctuations in interest rates can impact the Company’s earnings, cash flows and the fair value of some of its assets and liabilities. In a declining interest rate environment, the Company may be required to reinvest the proceeds from maturing and prepaying investments at rates lower than the overall portfolio yield, which could reduce future interest spread income. In addition, minimum guaranteed crediting rates on certain life and annuity contracts could prevent the Company from lowering its interest crediting rates to levels commensurate with prevailing market interest rates, resulting in a reduction to the Company’s interest spread income.

B-41

Table of Contents

The following table presents account values by range of minimum guaranteed crediting rates and the current weighted average crediting rates for certain of the Company’s products, as of the dates indicated:

	Life Insurance1	~~Life Insurance1~~	Annuities2		Retirement Solutions3	~~Annuities 2~~	Corporate Solutions and Other			~~Corporate Solutions and Other~~			~~Workplace Solutions3~~
(in millions)	Account value	~~Account~~Weighted ~~value~~average crediting rate	Account value	Weighted average crediting rate	Account value	~~Account~~Weighted ~~value~~average crediting rate	Account value	Weighted average crediting rate	~~Account value~~		~~Weighted average crediting rate~~	~~Account value~~		~~Weighted average crediting rate~~
December 31, 2019
December 31, 2022
Minimum guaranteed crediting rate of 3.51% or greater	$554	~~$607~~4.00%	$-	~~4.00~~ -%	$-	$ -%	$- %	-%	~~$ -~~		~~- %~~	~~$ 280~~		~~3.66 %~~
Minimum guaranteed crediting rate of 3.01% to 3.50%	$-	$ -%	$207	- 3.63%	$2,433	~~$ 203~~3.45%	~~3.54 %~~$-	-%	~~$ -~~		~~- %~~	~~$13,800~~		~~3.31 %~~
Minimum guaranteed crediting rate of 2.01% to 3.00%		$562		3.13 %		$1,459	3.01 %		$2,336		3.12 %	$ 2,195		2.80 %
Mnimum guaranteed crediting rate of 2.01% to 3.00%	$598	3.06%	$1,364	2.98%	$2,307	2.65%	$2,260	3.02%
Minimum guaranteed crediting rate of 0.01% to 2.00%	$100	~~$ 37~~2.26%	$515	21.79 34%	$15,530	~~$ 539~~2.49%	~~1.22 %~~$2,015	3.02%	~~$ 919~~		~~3.25 %~~	~~$ 1,610~~		~~2.47 %~~
No minimum guaranteed crediting rate4	$-	$ -%	$1,417	- 0.01%	$1,538	~~$ 10~~2.12%	~~2.27 %~~$-	-%	~~$ -~~		~~- %~~	~~$ 2,882~~		~~2.29 %~~
December 31, 2018
December 31, 2021
Minimum guaranteed crediting rate of 3.51% or greater	$571	~~$632~~4.00%	$-	~~4.00~~ -%	$-	$ -%	$- %	-%	~~$ -~~		~~- %~~	~~$ 85~~		~~4.03 %~~
Minimum guaranteed crediting rate of 3.01% to 3.50%		$ -		- %		$ 206	3.56 %		$ -		- %	$14,301		3.01 %
Minimum guaranteed crediting rate of 2.01% to 3.00%		$547		3.13 %		$1,499	2.99 %		$2,279		3.18 %	$ 2,185		2.38 %
Minimum guaranteed crediting rate of 0.01% to 2.00%		$ 22		3.00 %		$ 576	1.03 %		$ 653		3.30 %	$ 1,082		2.20 %
No minimum guaranteed crediting rate4		$ -		- %		$ 12	2.58 %		$ -		- %	$ 1,980		3.40 %

1	Includes universal life products and the fixed investment options selected within variable life products.
2	Includes individual fixed annuity products and the fixed investment options selected within variable annuity and indexed products.
3	Includes group fixed annuity products.
4	Includes certain products with a stated minimum guaranteed crediting rate of 0%.

The Company attempts to mitigate this risk by managing the maturity and interest-rate sensitivities of certain of its assets to be consistent with those of liabilities. In recent years, management has taken actions to address low interest rate environments and the resulting impact on interest spread margins, including reducing commissions on fixed annuity sales, launching new products with new guaranteed rates, issuing contract amendments with new guaranteed rates on certain group fixed annuity products, discontinuing the sale of its annual reset fixed annuities and invoking contractual provisions that limit the amount of variable annuity deposits allocated to the guaranteed fixed option. In addition, the Company adheres to a strict discipline of setting interest crediting rates on new business at levels believed to be adequate to provide returns consistent with management expectations.

A rising interest rate environment could also result in a reduction of interest spread income or an increase in policyholder surrenders. Existing general account investments supporting annuity liabilities had a weighted average maturity of approximately nine years as of December 31, 2019. Therefore, a change in portfolio yield will lag changes in market interest rates. This lag increases if the rate of prepayments of securities slows. To the extent the Company sets renewal rates based on current market rates, this will result in reduced interest spreads. Alternatively, if the Company sets renewal crediting rates while attempting to maintain a desired spread from the portfolio yield, the rates offered by the Company may be less than new money rates offered by competitors. This difference could result in an increase in surrender activity by policyholders. If unable to fund surrenders with cash flow from its operations, the Company might need to sell assets. The Company mitigates this risk by offering products that assess surrender charges and/or market value adjustments at the time of surrender, and by managing the maturity and interest-rate sensitivities of assets to approximate those of liabilities.

The Company issues a variety of insurance products that expose the Company to equity risks, including variable annuity products with guaranteed benefit features and fixed life and annuity products with indexed features. See Equity Market Risk for further explanation.

B-42

Table of Contents

	Life Insurance1		Annuities2		Retirement Solutions3		Corporate Solutions and Other
(in millions)	Account value	Weighted average crediting rate	Account value	Weighted average crediting rate	Account value	Weighted average crediting rate	Account value	Weighted average crediting rate
Minimum guaranteed crediting rate of 3.01% to 3.50%	$-	-%	$206	3.54%	$2,635	3.48%	$-	-%
Minimum guaranteed crediting rate of 2.01% to 3.00%	$589	3.06%	$1,427	3.02%	$2,202	2.80%	$2,326	3.13%
Minimum guaranteed crediting rate of 0.01% to 2.00%	$72	2.34%	$543	1.08%	$16,492	2.57%	$1,426	3.01%
No minimum guaranteed crediting rate4	$-	-%	$541	0.03%	$1,107	2.13%	$-	-%

Includes universal life insurance products and the fixed investment options selected within variable life insurance products.

Includes individual fixed annuity products and the fixed investment options selected within individual variable annuity and indexed products.

Includes group fixed annuity products.

Includes certain products with a stated minimum guaranteed crediting rate of 0%.

A rising interest rate environment could also result in a reduction of interest spread income or an increase in policyholder surrenders. Existing general account investments supporting annuity liabilities had a weighted average maturity of approximately nine years as of December 31, 2022. Therefore, a change in portfolio yield will lag changes in market interest rates. This lag increases if the rate of prepayments of securities slows. To the extent the Company sets renewal rates based on current market rates, this will result in reduced interest spreads. Alternatively, if the Company sets renewal crediting rates while attempting to maintain a desired spread from the portfolio yield, the rates offered by the Company may be less than new money rates offered by competitors. This difference could result in an increase in surrender activity by policyholders. If unable to fund surrenders with cash flow from its operations, the Company might need to sell assets. The Company mitigates this risk by offering products that assess surrender charges and/or market value adjustments at the time of surrender, and by managing the maturity and interest-rate sensitivities of assets to approximate those of liabilities.

Asset/Liability Management Strategies to Manage Interest Rate Risk

The Company employs an asset/liability management approach tailored to the specific requirements of each of its products. Each line of business has an investment policy based on its specific characteristics. The policy establishes asset maturity and duration, quality and other relevant guidelines.

An underlying pool or pools of investments support each general account line of business. These pools consist of whole assets purchased specifically for the underlying line of business. In general, assets placed in any given portfolio remain there until they mature (or are called), but active management of specific securities and sectors may result in portfolio turnover or transfers among the various portfolios.

Investment strategies are executed by dedicated investment professionals based on the investment policies established for the various pools. To assist them in this regard, they receive periodic projections of investment needs from each line’s management team. Line of business management teams, investment portfolio managers and finance professionals periodically evaluate how well assets purchased and the underlying portfolio match the underlying liabilities for each line. In addition, sophisticated Asset/Liability Management models are employed to project the assets and liabilities over a wide range of interest rate scenarios to evaluate the efficacy of the strategy for a line of business.

B-43

Using this information, in conjunction with each line’s investment strategy, actual asset purchases or commitments are made. In addition, plans for future asset purchases are formulated when appropriate. This process is repeated frequently so that invested assets for each line match its investment needs as closely as possible. The primary objectives are to ensure that each line’s liabilities are invested in accordance with its investment strategy and that over- or under- investment is minimized.

As part of this process, the investment portfolio managers provide each line’s management team with forecasts of anticipated rates that the line’s future investments are expected to produce. This information, in combination with yields attributable to the line’s current investments and its investment "rollovers," gives the line management team data to use in computing and declaring interest crediting rates for their lines of business.

The Company’s risk management process includes modeling both the assets and liabilities over multiple stochastic scenarios, as well as certain deterministic scenarios. The Company considers a range of potential policyholder behavior as well as the specific liability crediting strategy. This analysis, combined with appropriate risk tolerances, drives the Company’s investment policy.

Use of Derivatives to Manage Interest Rate Risk

See Note 6 to the audited statutory financial statements, included in the F pages of this report, for a discussion of the Company’s use of derivatives to manage interest rate risk.

Characteristics of Interest Rate Sensitive Financial Instruments

In accordance with ~~Statutory~~SAP ~~Accounting Principles~~ and as noted above, the majority of the Company’s assets and liabilities are carried at amortized cost and not at fair value. As a result, the elements of market risk discussed above do not generally have a significant direct impact on the financial position or results of operations of the Company. See Note 7 to the audited statutory financial statements included in the F pages of this report for a summary of the Company’s assets and liabilities held at fair value.

Foreign Currency Risk

As part of its regular investing activities, the Company may purchase foreign currency denominated investments. These investments and the associated income expose the Company to volatility associated with movements in foreign exchange rates. In an effort to mitigate this risk, the Company uses cross-currency swaps. As foreign exchange rates change, the increase or decrease in the cash flows of the derivative instrument generally offsets the changes in the functional-currency equivalent cash flows of the hedged item.

Credit Risk

Credit risk is the risk the Company assumes if its debtors, customers, reinsurers, or other counterparties and intermediaries may be unable or unwilling to pay their contractual obligations when they come due and may manifest itself through the downgrading of credit ratings of counterparties. It is the Company’s policy to monitor credit exposure within the investment portfolio to enable it to provide for future policy obligations and to minimize undue concentrations of assets in any single geographic area, industry, or entity.

~~B-43~~See Note 6 to the audited statutory financial statements included in the F pages of this report for details regarding the Company’s evaluation of credit risk associated with derivatives.

Table of Contents

See Note 6 to the audited statutory financial statements, included in the F pages of this report, for details regarding the Company’s evaluation of credit risk associated with derivatives.

Equity Market Risk

Asset fees calculated as a percentage of separate account assets are a significant source of revenue to the Company. As of December 31, ~~2019~~2022 and ~~2018~~2021, approximately 87% and 88% of separate account assets were invested in equity mutual funds, respectively. Gains and losses in the equity markets result in corresponding increases and decreases in the Company’s separate account assets and asset fee revenue.

Many of the Company’s individual variable annuity contracts offer GMDB features. A GMDB generally provides a benefit if the annuitant dies and the contract value is less than a specified amount, which may be based on premiums paid less amounts withdrawn or contract value on a specified anniversary date. A decline in the stock market causing the contract value to fall below this specified amount, which varies from contract to contract based on the date the contract was entered into as well as the GMDB feature elected, will increase the net amount at risk, which is the GMDB in excess of the contract value. This could result in additional GMDB claims.

The Company issues variable annuity contracts through its separate accounts, for which investment income and gains and losses on investments accrue directly to, and investment risk is borne by, the contractholder. The Company also provides various forms of guarantees to benefit the related contractholders. The Company’s primary guarantees for variable annuity contracts include GMDB and GLWB.

~~The~~Many ~~Company~~of ~~offers~~the ~~certain~~Company’s ~~indexed~~individual ~~life~~variable ~~insurance and~~ annuity ~~products~~ ~~for~~contracts ~~which~~offer ~~the~~GMDB ~~policyholders’~~features. ~~interest~~A ~~credits~~GMDB ~~are~~generally ~~based~~provides ona ~~market~~benefit if ~~performance~~the ~~with~~annuitant ~~caps~~dies and ~~floors,~~the ~~and~~contract ~~which~~value ~~may~~is ~~also~~less ~~include~~than ~~GMDB~~a ~~and~~specified ~~GLWB.~~amount, ~~See~~which ~~Note~~may 2be tobased ~~the~~on ~~audited~~premiums ~~statutory~~paid ~~financial~~less ~~statements,~~amounts ~~included~~withdrawn inor ~~the~~contract Fvalue ~~pages~~on ofa ~~this report,~~specified ~~for~~anniversary ~~further~~date. ~~information~~A ~~regarding~~decline ~~these~~in ~~indexed~~the ~~features~~stock ~~and~~market ~~guarantees.~~causing the contract

Equity market and interest rate risk management: These variable annuity and indexed products and related obligations expose the Company to various market risks, predominately interest rate and equity risk. To mitigate these risks, the Company enters into a variety of derivatives including interest rate swaps, equity index futures, options and total return swaps. See Note 6 to the audited statutory financial statements, included in the F pages of this report, for a discussion of the Company’s use of derivatives to manage these risks.B-44

~~Inflation~~value to fall below this specified amount, which varies from contract to contract based on the date the contract was entered into as well as the GMDB feature elected, will increase the net amount at risk, which is the GMDB in excess of the contract value. This could result in additional GMDB claims.

The ~~rate~~Company offers ofcertain ~~inflation~~indexed ~~did~~life ~~not~~insurance ~~have~~and ~~a material~~annuity ~~effect~~products for which the policyholders’ interest credits are based on market performance with caps and floors, and which may also include GMDB and GLWB. See Note 2 to the ~~revenues~~audited orstatutory ~~operating~~financial ~~results~~statements ofincluded in the ~~Company~~F ~~during~~pages ~~2019,~~of ~~2018~~this orreport ~~2017~~for further information regarding these indexed features and guarantees.

Use of Derivatives to Manage Equity Market Risk

To mitigate these risks, the Company enters into a variety of derivatives including futures, options, index options and total return swaps. See Note 6 to the audited statutory financial statements included in the F pages of this report for a discussion of the Company’s use of derivatives to manage these risks.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors of the Registrant

Name	Age	~~Age~~Date Service Began	~~Date Service Began~~
John L. Carter	60	56February 2013	~~April 2013~~
Timothy G. Frommeyer	58	55January 2009	~~January 2009~~
Steven A. Ginnan	55	52June 2018	~~June 2018~~
Eric S. Henderson	60	57March 2012	~~March 2012~~
Mark R. Thresher		63	January 2009
Holly R. Snyder	55	October 2021
Kirt A. Walker	59	56November 2009	~~December 2009~~

For biographical information on Mmes. Snyder and Messrs. Carter, Frommeyer, Ginnan, Henderson, ~~Thresher,~~ and Walker, please see the information provided below in Executive Officers of the Registrant.

Executive Officers of the Registrant

Name	Age	~~Age~~Position with NLIC	~~Position with NLIC~~
Kirt A. Walker		56	NMIC Chief Executive Officer1
John L. Carter	60	President and Chief Operating Officer
Gale V. King		63	Executive Vice President-Chief Administrative Officer
Vinita Clements	58	Executive Vice President-Chief Human Resources Officer
Mark R. Thresher		63	Executive Vice President
James R. Fowler	50	Executive Vice President-Chief Technology Officer
James R. Fowler		48	Executive Vice President-Chief Information Officer
Timothy G. Frommeyer	58	Executive Vice President-Chief Financial Officer
Tina Ambrozy		49	Senior Vice President-NF Strategic Customer Solutions
Mark S. Howard	59	Executive Vice President-Chief Legal Officer
Ann S. Bair		52	Senior Vice President-Marketing-Financial Services
Ramon Jones	53	Executive Vice President-Chief Marketing Officer
Michael W. Mahaffey	50	Executive Vice President-Chief Strategy and Corporate Development Officer
Amy T. Shore	59	Executive Vice President-Chief Customer Officer
Tina Ambrozy	52	Senior Vice President-NF Strategic Customer Solutions
Ann S. Bair	60	Senior Vice President-Marketing Management-Financial Services
Joel L. Coleman	58	Senior Vice President-Chief Investment Officer
Rae Ann Dankovic	55	Senior Vice President-Chief Compliance Officer
Steven A. Ginnan	55	Senior Vice President-Chief Financial Officer-Nationwide Financial
Rona Guymon	48	Senior Vice President-Annuity Distribution
Craig A. Hawley	55	Senior Vice President-Retirement Solutions Sales
Eric S. Henderson	60	Senior Vice President-Nationwide Annuity
Kevin T. Jestice	42	Senior Vice President-Investment Management Group
David LaPaul	57	Senior Vice President and Treasurer
Juan J. Perez	42	Senior Vice President-Corporate Solutions
Denise L. Skingle	52	Senior Vice President-Finance & Strategy Legal and Corporate Secretary
Holly R. Snyder	55	Senior Vice President-Nationwide Life
Eric Stevenson	59	Senior Vice President-Retirement Solutions

B-44

Table of Contents

Name	Age	Position with NLIC
Pamela A. Biesecker	58	Senior Vice President-Head of Taxation
John L. Carter	56	President and Chief Operating Officer-Nationwide Financial
Rae Ann Dankovic	52	Senior Vice President-Nationwide Financial Services Legal
Timothy G. Frommeyer	55	Senior Vice President-Chief Financial Officer
Steven A. Ginnan	52	Senior Vice President-Chief Financial Officer-Nationwide Financial
Mia S. Hairston	51	Senior Vice President-Nationwide Financial Human Resources
Harry H. Hallowell	59	Senior Vice President
Craig A. Hawley	52	Senior Vice President-Annuity Distribution
Eric S. Henderson	57	Senior Vice President-Nationwide Annuities
David LaPaul	54	Senior Vice President and Treasurer
Jennifer B. MacKenzie	50	Senior Vice President-Enterprise Brand Marketing
Kevin G. O’Brien	51	Senior Vice President-IT Chief Financial Officer, Procurement & BTO
Sandra L. Rich	59	Senior Vice President
Michael A. Richardson	51	Senior Vice President-Chief Information Officer Nationwide Financial Systems
Denise L. Skingle	49	Senior Vice President-Chief Counsel-Emerging Businesses, Governance & Corporate Secretary
Holly R. Snyder	52	Senior Vice President-Nationwide Life
Michael S. Spangler	53	Senior Vice President-Investment Management Group
Joseph D. Sprague	59	Senior Vice President-Nationwide Financial Network
Eric Stevenson	56	Senior Vice President-Retirement Plan sales

NMIC is our ultimate parent company; however, Mr. Walker does not serve as NLIC’s Chief Executive Officer.

Business experience for each of the individuals listed in the previous table is set forth below:

Kirt A. Walker has ~~been~~ ~~President~~been ~~and Chief Operating Officer and~~ a Director of NLIC since ~~October 2019. Previously, Mr. Walker was President and Chief Operating Officer and Director of NLIC since~~ November 2009 and ~~was~~has ~~President~~been ~~and~~ Chief ~~Operating~~Executive Officer~~–Nationwide Insurance~~ of NMIC since October ~~2009~~2019. ~~Prior~~Immediately prior to that ~~time~~, heMr. ~~served~~Walker aswas President and Chief Operating Officer ~~Office-Nationwide Insurance~~ of ~~NMIC~~NLIC from ~~February~~December 2009 to October ~~2009;~~2019 and President, ~~Nationwide~~and ~~Insurance~~Chief ~~Eastern~~Operating ~~Operations~~Officer-Nationwide ofFinancial for NMIC from ~~March 2006 to~~ October ~~2008;~~2009 ~~and President, Allied Insurance of NMIC from September 2003~~ to ~~February 2006. Mr. Walker has been with Nationwide since 1986.~~

Gale V. King has been Executive Vice President–Chief Administrative Officer of NLIC since July 2015. Previously, she was Senior Vice President–Property and Casualty Human Resources of NMIC from October 2003 to January 2008. Ms. King has been with Nationwide since 1983.

Mark R. Thresher has been Executive Vice President of NLIC since December 2009 and has served as a Director of NLIC since January 2009. Prior to that time, he was President and Chief Operating Officer of NLIC from May 2004 to December 2009.

James R. Fowler has been Executive Vice President-Chief Information Officer of NLIC since August 2018 and as well as several other Nationwide companies.

Tina Ambrozy has been Senior Vice President—NF Strategic Customer Solutions since October 2019. Previously, Ms. Ambrozy was Senior Vice President-NF Sales and Distribution of NLIC since December 2016 and President of NFS Distributors, Inc. and Nationwide Financial Assignment Company since December 2016. Currently, Ms. Ambrozy serves as Director of other Nationwide Companies. Ms. Ambrozy has been with Nationwide since 1996.

Ann Bair has been Senior Vice President-Marketing-Financial Services since November 2019. Ms. Bair has been with Nationwide since 2006 in various marketing roles.

Pamela A. Biesecker has been Senior Vice President-Head of Taxation of NLIC since May 2007. Currently, she serves as Senior Vice President-Head of Taxation for other Nationwide Companies. Ms. Biesecker has been with Nationwide since November 2006.

John L. Carter has been President and Chief Operating Officer-Nationwide Financial since October 2019. Previously, Mr. Carter was Senior Vice President–Nationwide Retirement Plans of NLIC since April 2013 and President of Nationwide Retirement Solutions, Inc. since July 2015 and President and Chief Operating Officer of Nationwide Retirement Solutions, Inc. from July 2013 to July 2015. He has also served as a Director of NLIC since February 2013. Prior to that time, Mr. Carter served as Senior Vice President of other Nationwide companies from November 2005 to April 2013.

B-45

October 2019. Previously, ~~Table~~he ofserved ~~Contents~~ as President and Chief Operating Officer-Nationwide Insurance for NMIC from February 2009 through October 2009, Division President-NI Eastern Operations for NMIC from March 2006 to February 2009, and President-Allied Insurance Operations from August 2003 through March 2006. Mr. Walker has been with Nationwide since 1986.

~~Rae~~John ~~Ann~~L. ~~Dankovic~~Carter has been President and Chief Operating Officer of NLIC since October 2019. Previously, Mr. Carter was Senior Vice President-–Nationwide ~~Financial~~Retirement ~~Services~~Plans ~~Legal~~of NLIC from April 2013 to October 2019, President of Nationwide Retirement Solutions, Inc. from July 2015 to October 2019 and President and Chief Operating Officer of Nationwide Retirement Solutions, Inc. from July 2013 to July 2015. He has also served as a Director of NLIC since February 2013. MsPrior to that time, Mr. ~~Dankovic~~Carter ~~has~~served ~~been~~as ~~with~~Senior Vice President of other Nationwide ~~since~~companies ~~1993~~from November 2005 to April 2013.

~~Timothy~~Vinita GJ. ~~Frommeyer~~Clements has been ~~Senior~~ Executive Vice President–-Chief ~~Financial~~Human Resources Officer of NLIC ~~and~~since ~~several~~July ~~other~~2021. ~~Nationwide~~Previously, ~~companies~~Ms. ~~since~~Clements was Senior Vice President-Human Resources – P&C from November ~~2005,~~2018-March 2021. ~~and~~She ~~has~~also served as aSenior ~~Director~~Vice ofPresident-Human ~~NLIC~~Resources ~~since~~– NF from October 2017 to November 2018 and Vice President-Human Resources from January ~~2009~~2016 to October 2017 and Associate Vice President-Human Resources from January 2008 to January 2016.

~~Steven~~James AR. ~~Ginnan~~Fowler has been ~~Senior~~ Executive Vice President-Chief ~~Financial~~Technology Officer~~-Nationwide~~ ~~Financial~~ of NLIC ~~and~~since ~~several~~September ~~other~~2021. Previously, ~~Nationwide~~Mr. ~~companies~~Fowler ~~since~~was Executive Vice President-Chief Information Officer from August 2018 ~~and~~to ~~has~~September 2021. ~~served~~Prior asto ~~Director~~joining ofNationwide, ~~NLIC~~Mr. ~~since~~Fowler ~~June~~was ~~2018~~Chief Information Officer for General Electric.

~~Mia~~Timothy ~~Hairston~~G. Frommeyer has been ~~Senior~~Executive Vice President~~-Human~~ ~~Resources~~of NLIC and several other Nationwide companies since ~~December~~October ~~2019~~1, 2021 and has served as a Director of NLIC since January 2009. MsMr. ~~Hairston~~Frommeyer ~~has~~is ~~been~~currently ~~with~~the CFO of Nationwide Mutual Insurance Company. Previously, Mr. Frommeyer was Senior Vice President–Chief Financial Officer since November ~~1992~~2005.

~~Harry~~Mark HS. ~~Hallowell~~Howard has been ~~Senior~~ Executive Vice President-Chief Legal Officer of NLIC and Nationwide Life and Annuity Insurance Company since ~~November~~December ~~2010~~2022. ~~Previously,~~ Mr. ~~Hallowell~~Howard ~~served~~is asalso ~~Senior~~Executive Vice President-Chief ~~and~~Legal ~~Treasurer~~Officer of Nationwide ~~NLIC~~Mutual ~~from~~Insurance ~~January~~Company ~~2006~~since ~~through~~April ~~November~~2016. ~~2010~~Prior ~~and~~to ~~several~~joining ~~other~~ Nationwide, ~~companies~~Mr. ~~from~~Howard ~~January~~served ~~2006~~as ~~through~~Senior ~~December 2009~~Vice President and Deputy General Counsel of USAA.

~~Craig~~Ramon ~~Hawley~~ Jones has been ~~Senior~~Executive Vice President-~~Annuity~~Chief ~~Distribution~~Marketing ~~since~~Officer ~~October~~of ~~2019.~~NLIC ~~Mr.~~and ~~Hawley~~Nationwide ~~has~~Life ~~been~~and ~~with~~Annuity ~~Nationwide~~Insurance Company since ~~March~~December ~~2017~~2022. ~~and~~Previously, ~~was~~Mr. ~~previously~~Jones ~~with~~served ~~Jefferson~~as ~~National~~Senior ~~Life~~Vice ~~Insurance~~President-Marketing – ~~Company~~Financial inServices. aMr. ~~legal~~Jones ~~role~~has been with Nationwide since 2009.

~~Eric~~Michael SW. ~~Henderson~~Mahaffey has been ~~Senior~~Executive Vice President~~–Nationwide~~-Chief ~~Annuities~~Strategy ofand ~~NLIC~~Corporate ~~and~~Development ~~several~~Officer ~~other~~of ~~companies~~NLIC ~~within~~and Nationwide ~~since~~Life ~~October~~and ~~2011.~~Annuity HeInsurance ~~has~~Company ~~also served as a Director of NLIC~~ since ~~March~~December ~~2012~~2022. Previously, Mr. ~~Henderson~~Mahaffey served as Senior Vice President~~–Individual~~-Chief ~~Investments~~Risk ~~Business~~Officer, ~~Head from August 2007 to September 2011~~ and asAssociate Vice President-Enterprise ~~and~~Risk ~~Chief~~Management. ~~Financial~~Mr. ~~Officer–Individual~~Mahaffey ~~Investments~~has ~~from~~been ~~August~~with ~~2004~~Nationwide tosince ~~August 2007~~2005.

~~David~~Amy ~~LaPaul~~T. Shore has been ~~Senior~~ Executive Vice President-Chief ~~and~~Customer ~~Treasurer~~Officer of NLIC and Nationwide Life and Annuity Insurance Company since ~~November~~December ~~2010~~2022. ~~Currently~~Previously, MrMs. ~~LaPaul~~Shore ~~serves~~served as Senior Vice President-Field ~~and~~Operations ~~Treasurer~~EC, ~~for~~Vice ~~other~~President-Field ~~Nationwide~~Operations ~~companies.~~EC, HeRegional isVice ~~also~~President-Ohio/West aVirginia, ~~Director~~Vice ~~for~~President-Ohio/West ~~several~~Virginia, ~~Nationwide~~and Associate ~~companies.~~Vice ~~Mr.~~President-Administrative ~~LaPaul~~Assistant ~~has~~– ~~been~~Office ~~with~~of ~~Nationwide since~~the ~~2010~~President.

~~Jennifer~~Tina B.Ambrozy ~~MacKenzie~~ has been Senior Vice President-~~Enterprise~~NF ~~Brand~~Strategic ~~Marketing~~Customer ofSolutions ~~NLIC~~ since ~~May~~October ~~2018~~2019. ~~Previously~~Currently, Ms. ~~MacKenzie~~Ambrozy ~~served~~serves as President ~~Senior~~of ~~Vice~~NFS ~~President-Marketing~~Distributors, Inc. and Nationwide Financial Assignment Company since December 2016 and President of ~~NLIC~~Nationwide ~~from~~Investment ~~July~~Services ~~2015~~Corporation tosince ~~May~~April ~~2018~~2017. Previously, ~~and~~Ms. asAmbrozy was Senior Vice President-~~Marketing~~NF ~~Nationwide~~Sales ~~Financial~~and ~~for~~Distribution ~~other~~of ~~Nationwide~~NLIC ~~companies~~from December 2016 to October 2019. Ms. ~~MacKenzie~~Ambrozy has been with Nationwide since ~~1998~~1996.

~~Kevin~~Ann Bair ~~O’Brien~~ has been Senior Vice President-ITMarketing ~~Chief~~Management - Financial ~~Officer,~~Services ~~Procurement & BTO~~ since ~~February~~October 2020. MrMs. ~~O’Brien~~Bair has been with Nationwide since ~~April~~2006 ~~1998. Previously, Mr. O’Brien served~~ in various ~~financial~~marketing roles ~~as well as mergers and acquisitions~~.

~~Sandra~~Joel L. ~~Rich~~Coleman has been Senior ~~Vice~~ Vice President-Chief Investment Officer of NLIC since ~~July~~August ~~2015~~2020. Currently, MsMr. ~~Rich~~Coleman ~~serves~~is asPresident ~~Senior~~of ~~Vice~~Nationwide ~~President-Chief~~Asset ~~Compliance~~Management, ~~Officer~~LLC ofsince ~~NMIC~~July 2020. MsPrior to joining Nationwide, Mr. ~~Rich~~Coleman ~~has~~was ~~been~~Chief ~~with~~Investment ~~Nationwide~~Officer ~~since~~of ~~1999~~Transamerica.

~~Michael~~Rae A.Ann ~~Richardson~~Dankovic has been Senior Vice President-Chief ~~Information~~Compliance Officer of NLIC since August 2021. Previously, Ms. Dankovic was Senior Vice President-Nationwide Financial ~~Systems~~Services Legal of NLIC ~~since~~from ~~April~~February ~~2016~~2013 to August 2021. MrMs. ~~Richardson~~Dankovic has been with Nationwide since ~~2004~~1993.

Denise Skingle has been Senior Vice President-Chief Counsel-Emerging Businesses, Governance & Corporate Secretary since February 2019. Ms. Skingle has been with Nationwide since September 2005.

Holly Snyder has been Senior Vice President-Nationwide Life since October 2019. Ms. Snyder has been with Nationwide since 2003 in various product, financial, business development roles.

Michael S. Spangler has been Senior Vice President–Investment Management Group of NLIC since February 2010. Previously, Mr. Spangler was Managing Director at Morgan Stanley from May 2004 to June 2008.

Joseph D. Sprague has been Senior Vice President-Nationwide Financial Network of NLIC since January 2018. Mr. Sprague has been with Nationwide since 2006.

Eric Stevenson has been Senior Vice President-Retirement Plan Sales of NLIC and several other Nationwide companies since January 2019.

EXECUTIVE COMPENSATION

Executive Compensation

Nationwide Life Insurance Company ("NLIC") does not have any employees of its own, but rather is provided its executive officers and other personnel by Nationwide Mutual Insurance Company ("NMIC"), pursuant to the Third Amended and Restated Cost Sharing Agreement, dated January 1, 2014, among NMIC, Nationwide Mutual Fire Insurance Company, and their respective direct and indirect subsidiaries and affiliates including NLIC (the "Cost Sharing Agreement"). All

B-46

Steven A. Ginnan has been Senior Vice President-Chief Financial Officer-Nationwide Financial of NLIC and several ~~Table~~other Nationwide companies since 2018 and has served as Director of ~~Contents~~ NLIC since June 2018. Mr. Ginnan is also President of 525 Cleveland Avenue, LLC since June 2021. Previously Mr. Ginnan served as VP-NF Chief Actuary from August 2006 to September 2012; and VP-Nationwide Financial Services Chief Actuary.

~~personnel~~Rona ~~providing~~Guymon ~~services~~has tobeen ~~NLIC~~Senior ~~are~~Vice President-Annuity ~~employees~~Distribution ~~of NMIC, except~~ for ~~a small number of personnel who are employees of an~~ NLIC ~~subsidiary.~~and Asseveral ~~a result of the Cost Sharing Agreement, NLIC does not determine or pay any compensation to its executive officers or any~~ other ~~personnel~~companies ~~providing~~within ~~services~~Nationwide tosince ~~NLIC.~~February ~~Accordingly, NLIC is not responsible for determining or paying any compensation awarded to, earned by, or paid to its executive officers~~2022. ~~NMIC determines and pays the salaries~~Previously, ~~bonuses, and awards earned by NLIC’s executive officers~~Ms. ~~NMIC~~Guymon ~~also~~was ~~determines whether~~Vice and to what extent NLIC’s executive officers may participate in any employee benefit plans. NLIC does not have any employment agreements or compensation plans with or related to its executive officers and does not provide pension or retirement benefitsPresident, ~~perquisites,~~Annuity orDistribution ~~other~~- ~~personal~~Broker ~~benefits to its executive officers~~Dealer. ~~NLIC does not have arrangements to make payments to its executive officers upon their termination or in the event of a change in control of the company.~~

~~Under~~Craig ~~the Cost Sharing Agreement, NLIC’s executive~~Hawley ~~officers~~has ~~receive~~been ~~compensation~~Senior ~~for~~Vice ~~providing~~President-Retirement ~~services~~Solutions toSales ~~multiple~~since ~~Nationwide~~January ~~companies~~2022. Previously, ~~including NLIC~~Mr. ~~NLIC~~Hawley ~~reimburses~~was ~~NMIC~~Senior ~~for~~Vice ~~the~~President-Annuity ~~portion~~Distribution ofsince ~~the~~October ~~total~~2019. ~~compensation~~Mr. ~~allocable~~Hawley has tobeen ~~NLIC,~~with asNationwide ~~determined~~since byMarch ~~NMIC~~2017 ~~under the Cost Sharing Agreement. See Certain Relationships~~ and ~~Related~~was ~~Transactions~~previously ~~for~~with ~~more~~Jefferson ~~information~~National ~~about~~Life ~~the~~Insurance ~~Cost~~Company ~~Sharing~~in ~~Agreement~~a ~~and~~legal ~~other related party transactions~~role.

Eric S. Henderson has been Senior Vice President–Nationwide Annuity of NLIC and several other companies within Nationwide since November 2019. He has also served as a Director ~~Compensation~~of NLIC since March 2012. Mr. Henderson is currently President of Olentangy Reinsurance, LLC since September 2012, Eagle Captive Reinsurance, LLC since September 2015, President of Jefferson National Life Insurance Company, Jefferson Financial Corp. and Jefferson National Life Insurance Company of New York since January 2022. Previously, Mr. Henderson served as Senior Vice President–Individual Products & Solutions from October 2011 to November 2019, Senior Vice President-Individual Investments Business Head from August 2007 to October 2011 and as Vice President-CFO-Individual Investments from August 2004 to August 2007.

~~The~~Kevin ~~directors~~T. ofJestice ~~NLIC~~has ~~are~~been ~~also~~Senior ~~executive~~Vice ~~officers~~President–Investment Management Group of NLIC ~~and~~since February ~~are~~2023. ~~not~~Previously, ~~separately~~Mr. ~~compensated~~Jestice ~~for~~was ~~their~~Vice ~~service~~President-Internal onSales ~~the~~Services ~~NLIC~~– ~~board~~Institutional Investments Distribution. Prior to joining Nationwide, Kevin was Principal, Head of ~~directors~~Enterprise Advice with Vanguard.

~~Compensation~~David ~~Policies~~LaPaul has been Senior Vice President and ~~Practices~~Treasurer of NLIC as ~~they~~well ~~Relate~~as toother ~~Risk~~Nationwide companies since November 2010. Mr. LaPaul is also a Director for ~~Management~~several Nationwide companies. Mr. LaPaul has been with Nationwide since 2010.

WeJuan ~~believe~~J. ~~that~~Perez ~~our~~has ~~compensation~~been ~~programs~~Senior doVice ~~not~~President-Corporate ~~provide~~Solutions ~~incentives~~of ~~for~~NLIC ~~excessive~~since ~~risk~~February ~~taking~~2021 and doseveral ~~not~~other ~~lead~~companies towithin ~~risks~~Nationwide. ~~that~~Mr. Perez ~~are~~has ~~reasonably~~been ~~likely~~with toNationwide ~~have~~since a2009 ~~material~~in ~~adverse~~various ~~effect~~product, onfinancial, ~~the~~business ~~company~~development roles.

Denise Skingle has been Senior Vice President-Finance & Strategy Legal and Corporate Secretary of NLIC and several other companies within Nationwide since June 2020. Ms. Skingle has been with Nationwide since September 2005.

Holly Snyder has been Senior Vice President-Nationwide Life since October 2019. Ms. Snyder also serves as Director for NLIC since October 2019. Ms. Snyder has been with Nationwide since 2003 in various product, financial, business development roles.

Eric Stevenson has been Senior Vice President-Retirement Solutions of NLIC and several other companies within Nationwide since February 2021. Mr. Stevenson also serves as Director for several companies within Nationwide. Previously, he was Senior Vice President-Workplace Solutions from November 2020 to February 2021 and Senior Vice President-Retirement Plan Sales from January 2019 to November 2020.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the NMIC Human Resources Committee has made under those programs, and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers (NEOs):

2022 Named Executive Officers

John L. Carter – President and Chief Operating Officer ("PEO" of NLIC)

Steven A. Ginnan – Chief Financial Officer – Nationwide Financial ("PFO" of NLIC)

Kirt A. Walker – NMIC Chief Executive Officer

Eric S. Henderson – Senior Vice President – Nationwide Annuity

Mark S. Howard – Executive Vice President and Chief Legal Officer

B-47

Executive Summary

Our mission is to protect people, businesses, and futures with extraordinary care. We exist to create value for members and businesses by protecting what is important to them, helping them build a secure financial future, and providing the best personalized customer experience through competitively priced, high-quality products. We motivate our executives to achieve these goals, in part, by delivering direct rewards including base salary, annual and long-term incentives, and other benefits and perquisites. Consistent with our pay for performance philosophy, we focus our compensation programs on sustained financial performance. Compensation levels will increase or decrease to the extent we meet our pre-established performance expectations.

The discussion below is intended to show how:

•

our financial planning process leads to financial and individual objectives;

•

we identify our industry peers to determine market-competitive levels of target rewards;

•

we incorporate financial and individual objectives into our incentive programs;

•

our executive compensation program is designed to closely link pay and performance and align the interests of our executives with our members;

•

we consider individual performance and use other non-financial factors to create flexibility in our compensation programs; and

•

we consider both the level and form of these rewards, which we believe help us to attract and retain the executive talent that is necessary to create and maintain stakeholder value.

Compensation Process and Roles

Organizational Structure with Respect to Compensation Decisions

Our Named Executive Officers provide services to other Nationwide companies in addition to NLIC. Decisions regarding the total compensation levels of our Named Executive Officers are made by the NMIC Human Resources Committee based on their roles within NFS and NMIC, as applicable. The NMIC Human Resources Committee does not directly consider the roles of Named Executive Officers with respect to NLIC in determining total compensation. Instead, NLIC pays an allocable portion of total compensation for its Named Executive Officers, which is determined pursuant to a cost-sharing agreement among several Nationwide companies. The remainder of the compensation of NLIC’s executive officers was allocated to and paid by other Nationwide companies according to the terms of the cost-sharing agreement.

Amounts we disclose in this prospectus reflect only compensation allocated to and paid by NLIC or its subsidiaries; however, performance is measured at the NFS and/or NMIC level, which includes NLIC performance, when determining compensation for our Named Executive Officers. As a result, metrics and results discussed herein will refer to NFS or NMIC metrics and results, as applicable. The methods we use for the allocation of compensation paid to our Named Executive Officers varies by officer and the type of compensation and is discussed in more detail in "2022 Compensation Program Design and Implementation."

NMIC Board of Directors and NMIC Human Resources Committee

As delegated by our Board of Directors, the NMIC Human Resources Committee's primary purpose is to discharge the responsibilities of the board as to the compensation of our executive officers. The NMIC Human Resources Committee also carries out the Board of Directors' oversight responsibilities by reviewing our human resources, compensation, and benefits practices.

The operation of the NMIC Human Resources Committee is outlined in a charter that has been adopted by the NMIC Board of Directors. The charter provides that the committee's duties include, among other things:

•

establishment of an overall compensation philosophy;

•

oversight and review of human resources programs for directors, executive officers, and associates;

•

approval of salaries, incentive compensation plans, and awards under such plans for certain executive officers, including the NEOs; and

•

oversight of people and culture risk practices, including policy, strategy, tolerance, and control. Key areas of risk oversight include key person risk and succession planning, employment practices, workplace safety, organizational culture, and compensation design.

B-48

The NMIC Human Resources Committee is actively engaged throughout the year and met six times during 2022, including executive sessions without management present. The graphic below summarizes the activities performed during a typical compensation cycle.

Compensation Consultants

The NMIC Human Resources Committee has the sole authority to retain and terminate any consultant assisting in the evaluation of compensation and has the power to retain and terminate independent counsel, auditors or others to assist in the conduct of any investigation into matters within the NMIC Human Resources Committee's scope of responsibilities. Compensation Advisory Partners LLC (CAP), the NMIC Human Resources Committee’s external consultant, attended NMIC Human Resources Committee meetings to provide information and perspective on competitive compensation practices, the competitiveness of executive pay levels, and the alignment of executive pay with company performance, and to raise issues to be addressed by management and/or the NMIC Human Resources Committee. With committee concurrence, management at times directed CAP to collect and analyze data and develop needed background material. CAP has also recommended changes to pay programs and compensation. Management representatives and CAP consultants attend executive sessions of committee meetings as required.

The NMIC Human Resources Committee annually reviews CAP’s independence, considering, among other factors, that CAP provides no other services for us other than those related to its engagement by the NMIC Human Resources Committee as described above. Based on this review, the NMIC Human Resources Committee has determined CAP’s work for the committee to be free from conflicts of interest.

Compensation Governance

Under the guidance of the NMIC Human Resources Committee, Nationwide’s executive compensation programs align with industry best practices including:

WHAT WE DO	WHAT WE DON’T DO
Pay for Performance. A significant percentage of total compensation is pay-at-risk that is connected to performance.	No guaranteed annual salary increases. Annual salary increases are based on evaluations of individual performance and market data.
Independent Compensation Consultant. The NMIC Human Resources Committee retains an independent consultant to avoid conflicts of interest with the business and management. Other consulting services provided to management are subject to approval by the NMIC Human Resources Committee.	No Incentive for Short-term Results to the Detriment of Long-term Goals and Results. NEOs’ pay mix is heavily weighted toward long-term incentives.

Filing Compare · NATIONWIDE LIFE INS CO