0000069598-95-000029.txt : 19950815 0000069598-95-000029.hdr.sgml : 19950815 ACCESSION NUMBER: 0000069598-95-000029 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: CSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NALCO CHEMICAL CO CENTRAL INDEX KEY: 0000069598 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 361520480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04957 FILM NUMBER: 95562474 BUSINESS ADDRESS: STREET 1: ONE NALCO CTR CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 7083051000 MAIL ADDRESS: STREET 1: ONE NALCO CENTER CITY: NAPERVILLE STATE: IL ZIP: 60563-1198 10-Q 1 NALCO CHEMICAL COMPANY INDEX Page No. Part I. Financial Information: Item 1. Financial Statements Condensed Consolidated Statements of Financial Condition - June 30, 1995 (Unaudited) and December 31, 1994 .............2 Condensed Consolidated Statements of Earnings (Unaudited) - Three Months and Six Months Ended June 30, 1995 and 1994 ..................3 Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months and Six Months Ended June 30, 1995 and 1994 ..................4 Notes to Condensed Consolidated Financial Statements (Unaudited) ........................5 Report of Independent Accountants on Review of Interim Financial Information .......8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................9 Part II. Other Information: Item 6. Exhibits and Reports on Form 8-K .........14 Exhibit (11) - Statement Re: Computation of Earnings Per Share .............15 Exhibit (15) - Awareness Letter of Independent Accountants .......................17 Exhibit (27) - Financial Data Schedule ...........18 Signatures .......................................19 PART I. FINANCIAL INFORMATION NALCO CHEMICAL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, December 31, 1995 1994 Dollars in millions (Unaudited) (Note) ASSETS Current assets Cash and cash equivalents $ 41.5 $ 45.1 Accounts receivable, less allowances of $6.5 and $5.6, respectively 222.1 205.9 Inventories Finished products 57.9 51.4 Materials and work in process 29.8 32.4 87.7 83.8 Prepaid expenses, taxes and other current assets 28.0 27.3 Total current assets 379.3 362.1 Investment in and advances to partnership 129.3 109.4 Goodwill, less accumulated amortization of $16.6 and $15.1, respectively 109.6 114.4 Other assets 164.7 172.4 Property, plant and equipment 1,114.3 1,067.1 Less allowances for depreciation (574.7) (543.2) 539.6 523.9 $1,322.5 $1,282.2 LIABILITIES/SHAREHOLDERS' EQUITY Current liabilities Short-term debt $ 56.4 $ 21.6 Accounts payable 108.2 109.1 Accrued formation and consolidation expenses 28.3 43.2 Other current liabilities 104.0 100.4 Total current liabilities 296.9 274.3 Long-term debt 245.5 245.3 Deferred income taxes 53.8 56.8 Accrued postretirement benefits 97.9 95.2 Other liabilities 65.7 66.4 Shareholders' equity 562.7 544.2 $1,322.5 $1,282.2
Note: The Statement of Financial Condition at December 31, 1994 has been derived from the audited financial statements at that date. See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
NALCO CHEMICAL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) Three Months Ended Six Months Ended (Amounts in millions, June 30 June 30 except per share data) 1995 1994 1995 1994 Net sales $326.8 $352.0 $642.2 $688.2 Operating costs and expenses Cost of products sold 147.7 158.3 289.9 308.7 Operating expenses 120.9 135.3 237.4 262.0 268.6 293.6 527.3 570.7 Operating earnings 58.2 58.4 114.9 117.5 Other income (expense) Interest and other income 2.0 2.8 3.3 5.5 Interest expense (4.3) (6.6) (8.4) (13.4) Equity in earnings of partnership 2.6 - 8.2 - Earnings before income taxes 58.5 54.6 118.0 109.6 Income taxes 21.4 21.5 43.1 42.7 Net earnings $ 37.1 $ 33.1 $ 74.9 $ 66.9 Per common share Net earnings - Primary $ .51 $ .44 $ 1.02 $ .89 Net earnings - Fully diluted $ .47 $ .41 $ .95 $ .83 Cash dividends $ .25 $ .24 $ .49 $ .465 Average primary shares outstanding (in thousands) 67,961 69,127 68,159 69,325 Average fully diluted shares outstanding (in thousands) 76,030 77,263 76,242 77,469
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
NALCO CHEMICAL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended Six Months Ended June 30 June 30 Dollars in millions 1995 1994 1995 1994 Cash provided by (used for) operating activities Net earnings $ 37.1 $ 33.1 $ 74.9 $ 66.9 Adjustments not affecting cash Depreciation and amortization 22.2 23.4 43.8 47.1 Other, net (0.1) 7.9 (13.2) 4.8 Changes in current assets and liabilities (22.4) (6.3) (16.0) 5.6 Net cash provided by operations 36.8 58.1 89.5 124.4 Investing activities Additions to property, plant and equipment (33.9) (33.8) (61.0) (68.5) Other (6.3) (3.9) (14.2) (0.7) Net cash used for investing activities (40.2) (37.7) (75.2) (69.2) Financing activities Cash dividends (19.6) (19.2) (38.8) (37.5) Changes in short-term debt 22.6 0.9 34.8 9.4 Changes in long-term debt 1.0 0.3 0.9 (1.2) Common stock reacquired (4.5) (21.5) (23.3) (32.4) Other 2.0 1.8 7.5 5.4 Net cash provided by (used for) financing activities 1.5 (37.7) (18.9) (56.3) Effects of foreign exchange rate changes (0.8) 1.8 1.0 3.0 Increase (decrease) in cash and cash equivalents $ (2.7) $(15.5) $ (3.6) $ 1.9
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited). NALCO CHEMICAL COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 1995 NOTE A -- BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared, without audit, in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. Financial information as of December 31 has been derived from the audited financial statements of the Company, but does not include all disclosures required by generally accepted accounting principles. It is the opinion of management that the unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the results of operations for the three month and six month periods ended June 30, 1995 and 1994. The results of interim periods are not necessarily indicative of results to be expected for the year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1994. The unaudited condensed consolidated financial statements and the related notes have been reviewed by Nalco's independent accountants, Price Waterhouse LLP. The Independent Accountants' Review Report is included on page 8. NOTE B -- SHAREHOLDERS' EQUITY Shareholders' equity may be further detailed as follows:
June 30, December 31, Dollars in millions, 1995 1994 except per share figures Preferred stock - par value $1.00 per share; authorized 2,000,000 shares; Series B ESOP Convertible Preferred Stock - 401,834 shares at June 30, 1995 and 404,224 shares at December 31, 1994 $ 0.4 $ 0.4 Series A Junior Participating Preferred Stock - none issued - - Capital in excess of par value of shares 192.9 194.0 Unearned ESOP compensation (166.5) (168.7) 26.8 25.7 Common stock - par value $.1875 per share; authorized 200,000,000 shares; issued 80,287,568 shares 15.1 15.1 Capital in excess of par value of shares 25.6 25.5 Retained earnings 876.7 840.6 Minimum pension liability adjustment (5.7) (5.7) Foreign currency translation adjustments (41.4) (39.3) Common stock reacquired - at cost 12,741,964 shares at June 30, 1995 and 12,387,441 shares at December 31, 1994 (334.4) (317.7) Total shareholders' equity $ 562.7 $ 544.2
NOTE C -- FORMATION AND CONSOLIDATION EXPENSES The Company adopted a worldwide consolidation plan for manufacturing and support operations during 1994, primarily as a result of the formation of the Nalco/Exxon Energy Chemicals, L.P. joint venture partnership. The production volume reduction caused by redundancies associated with the joint venture formation required the Company to downsize, close, and consolidate operations. The Company's South Chicago plant was closed, and several European and Latin American manufacturing and support operations have been or will be closed or downsized. In addition, certain support functions will be regionalized on a pan-European basis in order to more efficiently serve customers. Certain redundant assets that were not contributed to the joint venture have been written down to net realizable value, and assets associated with other programs will be written off. All of these activities are in process, and should be largely completed by the end of 1995. As a result of these plans, the Company recorded a pretax provision of $68 million in 1994 ($54 million after tax, or 70 cents per share on a fully diluted basis). Included in this provision is the cost of termination benefits for the elimination of over 400 positions, primarily in the United States and Europe, including manufacturing and support personnel, which will require approximately $27 million in cash. Costs associated with facility closings and the disposition of assets that are no longer productive total approximately $24 million, including $21 million for non-cash asset write-offs and $3 million in cash payments associated with asset disposals. The remaining $17 million of the pretax costs represents anticipated cash payments for post-closure plant environmental remediation, legal and consulting fees, and other exit costs. The Company anticipates that cash expenditures will be funded through operating cash flows. A tax benefit of $14 million, net of tax costs associated with the contribution of assets to various joint venture entities, was included in the Company's 1994 income tax provision related to the formation and consolidation expenses. As of June 30, 1995, $40 million had been charged against the provision for formation and consolidation expenses and over 300 employees had been terminated. The following table sets forth the details of activity for 1994 and the first six months of 1995:
Nalco Environ- Termi- Asset Exxon Legal & mental nation Write- Forma- Consult- Remedi- (in millions) Benefits downs tion ing ation Total 1994 accrual $27.0 $ 23.7 $ 2.0 $ 6.3 $ 9.2 $ 68.2 Cash payments (9.4) - (2.0) (3.0) - (14.4) Noncash charges - (10.6) - - - (10.6) Balance at December 31, 1994 17.6 13.1 - 3.3 9.2 43.2 Cash payments (7.3) (1.3) - (2.7) (0.3) (11.6) Noncash charges - (3.3) - - - (3.3) Balance at June 30, 1995 $10.3 $ 8.5 $ - $ 0.6 $ 8.9 $ 28.3
REPORT OF INDEPENDENT ACCOUNTANTS ON REVIEW OF INTERIM FINANCIAL INFORMATION To the Board of Directors and Shareholders of Nalco Chemical Company We have reviewed the accompanying interim financial information of Nalco Chemical Company and consolidated subsidiaries as of June 30, 1995, and for the three month and six month periods then ended. This interim financial information is the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial information for it to be in conformity with generally accepted accounting principles. We previously audited in accordance with generally accepted auditing standards, the statement of consolidated financial condition as of December 31, 1994, and the related statements of consolidated earnings, of cash flows and of common shareholders equity for the year then ended (not presented herein), and in our report dated February 1, 1995 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of December 31, 1994, is fairly stated in all material respects in relation to the statement of consolidated financial condition from which it has been derived. Price Waterhouse LLP By: Robert R. Ross Engagement Partner July 31, 1995 Chicago, Illinois Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Second Quarter 1995 Operations Compared to Second Quarter 1994 Effective September 1, 1994, Nalco and Exxon Chemical Company (Exxon), a division of Exxon Corporation, formed Nalco/Exxon Energy Chemicals, L.P. (Nalco/Exxon), a joint venture partnership to provide specialty chemical products and services to the petroleum and chemicals industries worldwide. Nalco's investment in the joint venture is accounted for by the equity method. At the time of formation of Nalco/Exxon, Nalco transferred the business and sales volume of its U.S. Petroleum Chemicals Division and certain petroleum chemical product lines of its international operations to the joint venture. While this formation did not change Nalco's net assets or results of operations, several historical captions in the consolidated financial statements were affected. Because results for the second quarter 1994 have not been reclassified to exclude petroleum chemical operations, the following unaudited statement of consolidated earnings for the quarter ended June 30, 1994 is presented. It reflects results of operations on a comparable basis with 1995; that is, Nalco petroleum chemical operations are excluded and recognized as if they were accounted for by the equity method.
Three Months Ended (Amounts in millions) June 30 1995 1994* Net sales $326.8 $302.3 Operating costs and expenses Cost of products sold 147.7 135.1 Operating expenses 120.9 114.6 268.6 249.7 Operating earnings 58.2 52.6 Other income (expense) Interest and other income 2.0 2.7 Interest expense (4.3) (6.6) Equity in earnings of partnership 2.6 3.9 Earnings before income taxes 58.5 52.6 Income taxes 21.4 19.5 Net earnings $ 37.1 $ 33.1
* Reclassified The following discussion of results of operations compares the second quarter 1995 to the reclassified second quarter 1994 results presented above. Sales for the quarter increased 8 percent over last year, with all five divisions reporting improved results. Sales by the Water and Waste Treatment Division rose 4 percent, with gains reported by the UNISOLV, Basic Industry, WATERGY and Waste Treatment Chemicals Groups. The Process Chemicals Division reported a 5 percent sales improvement, with double-digit growth posted by the Pulp and Paper Chemicals Group and the Mining and Mineral Processing Group. A more modest increase was reported by the General Industry Group. Sales by the European Division rose 12 percent, partially as a result of the weaker dollar compared to a year ago. However, double-digit gains in local currencies were turned in by subsidiaries in Italy, Austria, and Spain. The Latin American Division posted a 15 percent sales improvement as a result of double-digit gains reported by subsidiary companies in Chile and Brazil, and sales by Nalcomex (Mexico), a former affiliate, which became a wholly owned subsidiary in the fourth quarter 1994. Sales by the Pacific Division were up 15 percent, as double-digit gains were reported by all but two of the subsidiary companies in the Division. The gross margin was 54.8 percent, down 0.5 percentage point from last year's rate of 55.3 percent. Gross margins in the United States decreased from a year ago primarily as a result of a lower gross margin for the Absorbent Chemicals Group. Gross margins of International Divisions were slightly higher on a combined basis. Operating expenses (selling, service, research, etc.) were up $6.3 million or 5 percent over the second quarter of last year, primarily to support growth overseas and in the paper market. Part of the increase was attributable to the weaker dollar used to translate expenses of most international subsidiaries, principally those in Europe. Interest and other income decreased $0.7 million from a year ago. Improved equity in earnings of affiliates, most notably Nalco Fuel Tech, was more than offset by lower realized exchange and unrealized translation gains reported by the Company's subsidiary in Brazil. Interest expense was $2.3 million lower than a year ago, which was also mainly attributable to the Company's Brazilian subsidiary. These changes were due to a monetary control program instituted by the Brazilian government in mid-1994. Nalco's equity in earnings of Nalco/Exxon for the second quarter 1995 was $2.6 million, down $1.3 million from the $3.9 million for Nalco petroleum chemical operations a year earlier, reflecting start-up and consolidation expenses for the joint venture. The effective tax rate was 36.5 percent for the second quarter 1995, compared to an effective tax rate of 37.0 percent for the same period last year, based on the reclassified results presented above. Net earnings as a percent to sales was 11.4 percent for the second quarter 1995, compared to 11.0 percent for the second quarter 1994, based on the reclassified results presented above. Fully diluted earnings per share for the quarter rose 15 percent to 47 cents from the 41 cents per share a year earlier. First Half 1995 Operations Compared to First Half 1994 As previously discussed, the formation of the Nalco/Exxon joint venture in September 1994 did not change Nalco's net assets or results of operations, but several historical captions in the consolidated financial statements were affected. The following unaudited statement of consolidated earnings for the six months ended June 30, 1994 is presented to reflect results of operations on a comparable basis with 1995; that is, Nalco petroleum chemical operations are excluded and recognized as if they were accounted for by the equity method.
Six Months Ended (Amounts in millions) June 30 1995 1994* Net sales $642.2 $587.3 Operating costs and expenses Cost of products sold 289.9 262.3 Operating expenses 237.4 220.9 527.3 483.2 Operating earnings 114.9 104.1 Other income (expense) Interest and other income 3.3 5.4 Interest expense (8.4) (12.7) Equity in earnings of partnership 8.2 9.1 Earnings before income taxes 118.0 105.9 Income taxes 43.1 39.0 Net earnings $ 74.9 $ 66.9
* Reclassified The following discussion of results of operations compares the first half 1995 to the reclassified first half 1994 results presented above. Sales for the first half increased 9 percent over last year, as all five divisions posted higher results. Sales by the Water and Waste Treatment Division were up 4 percent, with solid improvements reported by the UNISOLV and WATERGY Groups. More modest increases were reported by the Basic Industry and Waste Treatment Chemicals Groups. The Process Chemicals Division posted a 5 percent sales improvement. Double-digit gains were reported by the Pulp and Paper Chemicals Group and the Mining and Mineral Processing Group, and a solid improvement was posted by the General Industry Group. These gains were partly offset by a near double-digit decline reported by the Absorbent Chemicals Group. Sales by the European Division were up 14 percent. The weaker dollar compared to a year ago accounted for part of this increase, but double-digit gains in local currencies were reported by subsidiaries in Italy and Spain, as well as the Division's Pan European Paper business. The Latin American Division turned in a 20 percent sales improvement, as double-digit gains were reported by subsidiary companies in Brazil and Chile. About three-fourths of the increase for the Division was attributable to Nalcomex (Mexico), a former affiliate, which became a wholly owned subsidiary in the fourth quarter, 1994. Sales by the Pacific Division increased 20 percent, as double-digit gains were reported by all but one of the subsidiary companies in the Division. The gross margin was 54.9 percent, down 0.4 percentage point from last year's rate of 55.3 percent. Gross margins in the United States decreased from a year ago primarily as a result of a lower gross margin for the Absorbent Chemicals Group. Gross margins of the International Divisions were unchanged from last year on a combined basis. Operating expenses (selling, service, research, etc.) increased $16.5 million or 7 percent over the first half of last year, primarily to support growth in Latin America, the Pacific, and the paper market. The increase was also partly attributable to the weaker dollar used to translate expenses of most international subsidiaries, mainly those in Europe. Interest and other income was down $2.1 million from a year ago. Higher equity in earnings of affiliates, most notably Nalco Fuel Tech, was more than offset by lower realized exchange and unrealized translation gains reported by the Company's subsidiary in Brazil. Interest expense was $4.3 million lower than a year ago, which was also mainly attributable to the Company's Brazilian subsidiary. These changes were the result of a monetary control program instituted by the Brazilian government in mid-1994. Nalco's equity in earnings of Nalco/Exxon for the first half 1995 was $8.2 million, a 10 percent decline from the $9.1 million for Nalco petroleum chemical operations a year earlier, reflecting start-up and consolidation expenses for the joint venture. The effective tax rate was 36.5 percent for the first half 1995, compared to an effective tax rate of 36.8 percent for the same period last year. Net earnings as a percent to sales was 11.7 percent for the first half 1995, compared to 11.4 percent for the first half 1994, based on the reclassified results presented above. Fully diluted earnings per share for the first half 1995 rose 14 percent to 95 cents from the 83 cents per share a year earlier. Changes in Financial Condition Cash and cash equivalents decreased $3.6 million during the first half of 1995 as detailed in the Unaudited Condensed Consolidated Statement of Cash Flows. Days sales outstanding were 60 days at both June 30, 1995 and December 31, 1994. Working capital at June 30, 1995 totaled $82.4 million, down slightly from the $87.8 million at last year end. The ratio of current assets to current liabilities was 1.3 to 1 at June 30, 1995 and December 31, 1994. Domestic projects accounted for more than two-thirds of the $61.0 million in capital investments during the first half. Major expenditures were for additional PORTA-FEED units and automobiles for the sales force. Primarily as a result of the formation of the Nalco/Exxon joint venture, the Company adopted a worldwide consolidation plan for manufacturing and support operations during 1994. The joint venture was formed to take advantage of synergies in business management, technology, product offerings, and manufacturing operations. The production volume reduction caused by redundancies associated with the joint venture formation required the Company to downsize, close, and consolidate operations. The Company's South Chicago plant was closed, and several European and Latin American manufacturing and support operations have been or will be closed or downsized. In addition, certain support functions will be regionalized on a pan-European basis in order to more efficiently serve customers. Certain redundant assets that were not contributed to the joint venture have been written down to net realizable value, and assets associated with other programs will be written off. All of these activities are in process and should be largely completed by the end of 1995. As a result of these plans, the Company recorded a pretax provision for formation and consolidation expenses of $68 million in 1994 ($54 million after tax, or 70 cents per share on a fully diluted basis). Charges against the provision totaled $14.9 million in the first half of 1995 and $25 million in the year ended December 31, 1994. The Nalco/Exxon joint venture and the Company's consolidation plan are expected to result in annualized pretax earnings improvements by 1996. This is expected to be realized through lower payroll expenses, depreciation, and other operating expenses resulting from the joint venture and the consolidation plan. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are included herein: (11) Statement Re: Computation of Earnings Per Share (15) Awareness Letter of Independent Accountants (27) Financial Data Schedule (b) The Registrant did not file any reports on Form 8-K during the three months ended June 30, 1995. SIGNATURES Pursuant to the requirements 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. NALCO CHEMICAL COMPANY (Registrant) Date: August 10, 1995 /s/ W. E. Buchholz - Vice President, Chief Financial Officer Date: August 10, 1995 /s/ S. J. Gioimo - Secretary EX-11 2 EXHIBIT (11) STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE NALCO CHEMICAL COMPANY AND SUBSIDIARIES
Three Months Ended Six Months Ended (Amounts in thousands, June 30 June 30 except per share data) 1995 1994 1995 1994 Primary Average shares outstanding 67,518 68,595 67,695 68,744 Net effect of dilutive stock options and shares contingently issuable - based on the treasury stock method using average market price 443 532 464 581 TOTALS 67,961 69,127 68,159 69,325 Net earnings $37,172 $33,128 $74,943 $66,933 Preferred stock dividends, net of taxes (2,804) (2,756) (5,620) (5,520) Net earnings to common shareholders $34,368 $30,372 $69,323 $61,413 Per share amounts $ .51 $ .44 $ 1.02 $ .89
EXHIBIT (11) STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE NALCO CHEMICAL COMPANY AND SUBSIDIARIES
Three Months Ended Six Months Ended (Amounts in thousands, June 30 June 30 except per share data) 1995 1994 1995 1994 Fully diluted Average shares outstanding 67,518 68,59 67,69 68,744 Average dilutive effect of assumed conversion of ESOP Convertible Preferred shares 8,049 8,136 8,062 8,144 Additional shares assuming exercise of dilutive stock options and shares contingently issuable-based on the treasury stock method using the quarter-end market price, if higher than average market price 463 532 485 581 TOTALS 76,030 77,263 76,242 77,469 Net earnings $37,172 $33,128 $74,943 $66,933 Additional ESOP contribution resulting from assumed conversion, net of taxes (1,152) (1,212) (2,358) (2,503) Tax adjustment on assumed common dividends (196) (169) (401) (348) Net earnings to common shareholders $35,824 $31,747 $72,184 $64,082 Per share amounts $ .47 $ .41 $ .95 $ .83
EX-15 3 EXHIBIT (15) AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: We are aware that Nalco Chemical Company has included our report dated July 31, 1995 (issued pursuant to the provisions of Statement on Auditing Standards No. 71) in the Prospectuses constituting part of its Registration Statements on Form S-3 (Nos. 33-57363, 33-53111, 33-9934, and 2-97721) and Form S-8 (Nos. 33-54377, 33-38033, 33-38032, 33-29149, 2-97721, 2-97131 and 2-82642). We are also aware of our responsibilities under the Securities Act of 1933. Yours very truly, Price Waterhouse LLP By: Robert R. Ross Engagement Partner August 10, 1995 Chicago, Illinois EX-27 4
5 6-MOS DEC-31-1995 JUN-30-1995 41,500,000 0 222,100,000 (6,500,000) 87,700,000 379,300,000 1,114,300,000 (574,700,000) 1,322,500,000 296,900,000 245,500,000 15,100,000 0 400,000 547,200,000 1,322,500,000 642,200,000 642,200,000 289,900,000 289,900,000 0 0 8,400,000 118,000,000 43,100,000 74,900,000 0 0 0 74,900,000 1.02 0.95