Nationwide Financial Services, Inc.
Ticker:NFS One Nationwide Plaza
Exchange:New York Stock Exchange Columbus, OH 43215
Industry:Financial (SIC Code 6719) (614) 249-7111

Offering Information
Type of Shares:Class A Common Shares Filing Date:12/23/96
U.S. Shares:16,432,000 Offer Date:3/5/97
Non-U.S. Shares:4,108,000 Filing Range:$23.00 - $24.00
Primary Shares:20,540,000 Offer Price:$23.50
Secondary Shares:0 Gross Spread:$1.23
Offering Amount: $482,690,000 Selling:$0.73
Expenses:$1,849,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
Merrill Lynch & Co.Co-manager (212) 449-4600
Morgan Stanley & Co. IncorporatedCo-manager (212) 761-5900

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Lebdeuf, Lamb, Greene & Macrae
Bank's Law Firm: Dewey Ballantine
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$1,837.00$1,500.90$1,364.30Assets:$44,362.70
Net Income:$184.90$164.20$145.00Curr Assets:
EPS:Liabilities:$42,288.10
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$2,074.60
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of long-term savings and retirement products to retail and institutional customers throughout the United States. The company offers variable annuities, fixed annuities and life insurance as well as mutual funds and pension products and administrative services. By developing and offering a wide variety of products, the company believes that it has positioned itself to compete effectively in various stock market and interest rate environments. The company markets its products through a broad spectrum of wholesale and retail distribution channels, including financial planners, pension plan administrators, securities firms, banks and Nationwide Insurance Enterprise insurance agents. The company is one of the leaders in the development and sale of variable annuities.

Competition
The company competes with a large number of other insurers as well as non-insurance financial services companies, such as banks, broker/dealer 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.

Use of Proceeds
The proceeds from the proposed offering will be used to contribute to the capital of Nationwide Life and for general corporate purposes.

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