-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1+SrzmTsT0y3ltwQsadjVrEvrFdPELavLGtj31AfE2Ct4kOo5Zzg7GdRJvHbTZ1 NCj87aJ4RCxHbij6LuHqCA== 0000069598-96-000003.txt : 19960514 0000069598-96-000003.hdr.sgml : 19960514 ACCESSION NUMBER: 0000069598-96-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 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: 96561665 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 - March 31, 1996 (Unaudited) and December 31, 1995.........................................2 Condensed Consolidated Statements of Earnings (Unaudited) - Three Months Ended March 31, 1996 and 1995.............................................3 Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 1996 and 1995.............................................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 4. Submission of Matters to a Vote of Security Holders..........................................................11 Item 6. Exhibits and Reports on Form 8-K...............................................12 Exhibit (11) - Statement Re: Computation of Earnings Per Share................................................13 Exhibit (15) - Awareness Letter of Independent Accountants..........................................................15 Exhibit (27) - Financial Data Schedule.......................................................16 Signatures....................................................................17
PART I. FINANCIAL INFORMATION NALCO CHEMICAL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION March 31, December 31, 1996 1995 (Dollars in millions) (Unaudited) (Note) ASSETS Current assets Cash and cash equivalents $ 37.7 $ 38.1 Accounts receivable, less allowances of $4.4 and $4.4, respectively 211.9 220.3 Inventories Finished products 65.3 62.4 Materials and work in process 31.4 29.0 ------- -------- 96.7 91.4 Prepaid expenses, taxes and other current assets 22.2 20.2 -------- -------- Total current assets 368.5 370.0 Investment in and advances to partnership 132.2 126.2 Discontinued operations-net 46.8 47.1 Goodwill, less accumulated amortization of $19.6 and $18.6, respectively 132.1 131.0 Other assets 168.9 175.8 Property, plant and equipment 1,120.5 1,101.6 Less allowances for depreciation (598.3) (581.6) -------- -------- 522.2 520.0 -------- -------- $1,370.7 $1,370.1 ======== ======== LIABILITIES/SHAREHOLDERS' EQUITY Current liabilities Short-term debt $ 105.5 $ 95.0 Accounts payable 109.5 126.9 Accrued formation and consolidation expenses 21.4 22.7 Other current liabilities 107.8 111.2 -------- -------- Total current liabilities 344.2 355.8 Long-term debt 209.5 221.5 Deferred income taxes 52.5 53.3 Accrued postretirement benefits 97.9 97.7 Other liabilities 62.8 61.5 Shareholders' equity 603.8 580.3 -------- -------- $1,370.7 $1,370.1 ======== ========
Note: The Statement of Financial Condition at December 31, 1995 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 (Amounts in millions, March 31 except per share data) 1996 1995 Net sales $301.9 $292.5 Operating costs and expenses Cost of products sold 135.0 128.5 Operating expenses 123.1 115.3 ------ ------ 258.1 243.8 Operating earnings 43.8 48.7 Other income (expense) Interest and other income 0.5 1.3 Interest expense(3.7) (4.1) Equity in earnings of partnership 6.4 5.6 ------ ------ Earnings from continuing operations before income taxes 47.0 51.5 Income taxes 17.0 18.6 ------ ------ Earnings from continuing operations 30.0 32.9 Discontinued operations, net of income taxes 1.8 4.9 ------ ------ Net earnings $ 31.8 $ 37.8 ====== ====== Per common share - Primary Earnings from continuing operations $ 0.40 $ 0.44 Discontinued operations, net of income taxes 0.03 0.07 ------ ------ Net earnings $ 0.43 $ 0.51 ====== ====== Per common share - Fully diluted Earnings from continuing operations $ 0.38 $ 0.41 Discontinued operations, net of income taxes 0.02 0.07 ------ ------ Net earnings $ 0.40 $ 0.48 ====== ====== Per common share - Cash dividends $ 0.25 $ 0.24 ====== ====== Average primary shares outstanding (in thousands) 67,529 68,298 Average fully diluted shares outstanding (in thousands) 75,511 76,374
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited). NALCO CHEMICAL COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31 (Dollars in millions) 1996 1995 ------ ----- Cash provided by (used for) operating activities Net earnings $ 31.8 $ 37.8 Adjustments not affecting cash Depreciation and amortization 24.1 21.6 Other, net (3.8) (13.1) Changes in current assets and liabilities (16.9) 6.4 ------ ------ Net cash provided by operations 35.2 52.7 ------ ------ Investing activities Additions to property, plant and equipment (27.3) (27.1) Other 3.3 (7.9) ------ ------ Net cash used for investing activities (24.0) (35.0) ------- ------ Financing activities Cash dividends (19.7) (19.2) Changes in short-term debt 6.5 12.2 Changes in long-term debt (1.9) (0.1) Common stock reacquired - (18.8) Other 2.8 5.5 ------ ------ Net cash used for financing activities (12.3) (20.4) ------ ------ Effects of foreign exchange rate changes 0.7 1.8 ------ ------ Decrease in cash and cash equivalents $ (0.4) $ (0.9) ====== ======
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited). NALCO CHEMICAL COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1996 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 periods ended March 31, 1996 and 1995. 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, 1995. 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:
March 31, December 31, (Dollars in millions, 1996 1995 except per share figures) ----------- -------- Preferred stock par value $1.00 per share; authorized 2,000,000 shares; Series B ESOP Convertible Preferred Stock - 399,423 shares at March 31, 1996 and 399,400 shares at December 31, 1995 $ 0.4 $ 0.4 Series A Junior Participating Preferred Stock - none issued - - Capital in excess of par value of shares 191.3 191.7 Unearned ESOP compensation (159.6) (166.6) ------- ------- 32.1 25.5 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 27.8 27.8 Retained earnings 928.3 916.2 Minimum pension liability adjustment (6.0) (6.0) Foreign currency translation adjustments (46.9) (48.0) Common stock reacquired - at cost 12,964,050 shares at March 31, 1996 and 13,163,155 shares at December 31, 1995 (346.6) (350.3) ------- ------- Total shareholders' equity $ 603.8 $ 580.3 ======= =======
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 Chemical, 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 are being 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 have been or will be written off. All of these activities are in process, and should be largely completed by the end of 1996. As a result of these plans, the Company recorded a pretax provision of $68 million ($54 million after tax, or 70 cents per share on a fully diluted basis) in 1994. Included in this provision was the cost of termination benefits for the elimination of over 400 positions, primarily in the United States and Europe, including manufacturing and support personnel, totaling 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 balance of the pretax costs represented anticipated cash payments for post-closure plant environmental remediation, legal and consulting fees, and other exit costs. Cash expenditures charged against the provision to date have been funded through operating cash flows, and the Company anticipates that future cash expenditures will be similarly funded. 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. Charges against the provision for formation and consolidation expenses totaled $25.0 million in 1994, $20.5 million in 1995, and $1.3 million in the first quarter 1996. Over 300 employees had been terminated as of March 31, 1996. The following table sets forth the details of activity in the accrual for formation and consolidation expenses for the first quarter of 1996:
Balance at Balance at December 31, Cash Noncash March 31, (in millions) 1995 Payments Charges 1996 - -------------------------------------------------------------------------------------------------------- Termination benefits $ 8.1 $ - $ - $ 8.1 Asset write-downs 7.1 (0.1) (0.7) 6.3 Legal and consulting 1.5 (0.4) - 1.1 Environmental remediation 6.0 (0.1) - 5.9 - ----------------------------------------------------------------------------------------------------------- Total $22.7 $(0.6) $(0.7) $21.4 ============================================================================================================
NOTE D -- IMPAIRMENT OF LONG-LIVED ASSETS Effective January 1, 1996, the Company implemented Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires companies to review long-lived assets, including identifiable intangibles and goodwill, for indicators of impairment. The effect of adopting SFAS 121 was not material. NOTE E -- SUBSEQUENT EVENT On April 22, 1996, the Venezuelan government liberalized the Venezuelan bolivar from the previously fixed exchange rate of 290 bolivars per U.S. dollar. The liberalized bolivar now is trading in the approximate range of 465 to 500 bolivars per U.S. dollar. The effect of this devaluation of the bolivar on the Company's and Nalco/Exxon's operations in Venezuela is estimated to result in a net charge to the Company's 1996 earnings from continuing operations of approximately $1.2 million. 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 March 31, 1996, and for the three month period 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, 1995, 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 2, 1996, 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, 1995, 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 April 18, 1996 Chicago, Illinois Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations First Quarter 1996 Operations Compared to First Quarter 1995 On February 2, 1996, Nalco announced its plan to dispose of its superabsorbent chemicals business. The results of this business are now reported as discontinued operations. The operations and the net assets of this business are held for sale. The Unaudited Condensed Consolidated Statements of Earnings presented in Part I, Item 1 of this Form 10-Q reflect the superabsorbent chemicals business as discontinued operations. Sales from continuing operations for the quarter increased 3 percent over last year. This increase would have been 5 percent, excluding 1995 sales of $4.5 million related to business that was transferred to the Nalco/Exxon joint venture as of the beginning of 1996. Most of this amount was included last year in the Company's Pacific Division sales. Sales by the Water and Waste Treatment Division were unchanged from last year, as modest increases were reported by the Basic Industry, UNISOLV(R) and WATERGY(R) Groups. The Process Chemicals Division reported a 10 percent sales improvement, with double-digit growth posted by the Pulp and Paper Chemicals Group. Solid gains were also reported by the General Industry and the Mining and Mineral Processing Chemical Groups. Sales by the European Division were comparable to a year ago. The Latin American Division reported a 15 percent increase over last year, with double-digit gains reported by all units except Brazil and Colombia. Pacific Division sales were down 4 percent from the same period last year as a result of the business that was transferred this quarter to the Nalco/Exxon joint venture. Excluding those amounts from 1995 sales, Pacific Division sales were up 8 percent, with double-digit gains reported by subsidiaries in Indonesia and Korea. Sales by Nalco's former affiliate company in India, which became a majority-owned subsidiary in the fourth quarter of 1995, contributed to growth in the region. The gross margin was 55.3 percent, down 0.8 percentage points from last year's rate of 56.1 percent. Gross margins in the United States decreased from a year ago primarily as a result of higher raw material costs, manufacturing expenses and one-time start up costs for a new colloidal silica production facility. Gross margins of International Divisions were slightly lower on a combined basis. Lower margins in Europe were partly offset by improved margins in Latin America. Operating expenses (selling, service, research, etc.) were up $7.8 million or 7 percent over last year, primarily due to the addition of sales engineers during 1995. Interest and other income was down $0.8 million from last year primarily as a result of a decrease in interest income, reflecting lower invested balances. Interest expense declined $0.4 million from last year, which was mainly attributable to the Company's Brazilian subsidiary. Nalco's equity in earnings of Nalco/Exxon for the first quarter 1996 was $6.4 million, a $0.8 million improvement over the $5.6 million reported last year. The increase was largely attributable to the business that was transferred to Nalco/Exxon as of the beginning of 1996. The effective tax rate was 36.2 percent for the first quarter 1996, comparable to the effective tax rate for the first quarter 1995. Earnings from continuing operations as a percent to sales was 9.9 percent for the first quarter 1996, compared to 11.2 percent for the first quarter 1995. Fully diluted earnings per share from continuing operations were 38 cents for the quarter, compared to 41 cents per share last year. Effective January 1, 1996, the Company implemented Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires companies to review long-lived assets, including identifiable intangibles and goodwill, for indicators of impairment. The effect of adopting SFAS 121 was not material. On April 22, 1996, the Venezuelan government liberalized the Venezuelan bolivar from the previously fixed exchange rate of 290 bolivars per U.S. dollar. The liberalized bolivar now is trading in the approximate range of 465 to 500 bolivars per U.S. dollar. The effect of this devaluation of the bolivar on the Company's and Nalco/Exxon's operations in Venezuela is estimated to result in a net charge to the Company's 1996 earnings from continuing operations of approximately $1.2 million. Changes in Financial Condition Cash and cash equivalents decreased by $0.4 million during the quarter as detailed in the Unaudited Condensed Consolidated Statement of Cash Flows. Days sales outstanding were 62 days at March 31, 1996, down slightly from the 64 days at the end of 1995. Working capital at March 31, 1996 totaled $24.3 million, up from the $14.2 million at last year end. The ratio of current assets to current liabilities was 1.1 to 1 at March 31, 1996. Capital investments totaled $27.3 million for the first quarter. Major expenditures were for additional PORTA-FEED(R) 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. Charges against the provision for formation and consolidation expenses totaled $1.3 million during the first quarter 1996. (See Note C). PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders of Nalco Chemical Company was held on April 18, 1996, for the purpose of electing three Class III directors for a three-year term; approving the appointment of independent accountants; and approval of the Employee Stock Compensation Plan, the amended Performance Share Plan, the amended Management Incentive Plan and the Non-employee Directors Stock Compensation Plan. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management's solicitation. All of management's nominees for directors as listed in the proxy statement were elected.
The vote electing the individual directors was as follows: Shares Voted Shares Class III Director "For" Withheld H. G. Bernthal 65,786,513 1,049,211 W. A. Pogue 65,729,595 1,106,129 J. J. Shea 65,754,583 1,081,141 The appointment of Price Waterhouse as independent accountants for the Company was approved by the following vote: Shares Voted Shares Voted Shares "For" "Against" Abstaining 66,275,914 390,811 168,999 The amended Performance Share Plan effective as of February 16, 1996 was approved as follows: Shares Voted Shares Voted Shares "For" "Against" Abstaining 63,032,151 3,206,276 597,297 The amended Management Incentive Plan effective as of January 1, 1996 was approved as follows: Shares Voted Shares Voted Shares "For" "Against" Abstaining 62,676,063 3,474,814 684,847
The Employee Stock Compensation Plan effective as of January 1, 1996 was approved as follows: Shares Voted Shares Voted Shares "For" "Against" Abstaining Broker Non-Votes 40,750,821 20,634,540 333,510 5,116,853 The Non-employee Directors Stock Compensation Plan effective as of January 1, 1996 was approved as follows: Shares Voted Shares Voted Shares "For" "Against" Abstaining Broker Non-Votes 48,111,384 12,890,645 718,842 5,114,853
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 March 31, 1996. NALCO CHEMICAL COMPANY (Registrant) Date: May 13, 1996 W. E. BUCHHOLZ ---------------------- W. E. Buchholz - Vice President, Chief Financial Officer Date: May 13, 1996 S. J. GIOIMO -------------------- S. J. Gioimo - Secretary 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: May 13, 1996 W. E. Buchholz - Vice President, Chief Financial Officer EX-11 2 EXHIBIT (11) STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE NALCO CHEMICAL COMPANY AND SUBSIDIARIES
Three Months Ended (Amounts in thousands, March 31 except per share data) 1996 1995 ------ ----- Primary Average shares outstanding 67,223 67,837 Net effect of dilutive stock options and shares contingently issuable - based on the treasury stock method using average market price 306 461 -------- -------- TOTALS 67,529 68,298 ======== ======== Earnings from continuing operations $ 30,008 $ 32,833 Discontinued operations, net of income taxes 1,765 4,938 ------- -------- Net earnings 31,773 37,771 Preferred stock dividends, net of income taxes (2,855) (2,816) --------- -------- Net earnings to common shareholders $ 28,918 $ 34,955 ======== ======== Per share amounts: Earnings from continuing operations $ 0.40 $ 0.44 Discontinued operations, net of income taxes 0.03 0.07 ------- ------- Net earnings to common shareholders $ 0.43 $ 0.51 ======= =======
EXHIBIT (11) STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE NALCO CHEMICAL COMPANY AND SUBSIDIARIES
Three Months Ended (Amounts in thousands, March 31 except per share data) 1996 1995 ------ ----- Fully diluted Average shares outstanding 67,223 67,837 Average dilutive effect of assumed conversion of ESOP Convertible Preferred shares 7,982 8,076 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 306 461 ------- ------- TOTALS 75,511 76,374 ======= ======= Earnings from continuing operations $ 30,008 $ 32,833 Discontinued operations, net of income taxes 1,765 4,938 -------- -------- Net earnings 31,773 37,771 Additional ESOP contribution resulting from assumed conversion, net of income taxes (1,141) (1,206) Tax adjustment on assumed common dividends (230) (205) ------- -------- Net earnings to common shareholders $ 30,402 $ 36,360 ======== ======== Per share amounts Earnings from continuing operations $ 0.38 $ 0.41 Discontinued operations, net of income taxes 0.02 0.07 ------- ------- Net earnings to common shareholders $ 0.40 $ 0.48 ======= =======
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 April 18, 1996 (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 EX-27 4
5 EXHIBIT (27) FINANCIAL DATA SCHEDULE NALCO CHEMICAL COMPANY AND SUBSIDIARIES THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AT MARCH 31, 1996 AND THE CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED MARCH 31, 1996 OF NALCO CHEMICAL COMPANY AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1996 MAR-31-1996 $ 37,700,000 0 216,300,000 (4,400,000) 96,700,000 368,500,000 1,120,500,000 (598,300,000) 1,370,700,000 344,200,000 209,500,000 0 400,000 15,100,000 588,300,000 1,370,700,000 301,900,000 301,900,000 135,000,000 135,000,000 0 0 3,700,000 47,000,000 17,000,000 30,000,000 1,800,000 0 0 31,800,000 0.43 0.40
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