SecProbe.io

CORRESP
1
filename1.htm

Nationwide Defined Protection Annuity (RILA) 333-229802

 June 5, 2020

VIA EDGAR

 The United States Securities and Exchange
Commission

 100 F. Street, NE

 Washington, D.C. 20549-8629

Re:    Nationwide
 Life Insurance Company

File No. 333-229802 (Nationwide Defined Protection Annuity – Pre-Effective Amendment No. 2)

 Dear Ms. Hahn:

We are filing this correspondence in relation to the above referenced Registration Statement on behalf of Nationwide Life Insurance Company
(“Nationwide” or “we”). The filing is being made electronically via EDGAR in accordance with Regulation S-T.

On January 28, 2020, Nationwide filed a Pre-Effective Amendment No. 2 to the above referenced Registration
Statement. Nationwide received your oral comments to the Pre-Effective Amendment on May 12, 2020 and May 13, 2020. The revisions specified in this correspondence filing are as a result of your
May 12, 2020 and May 13, 2020 oral comments. Each comment is restated below and is followed by Nationwide’s response thereto. We will provide you with courtesy copies of this response letter, as well as the “marked”
prospectus, via email.

 Also, Nationwide would like to specifically note that in addition to other miscellaneous disclosure changes in the
“marked” prospectus, Nationwide has changed the Contingent Deferred Sales Charge percentages. Nationwide changed the percentages in the 6-year CDSC schedule from 6%, 5%, 4%, 3%, 2%, 1% to 8%, 8%, 7%,
6%, 5%, 4%.

 *    *    *

Comments

1.
 General Comment. Consider adding disclosure to the prospectus regarding how the COVID-19 pandemic may impact the investment risks of the Contract, particularly with respect to the market risks associated with the Indexes and the credit risk associated with Nationwide’s financial strength
and claims-paying ability. If Nationwide does not add disclosure in that regard, supplementally explain why.

Response. We added a new eighth paragraph to the “Investment Risk” subsection of the “Risk Factors” section,
as follows:

 1

 In March 2020, the World Health Organization declared the
COVID-19 outbreak a pandemic, which has resulted in market volatility and general economic uncertainty. Significant market volatility and negative investment returns in the market resulting from the COVID-19 pandemic could have a negative impact on the performance of the Indexes to which the Strategies are linked.

Additionally, we added the following to the “Nationwide’s Financial Strength and Claims-Paying Ability Risk” subsection of the
“Risk Factors” section:

 In March 2020, the World Health Organization declared the
COVID-19 outbreak a pandemic, which has resulted in market volatility and general economic uncertainty. To address disruptions in connection with the COVID-19 pandemic,
Nationwide has implemented business continuity plans so that it can continue to provide products and services to its customers. While these efforts have been successful to date, Nationwide continues to be subject to certain risks that could
negatively impact its operations, including system failures, mail delivery delays, unavailability of critical personnel due to illness or other reasons related to the pandemic, and disruptions to service providers.

Additionally, prolonged current economic conditions and consumer behavior related to COVID-19 could
affect the amount of sales and profitability of Nationwide’s businesses and could have a negative impact on its financial condition and operations.

While we are confident in our ability to manage the financial risks related to COVID-19, the extent
and duration of the risks related to the COVID-19 pandemic are unknown at this time. It is possible these risks could impact Nationwide’s financial strength and claims-paying ability. There are many
factors beyond Nationwide’s control that cannot be mitigated or foreseen that could have a negative impact on Nationwide and the operation of the contract. Nationwide continues to monitor the economic situation and its business operations
closely.

2.
 Cover Page. In the first paragraph following the first set of bullets, the prospectus states
“Strategy Earnings are independent of any contingent deferred sales charges or market value adjustments under the Contract.” For better clarity, please revise to state that “Strategy Earnings are calculated without taking into account
any contingent deferred sales charges or market value adjustments under the Contract.”

 Response. We
revised the first paragraph after the first set of bullets on the cover page, as follows (emphasis added):

 Gains or losses related to the
performance of a Strategy, which we refer to as “Strategy Earnings,” are applied to your Contract at certain times during the Strategy Term. Strategy Earnings may be positive, negative, or equal to zero. We will apply Strategy Earnings to
your Contract on the last day of the Strategy Term. We will also apply Strategy Earnings to your Contract when you take a withdrawal prior to the end of a Strategy Term, and when we calculate the death benefit. Strategy Earnings are calculated
without taking into account any contingent deferred sales charges or market value adjustments under the Contract.

 2

3.
 Cover Page. In the third paragraph following the second set of bullets, the prospectus states “An
investment in a Strategy does not represent an investment in the linked index or any securities or other assets included in the linked index.” Consider moving that sentence towards the beginning of the cover page where the indexes are listed.

 Response. We moved the referenced sentence to immediately after the listing of indexes, as follows
(emphasis added):

 We refer to these investment options as “Strategies.” Currently, each Strategy is linked to one of the
following indexes:

 S&P 500®

Index

 J.P. Morgan Mozaic IISM

Index

 MSCI EAFE

Index

 NYSE® Zebra Edge®

 Index

 An investment in a Strategy does not represent an investment in the linked index or any securities or other
assets included in the linked index.

4.
 Summary – Page 5. In the second paragraph under “What is the purpose of the Contract?,”
revise to indicate that the Participation Rate may be as low as 5%.

 Response. We revised the second
paragraph under the “What is the purpose of the Contract?” subsection of the “Summary” section, as follows (emphasis added):

Each Strategy includes a defined level of downside protection that limits the amount of loss you can experience during a strategy term. We
refer to this defined downside protection as a “Protection Level.” Each strategy also includes a percentage that determines the proportion of the index performance you receive over the course of a strategy term, which is referred to as a
“Participation Rate.” A Strategy’s Participation Rate can be as low as 5%. Some strategies also have an annualized percentage that is deducted from earnings called a “Strategy Spread.”

5.
 Summary – Page 5. In the same paragraph, please conform references to “strategy” to use
the defined term “Strategy,” capitalized.

 Response. We revised the second paragraph under the
“What is the purpose of the Contract?” subsection of the “Summary” section, as follows (emphasis added):

 Each Strategy
includes a defined level of downside protection that limits the amount of loss you can experience during a Strategy Term. We refer to this defined downside protection as a “Protection Level.” Each Strategy also
includes a percentage that determines the proportion of the index performance you receive over the course of a Strategy Term, which is referred to as a “Participation Rate.” A Strategy’s Participation Rate can be as low
as 5%. Some Strategies also have an annualized percentage that is deducted from earnings called a “Strategy Spread.”

 3

6.
 Summary – Page 7. With respect to the disclosure under “What factors will affect my investment
gains and losses under the Contract?,” please supplementally confirm that the Participation Rate and Strategy Spread for a given Strategy will be the same for all new purchasers who start that Strategy as of the same date. In addition, please
supplementally confirm that the Participation Rate and Strategy Spread for a given Strategy will be the same for all existing contract owners who start that Strategy as of the same date. The Participation Rate and Strategy Spread do not necessarily
need to be the same for new purchasers and existing contract owners.

 Response. Participation Rates and
Strategy Spreads (“Rates”) may not always be the same for new purchasers that start a Strategy on the same date. A purchaser’s Rates will be the greater of the Rates in effect on the date the application is signed and the Rates in
effect on the date the contract is issued, as long as the contract is issued within 60 days of the date the application is signed. If the contract is issued after 60 days of the date the application is signed, the purchaser will receive the Rates in
effect on the date the contract is issued. Since the length of time varies between the date an application is signed and the date the contract is issued for purchasers, the Rates can also vary.

Additionally, Rates may not be the same for existing contract owners who start a Strategy on the same date during the CDSC Period. Term renewal
rates during the CDSC Period are determined by the date that was used to establish the initial term Rates, which as described above, will either be the greater of the application sign date and the contract issue date, or if after 60 days from the
date the application is signed, the contract issue date (hereinafter referred to as the “Initial Rate Date”). Purchasers who have the same Initial Rate Date will have the same renewal rates. It is possible that existing contract owners
that have the same renewal dates will have different renewal rates if they have different Initial Rate Dates. For example, if Person A’s Initial Rate Date is 5/1/21 and Person B’s Initial Rate Date is 5/1/22, they may share a same renewal
date in the future (e.g. 5/1/23) but have different renewal rates. This occurs because renewal rates are based upon the Initial Rate Date.

After the CDSC Period, the Participation Rate and Strategy Spread for a given Strategy will be the same for all existing contract owners who
start that Strategy on the same date.

7.
 Summary – Page 7. With respect to the same section, in the second paragraph or in a new paragraph,
rather than describing how changes to the Crediting Factors may impact gains and losses, please revise to instead briefly describe the purpose/impact of each Crediting Factor (i.e., one sentence each).

Response. We deleted the second paragraph of the “What factors will affect my investment gains and losses under the
Contract?” subsection of the “Summary” section in its entirety, and revised the first paragraph, as follows (emphasis added):

 4

 What factors will affect my investment gains and losses under the Contract? Each Strategy
has the following five Crediting Factors: an Index, which is the market index linked to a Strategy; a Strategy Term, which represents the duration of the Strategy in years; a Protection Level, which represents an amount of downside
protection under a Strategy for a Strategy Term; a Participation Rate, which represents the proportion of the Index Performance reflected in the Strategy’s performance; and a Strategy Spread, which is an annualized percentage used
as a deduction in the calculation of a Strategy’s performance. The Index, Strategy Term and Protection Level will not change for as long as we continue to offer the Strategy, while the Participation Rate and Strategy Spread can change for
future Strategy Terms.

8.
 Summary – Page 10. Under “How do I know what the Crediting Factors are for a Strategy that I
want to invest in?, in the 4th bolded paragraph, changes references to “gains and losses” to “gains or losses.”

Response. We revised the first sentence of the fourth paragraph of the “How do I know what the Crediting Factors are for a
Strategy that I want to invest in?” subsection of the “Summary” section, as follows (emphasis added):

 When selecting a
Strategy for investment, you should understand that your gains or losses for a Strategy will not equal the gains or losses in the Index you choose.

9.
 Summary – Page 11. With respect to the assumptions for Example – Table 1, for assumption (v),
revise/correct to state that the value of the assumed investment is at the beginning of the Strategy Term rather than the end of the Strategy Term.

Response. We revised assumption (v), as follows (emphasis added):

(v) the value of your investment in the Strategy at the beginning of the Strategy Term equals $10,000.

Additionally, we added a new assumption (vi) to clarify that no withdrawals were taken during the Strategy Term that would have reduced
the value from the beginning of the term, as follows:

 (vi) no withdrawals were taken during the Strategy Term.

10.
 Summary – Page 14. In Example – Table 3, in the left-hand column, consider revising
“Index Performance” to “Index Performance to Date” given that the example reflects an interim withdrawal.

Response. We revised each reference of “Index Performance” in left-hand column of “Example – Table 3” in
the “Summary” section to “Index Performance to Date.”

11.
 Summary – Page 18. Under “Market Value Adjustments,” either cross-reference to the
section of the prospectus that generally discusses when an MVA is likely to be positive or negative or add disclosure briefly explaining how interest rates may impact the MVA as being positive or negative.

 5

 Response. We revised the second paragraph of the “Market Value
Adjustments” subsection of the “How and why are Contingent Deferred Sales Charges (CDSCs) and Market Value Adjustments (MVAs) applied to Non-Preferred Withdrawals?” section, as follows (emphasis
added):

 The Contract is designed to be a long-term investment. When you take a withdrawal, we may be required to liquidate interest rate
sensitive fixed-income assets that we hold in order to satisfy our payment obligations under the Contract. The MVA is intended to approximate, without duplicating, our investment experience when we liquidate those assets. When interest rates have
increased, the MVA will be negative. Conversely, when interest rates have decreased, the MVA will be positive. See “Contingent Deferred Sales Charge and Market Value Adjustment—Market Value Adjustment” for more information on how
interest rates impact the MVA.

12.
 Summary – Page 18. Under “What may I do at the end of a Strategy Term?,” the first
paragraph under the bullets references the “default option.” This section and the remainder of the prospectus do not identify the default option. Please revise to identify the default option.

Response. We revised the prospectus to make the Default Option a defined term and to identify the Strategy that will be
used as the Default Option. Accordingly, we made the following changes:

a.
 We added a definition for “Default Option” to the Defined Terms” section, as follows:

 Default Option – the Strategy where your Strategy Value will be transferred to if you have Strategy Value invested
in a Strategy that will not be available for reinvestment for the next Strategy Term and we do not receive instructions from you prior to the close of business on the Strategy Term End Date.

b.
 We revised the first paragraph of the “Default Option” section, as follows (emphasis added):

 As described above, if you have Strategy Value invested in a Strategy that will not be available for reinvestment for
the next Strategy Term, and if we do not receive instructions from you prior to the close of business on the Strategy Term End Date (or if the Strategy Term End Date is not a Business Day, then at least one Business Day prior to the Strategy Term
End Date), your entire Strategy Value in the maturing Strategy will be transferred to the Default O