<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000          COMMISSION FILE NO. 1-12785

                       NATIONWIDE FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                       31-1486870
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43215               (614) 249-7111
(Address of principal executive offices)         (Registrant's telephone number,
                                                 including area code)

          Securities registered pursuant to Section 12(b) of the Act:

CLASS A COMMON STOCK (par value $.01 per share)       NEW YORK STOCK EXCHANGE
            (Title of Class)                         (Name of each exchange on
                                                      which registered)

          Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
    the preceding 12 months (for such shorter period that the registrant was
     required to file such reports) and (2) has been subject to the filing
                  requirements for at least the past 90 days.

                                 YES X    NO
                                    ---

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
    of Regulation S-K is not contained herein, and will not be contained, to
     the best of registrant's knowledge, in definitive proxy or information
    statements incorporated by reference in Part III of this Form 10-K or any
                        amendment to this Form 10-K. [ ]

      The aggregate market value of voting stock held by non-affiliates on
                        March 20, 2001 was $866,691,659.

 The number of shares outstanding of each of the registrant's classes of common
                    stock on March 20, 2001 was as follows:

CLASS A COMMON STOCK (par value $.01 per share) 24,108,252 shares issued and
outstanding
CLASS B COMMON STOCK (par value $.01 per share) 104,745,000 shares issued and
outstanding
   (Title of Class)

                       DOCUMENTS INCORPORATED BY REFERENCE

 Parts I and II of this Form 10-K incorporate by reference certain information
from the registrant's 2000 Annual Report to Shareholders. Part III of this Form
    10-K incorporates by reference certain information from the registrant's
     definitive Proxy Statement for the 2001 Annual Shareholders' Meeting.



<PAGE>   2





                                     PART I

ITEM 1        BUSINESS
------        --------

              OVERVIEW

              Nationwide Financial Services, Inc. (NFS, or collectively with its
              subsidiaries, the Company) was formed in November 1996 as a
              holding company for Nationwide Life Insurance Company (NLIC) and
              other companies that comprise the retirement savings operations of
              the Nationwide group of companies (Nationwide). NFS is
              incorporated in Delaware and maintains its principal executive
              offices in Columbus, Ohio.

              The Company is a leading provider of long-term savings and
              retirement products in the United States (U.S.). The Company
              develops and sells a diverse range of products including
              individual annuities, private and public sector pension plans and
              other investment products sold to institutions, life insurance and
              mutual funds and other asset management services. The Company
              markets its products through a broad distribution network,
              including independent broker/dealers, brokerage firms, financial
              institutions, pension plan administrators, life insurance
              specialists, Nationwide agents, Nationwide Retirement Solutions
              and The 401(k) Company. The Company believes its unique
              combination of product innovation and strong distributor
              relationships positions it to compete effectively in the rapidly
              growing retirement savings market under various economic
              conditions.

              The Company has grown substantially in recent years as a result of
              its long-term investments in developing the distribution channels
              necessary to reach its target customers and the products required
              to meet the demands of these customers. The Company believes its
              growth has been enhanced further by favorable demographic trends,
              the growing tendency of Americans to supplement traditional
              sources of retirement income with self-directed investments, such
              as products offered by the Company and the performance of the
              financial markets, particularly the U.S. stock markets, in recent
              years. From 1995 to 2000, the Company's assets grew from $38.51
              billion to $93.18 billion, a compound annual growth rate of 19%.
              Asset growth during this period resulted from sales of the
              Company's products as well as market appreciation of assets in the
              Company's separate accounts and in its general account investment
              portfolio. The Company's sales of variable annuities grew from
              $4.40 billion in 1995 to $10.40 billion in 2000, a compound annual
              growth rate of 19%. The Company's separate account assets, which
              are generated by the sale of variable annuities and variable
              universal life insurance, grew from 48% of total assets as of
              December 31, 1995 to 71% of total assets as of December 31, 2000.
              During this period of substantial growth, the Company controlled
              its operating expenses by taking advantage of economies of scale
              and by increasing productivity through investments in technology.

              INITIAL PUBLIC OFFERING AND RELATED TRANSACTIONS

              On March 6, 1997, NFS sold, in an initial public offering, 23.6
              million shares of its newly-issued Class A common stock for net
              proceeds of $524.2 million (the Equity Offering). In March 1997,
              NFS also sold, in companion public offerings, $300.0 million of 8%
              Senior Notes (the Notes) and, through a wholly owned subsidiary
              trust, $100.0 million of 7.899% Capital Securities (the Capital
              Securities). Aggregate net proceeds from the Equity Offering, the
              offering of the Notes and the sale of the Capital Securities
              totaled $917.0 million. NFS contributed $836.8 million of the
              proceeds to the capital of NLIC and retained $80.2 million of the
              proceeds for general corporate purposes.

              Prior to the initial public offering, NFS was a wholly owned
              subsidiary of Nationwide Corporation (Nationwide Corp.).
              Nationwide Corp. continues to own all of the outstanding shares of
              Class B common stock, which represents 81.4% of the total number
              of common shares outstanding and 97.8% of the combined voting
              power of the stockholders of NFS. During the first quarter of
              1997, NFS's Board of Directors approved a 104,745 for one split of
              the Company's Class B common stock, which became effective
              February 10, 1997.



                                       2
<PAGE>   3



              During 1996 and 1997, Nationwide Corp. and NFS completed
              transactions in anticipation of the initial public offering that
              focused the business of NFS on long-term savings and retirement
              products. On September 24, 1996, NLIC declared a dividend payable
              to Nationwide Corp. on January 1, 1997 consisting of the
              outstanding shares of common stock of certain subsidiaries that do
              not offer or distribute long-term savings or retirement products.
              On January 27, 1997, Nationwide Corp. contributed the common stock
              of NLIC and three marketing and distribution companies to NFS.
              Accordingly, the consolidated financial statements include the
              results of NLIC and its subsidiaries and the three marketing and
              distribution companies as if they were consolidated with NFS for
              all periods presented.

              In addition to the transactions discussed previously, the Company
              paid dividends of $50.0 million and $850.0 million to Nationwide
              Corp. on December 31, 1996 and February 24, 1997, respectively, as
              part of the restructuring.

              BUSINESS SEGMENTS

              The Company has redefined its business segments in order to align
              this disclosure with the way management currently views its core
              operations. This updated view better reflects the different
              economics of the Company's various businesses and also aligns well
              with the Company's current market focus. As a result, the Company
              now reports four product segments: Individual Annuity,
              Institutional Products, Life Insurance and Asset Management. In
              addition, the Company reports certain other revenues and expenses
              in a Corporate segment. All 1999 and 1998 amounts have been
              restated to reflect the new business segments.

              Individual Annuity

              The Individual Annuity segment consists of both variable and fixed
              annuity contracts. Individual 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, variable annuity
              contracts provide the customer with access to a wide range of
              investment options and asset protection in the event of an
              untimely death, while fixed annuity contracts generate a return
              for the customer at a specified interest rate fixed for a
              prescribed period. The Company's individual annuity products
              consist of single premium deferred annuities, flexible premium
              deferred annuities and single premium immediate annuities.

              Individual Annuity segment revenues, operating income before
              federal income tax expense and account balances are summarized in
              the following table.

<TABLE>
<CAPTION>
              (in millions)                                                   2000            1999            1998
              ==========================================================================================================

<S>                                                                      <C>              <C>              <C>
              Total revenues                                             $   1,112.9      $    970.5       $   844.4
              Operating income before federal income tax expense               276.3           254.4           230.2
              Account balances as of year end                               43,694.9        44,023.7        35,315.2
              ----------------------------------------------------------------------------------------------------------
</TABLE>

              The Company is one of the leaders in the development and sale of
              individual annuities. As of December 31, 2000, the Company was the
              third largest writer of individual variable annuity contracts in
              the U.S., according to The Variable Annuity Research & Data
              Service. The Company believes that demographic trends and shifts
              in attitudes toward retirement savings will continue to support
              increased consumer demand for its products. The Company believes
              that it possesses distinct competitive advantages in the market
              for variable annuities. Some of the Company's most important
              advantages include its innovative product offerings and strong
              relationships with independent, well-known fund managers. Its
              principal annuity series, The BEST of AMERICA(R), allows the
              customer to choose from up to 48 investment options managed by
              premier mutual fund managers. In the aggregate, the Company's
              group variable annuity products offer over 100 underlying
              investment options.



                                       3
<PAGE>   4



              The Company markets its individual annuity products through a
              broad spectrum of distribution channels, including independent
              broker/dealers, brokerage firms, financial institutions, pension
              plan administrators, Nationwide Retirement Solutions and
              Nationwide agents. The Company seeks to capture a growing share of
              individual annuity sales in these channels by working closely with
              its investment managers and product distributors to adapt the
              Company's products and services to changes in the retail and
              institutional marketplace in order to enhance its leading position
              in the market for variable annuities. The Company is following a
              strategy of extending The BEST of AMERICA brand name to more of
              its products and distribution channels in an effort to build upon
              its brand name recognition.

              The Company believes that the variable annuity business is
              attractive because it generates fee income. In addition, because
              the investment risk on variable annuities is borne principally by
              the customer and not the Company, the variable annuity business
              requires significantly less capital support than fixed annuity and
              traditional life insurance products. The Company receives income
              from variable annuity contracts primarily in the form of asset and
              administration fees. In addition, most of the Company's variable
              annuity products provide for a contingent deferred sales charge,
              also known as a "surrender charge" or "back-end load," that is
              assessed against premium withdrawals in excess of specified
              amounts made during a specified period, usually the first seven
              years of the contract. Surrender charges are intended to protect
              the Company from withdrawals early in the contract period, before
              the Company has had the opportunity to recover its sales expenses.
              Generally, surrender charges on individual variable annuity
              products are 7% of premiums withdrawn during the first year,
              scaling ratably to 0% for the eighth year and beyond.

              The Company's variable annuity products consist almost entirely of
              flexible premium deferred variable annuity (FPVA) contracts. Such
              contracts are savings vehicles in which the customer makes a
              single deposit or series of deposits. The customer has the
              flexibility to invest in mutual funds managed by independent
              investment managers and the Company. Deposits may be at regular or
              irregular intervals and in regular or irregular amounts. The value
              of the annuity fluctuates in accordance with the investment
              experience of the mutual funds chosen by the customer. The
              customer is permitted to withdraw all or part of the accumulated
              value of the annuity, less any applicable surrender charges. As
              specified in the FPVA contract, the customer generally can elect
              from a number of payment options that provide either fixed or
              variable benefit payments.

              Fixed options are available to customers who purchase certain of
              the Company's variable annuities by designation of some or all of
              their deposits to such options. A fixed option offers the customer
              a guarantee of principal and a guaranteed interest rate for a
              specified period of time. Such contracts have no maturity date and
              remain in force until the customer elects to take the proceeds of
              the annuity as a single payment or as a specified income for life
              or for a fixed number of years.

              Fixed annuity products are marketed to individuals who choose to
              allocate long-term savings to products that provide a guarantee of
              principal, a stable net asset value and a guarantee of the
              interest rate to be credited to the principal amount for some
              period of time. The Company's individual fixed annuity products
              are distributed through its unaffiliated and affiliated channels
              and include single premium deferred annuity contracts, flexible
              premium deferred annuity contracts and single premium immediate
              annuity contracts. The Company invests fixed annuity customer
              deposits in its general account investment portfolio, while
              variable annuity customer deposits are invested in mutual funds as
              directed by the customer and are held in the Company's separate
              account. Unlike variable annuity assets that are held in the
              Company's separate account, the Company bears the investment risk
              on assets held in its general account. The Company attempts to
              earn a spread by investing a customer's deposits for higher yields
              than the interest rate it credits to the customer's fixed annuity
              contract.

              During 2000, the average crediting rate on contracts (including
              the fixed option under the Company's variable contracts) in the
              Individual Annuity segment was 5.73%. Approximately 78% of the
              Company's crediting rates on its individual fixed annuity
              contracts are guaranteed for a period not exceeding 15 months.

              The Company offers individual variable annuities under The BEST of
              AMERICA brand name. The Company also markets individual variable
              annuities as "private label" products.




                                       4
<PAGE>   5


              The BEST of AMERICA Products. The Company's principal individual
              FPVA contracts are sold under the brand names The BEST of
              AMERICA-America's Vision(R), The BEST of AMERICA IV(R) and The
              BEST oF AMERICA-America's FUTURE Annuity(R). The BEST of AMERICA
              brand name individual variable annuities, which includes the fixed
              option of individual variable annuities, accounted for $5.59
              billion (76%) of the Company's individual annuity sales in 2000
              and $34.61 billion (79%) of the Company's individual annuity
              account balances as of year-end. The Company's The BEST of
              AMERICA-America's Vision and The BEST of AMERICA-America's FUTURE
              Annuity products are intended to appeal to distributors in the
              market for large initial deposits. The contracts require initial
              minimum deposits of $15,000. The Company's The BEST of AMERICA IV
              product is intended primarily for the tax-qualified, payroll
              deduction market, where initial deposits are often smaller. The
              BEST of AMERICA IV generally pays a lower up-front commission to
              distributors but requires only $1,500 as an initial deposit. All
              three products generate an annual asset fee and may also generate
              annual administration fees for the Company.

              Private Label Variable Annuities. These products accounted for
              $998.7 million (14%) of the Company's individual annuity sales in
              2000 and $5.14 billion (12%) of the Company's individual annuity
              account balances as of year-end. The Company has developed several
              private label variable annuity products in conjunction with other
              financial intermediaries. The products allow financial
              intermediaries to market products with substantially the same
              features as the Company's brand name products to their own
              customer bases under their own brand names. The Company believes
              these private label products strengthen the Company's ties to
              certain significant distributors of the Company's products. These
              contracts generate an annual asset fee and may also generate
              annual administration fees for the Company.

              Deferred Fixed Annuity Contracts. Deferred annuities consist of
              single premium deferred annuity (SPDA) contracts and flexible
              premium deferred annuity (FPDA) contracts. Total deferred fixed
              annuities accounted for $534.8 million (8%) of the Company's
              individual annuity sales in 2000 and $2.42 billion (6%) of the
              Company's individual annuity account balances as of year-end. SPDA
              and FPDA contracts are distributed through broker/dealers,
              financial planners, banks and Nationwide agents. SPDA contracts
              are savings vehicles in which the customer makes a single deposit
              with the Company. The Company guarantees the customer's principal
              and credits the customer's account with earnings at an interest
              rate that is stated and fixed for an initial period, typically at
              least one year. Thereafter, the Company resets, typically
              annually, the interest rate credited to the contract based upon
              market and other conditions. SPDA contracts have no maturity date
              and remain in force until the customer elects to take the proceeds
              of the annuity as a single payment or as a specified income for
              life or for a fixed number of years. FPDA contracts are typically
              marketed to teachers and employees of tax-exempt organizations as
              tax-qualified retirement programs. Under these contracts, the
              Company accepts a single deposit or a series of deposits. Deposits
              may be paid at intervals that are either regular or irregular.
              FPDA contracts contain substantially the same guarantee of
              principal and interest rate terms included in the Company's SPDA
              contracts. No front-end sales charges are imposed on SPDA and FPDA
              contracts. However, all such contracts provide for the imposition
              of certain surrender charges, which are assessed against premium
              withdrawals in excess of specified amounts and which occur during
              the surrender charge period. The surrender charges are usually set
              within the range of 0% and 7% and typically decline from year to
              year, disappearing after seven contract years.

              Single Premium Immediate Annuity (SPIA) Contracts. SPIA contracts
              accounted for $127.7 million (2%) of the Company's individual
              annuity sales for 2000 and $1.52 billion (3%) of the Company's
              individual annuity account balances as of year-end. The Company's
              SPIA contracts are offered through its affiliated and unaffiliated
              distribution channels and are offered as either direct purchases
              or as fixed annuity options under the Company's various individual
              and group annuity contracts. SPIAs are annuities that require a
              one-time deposit in exchange for guaranteed, periodic annuity
              benefit payments, often for the contract holder's lifetime. SPIA
              contracts are often purchased by persons at or near retirement age
              who desire a steady stream of future income.





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<PAGE>   6
              Institutional Products

              The Institutional Products segment is comprised of the Company's
              group pension and payroll deduction business, both public and
              private sectors, and medium-term note program. The public sector
              includes the 457 business in the form of fixed and variable
              annuities as well as administration only business. The private
              sector includes the 401(k) business generated through fixed and
              variable annuities, Nationwide Trust Company and The 401(k)
              Company.

              Institutional Products segment revenues, operating income before
              federal income tax expense and account balances are summarized in
              the following table.

<TABLE>
<CAPTION>

              (in millions)                                                   2000            1999            1998
              ==========================================================================================================

<S>                                                                         <C>            <C>             <C>
              Total revenues                                                $  1,150.9     $   1,042.1     $     991.3
              Operating income before federal income tax expense                 224.6           201.5           164.8
              Account balances as of year end                                 47,154.0        48,321.7        38,582.0
              ----------------------------------------------------------------------------------------------------------
</TABLE>

              Institutional products are generally offered as variable and fixed
              group annuities to employers for use in employee benefit programs
              and are distributed through unaffiliated and affiliated channels.

              The Company's variable group annuity contracts provide the
              individual participants the ability to invest in mutual funds
              managed by independent investment managers and the Company.
              Deposits may be at regular or irregular intervals and in regular
              or irregular amounts. The value of the annuity fluctuates in
              accordance with the investment experience of the mutual funds
              chosen by the participant. The participant is permitted to
              withdraw all or part of the accumulated value of the annuity only
              in accordance with IRS regulations or be subject to a tax penalty.
              As specified in the FPVA contract, the participant generally can
              elect from a number of payment options that provide either fixed
              or variable benefit payments. The Company receives income from
              variable group annuity contracts primarily in the form of asset
              and administration fees. In addition, most of the Company's
              variable annuity products provide for a contingent deferred sales
              charge, also known as a "surrender charge" or "back-end load,"
              that is assessed against premium withdrawals in excess of
              specified amounts made during a specified period, usually the
              first seven years of the contract. Surrender charges are intended
              to protect the Company from withdrawals early in the contract
              period, before the Company has had the opportunity to recover its
              sales expenses.

              The Company's fixed group annuity contracts provide the individual
              participants a guarantee of principal and a guaranteed interest
              rate for a specified period of time. The Company attempts to earn
              a spread by investing a participant's deposits for higher yields
              than the interest rate credited to the participant's account
              balance.

              During 2000, the average crediting rate on fixed annuity contracts
              (including the fixed option under the Company's variable
              contracts) in the Institutional Products segment was 5.98%.
              Approximately 64% of the Company's crediting rates on
              institutional fixed annuity contracts are guaranteed for one
              quarter then reset by the Company.

              The Company markets employer-sponsored group annuities to both
              public sector employees for use in connection with plans described
              under Sections 457 of the Internal Revenue Code (IRC) and to
              private sector employees for use in connection with IRC Section
              401(k) plans. These private sector employer-sponsored group
              annuities are marketed under several brand names, including The
              BEST of AMERICA Group Pension Series.

              The BEST of AMERICA Group Pension Series. These group annuity
              products accounted for $3.93 billion (53%) of the Company's
              institutional products sales in 2000 and $12.62 billion (27%) of
              the Company's institutional products account balances as of
              year-end. The BEST of AMERICA group products are typically offered
              only on a tax-qualified basis. These products may be structured
              with a variety of features that may be arranged in over 600
              combinations of front-end loads, back-end loads and asset-based
              fees.

              Section 457 Contracts. These products accounted for $2.15 billion
              (29%) of the Company's institutional products sales in 2000 and
              $17.29 billion (37%) of the Company's institutional products
              account balances as of year-end. The Company offers a variety of
              group variable annuity contracts that are designed primarily for
              use in conjunction with plans described under IRC Section 457.
              Section 457 permits employees of state and local governments to
              defer a certain portion of their yearly income and invest such
              income on a tax-deferred basis.

                                       6
<PAGE>   7

              These contracts typically generate an annual asset fee and may
              also generate annual administration fees for the Company.

              Administration Only Contracts. The Company offers administration
              and record-keeping services to Section 457 and 401(k) plans
              outside of a group annuity contract. The Company generally
              collects a fee calculated as a percentage of plan assets.

              Medium-Term Note Program. The Company's $2 billion medium-term
              note program represents sales of funding agreements that secure
              notes issued to foreign investors through a third party trust.
              This program was launched in July 1999 as a means to expand
              spread-based product offerings. Sales of funding agreements
              totaled $1.07 billion in 2000 and accounted for $1.63 billion (3%)
              of the Company's institutional products account balances as of
              year-end. Sales under the Company's medium-term note program are
              not included in reported sales as they do not produce steady
              production flow that lends itself to meaningful comparisons.

              Life Insurance

              The Company's Life Insurance segment consists of insurance
              products, including universal life insurance, corporate-owned life
              insurance (COLI) and bank-owned life insurance (BOLI), which
              provide a death benefit and also allow the customer to build cash
              value on a tax-advantaged basis. In recent years, the Company has
              placed particular emphasis within this segment on the sale of
              variable life insurance products that offer multiple investment
              options. The Company distributes its variable universal life
              insurance products through its unaffiliated distribution channels.
              The Company's target markets for its life insurance products
              include the holders of personal automobile and homeowners'
              insurance policies issued by members of Nationwide and select
              customers to whom the accumulation of cash values is important.

              Life Insurance segment revenues, operating income before federal
              income tax expense, policy reserves and life insurance in force
              are summarized in the following table.

<TABLE>
<CAPTION>
              (in millions)                                                 2000        1999         1998
              ================================================================================================

<S>                                                                      <C>          <C>          <C>
              Total revenues                                             $   751.3    $   648.0    $   544.1
              Operating income before federal income tax expense             161.1        122.7         88.8
              Life insurance policy reserves as of year end                7,225.5      5,913.8      4,613.4
              Life insurance in force as of year end                      64,390.0     58,563.7     45,830.5
              ------------------------------------------------------------------------------------------------
</TABLE>

              Universal Life and Variable Universal Life Insurance Products. The
              Company offers universal life insurance and variable universal
              life insurance products including both flexible premium and single
              premium designs. These products provide life insurance under which
              the benefits payable upon death or surrender depend upon the
              policyholder's account value. Universal life insurance provides
              whole life insurance with flexible premiums and adjustable death
              benefits. For universal life insurance, the policyholder's account
              value is credited based on an adjustable rate of return set by the
              Company relating to current interest rates. For variable universal
              life insurance, the policyholder's account value is credited with
              the investment experience of the mutual funds chosen by the
              customer. The variable universal life insurance products also
              typically include a general account guaranteed interest investment
              option. All of the Company's variable universal life insurance
              products are marketed under the Company's The BEST of AMERICA
              brand name and have the same wide range of investment options as
              the Company's variable annuity products. These products are
              distributed on an unaffiliated basis by independent
              broker/dealers, brokerage firms, financial institutions and
              Nationwide agents.

              Traditional Life Insurance Products. The Company offers whole life
              and term life insurance. Whole life insurance combines a death
              benefit with a savings plan that increases gradually in amount
              over a period of years. The customer generally pays a level
              premium over the customer's expected lifetime. The customer may
              borrow against the savings and also has the option of surrendering
              the policy and receiving the accumulated cash value rather than
              the death benefit. Term life insurance provides only a death
              benefit without any savings component. Nationwide agents
              distribute these traditional life insurance products on an
              unaffiliated basis.




                                       7
<PAGE>   8


              COLI and BOLI Products. Corporations purchase COLI, while banks
              purchase BOLI to provide protection against the death of selected
              employees and to fund non-qualified benefit plans. Corporations or
              banks may make a single premium payment or a series of premium
              payments. Premium payments made are credited with a guaranteed
              interest rate that is fixed for a specified period of time. For
              variable COLI and BOLI products, the contractholder's account
              value is credited with the investment experience of the mutual
              funds selected by the contractholder. Sales of BOLI are not
              included in reported sales as they do not produce steady
              production flow that lends itself to meaningful comparisons.

              Asset Management

              The Asset Management segment consists primarily of the Company's
              investment advisor subsidiary, Villanova Capital, Inc. (Villanova
              Capital).

              Asset Management segment revenues, operating income before federal
              income tax expense and assets under management are summarized in
              the following table.

<TABLE>
<CAPTION>
              (in millions)                                                2000          1999           1998
              =================================================================================================

<S>                                                                      <C>           <C>          <C>
              Total revenues                                             $    119.4    $   108.6    $    73.9
              Operating income before federal income tax expense                4.5         22.9         14.0
              Assets under management as of year end                       22,953.4     22,866.7     19,825.5
              -------------------------------------------------------------------------------------------------
</TABLE>

              The Company manages mutual funds that are offered as investment
              options for the Company's variable annuities and variable
              universal life insurance products. Mutual funds are also
              distributed on a retail basis. In addition to mutual funds, the
              Company offers stable value funds sold primarily to pension and
              other retirement plans.

              MARKETING AND DISTRIBUTION

              The Company sells its products through a broad distribution
              network. Unaffiliated entities that sell the Company's products to
              their own customer base include independent broker/dealers,
              national and regional brokerage firms, pension plan
              administrators, financial institutions, life insurance specialists
              and Nationwide agents. Representatives, or affiliated entities, of
              the Company who market products directly to a customer base
              identified by the Company include Nationwide Retirement Solutions
              and The 401(k) Company. The Company provides, through both its
              affiliated and unaffiliated channels, the means for employers
              sponsoring tax-favored retirement plans (such as those described
              in IRC Sections 401(k) and 457) to allow their employees to make
              contributions to such plans through payroll deductions. Typically,
              the Company receives the right from an employer to market products
              to employees and arrange to deduct periodic deposits from the
              employees' regular paychecks. The Company believes that the
              payroll deduction market is characterized by more predictable
              levels of sales than other markets because these customers are
              less likely, even in times of market volatility, to stop making
              annuity deposits than customers in other markets are. In addition,
              the Company believes that payroll deduction access to customers
              provides significant insulation from competition by providing the
              customer with a convenient, planned method of periodic saving. In
              both the Pension Market, where the Company's products are
              distributed primarily through unaffiliated entities, and in the
              Public Sector Market, where the Company's products are distributed
              primarily by affiliated entities, payroll deduction is the primary
              method used for collecting premiums and deposits.

              A table showing sales by distribution channel for each of the last
              three years is presented in Management's Discussion and Analysis
              of Financial Condition and Results of Operations (MD&A) on page 27
              of the Company's 2000 Annual Report to Shareholders.





                                       8
<PAGE>   9


              Unaffiliated Entities

              Independent Broker/Dealer and Brokerage Firms. The Company sells
              individual and group variable annuities, fixed annuities and
              variable life insurance through independent broker/dealers in all
              50 states and the District of Columbia. The Company also utilizes
              a number of brokerage firms in this channel. The Company believes
              that it has developed strong broker/dealer 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 BEST of AMERICA
              brand name are competitive advantages in these distribution
              channels. The Company regularly seeks to add new broker/dealers
              and brokerage firms to its distribution network.

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

              Financial Institutions. The Company markets individual variable
              and fixed annuities (under its brand names and on a private-label
              basis) and variable universal life insurance through financial
              institutions, consisting primarily of banks and their
              subsidiaries. The Company believes that its expertise in training
              financial institution personnel to sell annuities and pension
              products, its breadth of product offerings, its financial
              strength, the Nationwide and The BEST of AMERICA brand names and
              the ability to offer private label products are competitive
              advantages in this distribution channel.

              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.

              Nationwide Agents. The Company sells traditional life insurance,
              universal life insurance, variable universal life insurance
              products and individual annuities through licensed Nationwide
              agents who primarily target the holders of personal automobile and
              homeowners' insurance policies issued by Nationwide. The
              Nationwide agents sell exclusively Nationwide products and may not
              offer products that compete with those of the Company.

              Affiliated Entities

              Nationwide Retirement Solutions. The Company markets various
              products and services, primarily on a retail basis through several
              subsidiary sales organizations to the Public Sector Market. The
              Company 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 retirement
              programs. The Company believes that its existing relationships
              with state and local government entities and the Company's
              sponsorship by such entities as the National Association of
              Counties (NACO) and The United States Conference of Mayors (USCM)
              provide it with distinct competitive advantages in this market.
              NACO sponsorship, which began in 1980 and has been renewed three
              times, expires December 31, 2005 and USCM sponsorship, which began
              in 1979 and has been renewed twice, expires on December 31, 2004.

              The 401(k) Company. The Company provides administration and
              record-keeping services to employers in the Private Sector Market
              for use in their IRC Section 401(k) retirement programs.





                                       9
<PAGE>   10


              CORPORATE SEGMENT

              Revenues in the Corporate segment consist primarily of net
              investment income on invested assets not allocated to the four
              product segments. Expenses include interest expense on debt,
              goodwill amortization and unallocated expenses.

              Corporate segment operating revenues and operating loss before
              federal income tax expense (which excludes realized gains and
              losses on investments) are summarized in the following table.

<TABLE>
<CAPTION>
              (in millions)                                                      2000            1999            1998
              ==========================================================================================================
<S>                                                                             <C>            <C>              <C>
              Total operating revenues                                          $ 60.7         $  45.1          $ 40.1
              Operating loss before federal income tax expense                   (17.7)          (17.7)          (10.2)
              ----------------------------------------------------------------------------------------------------------
</TABLE>

              REINSURANCE

              The Company follows the customary industry practice of reinsuring
              a portion of its life insurance and annuity risks with other
              companies in order to reduce net liability on individual risks, to
              provide protection against large losses and to obtain greater
              diversification of risks. The maximum amount of individual
              ordinary life insurance retained by the Company on any one life is
              $1.0 million. The Company cedes insurance primarily on an
              automatic basis, under which risks are ceded to a reinsurer on
              specific blocks of business where the underlying risks meet
              certain predetermined criteria and on a facultative basis, under
              which the reinsurer's prior approval is required for each risk
              reinsured. The Company also cedes insurance on a case-by-case
              basis particularly where the Company may be writing new risks or
              is unwilling to retain the full costs associated with new lines of
              business. The ceding of risk does not discharge the original
              insurer from its primary obligation to the policyholder. The
              Company has entered into reinsurance contracts to cede a portion
              of its individual annuity business to The Franklin Life Insurance
              Company (Franklin) and beginning in 2000 with Security Benefit
              Life Insurance Company (SBL). Total recoveries due from Franklin
              were $97.7 million and $143.6 million as of December 31, 2000 and
              1999, respectively, while amounts due from SBL totaled $45.4
              million as of December 31, 2000. Under the terms of the contract,
              Franklin and SBL have each established a trust as collateral for
              the recoveries. The trust assets are invested in investment grade
              securities, the market value of which must at all times be greater
              than or equal to 102% and 100% of the reinsured reserves for
              Franklin and SBL, respectively. The Company has no other material
              reinsurance arrangements with unaffiliated reinsurers. The only
              material reinsurance agreements the Company has with affiliates
              are the modified coinsurance agreements pursuant to which NLIC
              reinsured all of its accident and health and group life insurance
              business to other members of Nationwide as described in note 16 to
              the Company's consolidated financial statements.

              RATINGS

              Ratings with respect to claims-paying ability and financial
              strength have become an increasingly important factor in
              establishing the competitive position of insurance companies.
              Ratings are important to maintaining public confidence in the
              Company and its ability to market its annuity and life insurance
              products. Rating organizations continually review the financial
              performance and condition of insurers, including the Company. Any
              lowering of the Company's ratings could have a material adverse
              effect on the Company's ability to market its products and could
              increase the surrender of the Company's annuity products. Both of
              these consequences could, depending upon the extent thereof, have
              a material adverse effect on the Company's liquidity and, under
              certain circumstances, net income. NLIC is rated "A+" (Superior)
              by A.M. Best Company, Inc. and its claims-paying ability/financial
              strength is rated "Aa3" (Excellent) by Moody's Investors Service,
              Inc. (Moody's), "AA" (Very Strong) by Standard & Poor's, a
              Division of The McGraw-Hill Companies, Inc. (S&P) and "AA+" (Very
              Strong) by Fitch.

              The foregoing ratings reflect each rating agency's opinion of
              NLIC's financial strength, operating performance and ability to
              meet its obligations to policyholders and are not evaluations
              directed toward the protection of investors. Such factors are of
              concern to policyholders, agents and intermediaries.

              The Company's financial strength is also reflected in the ratings
              of the senior notes, capital and preferred securities of
              subsidiary trusts and commercial paper. The senior notes are rated
              "A" by S&P and "A2" by Moody's. The capital and preferred
              securities issued by subsidiary trusts are rated "BBB+" by S&P and
              "a2" by Moody's. The commercial paper is rated "A-1+" by S&P and
              "P-1" by Moody's.


                                       10
<PAGE>   11

              COMPETITION

              The Company competes with a large number of other insurers as well
              as non-insurance financial services companies, such as banks,
              broker/dealers and mutual funds, some of whom have greater
              financial resources, offer alternative products and, with respect
              to other insurers, have higher ratings than the Company. The
              Company believes that competition in the Company's lines of
              business is based on price, product features, commission
              structure, perceived financial strength, claims-paying ratings,
              service and name recognition.

              On November 12, 1999, the Gramm-Leach-Bliley Act (the Act), was
              signed into law. The Act modernizes the regulatory framework for
              financial services in the United States which allows banks,
              securities firms and insurance companies to affiliate more
              directly than they have been permitted to do in the past. While
              the Act facilitates these affiliations, to date no significant
              competitors of the Company have acquired, or been acquired by, a
              banking entity under authority of the Act. Nevertheless, it is not
              possible to anticipate whether such affiliations might occur in
              the future.

              REGULATION

              General Regulation at State Level

              As an insurance holding company, the Company is subject to
              regulation by the states in which its insurance subsidiaries are
              domiciled and/or transact business. Most 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 annually furnish 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 such
              system. The Company is subject to the insurance holding company
              laws in Ohio. Under such laws, all transactions within an
              insurance holding company system affecting insurers must be fair
              and equitable and each insurer's policyholder surplus following
              any such transaction must be both reasonable in relation to its
              outstanding liabilities and adequate for its needs. The Ohio
              insurance holding company laws also require prior notice or
              regulatory approval of the change of control of an insurer or its
              holding company and of material intercorporate transfers of assets
              within the holding company structure. Generally, under such laws,
              a state insurance authority 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.

              In addition, the laws of the various states establish regulatory
              agencies with broad administrative powers to approve policy forms,
              grant and revoke licenses to transact business, regulate trade
              practices, license agents, require statutory financial statements
              and prescribe the type and amount of investments permitted. In
              recent years, a number of life and annuity insurers have been the
              subject of regulatory proceedings and litigation relating to
              alleged improper life insurance pricing and sales practices. Some
              of these insurers have incurred or paid substantial amounts in
              connection with the resolution of such matters. In addition, 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. None of the Company's insurance subsidiaries is the
              subject of any such investigation by any regulatory authority or
              any such market conduct examination in any state at this time. The
              Company's subsidiaries continuously monitor sales, marketing and
              advertising practices and related activities of their 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 assurance that any non-compliance
              with such applicable laws and regulations would not have a
              material adverse effect on the Company.

              Insurance companies are required to file detailed annual and
              quarterly financial statements with state insurance regulators in
              each of the states in which they do business and their business
              and accounts are subject to examination by such agencies 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. Applicable state insurance laws, rather than federal
              bankruptcy laws, apply to the liquidation or the restructuring of
              insurance companies.





                                       11
<PAGE>   12


              As part of their routine regulatory oversight process, state
              insurance departments conduct detailed examinations periodically
              (generally once every three to four years) of the books, records
              and accounts of insurance companies domiciled in their states.
              Such examinations are generally conducted in cooperation with the
              insurance departments of two or three other states under
              guidelines promulgated by the National Association of Insurance
              Commissioners (NAIC). The most recently completed examination of
              the Company's insurance subsidiaries was conducted by the Ohio and
              Delaware insurance departments for the four-year period ended
              December 31, 1996. The final reports of these examinations did not
              result in any significant issues or adjustments.

              Regulation of Dividends and Other Payments from Insurance
              Subsidiaries

              As an insurance holding company, the Company's ability to meet
              debt service obligations and pay operating expenses and dividends
              depends primarily on the receipt of sufficient funds from its
              primary operating subsidiary, NLIC. The inability of NLIC to pay
              dividends to the Company in an amount sufficient to meet debt
              service obligations and pay operating expenses and dividends would
              have a material adverse effect on the Company. The payment of
              dividends by NLIC is subject to restrictions set forth in the
              insurance laws and regulations of Ohio, its domiciliary state. The
              Ohio insurance laws require Ohio-domiciled life insurance
              companies to seek prior regulatory approval to pay a dividend or
              distribution of cash or other property if the fair market value
              thereof, together with that of other dividends or distributions
              made in the preceding 12 months, exceeds the greater of (i) 10% of
              statutory-basis policyholders' surplus as of the prior December 31
              or (ii) the statutory-basis net income of the insurer for the
              12-month period ending as of the prior December 31. The Ohio
              insurance laws also require insurers to seek prior regulatory
              approval for any dividend paid from other than earned surplus.
              Earned surplus is defined under the Ohio insurance laws as the
              amount equal to the Company's unassigned funds as set forth in its
              most recent statutory financial statements, including net
              unrealized capital gains and losses or revaluation of assets.
              Additionally, following any dividend, an insurer's policyholder
              surplus must be reasonable in relation to the insurer's
              outstanding liabilities and adequate for its financial needs. The
              payment of dividends by NLIC may also be subject to restrictions
              set forth in the insurance laws of New York that limit the amount
              of statutory profits on NLIC's participating policies (measured
              before dividends to policyholders) that can inure to the benefit
              of the Company and its stockholders. The Company currently does
              not expect such regulatory requirements to impair its ability to
              pay operating expenses and dividends in the future.

              Risk-Based Capital Requirements

              In order to enhance the regulation of insurer solvency, the NAIC
              has adopted a model law to implement risk-based capital (RBC)
              requirements for life insurance companies. The requirements are
              designed to monitor capital adequacy and to raise the level of
              protection that statutory surplus provides for policyholders. The
              model law measures four major areas of risk facing life insurers:
              (i) the risk of loss from asset defaults and asset value
              fluctuation; (ii) the risk of loss from adverse mortality and
              morbidity experience; (iii) the risk of loss from mismatching of
              asset and liability cash flow due to changing interest rates and
              (iv) business risks. 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.

              Based on the formula adopted by the NAIC, NLIC's adjusted capital
              exceeded the level at which the Company would be required to take
              corrective action by a substantial amount as of December 31, 2000.

              Assessments Against Insurers

              Insurance guaranty association laws exist in all states, the
              District of Columbia and Puerto Rico. Insurers doing business in
              any of these jurisdictions can be assessed for policyholder losses
              incurred by insolvent insurance companies. The amount and timing
              of any future assessment on the Company's insurance subsidiaries
              under these laws cannot be reasonably estimated and are beyond the
              control of the Company and its insurance subsidiaries. A large
              part of the assessments paid by the Company's insurance
              subsidiaries pursuant to these laws may be used as credits for a
              portion of the Company's insurance subsidiaries' premium taxes.
              For the years ended December 31, 2000, 1999 and 1998, the Company
              paid $0.6 million, $1.0 million and $2.4 million, respectively, in
              assessments pursuant to state insurance guaranty association laws.





                                       12
<PAGE>   13


              Securities Laws

              Certain of the Company's insurance subsidiaries and certain
              policies and contracts offered by them are subject to regulation
              under the federal securities laws administered by the Securities
              and Exchange Commission (the Commission) and under certain state
              securities laws. Certain separate accounts of the Company's
              insurance subsidiaries are registered as investment companies
              under the Investment Company Act of 1940, as amended (Investment
              Company Act). Separate account interests under certain variable
              annuity contracts and variable insurance policies issued by the
              Company's insurance subsidiaries are also registered under the
              Securities Act of 1933, as amended. Certain other subsidiaries of
              the Company are registered as broker/dealers under the Securities
              Exchange Act of 1934, as amended and are members of, and subject
              to regulation by, the National Association of Securities Dealers.

              Certain of the Company's subsidiaries are investment advisors
              registered under the Investment Advisors Act of 1940, as amended.
              The investment companies managed by such subsidiaries are
              registered with the Commission under the Investment Company Act
              and the shares of certain of these entities are qualified for sale
              in certain states in the U.S. and the District of Columbia. A
              subsidiary of the Company is registered with the Commission as a
              transfer agent. Certain subsidiaries of the Company are also
              subject to the Commission's net capital rules.

              All aspects of the Company's subsidiaries' investment advisory
              activities are subject to various federal and state laws and
              regulations in 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 carrying on of business for
              failure to comply with such laws and regulations. In such event,
              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.


              Unitary Savings and Loan Holding Company Status


              Nationwide Trust Company, FSB (Nationwide Trust Company), a wholly
              owned subsidiary of the Company, is a limited-purpose federal
              savings bank chartered by the Office of Thrift Supervision of the
              U.S. Department of the Treasury (the OTS). Nationwide Trust
              Company is subject to comprehensive regulation and periodic
              examination by the OTS. As a result of the Company's ownership of
              Nationwide Trust Company, the Company is a unitary savings and
              loan holding company subject to regulation by the OTS and to the
              provisions of the Savings and Loan Holding Company Act. As a
              unitary savings and loan holding company, the Company generally is
              not restricted as to the types of business activities in which it
              may engage so long as the Nationwide Trust Company continues to
              meet the qualified thrift lender test (the QTL Test). Under the
              Act, existing unitary savings and loan holding companies such as
              the Company are grandfathered with full powers to continue and
              expand their current activities. However, if the Company should
              fail to qualify as a unitary savings and loan holding company (as
              a result of failure of the QTL test or otherwise), then the types
              of activities in which the Company and its non-savings association
              subsidiaries would be able to engage would generally be limited to
              those eligible for bank holding companies (subject, however, to
              the Company's ability to elect status as a financial holding
              company under the Act).






                                       13
<PAGE>   14


              ERISA Considerations

              On December 13, 1993, the United States Supreme Court issued its
              opinion in John Hancock Mutual Life Insurance Company v. Harris
              Trust and Savings Bank holding that certain assets in excess of
              amounts necessary to satisfy guaranteed obligations held by John
              Hancock in its general account under a participating group annuity
              contract are "plan assets" and therefore subject to certain
              fiduciary obligations under the Employee Retirement Income
              Security Act of 1974, as amended (ERISA). 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. The Court
              imposed ERISA fiduciary obligations 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).

              The Secretary of Labor issued final regulations on January 5,
              2000, providing guidance for the purpose of determining, in cases
              where an insurer issues one or more policies backed by the
              insurer's general account to or for the benefit of an employee
              benefit plan, which assets of the insurer constitute plan assets
              for purposes of ERISA and the IRC. The regulations apply only with
              respect to a policy issued by an insurer to an ERISA plan on or
              before December 31, 1998. In the case of such a policy, most
              provisions of the regulations are applicable on July 5, 2001.
              Generally, where the basis of a claim is that insurance company
              general account assets constitute plan assets, no person will be
              liable under ERISA or the IRC for conduct occurring prior to July
              5, 2001. However, certain provisions under the final regulations
              are applicable as follows: (1) certain contract termination
              features become applicable on January 5, 2000 if the insurer
              engages in certain unilateral actions; and (2) the initial and
              separate account disclosure provisions become applicable July 5,
              2000. New policies issued after December 31, 1998, which are not
              guaranteed benefit policies will subject the issuer to ERISA
              fiduciary obligations.

              Potential Tax Legislation

              Congress has, from time to time, considered possible legislation
              that would eliminate many of the tax benefits currently afforded
              to annuity products.

              EMPLOYEES

              As of December 31, 2000, the Company had approximately 4,800
              employees. None of the employees of the Company are covered by a
              collective bargaining agreement and the Company believes that its
              employee relations are satisfactory.

ITEM 2        PROPERTIES

              Pursuant to an arrangement between NMIC and certain of its
              subsidiaries, during 2000 the Company leased on average
              approximately 758,000 square feet of office space primarily in the
              four building home office complex in Columbus, Ohio. The Company
              believes that its present facilities are adequate for the
              anticipated needs of the Company.

ITEM 3        LEGAL PROCEEDINGS

              The Company is a party to litigation and arbitration proceedings
              in the ordinary course of its business, none of which is expected
              to have a material adverse effect on the Company.

              In recent years, life insurance companies have been named as
              defendants in lawsuits, including class action lawsuits relating
              to life insurance and annuity pricing and sales practices. A
              number of these lawsuits have resulted in substantial jury awards
              or settlements.

              As was previously disclosed in the Company's Form 10-Q for the
              quarterly period ended March 31, 2000, the Robert Young and David
              D. Distad v. Nationwide Life Insurance Company et al lawsuit was
              dismissed by the court with prejudice on February 9, 2000.


                                       14
<PAGE>   15


              On October 29, 1998, the Company was named in a lawsuit filed in
              Ohio state court related to the sale of deferred annuity products
              for use as investments in tax-deferred contributory retirement
              plans (Mercedes Castillo v. Nationwide Financial Services, Inc.,
              Nationwide Life Insurance Company and Nationwide Life and Annuity
              Insurance Company). On May 3, 1999, the complaint was amended to,
              among other things, add Marcus Shore as a second plaintiff. The
              amended complaint is brought as a class action on behalf of all
              persons who purchased individual deferred annuity contracts or
              participated in group annuity contracts sold by the Company and
              the other named Company affiliates which were used to fund certain
              tax-deferred retirement plans. The amended complaint seeks
              unspecified compensatory and punitive damages. No class has been
              certified. On June 11, 1999, the Company and the other named
              defendants filed a motion to dismiss the amended complaint. On
              March 8, 2000, the court denied the motion to dismiss the amended
              complaint filed by the Company and other named defendants. The
              Company intends to defend this lawsuit vigorously.

              There can be no assurance that any litigation relating to pricing
              or sales practices will not have a material adverse effect on the
              Company in the future.

ITEM 4        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              During the fourth quarter of 2000 no matters were submitted to a
              vote of security holders, through the solicitation of proxies or
              otherwise.

                                     PART II

ITEM 5        MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
              MATTERS

              The Class A Common Stock of NFS is traded on the New York Stock
              Exchange under the symbol "NFS". As of March 2, 2001, NFS had
              2,454 registered shareholders of Class A Common Stock.

              There is no established public trading market for the Company's
              Class B Common Stock. All 104,745,000 shares of Class B Common
              Stock are owned by Nationwide Corp.

              Information regarding the high and low sales prices of NFS Class A
              Common Stock and cash dividends declared on such shares, as
              required by this item, is set forth in the following table:

<TABLE>
<CAPTION>

                                                                             Quarter
                    Quarter Ended             High            Low             Close           Dividends
              ========================================================================================

<S>                                           <C>            <C>             <C>             <C>
              March 31, 2000                  $29.94         $19.50          $29.25          $ 0.10
              June 30, 2000                   $34.75         $25.63          $32.88          $ 0.12
              September 30, 2000              $40.75         $32.75          $37.38          $ 0.12
              December 31, 2000               $51.44         $36.94          $47.50          $ 0.12

              March 31, 1999                  $54.13         $39.94          $42.00          $ 0.08
              June 30, 1999                   $49.38         $39.75          $45.25          $ 0.10
              September 30, 1999              $46.75         $34.56          $35.38          $ 0.10
              December 31, 1999               $42.00         $26.75          $27.94          $ 0.10
              ----------------------------------------------------------------------------------------
</TABLE>

              Information regarding restrictions on the ability of NFS's
              insurance subsidiaries to pay dividends to NFS, as required by
              this item, is set forth under "Item 1:
              Business-Regulation-Regulation of Dividends and Other Payments
              from Insurance Subsidiaries" above and in note 15 of the
              consolidated financial statements on page 78 of the 2000 Annual
              Report to Shareholders and is incorporated herein by reference.

ITEM 6        SELECTED CONSOLIDATED FINANCIAL DATA

              Information required by this item is set forth in the table titled
              "Five Year Summary" on pages 49 and 50 of the Company's 2000
              Annual Report to Shareholders and is incorporated herein by
              reference.




                                       15
<PAGE>   16


ITEM 7        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

              Information required by this item is set forth on pages 23 through
              48 of the Company's 2000 Annual Report to Shareholders and is
              incorporated herein by reference.

ITEM 7A       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

              Information required by this item is set forth on pages 43 through
              48 of the Company's 2000 Annual Report to Shareholders and is
              incorporated herein by reference.

ITEM 8        CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              Information required by this item is set forth on pages 51 through
              87 of the Company's 2000 Annual Report to Shareholders and is
              incorporated herein by reference. Reference is made to the index
              to consolidated financial statements included in Item 14.

              Financial statement schedules are included on pages 24 through 31
              herein. Reference is made to the index to financial statement
              schedules included on page 19 herein.

ITEM 9        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURES

              None.

                                    PART III

ITEM 10       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

              The information set forth under the caption "Election of
              Directors" on pages 4 through 6 of the Company's 2000 Proxy
              Statement is incorporated herein by reference.

              EXECUTIVE OFFICERS OF THE REGISTRANT


<TABLE>
<CAPTION>
              Name                             Age        Position with the Company
              -------------------------------- ---------- ------------------------------------------------------------------

<S>                                            <C>        <C>
              Dimon Richard McFerson           64         Chairman (retired December 30, 2000)
              William G. Jurgensen             49         Chairman of the Board and Chief Executive Officer
              Joseph J. Gasper                 57         President and Chief Operating Officer
              Galen R. Barnes                  54         Executive Vice President
              Richard D. Headley               52         Executive Vice President
              Michael S. Helfer                55         Executive Vice President--Corporate Strategy
              Donna A. James                   43         Executive Vice President--Chief Administrative Officer
              Robert A. Oakley                 54         Executive Vice President--Chief Financial Officer
              Robert J. Woodward, Jr.          59         Executive Vice President--Chief Investment Officer
              John R. Cook, Jr.                57         Senior Vice President--Chief Communications Officer
              David A. Diamond                 46         Senior Vice President--Corporate Controller
              Philip C. Gath                   53         Senior Vice President--Chief Actuary--Nationwide Financial
              Patricia R. Hatler               46         Senior Vice President, General Counsel and Secretary
              Richard A. Karas                 58         Senior Vice President--Sales--Financial Services
              Gregory S. Lashutka              57         Senior Vice President--Corporate Relations
              Mark R. Thresher                 44         Senior Vice President--Finance (Chief Accounting Officer)
              Susan A. Wolken                  50         Senior Vice President--Product Management and Nationwide
                                                            Financial Marketing

              Business experience for each of the individuals listed in the above table is set forth below.

</TABLE>


                                       16
<PAGE>   17


              DIMON R. MCFERSON, until his retirement in December 2000, was
              Chief Executive Officer of Nationwide since December 1992. He was
              Chairman and Chief Executive Officer of the Company since December
              1996 and a director of the Company since November 1996. Mr.
              McFerson was also a director of Nationwide Life Insurance Company
              and Nationwide Mutual Insurance Company since April 1988 and
              Chairman and Chief Executive Officer of Nationwide Life Insurance
              Company and Nationwide Mutual Insurance Company since April 1996.
              He was elected Chief Executive Officer of Nationwide Life
              Insurance Company in December 1992, and President and Chief
              Executive Officer of Nationwide Life Insurance Company in December
              1993. He was President and General Manager of Nationwide Mutual
              Insurance Company from April 1988 to April 1991; President and
              Chief Operating Officer of Nationwide Mutual Insurance Company
              from April 1991 to December 1992; and President and Chief
              Executive Officer of Nationwide Mutual Insurance Company from
              December 1992 to April 1996. Mr. McFerson was with Nationwide for
              21 years.

              W. G. JURGENSEN has been Chairman of the Board and Chief Executive
              Officer of the Company since January 2001, Chief Executive Officer
              from August 2000, Chief Executive Officer--Elect from May to July
              2000 and a director of the Company since May 2000. He has also
              been Chief Executive Officer of Nationwide Mutual Insurance
              Company and Nationwide Life Insurance Company since August 2000,
              Chief Executive Officer--Elect from May to August 2000 and a
              director of Nationwide Mutual and Nationwide Life since May 2000.
              Previously, he was Executive Vice President of Bank One
              Corporation from 1998 to 2000. Mr. Jurgensen was Executive Vice
              President of First Chicago NBD Corporation and Chairman of FCC
              National Bank from 1996 to 1998.

              JOSEPH J. GASPER has been President and Chief Operating Officer of
              the Company since December 1996 and a Director of the company
              since November 1996. Mr. Gasper has been President and Chief
              Operating Officer and Director of Nationwide Life Insurance
              Company since April 1996. Previously, he was Executive Vice
              President--Property and Casualty Operations of Nationwide Mutual
              Insurance Company and Nationwide Life Insurance Company from April
              1995 to April 1996. He was Senior Vice President--Property and
              Casualty Operations of Nationwide Mutual Insurance Company and
              Nationwide Life Insurance Company from September 1993 to April
              1995. Prior to that time, Mr. Gasper held numerous positions with
              Nationwide. Mr. Gasper has been with Nationwide for 34 years.

              GALEN R. BARNES has been Executive Vice President of the Company
              since December 1996. Mr. Barnes has been Director, President and
              Chief Operating Officer of Nationwide Mutual Insurance Company,
              Nationwide Mutual Fire Insurance Company, Nationwide Property and
              Casualty Insurance Company and Nationwide General Insurance
              Company since April 1999. He served as President of Nationwide
              Insurance Enterprise from April 1996 to April 1999. He was
              Director and Vice Chairman of the Wausau Insurance Companies, a
              Nationwide affiliate, from September 1996 to December 1998; and
              Director, President and Chief Operating Officer from May 1993 to
              September 1996. Mr. Barnes was Senior Vice President of Nationwide
              from May 1993 to April 1996. Prior to that time, Mr. Barnes held
              several positions within Nationwide. Mr. Barnes has been with
              Nationwide for 24 years.

              RICHARD D. HEADLEY has been Executive Vice President of the
              Company since August 2000. Previously he was Executive Vice
              President--Chief Information Technology Officer of the Company
              from August 1999 to August 2000. He was Senior Vice
              President--Chief Information Technology Officer of the Company
              from October 1997 to August 1999. Mr. Headley has been Executive
              Vice President of Nationwide since July 2000. Previously he was
              Executive Vice President--Chief Information Technology Officer of
              Nationwide from August 1999 to August 2000. He was Senior Vice
              President--Chief Information Technology Officer of Nationwide from
              October 1997, to May 1999. Previously, Mr. Headley was Chairman
              and Chief Executive Officer of Banc One Services Corporation from
              1992 to October 1997.

              MICHAEL S. HELFER has been Executive Vice President--Corporate
              Strategy of the Company and Nationwide since August 2000. Mr.
              Helfer was a Partner with Wilmer, Cutler and Pickering from 1978
              to October 2000.




                                       17
<PAGE>   18


              DONNA A. JAMES has been Executive Vice President--Chief
              Administrative Officer of the Company and Nationwide since August
              2000. She was Senior Vice President--Chief Human Resources Officer
              of the Company from August 1999 to August 2000. She was Senior
              Vice President--Human Resources of the Company from December 1997
              to August 1999. Ms. James was Senior Vice President--Chief Human
              Resources Officer from May 1999 to July 2000 and Senior Vice
              President--Human Resources of Nationwide from December 1997 to May
              1999. Previously she was Vice President--Human Resources of
              Nationwide from July 1996 to December 1997. Prior to that time Ms.
              James was Vice President--Assistant to the CEO of Nationwide from
              March 1996 to July 1996. From May 1994 to March 1996 she was
              Associate Vice President--Assistant to the CEO for Nationwide.
              Prior to that time, Ms. James held several positions within
              Nationwide. Ms. James has been with Nationwide for 19 years.

              ROBERT A. OAKLEY has been Executive Vice President--Chief
              Financial Officer of the Company since December 1996. Mr. Oakley
              has been Executive Vice President--Chief Financial Officer of
              Nationwide since April 1995. Previously, he was Senior Vice
              President--Chief Financial Officer of Nationwide from October 1993
              to April 1995. Prior to that time, Mr. Oakley held several
              positions within Nationwide. Mr. Oakley has been with Nationwide
              for 25 years.

              ROBERT J. WOODWARD, JR. has been Executive Vice President--Chief
              Investment Officer of the Company since December 1996. Mr.
              Woodward has been Executive Vice President--Chief Investment
              Officer of Nationwide since August 1995. Previously, he was Senior
              Vice President--Fixed Income Investments of Nationwide from March
              1991 to August 1995. Prior to that time, Mr. Woodward held several
              positions within Nationwide. Mr. Woodward has been with Nationwide
              for 36 years.

              JOHN R. COOK, JR. has been Senior Vice President--Chief
              Communications Officer of the Company since October 1997. Mr. Cook
              has been Senior Vice President--Chief Communications Officer of
              Nationwide since May 1997. Previously, Mr. Cook was Senior Vice
              President--Chief Communications Officer of USAA from July 1989 to
              May 1997.

              DAVID A. DIAMOND has been Senior Vice President--Corporate
              Controller of the Company since August 1999. He was Vice
              President--Controller of the Company from December 1996 to August
              1999. Mr. Diamond has been Senior Vice President--Corporate
              Controller of Nationwide since August 1999. He was Vice
              President--Controller of Nationwide from August 1996 to August
              1999. Previously, he was Vice President--Controller of Nationwide
              Life Insurance Company from October 1993 to August 1996. Prior to
              that time, Mr. Diamond held several positions within Nationwide.
              Mr. Diamond has been with Nationwide for 12 years.

              PHILIP C. GATH has been Senior Vice President--Chief
              Actuary--Nationwide Financial of the Company since June 1998. Mr.
              Gath has been Senior Vice President--Chief Actuary--Nationwide
              Financial of Nationwide since May 1998. Previously, Mr. Gath was
              Vice President--Product Manager--Individual Variable Annuity of
              the Company from July 1997 to May 1998. Mr. Gath was Vice
              President--Individual Life Actuary from August 1989 to July 1997.
              Prior to that time, Mr. Gath held several positions within
              Nationwide. Mr. Gath has been with Nationwide for 32 years.

              PATRICIA R. HATLER has been Senior Vice President, General Counsel
              and Secretary of the Company since May 2000. Ms Hatler was Senior
              Vice President and General Counsel from August 1999 to May 2000.
              She has been Senior Vice President, General Counsel and Secretary
              of Nationwide since April 2000, and was Senior Vice President and
              General Counsel from July 1999 to April 2000. Prior to that time,
              she was General Counsel and Corporate Secretary of Independence
              Blue Cross from 1983 to July 1999.

              RICHARD A. KARAS has been Senior Vice President--Sales--Financial
              Services of the Company since December 1996. Mr. Karas has been
              Senior Vice President--Sales--Financial Services of Nationwide
              since March 1993. Previously, he was Vice
              President--Sales--Financial Services of Nationwide from February
              1989 to March 1993. Prior to that time, Mr. Karas held several
              positions within Nationwide. Mr. Karas has been with Nationwide
              for 36 years.

              GREGORY S. LASHUTKA has been Senior Vice President--Corporate
              Relations of the Company since January 2000. Mr. Lashutka has been
              Senior Vice President--Corporate Relations of Nationwide since
              January 2000. Previously, he was Mayor of the City of Columbus
              (Ohio) from January 1992 to December 1999.


                                       18
<PAGE>   19

              MARK R. THRESHER has been Senior Vice President--Finance of the
              Company since May 1999. He was Vice President--Finance and
              Treasurer of the Company from February 1997 to May 1999.
              Mr. Thresher has been Senior Vice President--Finance--Nationwide
              Financial of Nationwide Life Insurance Company since May 1999. He
              was Vice President--Controller of Nationwide Life Insurance
              Company from August 1996 to May 1999. He was Vice President and
              Treasurer of the Company from December 1996 to February 1997 and
              Vice President and Treasurer of Nationwide from June 1996 to
              August 1996. Previously, Mr. Thresher served as a partner with
              KPMG LLP from July 1988 to May 1996.

              SUSAN A. WOLKEN has been Senior Vice President--Product Management
              and Nationwide Financial Marketing of the Company since May 1999.
              She was Senior Vice President--Life Company Operations of the
              Company from June 1997 to May 1999. Ms. Wolken has been Senior
              Vice President--Product Management and Nationwide Financial
              Marketing of Nationwide since May 1999. Previously, she was Senior
              Vice President--Life Company Operations of Nationwide from June
              1997 to May 1999. She was Senior Vice President--Enterprise
              Administration of Nationwide from July 1996 to June 1997. Prior to
              that time, she was Senior Vice President--Human Resources of
              Nationwide from April 1995 to July 1996. From September 1993 to
              April 1995 Ms. Wolken was Vice President--Human Resources of
              Nationwide. From October 1989 to September 1993 she was Vice
              President--Individual Life and Health Operations of Nationwide.
              Ms. Wolken has been with Nationwide for 26 years.

ITEM 11       EXECUTIVE COMPENSATION

              Information required by this item is set forth from the heading
              "Executive Compensation and Other Information" on pages 8 through
              21 of the Company's 2000 Proxy Statement and is incorporated
              herein by reference.

ITEM 12       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

              Information required by this item is set forth under the caption
              "Beneficial Ownership of Common Stock" on pages 2 through 4 of the
              Company's 2000 Proxy Statement and is incorporated herein by
              reference.

ITEM 13       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

              Information required by this item is set forth under the caption
              "CERTAIN TRANSACTIONS" on pages 25 through 28 of the Company's
              2000 Proxy Statement and is incorporated herein by reference.




                                       19
<PAGE>   20


                                     PART IV

ITEM 14       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
                                                                                                                 Annual
                                                                                                                 Report
                                                                                                                  Page
                                                                                                                ----------

<S>                                                                                                              <C>
              CONSOLIDATED FINANCIAL STATEMENTS:
                Consolidated Statements of Income for the years ended December 31, 2000, 1999 and 1998             51
                Consolidated Balance Sheets as of December 31, 2000 and 1999                                       52
                Consolidated Statements of Shareholders' Equity for the years ended December 31, 2000,
                  1999 and 1998                                                                                    53
                Consolidated Statements of Cash Flows for the  years ended December 31, 2000,
                  1999 and 1998                                                                                    54
                Notes to Consolidated Financial Statements                                                        55-86
                Independent Auditors' Report                                                                       87

                                                                                                                  Form
                                                                                                                  10-K
                                                                                                                  Page
                                                                                                                ----------

              INDEX TO FINANCIAL STATEMENT SCHEDULES                                                               22

              EXHIBIT INDEX                                                                                        32

              REPORTS ON FORM 8-K:
                On February 2, 2001, NFS filed a Current Report on Form 8-K in
                 connection with the release of quarterly earnings results.

</TABLE>



                                       20
<PAGE>   21


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                            NATIONWIDE FINANCIAL SERVICES, INC. (Registrant)



                                       By /s/ W. G. Jurgensen
                                         ----------------------
                                        W. G. Jurgensen, Chief Executive
                                        Officer and Chairman of the Board


Date:  February 7, 2001




                                       21
<PAGE>   22



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>

<S>                                           <C>                 <C>                                          <C>
/s/ W. G. Jurgensen                           February 7, 2001    /s/ Joseph J. Gasper                         March 5, 2001
--------------------------------------------- ------------------- -------------------------------------------- -------------------
W. G.  Jurgensen,  Chief  Executive  Officer         Date         Joseph J. Gasper, President, Chief                  Date
and Chairman of the Board                                         Operating Officer and Director



/s/ James G. Brocksmith, Jr.                  February 7, 2001    /s/ Charles L. Fuellgraf, Jr.                February 7, 2001
--------------------------------------------- ------------------- -------------------------------------------- -------------------
James G. Brocksmith, Jr., Director                   Date         Charles L. Fuellgraf, Jr., Director                 Date



/s/ Henry S. Holloway                         February 7, 2001    /s/ Lydia Micheaux Marshall                  February 7, 2001
--------------------------------------------- ------------------- -------------------------------------------- -------------------
Henry S. Holloway, Director                          Date         Lydia Micheaux Marshall, Director                   Date



/s/ Donald L. McWhorter                       February 7, 2001    /s/ David O. Miller                          February 7, 2001
--------------------------------------------- ------------------- -------------------------------------------- -------------------
Donald L. McWhorter, Director                        Date         David O. Miller, Director                           Date



/s/ James F. Patterson                        February 7, 2001    /s/ Gerald D. Prothro                        February 7, 2001
--------------------------------------------- ------------------- -------------------------------------------- -------------------
James F. Patterson, Director                         Date         Gerald D. Prothro, Director                         Date



/s/ Arden L. Shisler                          February 7, 2001    /s/ Robert A. Oakley                         February 7, 2001
--------------------------------------------- ------------------- -------------------------------------------- -------------------
Arden L. Shisler, Director                           Date         Robert A. Oakley, Executive Vice                    Date
                                                                  President - Chief Financial Officer



/s/ Mark R. Thresher                          February 7, 2001
--------------------------------------------- -------------------
Mark R. Thresher, Senior Vice President -            Date
 Finance (Chief Accounting Officer)
</TABLE>




                                       22
<PAGE>   23

              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                     INDEX TO FINANCIAL STATEMENT SCHEDULES


<TABLE>
<CAPTION>
                                                                                                                            Page
                                                                                                                          ---------

<S>                                                                                                                          <C>
Independent Auditors' Report on Financial Statement Schedules                                                                23

Schedule I        Consolidated Summary of Investments - Other Than Investments in Related Parties
                    as of December 31, 2000                                                                                  24

Schedule II       Condensed Financial Information of Registrant                                                              25

Schedule III      Supplementary Insurance Information as of December 31, 2000, 1999 and 1998
                    and for each of the years then ended                                                                     29

Schedule IV       Reinsurance as of December 31, 2000, 1999 and 1998 and for each of the years then ended                    30

Schedule V        Valuation and Qualifying Accounts for the years ended December 31, 2000, 1999 and 1998                     31
</TABLE>

    All other schedules are omitted because they are not applicable or not
required, or because the required information has been included in the audited
consolidated financial statements or notes thereto.






                                       23
<PAGE>   24



                          INDEPENDENT AUDITORS' REPORT
                        ON FINANCIAL STATEMENT SCHEDULES




The Board of Directors
Nationwide Financial Services, Inc.:


Under date of January 26, 2001, we reported on the consolidated balance sheets
of Nationwide Financial Services, Inc. and subsidiaries as of December 31, 2000
and 1999, and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2000, as contained in the 2000 annual report to shareholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 2000. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the related financial statement schedules as listed in the accompanying
index. These financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.


KPMG  LLP

Columbus, Ohio
January 26, 2001





                                       24
<PAGE>   25




                                                                      SCHEDULE I

              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED SUMMARY OF INVESTMENTS -
                    OTHER THAN INVESTMENTS IN RELATED PARTIES
                                  (in millions)

                             As of December 31, 2000

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------   -------------  --------------  ---------------
                                  Column A                                        Column B       Column C         Column D
-----------------------------------------------------------------------------   -------------  --------------  ---------------
                                                                                                                 Amount at
                                                                                                                which shown
                                                                                                                   in the
                                                                                                  Market        consolidated
                             Type of Investment                                     Cost           value       balance sheet
-----------------------------------------------------------------------------   -------------  --------------  ---------------
<S>                                                                           <C>             <C>             <C>
Fixed maturity securities available-for-sale:
   Bonds:
      U.S. Government and government agencies and authorities                   $   3,005.8      $ 3,081.4     $   3,081.4
      States, municipalities and political subdivisions                                 8.6            8.8             8.8
      Foreign governments                                                              94.1           95.6            95.6
      Public utilities                                                              1,186.6        1,195.9         1,195.9
      All other corporate                                                          11,002.8       11,115.5        11,115.5
                                                                                -------------  --------------  ---------------
          Total fixed maturity securities available-for-sale                       15,297.9       15,497.2        15,497.2
                                                                                -------------  --------------  ---------------

Equity securities available-for-sale:
   Common stocks:
      Industrial, miscellaneous and all other                                         149.1          150.2           150.2
   Non-redeemable preferred stock                                                       -              -               -
                                                                                -------------  --------------  ---------------
          Total equity securities available-for-sale                                  149.1          150.2           150.2
                                                                                -------------  --------------  ---------------

Mortgage loans on real estate, net                                                  6,214.4                        6,168.3(1)
Real estate, net:
   Investment properties                                                              255.0                          270.1(2)
   Acquired in satisfaction of debt                                                    42.1                           40.6(2)
Policy loans                                                                          562.6                          562.6
Other long-term investments                                                           110.1                          111.8(3)
Short-term investments                                                                558.4                          558.4
                                                                                -------------                  ---------------
          Total investments                                                      $ 23,189.6                     $ 23,359.2
                                                                                =============                  ===============
</TABLE>

----------

(1)  Difference from Column B is primarily due to valuation allowances due
     to impairments on mortgage loans on real estate. See note 3 to the
     consolidated financial statements.

(2)  Difference from Column B primarily results from undistributed earnings
     from an unconsolidated real estate subsidiary that is carried on the
     equity method, offset in part by valuation allowances for accumulated
     depreciation or valuation allowances due to imparements on real estate.
     See note 3 to the consolidated financial statements.

(3)  Difference from Column B is primarily due to operating gains and/or
     losses of investments in limited partnerships.


See accompanying independent auditors' report.


                                       25
<PAGE>   26




                                                                     SCHEDULE II


              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                 (in thousands)

                            Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                        -------------------------------
                                       Assets                                                2000            1999
                                       ------
                                                                                        --------------- ---------------

<S>                                                                                       <C>             <C>
Investment in subsidiaries                                                                $ 3,409,753     $ 2,958,751
Short-term investments                                                                         69,048          34,287
Long-term investments                                                                          10,000               -
Cash                                                                                           11,777           1,368
Accrued investment income                                                                         105             105
Other assets                                                                                  144,367         132,865
                                                                                        --------------- ---------------
                                                                                          $ 3,645,050     $ 3,127,376
                                                                                        =============== ===============

                        Liabilities and Shareholders' Equity
                        ------------------------------------

Long-term debt                                                                           $    607,703    $    607,685
Other liabilities                                                                              39,892          32,548
                                                                                        --------------- ---------------
                                                                                              647,595         640,233
                                                                                        --------------- ---------------

Shareholders' equity                                                                        2,997,455       2,487,143
                                                                                        --------------- ---------------
                                                                                          $ 3,645,050     $ 3,127,376
                                                                                        =============== ===============
</TABLE>




                         Condensed Statements of Income

<TABLE>
<CAPTION>
                                                                                            Years Ended December 31,
                                                                                 -----------------------------------------------
                                                                                      2000            1999            1998
                                                                                 --------------- --------------- ---------------

<S>                                                                                  <C>             <C>             <C>
Revenues:
  Dividends received from subsidiaries                                               $ 176,000       $ 243,500       $ 103,000
  Investment income                                                                      4,630           5,062           4,467
  Realized losses on investments                                                        (5,000)              -         (10,589)
  Other                                                                                      -               -              79
                                                                                 --------------- --------------- ---------------
                                                                                       175,630         248,562          96,957
                                                                                 --------------- --------------- ---------------
Expenses:
  Interest expense on long-term debt                                                    48,318          47,900          35,587
  Other operating expenses                                                               9,494           3,515           3,175
                                                                                 --------------- --------------- ---------------
                                                                                        57,812          51,415          38,762
                                                                                 --------------- --------------- ---------------
    Income before federal income tax benefit                                           117,818         197,147          58,195
Federal income tax benefit                                                              21,144          16,951          15,459
                                                                                 --------------- --------------- ---------------

    Income before equity in net income of subsidiaries                                 138,962         214,098          73,654
Equity in undistributed net income of subsidiaries                                     296,014         167,197         258,716
                                                                                 --------------- --------------- ---------------
    Net income                                                                       $ 434,976       $ 381,295       $ 332,370
                                                                                 =============== =============== ===============
</TABLE>

See accompanying notes to condensed financial statements and independent
auditors' report.


                                       26
<PAGE>   27


              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

     SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT, Continued
                                 (in thousands)

                       Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                             Years ended December 31,
                                                                                     --------------------------------------------
                                                                                       2000            1999            1998
                                                                                     ------------ --------------- ---------------

<S>                                                                                  <C>              <C>             <C>
Cash flows from operating activities:
  Net income                                                                         $  434,976       $ 381,295       $ 332,370
  Adjustments to reconcile net income to net cash provided by operating activities:
      Equity in net income of subsidiaries                                             (296,014)       (167,197)       (258,716)
      Amortization                                                                        8,979           2,737           1,281
      Realized losses on investments                                                      5,000               -          10,589
      Other, net                                                                         57,353         (59,188)        (27,349)
                                                                                     ------------ --------------- ---------------
        Net cash provided by operating activities                                       210,294         157,647          58,175
                                                                                     ------------ --------------- ---------------

Cash flows from investing activities:
  Cash paid to acquire companies and capital contributed to subsidiaries                (22,575)       (221,607)       (105,970)
  Other, net                                                                           (122,721)        111,259        (115,286)
                                                                                     ------------ --------------- ---------------
        Net cash used in investing activities                                          (145,296)       (110,348)       (221,256)
                                                                                     ------------ --------------- ---------------

Cash flows from financing activities:
  Net proceeds from issuance of long-term debt                                                -               -         199,901
  Cash dividends paid                                                                   (56,720)        (46,269)        (35,990)
  Other, net                                                                              2,131            (508)             16
                                                                                     ------------ --------------- ---------------
        Net cash (used in) provided by financing activities                             (54,589)        (46,777)        163,927
                                                                                     ------------ --------------- ---------------
Net increase in cash                                                                     10,409             522             846

Cash, beginning of year                                                                   1,368             846               -
                                                                                     ------------ --------------- ---------------
Cash, end of year                                                                    $   11,777     $     1,368    $        846
                                                                                     ============ =============== ===============

See accompanying notes to condensed financial statements and independent auditors' report.


</TABLE>


                                       27
<PAGE>   28



              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

     SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT, Continued
                                 (in thousands)

                     Notes to Condensed Financial Statements

(1)      ORGANIZATION AND PRESENTATION

         Nationwide Financial Services, Inc. (NFS) is the holding company for
         Nationwide Life Insurance Company (NLIC) and other companies that
         comprise the retirement savings operations of the Nationwide Group of
         Companies. On March 6, 1997, NFS sold, in an initial public offering,
         23.6 million shares of its newly-issued Class A common stock for net
         proceeds of $524,191 (the Equity Offering). In March 1997, NFS also
         sold, in companion public offerings, $300,000 of 8% Senior Notes (the
         Notes) and, Nationwide Financial Services Capital Trust (NFSCT), a
         wholly owned subsidiary of NFS, issued $100,000 of 7.899% Capital
         Securities (the Capital Securities). Concurrent with the sale of the
         Capital Securities by NFSCT, NFS sold to NFSCT $103,093 in principal
         amount of its 7.899% Junior Subordinated Deferrable Interest Debentures
         (Junior Subordinated Debentures). Aggregate net proceeds from the
         Equity Offering, the offering of the Notes and the sale of the 7.899%
         Junior Subordinated Debentures totaled $920,053. NFS contributed
         $836,780 and $3,093 of the proceeds to the capital of NLIC and NFSCT,
         respectively, and retained $80,180 of the proceeds for general
         corporate purposes.

         Prior to the initial public offering, NFS was a wholly owned subsidiary
         of Nationwide Corporation (Nationwide Corp.). Nationwide Corp.
         continues to own all of the outstanding shares of Class B common stock,
         which represents approximately 97.8% of the combined voting power of
         the shareholders of NFS.

         During 1996 and 1997, Nationwide Corp. and NFS completed certain
         transactions in anticipation of the initial public offering that
         focused the business of NFS on long-term savings and retirement
         products. On September 24, 1996, NLIC declared a dividend payable to
         Nationwide Corp. on January 1, 1997 consisting of the outstanding
         shares of common stock of certain subsidiaries that do not offer or
         distribute long-term savings or retirement products. In addition,
         during 1996, NLIC entered into two reinsurance agreements whereby all
         of NLIC's accident and health and group life insurance business was
         ceded to two affiliates effective January 1, 1996. On January 27, 1997,
         Nationwide Corp. contributed the common stock of NLIC and three
         marketing and distribution companies to NFS. Additionally, NFS received
         a dividend from NLIC on February 24, 1997 and immediately thereafter
         paid a dividend to Nationwide Corp. consisting of securities with a
         fair value of $850,000.

(2)      LONG-TERM DEBT AND GUARANTEES

         Long-term debt outstanding as of December 31, 2000 and 1999 consists of
         the following:

<TABLE>
<CAPTION>
                                                                                                        2000            1999
                                                                                                   --------------   --------------
<S>                                                                                                    <C>             <C>
             8% Senior Notes due March 1, 2027 (net of unamortized discount of
                  $1,576 in 2000 and $1,594 in 1999)                                                   $ 298,424       $ 298,406
             7.899% Junior Subordinated Deferrable Interest Debentures due March 1, 2037                 103,093         103,093
             7.10% Junior Subordinated Deferrable Interest Debentures due October 31, 2028               206,186         206,186
                                                                                                   --------------   --------------
                                                                                                       $ 607,703       $ 607,685
                                                                                                   ==============   ==============
</TABLE>

         The Notes are redeemable in whole or in part, at the option of NFS, at
         any time on or after March 1, 2007 at scheduled redemption premiums
         through March 1, 2016, and thereafter, at 100% of the principal amount
         thereof plus, in each case, accrued and unpaid interest. The Notes are
         not subject to any sinking fund payments. The terms of the Notes
         contain various restrictive covenants including limitations on the
         disposition of subsidiaries. As of December 31, 2000, NFS was in
         compliance with all such covenants. NFS made interest payments on the
         Notes of $24,000 in 2000 and 1999.

See accompanying independent auditors' report.


                                       28
<PAGE>   29


              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

     SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT, Continued
                                 (in thousands)

               Notes to Condensed Financial Statements, Continued

         The 7.899% Junior Subordinated Debentures are redeemable by NFS in
         whole at any time or in part from time to time at par plus an
         applicable make-whole premium. The 7.899% Junior Subordinated
         Debentures will mature or be called simultaneously with the Capital
         Securities. The Capital Securities, through obligations of NFS under
         the 7.899% Junior Subordinated Debentures, the Capital Securities
         Guarantee Agreement and the related Declaration of Trust and Indenture,
         are fully and unconditionally guaranteed by NFS. NFS made interest
         payments on the 7.899% Junior Subordinated Debentures of $8,143 in
         2000, 1999 and 1998

         On October 19, 1998, Nationwide Financial Services Capital Trust II
         (NFSCTII) sold, in a public offering, $200,000 of 7.10% Trust Preferred
         Securities representing preferred undivided beneficial interests in the
         assets of NFSCTII generating net proceeds of $193,700. Concurrent with
         the sale of the Preferred Securities, NFS sold to NFSCTII $206,186 of
         7.10% Junior Subordinated Debentures due October 31, 2028. The 7.10%
         Junior Subordinated Debentures are the sole assets of NFSCTII and are
         redeemable, in whole or in part, on or after October 19, 2003 at a
         redemption price equal to the principal amount to be redeemed plus any
         accrued and unpaid interest. The Preferred Securities have a
         liquidation amount of $25 per security and must be redeemed by NFSCTII
         when the 7.10% Junior Subordinated Debentures mature or are redeemed by
         NFS.

         The Preferred Securities, through obligations of NFS under the 7.10%
         Junior Subordinated Debentures, the Preferred Securities Guarantee
         Agreement and the related Amended and Restated Declaration of Trust,
         are fully and unconditionally guaranteed by NFS. Distributions on the
         Preferred Securities are cumulative and payable quarterly beginning
         January 31, 1999. NFS made interest payments on the 7.10% Junior
         Subordinated Debentures of $14,639 in 2000 and 1999.


See accompanying independent auditors' report.

                                       29
<PAGE>   30


                                                                    SCHEDULE III

              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                       SUPPLEMENTARY INSURANCE INFORMATION
                                  (in millions)
   As of December 31, 2000, 1999 and 1998 and for each of the years then ended

<TABLE>
<CAPTION>
---------------------------------------- --------------- -------------------- ------------------ ------------------- --------------
               Column A                     Column B          Column C            Column D            Column E         Column F
                                            Deferred        Future policy                           Other policy
                                             policy       benefits, losses,       Unearned           claims and
                                          acquisition        claims and           premiums        benefits payable     Premium
                Segment                      costs          loss expenses            (1)                (1)            revenue
---------------------------------------- --------------- -------------------- ------------------ ------------------- --------------

<S>                                       <C>               <C>                  <C>                <C>               <C>
2000: Individual Annuity                   $ 1,718.7         $   7,068.5                                               $   52.7
          Institutional Products               293.7            10,944.0                                                    -
          Life Insurance                       877.8             3,995.6                                                  187.3
          Asset  Management                      -                   -                                                      -
          Corporate                            (17.5)              235.2                                                    -
                                         --------------- --------------------                                       ---------------
             Total                         $ 2,872.7          $ 22,243.3                                                $ 240.0
                                         =============== ====================                                       ===============

1999: Individual Annuity                   $ 1,526.8         $   7,344.5                                               $   26.8
          Institutional Products               275.2            10,833.4                                                    -
          Life Insurance                       702.9             3,519.9                                                  194.0
          Asset  Management                      -                   -                                                      -
          Corporate                             50.9               170.5                                                    -
                                         --------------- --------------------                                       ---------------
             Total                         $ 2,555.8          $ 21,868.3                                                $ 220.8
                                         =============== ====================                                       ===============

1998: Individual Annuity                   $ 1,316.5         $   6,584.1                                               $   23.1
          Institutional Products               248.2             9,792.8                                                    -
          Life Insurance                       574.2             3,225.5                                                  176.9
          Asset  Management                      -                   -                                                      -
          Corporate                           (116.6)              169.8                                                    -
                                         --------------- --------------------                                       ---------------
             Total                         $ 2,022.3          $ 19,772.2                                                $ 200.0
                                         =============== ====================
                                                                                                                    ===============
<CAPTION>

---------------------------------------- --------------- -------------------- ------------------ ------------------- --------------
               Column A                     Column G          Column H            Column I            Column J         Column K
---------------------------------------- --------------- -------------------- ------------------ ------------------- --------------
                                         Net investment   Benefits, claims,       Amortization           Other
                                             income          losses and       of deferred policy  operating expenses    Premiums
                Segment                       (2)        settlement expenses   acquisition costs          (2)           written
---------------------------------------- --------------- -------------------- ------------------ ------------------- --------------

<S>                                       <C>               <C>                  <C>                <C>               <C>
2000: Individual Annuity                  $    486.2         $     451.9           $ 238.2            $ 146.5
          Institutional Products               828.8               628.8              49.2              248.3
          Life Insurance                       289.2               344.8              64.2              136.7
          Asset  Management                      6.5                 -                 -                114.9
          Corporate                             57.7                 -                 -                 29.9
                                         --------------- -------------------- ------------------ -------------------
             Total                         $ 1,668.4          $  1,425.5           $ 351.6            $ 676.3
                                         =============== ==================== ================== ===================

1999: Individual Annuity                  $    459.0         $     408.8           $ 171.0            $ 136.3
          Institutional Products               771.9               580.9              41.6              218.1
          Life Insurance                       253.1               317.1              60.1              105.7
          Asset  Management                      4.9                 -                 -                 85.7
          Corporate                             41.6                 -                 -                 15.6
                                         --------------- -------------------- ------------------ -------------------
             Total                         $ 1,530.5          $  1,306.8           $ 272.7            $ 561.4
                                         =============== ==================== ================== ===================

1998: Individual Annuity                  $    431.8         $     380.4           $ 129.3            $ 104.5
          Institutional Products               785.6               595.7              38.9              191.9
          Life Insurance                       225.6               268.7              46.4              100.6
          Asset  Management                      1.5                 -                 -                 59.9
          Corporate                             42.3                 -                 -                 15.2
                                         --------------- -------------------- ------------------ -------------------
             Total                         $ 1,486.8          $  1,244.8           $ 214.6            $ 472.1
                                         =============== ==================== ================== ===================
</TABLE>

----------

(1) Unearned premiums and other policy claims and benefits payable are included
    in Column C amounts.
(2) Allocations of net investment income and certain operating expenses are
    based on a number of assumptions and estimates, and reported operating
    results change by segment if different methods were applied.

See accompanying independent auditors' report.


                                       30
<PAGE>   31


                                                                     SCHEDULE IV

              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                                   REINSURANCE
                                  (in millions)

   As of December 31, 2000, 1999 and 1998 and for each of the years then ended

<TABLE>
<CAPTION>
------------------------------------   -----------    -----------   ----------  -----------    -------
                   Column A              Column B    Column C        Column D    Column E     Column F
------------------------------------   -----------    -----------   ----------  -----------    -------
                                                                                              Percentage
                                                        Ceded to     Assumed                  of amount
                                          Gross          other      from other      Net        assumed
                                          amount       companies    companies     amount       to net
                                       -----------    -----------   ----------  -----------    -------

<S>                                    <C>            <C>            <C>        <C>              <C>
2000:
  Life insurance in force              $  95,475.2    $  31,101.6    $  16.4    $  64,390.0      0.0%
                                       ===========    ===========    =======    ===========    =====

  Premiums:
    Life insurance                     $     254.6    $      14.8    $   0.2    $     240.0      0.1%
    Accident and health insurance            150.8          156.8        6.0          -        N/A
                                       -----------    -----------    -------    -----------    -----
        Total                          $     405.4    $     171.6    $   6.2    $     240.0      2.6%
                                       ===========    ===========    =======    ===========    =====


1999:
  Life insurance in force              $  84,845.3    $  26,296.5    $  14.9    $  58,563.7      0.0%
                                       ===========    ===========    =======    ===========    =====

  Premiums:
    Life insurance                     $     242.2    $      22.6    $   1.2    $     220.8      0.6%
    Accident and health insurance            134.9          142.8        7.9          -        N/A
                                       -----------    -----------    -------    -----------    -----
        Total                          $     377.1    $     165.4    $   9.1    $     220.8      4.2%
                                       ===========    ===========    =======    ===========    =====


1998:
  Life insurance in force              $  63,215.9    $  17,413.4    $  28.0    $  45,830.5      0.1%
                                       ===========    ===========    =======    ===========    =====

  Premiums:
    Life insurance                     $     225.4    $      27.4    $   2.0    $     200.0      1.0%
    Accident and health insurance            169.7          179.4        9.7          -          N/A
                                       -----------    -----------    -------    -----------    -----
        Total                          $     395.1    $     206.8    $  11.7    $     200.0      5.8%
                                       ===========    ===========    =======    ===========    =====
</TABLE>
----------
Note:  The life insurance caption represents principally premiums from
       traditional life insurance and life-contingent immediate annuities and
       excludes deposits on investment products and universal life insurance
       products.


See accompanying independent auditors' report.



                                       31
<PAGE>   32


                                                                      SCHEDULE V

              NATIONWIDE FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
                                  (in millions)

                  Years ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
--------------------------------------------------------  ------------  ----------------------------  ------------  --------------
                        Column A                            Column B             Column C               Column D      Column E
--------------------------------------------------------  ------------  ----------------------------  ------------  --------------
                                                           Balance at    Charged to     Charged to                   Balance at
                                                            beginning     costs and       other        Deductions      end of
                       Description                          of period     expenses       accounts          (1)         period
--------------------------------------------------------  ------------  ----------------------------  ------------  --------------

<S>                                                           <C>            <C>           <C>            <C>           <C>
2000:
  Valuation allowances - fixed maturity securities          $    -          $  -           $  -         $    -         $   -
  Valuation allowances - mortgage loans on real estate          44.4           4.1            -              3.2          45.3
  Valuation allowances - real estate                             5.5           0.4            -              0.7           5.2
                                                          ------------  -------------- -------------  ------------  --------------
      Total                                                   $ 49.9         $ 4.5         $  -            $ 3.9        $ 50.5
                                                          ============  ============== =============  ============  ==============


1999:
  Valuation allowances - fixed maturity securities           $   7.5        $  -           $  -            $ 7.5      $    -
  Valuation allowances - mortgage loans on real estate          42.4           0.7            1.3   2        -            44.4
  Valuation allowances - real estate                             5.4           0.9            -              0.8           5.5
                                                          ------------  -------------- -------------  ------------  --------------
      Total                                                   $ 55.3         $ 1.6          $ 1.3          $ 8.3        $ 49.9
                                                          ============  ============== =============  ============  ==============


1998:
  Valuation allowances - fixed maturity securities          $    -           $ 7.5         $  -           $  -         $   7.5
  Valuation allowances - mortgage loans on real estate          42.5          (0.1)           -              -            42.4
  Valuation allowances - real estate                            11.1          (5.7)           -              -             5.4
                                                          ------------  -------------- -------------  ------------  --------------
      Total                                                   $ 53.6         $ 1.7         $  -           $  -          $ 55.3
                                                          ============  ============== =============  ============  ==============
</TABLE>

----------
(1) Amounts represent direct write-downs charged against the valuation
    allowance.
(2) Allowance on acquired mortgage loans.


See accompanying independent auditors' report.


                                       32
<PAGE>   33
                                  EXHIBIT INDEX

  Exhibit
  -------

     3.1     Form of Restated Certificate of Incorporation of Nationwide
               Financial Services, Inc. (previously filed as Exhibit 3.1 to Form
               S-1, Registration Number 333-18527, filed March 5, 1997, and
               incorporated herein by reference)

     3.2     Form of Restated Bylaws of Nationwide Financial Services, Inc.
               (previously filed as Exhibit 3.2 to Form S-1, Registration Number
               333-18527, filed March 5, 1997, and incorporated herein by
               reference)

     4.1     Form of Indenture relating to the Notes, including the form of
               Global Note and the form of Definitive Note (previously filed as
               Exhibit 4.1 to Form S-1, Registration Number 333-18527, filed
               March 5, 1997, and incorporated herein by reference)

     4.2     Form of Indenture relating to the Junior Subordinated Deferrable
               Interest Debentures due 2037 of Nationwide Financial Services,
               Inc. (previously filed as Exhibit 4.1 to Form S-1, Registration
               Number 333-18533, filed March 5, 1997, and incorporated herein by
               reference)

     4.3     Subordinated Indenture relating to the Junior Subordinated
               Debentures due 2028 of Nationwide Financial Services, Inc.
               (previously filed as Exhibit 4.2 to Form 8-K, Commission File No.
               1-12785, filed October 23, 1998, and incorporated herein by
               reference)

     4.4     First Supplemental Indenture relating to the Junior Subordinated
               Debentures due 2028 of Nationwide Financial Services, Inc.
               (previously filed as Exhibit 4.3 to Form 8-K, Commission File No.
               1-12785, filed October 23, 1998, and incorporated herein by
               reference)

    10.1     Form of Intercompany Agreement among Nationwide Mutual Insurance
               Company, Nationwide Corporation and Nationwide Financial
               Services, Inc. (previously filed as Exhibit 10.1 to Form S-1,
               Registration Number 333-18527, filed March 5, 1997, and
               incorporated herein by reference)

    10.2     Form of Tax Sharing Agreement among Nationwide Mutual Insurance
               Company and any corporation that may hereafter be a subsidiary of
               Nationwide Mutual Insurance Company (previously filed as Exhibit
               10.2 to Form S-1, Registration Number 333-18527, filed March 5,
               1997, and incorporated herein by reference)

    10.2.1   First Amendment to the Tax Sharing Agreement among Nationwide
               Mutual Insurance Company and any corporation that may hereafter
               be a subsidiary of Nationwide Mutual Insurance Company
               (previously filed as Exhibit 10.2.1 to Form 10-K, Commission File
               No. 1-12785, filed March 31, 1998,and incorporated herein by
               reference)

    10.2.2   Second Amendment to the Tax Sharing Agreement among Nationwide
               Mutual Insurance Company and any corporation that may hereafter
               be a subsidiary of Nationwide Mutual Insurance Company

    10.2.3   Third Amendment to the Tax Sharing Agreement among Nationwide
               Mutual Insurance Company and any corporation that may hereafter
               be a subsidiary of Nationwide Mutual Insurance Company

    10.3     Form of First Amendment to Cost Sharing Agreement among parties
               named therein (previously filed as Exhibit 10.3 to Form S-1,
               Registration Number 333-18527, filed March 5, 1997, and
               incorporated herein by reference)

    10.4     Modified Coinsurance Agreement between Nationwide Life Insurance
               Company and Nationwide Mutual Insurance Company (previously filed
               as Exhibit 10.4 to Form S-1, Registration Number 333-18527, filed
               March 5, 1997, and incorporated herein by reference)

    10.5     Five Year Credit Agreement, dated May 25, 2000, among Nationwide
               Financial Services, Inc., Nationwide Life Insurance Company,
               Nationwide Mutual Insurance Company, the banks named therein and
               Bank One, NA, as agent

    10.5.1   Amendment dated as of September 29, 2000 to the Five Year Credit
               Agreement dated as of May 25, 2000 among Nationwide Financial
               Services, Inc., Nationwide Life Insurance Company, Nationwide
               Mutual Insurance Company, the banks party thereto and Bank One,
               NA, as agent

    10.6     364-Day Credit Agreement, dated May 25, 2000, among Nationwide
               Financial Services, Inc., Nationwide Life Insurance Company,
               Nationwide Mutual Insurance Company, the banks named therein and
               Bank One, NA, as agent

    10.6.1   Amendment dated as of September 29, 2000 to the 364-Day Credit
               Agreement dated as of May 25, 2000 among Nationwide Financial
               Services, Inc., Nationwide Life Insurance Company, Nationwide
               Mutual Insurance Company, the banks party thereto and Bank One,
               NA, as agent

    10.7     Form of Lease Agreement between Nationwide Mutual Insurance
               Company, Nationwide Life Insurance Company, Nationwide Life and
               Annuity Insurance Company and Nationwide Financial Services, Inc.
               (previously filed as Exhibit 10.7 to Form S-1, Registration
               Number 333-18527, filed March 5, 1997, and incorporated herein by
               reference)


                                       33
<PAGE>   34

  Exhibit
  -------

    10.8     Form of Amended and Restated Nationwide Financial Services, Inc.
               1996 Long-Term Equity Compensation Plan

    10.9     General Description of Nationwide Performance Incentive Plan

    10.10    General Description of Nationwide Office of Investments Incentive
               Plan

    10.11    Nationwide Insurance Excess Benefit Plan effective as of
               December 31, 1996 (previously filed as Exhibit 10.11 to Form S-1,
               Registration Number 333-18527, filed March 5, 1997, and
               incorporated herein by reference)

    10.12    Nationwide Insurance Supplemental Retirement Plan effective as
               of December 31, 1996 (previously filed as Exhibit 10.12 to Form
               S-1, Registration Number 333-18527, filed March 5, 1997,and
               incorporated herein by reference)

    10.13    Nationwide Salaried Employees Severance Pay Plan (previously
               filed as Exhibit 10.13 to Form S-1, Registration Number
               333-18527, filed March 5, 1997, and incorporated herein by
               reference)

    10.14    Nationwide Insurance Supplemental Defined Contribution Plan
               effective as of January 1, 1996 (previously filed as Exhibit
               10.14 to Form S-1, Registration Number 333-18527, filed March 5,
               1997, and incorporated herein by reference)

    10.15    General Description of Nationwide Insurance Individual Deferred
               Compensation Program (previously filed as Exhibit 10.15 to Form
               S-1, Registration Number 333-18527, filed March 5, 1997, and
               incorporated herein by reference)

    10.16    General Description of Nationwide Mutual Insurance Company
               Directors Deferred Compensation Program (previously filed as
               Exhibit 10.16 to Form S-1, Registration Number 333-18527, filed
               March 5, 1997, and incorporated herein by reference)

    10.17    Deferred Compensation Agreement, dated as of September 3, 1979,
               between Nationwide Mutual Insurance Company and D. Richard
               McFerson (previously filed as Exhibit 10.17 to Form S-1,
               Registration Number 333-18527, filed March 5, 1997, and
               incorporated herein by reference)

    10.18    Nationwide Financial Services, Inc. Stock Retainer Plan for
               Non-Employee Directors (previously filed as Exhibit 10.18 to Form
               S-1, Registration Number 333-18527, filed March 5, 1997, and
               incorporated herein by reference)

    10.19    Investment Agency Agreement between Nationwide Cash Management
               Company and Nationwide Financial Services, Inc. and certain
               subsidiaries of Nationwide Financial Services, Inc. (previously
               filed as Exhibit 10.19 to Form 10-K, Commission File No. 1-12785,
               filed March 29, 2000, and incorporated herein by reference)

    10.20    Master Repurchase Agreement between Nationwide Life Insurance
               Company, Nationwide Life and Annuity Insurance Company, and
               Nationwide Mutual Insurance Company and certain of its
               Subsidiaries and affiliates (previously filed as Exhibit 10.20 to
               Form 10-K, Commission File No. 1-12785, filed March 29, 2000, and
               incorporated herein by reference)

    10.21    Stock Purchase and Sale Agreement between Nationwide Corporation
               and Nationwide Financial Services, Inc. (previously filed as
               Exhibit 10.21 to Form 10-K, Commission File No. 1-12785, filed
               March 29, 2000, and incorporated herein by reference)

    10.22    Stock Purchase and Sale Agreement between Nationwide Financial
               Services, Inc. and Nationwide Mutual Insurance Company
               (previously filed as Exhibit 10.22 to Form 10-K, Commission File
               No. 1-12785, filed March 29, 2000, and incorporated herein by
               reference)

    10.23    Form of Option Agreement between Villanova Global Asset Management
               Trust and Villanova Capital, Inc. (previously filed as Exhibit
               10.23 to Form 10-Q, Commission File Number 1-12785, filed August
               14, 2000, and incorporated herein by reference)

    10.24    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and John Cook (previously
               filed as Exhibit 10.24 to Form 10-Q, Commission File Number
               1-12785, filed August 14, 2000, and incorporated herein by
               reference)

    10.25    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and Patricia Hatler
               (previously filed as Exhibit 10.25 to Form 10-Q, Commission File
               Number 1-12785, filed August 14, 2000, and incorporated herein by
               reference)

    10.26    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and Richard Headley
               (previously filed as Exhibit 10.26 to Form 10-Q, Commission File
               Number 1-12785, filed August 14, 2000, and incorporated herein by
               reference)



                                       34
<PAGE>   35

  Exhibit
  -------

    10.27    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and Donna James (previously
               filed as Exhibit 10.27 to Form 10-Q, Commission File Number
               1-12785, filed August 14, 2000, and incorporated herein by
               reference)

    10.28    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and Greg Lashutka (previously
               filed as Exhibit 10.28 to Form 10-Q, Commission File Number
               1-12785, filed August 14, 2000, and incorporated herein by
               reference)

    10.29    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and Robert Oakley (previously
               filed as Exhibit 10.29 to Form 10-Q, Commission File Number
               1-12785, filed August 14, 2000, and incorporated herein by
               reference)

    10.30    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and Robert Woodward
               (previously filed as Exhibit 10.30 to Form 10-Q, Commission File
               Number 1-12785, filed August 14, 2000, and incorporated herein by
               reference)

    10.31    Form of Employment Agreement, dated January 1, 2000, between
               Nationwide Mutual Insurance Company and Michael Helfer
               (previously filed as Exhibit 10.31 to Form 10-Q, Commission File
               Number 1-12785, filed August 14, 2000, and incorporated herein by
               reference)

    10.32    Form of Employment Agreement, dated May 26, 2000, between
               Nationwide Mutual Insurance Company and W.G. Jurgensen
               (previously filed as Exhibit 10.32 to Form 10-Q, Commission File
               Number 1-12785, filed November 13, 2000, and incorporated herein
               by reference)

    10.33    Form of Employment Agreement, dated July 1, 2000, between
               Nationwide Financial Services Inc. and Joseph Gasper (previously
               filed as Exhibit 10.33 to Form 10-Q, Commission File Number
               1-12785, filed November 13, 2000, and incorporated herein by
               reference)

    10.34    Form of Retention Agreement, dated July 1, 2000, between
               Nationwide Financial Services, Inc. and Joseph Gasper (previously
               filed as Exhibit 10.34 to Form 10-Q, Commission File Number
               1-12785, filed November 13, 2000, and incorporated herein by
               reference)

    12       Computation of Ratio of Earnings to Fixed Charges

    13       Pages 23-87 of the Company's 2000 Annual Report to Shareholders

    21       Subsidiaries of the Registrant

    23       Consent of KPMG LLP, Independent Auditors

    27       Financial Data Schedule (electronic filing only)

----------
All other exhibits referenced by Item 601 of Regulation S-K are not required
under the related instructions or are inapplicable and therefore have been
omitted.



                                       35