-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bCkpoyZPZ13Salmcdar3Nv2nrLAXFcG4jNBkix8f3DzVTzG/ez+XbFxof9lT0BGt VewuhCPQXew/b06jXSQ9qQ== 0000950124-94-001178.txt : 19940702 0000950124-94-001178.hdr.sgml : 19940702 ACCESSION NUMBER: 0000950124-94-001178 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931230 FILED AS OF DATE: 19940627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NALCO CHEMICAL CO CENTRAL INDEX KEY: 0000069598 STANDARD INDUSTRIAL CLASSIFICATION: 2890 IRS NUMBER: 361520480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04957 FILM NUMBER: 94535953 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 11-K 1 FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [x] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended December 30, 1993 OR [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4957 PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN OF NALCO CHEMICAL COMPANY NALCO CHEMICAL COMPANY One Nalco Center Naperville, Illinois 60563-1198 (Issuer and address of principal executive offices) 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PROFIT SHAREING, PAY DEFERRAL AND INVESTMENT PLAN OF NALCO CHEMICAL COMPANY BY /J. F. LAMBE/ Member, Employee Benefit Plan Administration Committee Dated: June 24, 1994 3 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 30, 1993 AND 1992 4 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN FINANCIAL STATEMENTS AND SCHEDULES INDEX
Page ---- Report of Independent Accountants 1 Statement of Net Assets Available for Plan Benefits 2 Statement of Changes in Net Assets Available for Plan Benefits 3 Notes to Financial Statements 4-7 Supplementary Schedules Assets Held for Investment Schedule I Reportable Transactions Schedule II
Note: All other schedules have been omitted because they are not applicable 5 [Price Waterhouse Logo] Report of Independent Accountants March 21, 1994 To the Employee Benefit Plan Administration Committee of Nalco Chemical Company In our opinion, the accompanying statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the financial status of The Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan (Plan) at December 30, 1993, and the changes in its financial status for the year then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The financial statements of the Plan for the year ended December 30, 1992 were audited by other independent accountants whose report dated March 5, 1993 expressed an unqualified opinion on those statements. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the supplementary schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. 6 March 21, 1994 To the Employee Benefit Plan [Logo] Administration Committee of Nalco Chemical Company Page 2 As discussed in Note 3, the Plan changed its method of accounting for obligations for benefit payments to employees to comply with recently issued guidance for accounting and disclosure by employee benefit plans. /s/ Price Waterhouse 7 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 30, 1993 AND 1992
1993 1992 ---- ---- Investments, at fair value): Nalco Chemical Company common stock $138,860,667 $146,050,958 Mutual funds 34,896,122 10,070,334 Group annuity contact deposits at contract value 75,994,069 91,103,787 Bank commingled mutual funds 6,057,233 - Collective short-term investment funds 20,621,547 17,486,890 ------------ ------------ 276,429,638 264,711,969 Loans receivable from participants 4,002,790 - Due from Nalco Chemical Company Employee Stock Ownership Plan 25,001 57,863 Accrued income receivable 511,197 5,001 ------------ ------------ Net assets available for plan benefits $280,968,626 $264,774,833 ============ ============
The accompanying notes are an integral part of these financial statements. - 3 - 8 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1993 AND 1992
1993 1992 ---- ---- Sources of net assets: Contributions by employees $ 11,020,712 $ 10,334,236 Dividend income 3,795,392 3,884,736 Interest income 7,200,983 8,296,165 Transfers from Nalco Chemical Company Employee Stock Ownership Plan 261,788 349,696 Net realized/unrealized appreciation (depreciation) of investments 8,776,111 (17,716,273) ------------ ------------ Total sources of net assets 31,054,986 5,148,560 Applications of net assets: Withdrawals by participants 14,861,193 22,181,248 ------------ ------------ Increase (decrease) in net assets available for plan benefits 16,193,793 (17,032,688) Net assets available for plan benefits at beginning of year 264,774,833 281,807,521 ------------ ------------ Net assets available for plan benefits at end of year $280,968,626 $264,774,833 ============ ============
The accompanying notes are an integral part of these financial statements. - 4 - 9 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 30, 1993 AND 1992 NOTE 1 - DESCRIPTION OF THE PLAN: The Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan (the Plan) is a voluntary contribution, individual account plan, which covers substantially all Nalco Chemical Company (Company) employees. No service requirement exists before an employee is eligible to participate in the Plan. The Company does not contribute to the Plan. The Plan also accepts transfers of Company common stock and cash from the Employee Stock Ownership Plan for retirees. Beginning in 1993, the Plan expanded to include seven investment alternatives: the Nalco Stock Fund, the U.S. Government Money Market Fund, the Stable Capital Fund, the Bond Index Fund, the Balanced Fund, the Growth and Income Fund, and the Equity Index Fund. A participant who has attained the age of 50 can transfer once per calendar year a minimum of 1% of his balance from the Nalco Stock Fund to any of the other funds in the Plan. The maximum allowable transfer is determined by the Employee Benefit Plan Administration Committee (EBPAC). Participants electing to make tax-deferred contributions through cash or salary deductions have the option of investing these contributions in a combination of any of the funds. Participants can transfer assets acquired with their individual funds at their discretion. A participant can also make contributions which are not tax-deferred through payroll deductions or a lump-sum investment. All participant contributions vest immediately, and participants are entitled to their entire account balance upon retirement, termination, disability, or death as a lump-sum payment (or in semi-annual stock installments for shares in the Nalco Stock Fund). Effective June 1, 1993, participants are allowed to borrow from the Plan, provided the amount does not exceed the lesser of one-half the vested Plan balance of the participant, or $50,000. The length of the loan is decided by the employee, subject to certain governmental restrictions, and the interest charged is determined by the Committee and communicated to the participants in writing. - 5 - 10 At December 30, 1993, employees participating in the Plan had invested in the available funds as follows (some have investments in more than one fund):
1993 1992 ---- ---- Total employees participating 3,920 3,584 Nalco Stock Fund 3,344 3,381 U.S. Government Money Market Fund 172 - Stable Capital Fund 2,479 2,742 Bond Index Fund 321 - Balanced Fund 601 - Growth and Income Fund 1,851 - Equity Index Fund 530 - Equity Income Fund - 1,344
The Company believes that the Plan will continue without interruption, but reserves the right to terminate the Plan at any time. In the event of termination of the Plan, the Trust will continue until all of the funds held by the Trustee have been distributed to the participants or their beneficiaries. Such distribution will be made in accordance with the provisions of the Plan in effect on the date of its termination. NOTE 2 - SIGNIFICANT ACCOUNTING POLICY: Valuation of Investments All investments, except for group annuity contract deposits, are valued by the Trustee based on the closing market value on the last business day of the plan year. The group annuity contract deposits are stated at contract value and represent contributions made under the contracts plus interest at the contract rate. The insurance companies are contractually liable for the contract value provided the investment remains with the insurance company. NOTE 3 - CHANGE IN ACCOUNTING: During 1993, the Plan changed its method of accounting for obligations for benefit payments to employees to comply with recently issued guidance for accounting and disclosure by employee benefit plans. Under this accounting method, participant distributions payable at year-end are not presented as liabilities in the statement of net assets available for plan benefits nor as benefit payments in the statement of changes in net assets available for plan benefits. - 6 - 11 At December 30, 1993 and 1992, distributions payable to former participants were as follows:
1993 1992 ---- ---- Nalco Stock Fund $20,013,027 $24,316,558 U.S. Government Money Market Fund 183,209 - Stable Capital Fund 44,972,972 47,870,568 Bond Index Fund 981,599 - Balanced Fund 2,254,087 - Growth and Income Fund 5,100,120 - Equity Index Fund 452,918 - Equity Income Fund - 989,381 ----------- ----------- $73,957,932 $73,176,507 =========== ===========
NOTE 4 - PLAN AMENDMENTS: During fiscal 1993, the Plan was amended to provide for participant loans and to change the Plan's fiscal year to end on December 31, effective December 31, 1993. - 7 - 12 NOTE 5 - INVESTMENTS: The cost of investments and number of shares or units held at December 30, 1993 and 1992 were as follows:
1993 1992 -------------------------- ------------------------- Shares or Shares or Units Cost Units Cost -------------------------- ------------------------- Nalco Chemical Company common stock 3,766,391 $ 53,878,891 4,130,283 $ 58,077,275 American Balanced Fund 529,287 6,815,032 - Dreyfus Government Money Market Instruments 918,636 918,636 - Fidelity Investments - Hartford Annuity Contract deposit 10,060,505 10,060,505 - - Life of Georgia Contract deposit 5,032,242 5,032,242 - - Sun Life America Contract deposit 5,037,115 5,037,115 - - Fidelity Equity Income Fund - - 347,133 8,902,642 John Hancock Mutual Life Insurance Company Group Annuity Contract deposits - 25,529,090 - 50,955,836 Neuberger & Berman Guardian Fund 1,429,014 25,688,136 - The Prudential Asset Manager Group Annuity Contract deposits - 17,281,616 - 16,121,458 State Mutual Life Assurance Company Group Annuity Contract deposits - 13,053,501 - 24,026,493 Wells Fargo Equity Index Fund 305,656 3,379,002 - - Wells Fargo Govt./Corp. Bond Index Fund 242,053 2,516,521 - - The Northern Trust Company Collective Short-Term Extendable Fund - - - 16,590,842 The Northern Trust Company Collective Short-Term Investment Fund - 20,621,547 - 453,455 ------------ ------------ Total $189,811,834 $175,128,001 ============ ============
- 8 - 13 Individual investments that represent 5% more of the fair value of net assets available for plan benefits at December 30, 1993 are as follows:
Fair or Shares or Contract Units Cost Value -------------------------------------------------- Nalco Chemical Company common stock 3,766,391 $53,878,891 $138,860,667 John Hancock Mutual Life Insurance Company Group Annuity Contract - GAC 5588 18,961,928 18,961,928 The Prudential Asset Management Group Annuity Contract - GAC 5989-213 17,281,616 17,281,616 State Mutual Life Assurance Company Group Annuity Contract - GAC 91636A 13,053,501 13,053,501 Neuberger & Berman Commingled Guardian Fund 25,688,136 27,308,466 The Northern Trust Company Collective Short-Term Investment Fund 20,621,547 20,621,547
NOTE 6 - TRANSACTIONS WITH RELATED PARTY: Certain expenses pertaining to the operation of the Plan are paid by the Company and are not charged against the assets or income of the Plan. In addition, various administrative, legal, and accounting services are performed by Company personnel on behalf of the Plan. No charges are made to the Plan for these services. NOTE 7 - INCOME TAX STATUS: The Internal Revenue Service issued a letter of determination dated March 20, 1989 stating the Plan is qualified under section 401(a) of the Internal Revenue Code (the Code) and is, therefore, exempt from federal income taxation under section 501(a) of the Code. Participants are not subject to federal income tax until amounts are distributed to them. NOTE 8 - STATEMENTS OF NET ASSETS: The statements of net assets available for plan benefits by fund as of December 30, 1993 and 1992, respectively, are as follows: - 9 - 14 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 30, 1993
Nalco U.S. Govt Stable Bond Growth & Equity Stock Money Mkt Capital Index Balanced Income Index Fund Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- ---- Investments, at fair value: Nalco Chemical Company common stock $138,860,667 Mutual funds $918,636 $6,669,020 $27,308,466 Group annuity contract deposits at contract value $75,994,069 Bank commingled mutual funds $2,539,134 $3,518,099 Collective short-term investment fund 1,987,527 18,376,386 ------------ -------- ----------- ---------- ---------- ----------- ---------- 140,848,194 918,636 94,370,455 2,539,134 6,669,020 27,308,466 3,518,099 Loans receivable from participants Due from Nalco Chemical Company Employee Stock Ownership Plan 25,001 Accrued income receivable 4,797 1,809 504,591 ------------ -------- ----------- ---------- ---------- ----------- ---------- Net assets available for plan benefits $140,877,992 $920,445 $94,875,046 $2,539,134 $6,669,020 $27,308,466 $3,518,099 ============ ======== =========== ========== ========== =========== ========== Loan Sub Clearing Account Total Accounts Total ------- ----- -------- ------ Investments, at fair value: Nalco Chemical Company common stock $138,860,667 $138,860,667 Mutual funds 34,896,122 34,896,122 Group annuity contract deposits at contract value 75,994,069 75,994,069 Bank commingled mutual funds 6,057,233 6,057,233 Collective short-term investment fund 20,363,913 $257,634 20,621,547 ---------- -------- ------------ 276,172,004 257,634 276,429,638 Loans receivable from participants $ 4,002,790 4,002,790 4,002,790 Due from Nalco Chemical Company Employee Stock Ownership Plan 25,001 25,001 Accrued income receivable 511,197 511,197 ------------ ------- -------- ------------ Net assets available for plan benefits $ 4,002,790 $280,710,992 $257,634 $280,968,626 ============ ============ ======== ============
- 10 - 15 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 30, 1992
Nalco Fixed Equity Stock Fund Income Fund Income Fund Total ---------- ----------- ----------- ---------- Investments, at fair value: Nalco Chemical Company common stock $146,050,958 $ - $ - $146,050,958 Mutual funds - - 10,070,334 10,070,334 Group annuity contract deposits at contract value - 91,103,787 - 91,103,787 Collective short-term investment funds 251,488 17,116,095 119,307 17,486,890 ------------ ------------ ----------- ------------ 146,302,446 108,219,882 10,189,641 264,711,969 Due from Nalco Chemical Company Employee Stock Ownership Plan 57,863 - - 57,863 Accrued income receivable 3,887 831 283 5,001 ------------ ------------ ------------ ------------ Net assets available for plan benefits $146,364,196 $108,220,713 $ 10,189,924 $264,774,833 ============ ============ ============ ============
- 11 - 16 NOTE 9 - STATEMENTS OF CHANGES IN NET ASSETS: The statements of changes in net assets available for benefits by fund for the years ended December 30, 1993 and 1992, respectively, are as follows: NALCO CHEMICAL COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND DECEMBER 30, 1993
Nalco Equity U.S. Govt Stable Stock Income Money Capital Fund Fund Market Fund ---- ---- ------ ---- Sources of net assets: Contributions by employees $ 1,142,433 $ - $ 112,906 $ 6,985,405 Dividend income 3,498,240 93,085 Interest income 90,826 797 10,910 7,003,680 Transfers from Nalco Chemical Company Employee Stock Ownership Plan 261,788 Net transfers authorized by participants (8,342,487) (11,137,431) 890,113 (17,442,513) - Net realized/unrealized appreciation (depreciation) of investments 5,563,851 1,011,386 310,815 --------- --------- -------- --------- Total sources of net assets 2,214,651 (10,032,163) 1,013,929 (3,142,613) Applications of net assets: Withdrawals by participants 7,700,855 157,761 93,484 10,203,054 --------- ---------- -------- ----------- Increase (decrease) in net assets available for plan benefits (5,486,204) (10,189,924) 920,445 (13,345,667) Net assets available for plan benefits at beginning of year 146,364,196 10,189,924 108,220,713 ------------ ------------ --------- ----------- Net assets available for plan benefits at end of year $140,877,992 $ - $ 920,445 $94,875,046 ============ =========== ========== =========== Bond Growth & Equity Index Balanced Income Index Loan Sub- Clearing Fund Fund Fund Fund Account Total Accounts Total ---- ---- ---- ---- ------- ----- -------- ----- Sources of net assets Contributions by employees $ 106,929 $ 310,094 $ 2,056,640 $ 306,305 $ - $11,020,712 $ - $ 11,020,712 Dividend income 108,071 95,996 3,795,392 3,795,392 Interest income 90,978 7,197,191 3,792 7,200,983 Transfers from Nalc Chemical Company Employee Stock Ownership Plan 261,788 261,788 Net transfers authorized by participants 2,427,049 6,321,759 24,557,675 3,250,364 (524,529) - Net realized/unrealized appreciation (depreciation) of investments 29,001 81,709 1,632,513 146,836 8,776,111 8,776,111 Total sources of ---------- --------- ---------- --------- --------- ---------- ------ ---------- assets 2,562,979 6,821,633 28,342,824 3,703,505 (433,551) 31,051,194 3,792 31,054,986 Applications of net assets: Withdrawals by participants 23,845 152,613 1,034,358 185,406 (4,436,341) 15,115,035 (253,842) 14,861,193 ---------- ---------- ----------- ---------- ---------- ----------- ------------ --------- Increase (decrease) in net assets available for plan benefits 2,539,134 6,669,020 27,308,466 3,518,099 4,002,790 15,936,159 257,634 16,193,793 Net assets available plan benefits at beginning of year 264,774,833 264,774,833 ------- ---------- ----------- ---------- ---------- ------------ --------- ------------- Net assets available plan benefits at end of year $2,539,134 $6,669,020 $27,308,466 $3,518,099 $4,002,790 $280,710,992 $257,634 $280,968,626 ========== ========== =========== ========== ========== =========== ========= ============
- 12 - 17 NALCO CHEMICAL COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 30, 1992
Nalco Fixed Equity Stock Fund Income Fund Income Fund Total ---------- ----------- ----------- ----- Sources of net assets: Contributions by employees $ 1,138,209 $ 7,651,727 $ 1,544,300 $ 10,334,236 Dividend income 3,529,930 - 354,806 3,884,736 Interest income 30,551 8,263,772 1,842 8,296,165 Transfers from Nalco Chemical Company Employee Stock Ownership Plan 349,696 - - 349,696 Net transfers authorized by participants (2,630,105) 2,568,224 61,881 - Net realized/unrealized appreciation (depreciation) of investments (19,058,542) 448,435 893,834 (17,716,273) ------------ ----------- ----------- ------------ Total sources of net assets (16,640,261) 18,932,158 2,856,663 5,148,560 Applications of net assets: Withdrawals by participants 10,083,238 11,507,982 590,028 22,181,248 ------------ ------------ ----------- ------------ Increase (decrease) in net assets available for plan benefits (26,723,499) 7,424,176 2,266,635 (17,032,688) Net assets available for plan benefits at beginning of year 173,087,695 100,796,537 7,923,289 281,807,521 ------------ ------------ ------------- ------------ Net assets available for plan benefits at end of year $146,364,196 $108,220,713 $10,189,924 $264,774,833 ============ ============ ============= ============
- 13 - 18 SCHEDULE I NALCO CHEMICAL COMPANY PROFIT SHARING INVESTMENT AND PAY DEFERRAL PLAN ASSETS HELD FOR INVESTMENT AS OF DECEMBER 30, 1993
Fair or Contract Identity of Issuer Description of Investment Cost Value - - - - - ------------------ ------------------------- ---- ----- Nalco Chemical Company 3,766,391 shares of common stock $ 53,878,891 $138,860,667 John Hancock Mutual Life Insurance Company Group annuity contract deposit 25,529,090 25,529,090 The Prudential Asset Management Group Group annuity contract deposit 17,281,616 17,281,616 State Mutual Life Assurance Company Group annuity contract deposit 13,053,501 13,053,501 Fidelity Investments Hartford Group annuity contract deposit 10,060,505 10,060,505 Life of Georgia Group annuity contract deposit 5,032,242 5,032,242 Sun Life America Group annuity contract deposit 5,037,115 5,037,115 American American Balanced Fund - 529,287 shares 6,815,032 6,669,020 Dreyfus U.S. Government Money Market Fund 918,636 918,636 Neuberger & Berman Guardian Fund 1,429,014 shares 25,688,136 27,308,466 Wells Fargo Wells Fargo Equity Index Fund 305,655 shares 3,379,002 3,518,099 Wells Fargo Bond Index Fund 242,053 shares 2,516,521 2,539,134 The Northern Trust Company Collective short-term investment fund 20,621,547 20,621,547 ------------ ------------ $189,811,834 $276,429,638 ============ ============
19 SCHEDULE 11 MALCO CHEMICAL COMPANY PROFIT SHARING INVESTMENT AND PAY DEFERRAL PLAN REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 30, 1993
Expenses Value of Incurred Asset on Purchase With Cost of Transaction Net Gain Identity of Party Involved Description of Asset Price Selling Price Transaction Asset Date (Loss) - - - - - -------------------------- -------------------- ------- ------------- ----------- ------- ------------ -------- Category (iii) - A series of security transactions in excess of 5% of the current value of plan assets - - - - - ------------------------------------------------------------------------------------------------------ The Northern Collective Short-Term Trust Company Investment Fund: $87,362,174 $ -- $ -- $87,362,174 $87,362,174 $ -- 221 purchases -- $67,830,539 $ -- $67,830,539 $67,830,539 $ -- 370 sales The Northern Collective Short-Term Trust Company Extendeable Fund 11 sales -- $19,224,186 -- $18,464,409 $19,224,186 $ 759,777 John Hancock Group Annuity Contracts Mutual Life 4 sales -- $28,580,225 -- $28,580,225 $28,580,225 -- Insurance Company Fidelity Investments Group Annuity Contracts 12 purchases $20,187,151 -- -- $20,187,151 $20,187,151 -- Neuberger & Berman Guardian Commingled Mutual Fund - Guardian Fund Inc. 137 purchases $26,094,422 -- -- $26,094,422 $26,094,422 --
There were no reporatble category (i), (ii), or (iv) transactions for the year ended December 30, 1993. 20 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-8 (Number 2-97131) of our report dated January 25, 1994, except Note 17, which is as of February 3, 1994, which appears on page 16 of the 1993 Annual Report to Shareholders of Nalco Chemical Company, which is incorporated by reference in Nalco Chemical Company's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 9 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated March 21, 1994 appearing on pages 2-3 of the Annual Report of the Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan on Form 11-K for the year ended December 30, 1993. Price Waterhouse Chicago, Illinois June 24, 1994 21 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 2-97131) pertaining to the Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan and in the related Prospectus of our report dated March 5, 1993, with respect to the financial statements of the Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan as of December 31, 1992 and for the year then ended included in this Annual Report on Form 11-K for the year ended December 31, 1993. Ernst & Young Chicago, Illinois June 24, 1994 22 [Logo] NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31 AND DECEMBER 30, 1993 23 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN FINANCIAL STATEMENTS AND SCHEDULES INDEX
Page ---- Report of Independent Accountants 1 Statement of Net Assets Available for Plan Benefits 2 Statement of Changes in Net Assets Available for Plan Benefits 3 Notes to Financial Statements 4-7 Supplementary Schedules Assets Held for Investment Schedule I
Note: All other schedules have been omitted because they are not applicable 24 [Price Waterhouse Logo] Report of Independent Accountants March 21, 1994 To the Employee Benefit Plan Administration Committee of Nalco Chemical Company In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the financial status of The Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan (Plan) at December 31 and December 30, 1993, and the changes in its financial status for the one day and year then ended, respectively, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the supplementary schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. 25 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31 AND DECEMBER 30, 1993
December 31, December 30, 1993 1993 ---- ---- Investments, at fair value: Nalco Chemical Company common stock $141,214,238 $138,860,667 Mutual funds 35,103,703 34,896,122 Group annuity contact deposits at contract value 76,469,443 75,994,069 Bank commingled mutual funds 6,027,882 6,057,233 Collective short-term investment funds 20,484,915 20,621,547 ------------ ------------ 279,300,181 276,429,638 Loans receivable from participants 4,031,790 4,002,790 Due from Nalco Chemical Company Employee Stock Ownership Plan 25,425 25,001 Accrued income receivable 55,153 511,197 ------------ ------------ Net assets available for plan benefits $283,412,549 $280,968,626 ============ ============
The accompanying notes are an integral part of these financial statements. - 2 - 26 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE ONE DAY ENDED DECEMBER 31, 1993 AND THE YEAR ENDED DECEMBER 30, 1993
December 31, December 30, 1993 1993 ---- ---- Sources of net assets: Contributions by employees $ 21,414 $ 11,020,712 Dividend income 215,562 3,795,392 Interest income 18,693 7,200,983 Transfers from Nalco Chemical Company Employee Stock Ownership Plan - 261,788 Net realized/unrealized appreciation (depreciation) of investments 2,159,255 8,776,111 ------------ ------------ Total sources of net assets 2,414,924 31,054,986 Applications of net assets: Withdrawals by participants (net) (28,999) 14,861,193 ------------ ------------ Increase (decrease) in net assets available for plan benefits 2,443,923 16,193,793 Net assets available for plan benefits at beginning of period 280,968,626 264,774,833 ------------ ------------ Net assets available for plan benefits at end of period $283,412,549 $280,968,626 ============ ============
The accompanying notes are an integral part of these financial statements. - 3 - 27 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 AND DECEMBER 30, 1993 NOTE 1 - DESCRIPTION OF THE PLAN: The Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan (the Plan) is a voluntary contribution, individual account plan, which covers substantially all Nalco Chemical Company (Company) employees. No service requirement exists before an employee is eligible to participate in the Plan. The Company does not contribute to the Plan. The Plan also accepts transfers of Company common stock and cash from the Employee Stock Ownership Plan for retirees. Beginning in 1993, the Plan expanded to include seven investment alternatives: the Nalco Stock Fund, the U.S. Government Money Market Fund, the Stable Capital Fund, the Bond Index Fund, the Balanced Fund, the Growth and Income Fund, and the Equity Index Fund. A participant who has attained the age of 50 can transfer once per calendar year a minimum of 1% of his balance from the Nalco Stock Fund to any of the other funds in the Plan. The maximum allowable transfer is determined by the Employee Benefit Plan Administration Committee (EBPAC). Participants electing to make tax-deferred contributions through cash or salary deductions have the option of investing these contributions in a combination of any of the funds. Participants can transfer assets acquired with their individual funds at their discretion. A participant can also make contributions which are not tax-deferred through payroll deductions or a lump-sum investment. All participant contributions vest immediately, and participants are entitled to their entire account balance upon retirement, termination, disability, or death as a lump-sum payment (or in semi-annual stock installments for shares in the Nalco Stock Fund). Effective June 1, 1993, participants are allowed to borrow from the Plan, provided the amount does not exceed the lesser of one-half the vested Plan balance of the participant, or $50,000. The length of the loan is decided by the employee, subject to certain governmental restrictions, and the interest charged is determined by the Committee and communicated to the participants in writing. - 4 - 28 At December 31, 1993, employees participating in the Plan had invested in the available funds as follows (some have investments in more than one fund):
1993 ---- Total employees participating 3,920 Nalco Stock Fund 3,334 U.S. Government Money Market Fund 172 Stable Capital Fund 2,479 Bond Index Fund 321 Balanced Fund 601 Growth and Income Fund 1,851 Equity Index Fund 530
The Company believes that the Plan will continue without interruption, but reserves the right to terminate the Plan at any time. In the event of termination of the Plan, the Trust will continue until all of the funds held by the Trustee have been distributed to the participants or their beneficiaries. Such distribution will be made in accordance with the provisions of the Plan in effect on the date of its termination. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: Valuation of Investments All investments, except for group annuity contract deposits, are valued by the Trustee based on the closing market value on the last business day of the plan year. The group annuity contract deposits are stated at contract value and represent contributions made under the contracts plus interest at the contract rate. The insurance companies are contractually liable for the contract value provided the investment remains with the insurance company. Amounts Due Participants: At December 31, 1993 and December 30, 1993, distributions payable to former participants were as follows:
December 31, December 30, 1993 1993 ---- ---- Nalco Stock Fund $20,031,733 $20,013,027 U.S. Government Money Market Fund 181,659 183,209 Stable Capital Fund 45,013,634 44,972,972 Bond Index Fund 980,664 981,599 Balanced Fund 2,252,805 2,254,087 Growth and Income Fund 5,103,016 5,100,120 Equity Index Fund 450,046 452,918 ----------- ----------- $74,013,557 $73,957,932 =========== ===========
- 5 - 29 NOTE 3 - PLAN AMENDMENTS: During fiscal 1993, the Plan was amended to provide for participant loans and to change the Plan's fiscal year to end on December 31, effective December 31, 1993. NOTE 4 - INVESTMENTS: The cost of investments and number of shares or units held at December 31, 1993 and December 30, 1993 were as follows:
December 31, 1993 December 30, 1993 ------------------------ -------------------------- Shares or Shares or Units Cost Units Cost ------------------------ --------------------------- Nalco Chemical Company common stock 3,766,391 $ 53,878,891 3,766,391 $ 53,878,891 American Balanced Fund 530,206 6,826,613 529,287 6,815,032 Dreyfus Government Money Market Instruments 918,846 918,846 918,636 918,636 Fidelity Investments - Hartford Annuity Contract deposit 10,092,262 10,092,262 10,060,505 10,060,505 Life of Georgia Contract deposit 5,047,091 5,047,091 5,032,242 5,032,242 Sun Life America Contract deposit 5,055,776 5,055,776 5,037,115 5,037,115 John Hancock Mutual Life Insurance Company Group Annuity Contract deposits - 25,726,368 - 25,529,090 Neuberger & Berman Guardian Fund 1,479,579 26,632,744 1,429,014 25,688,136 The Prudential Asset Manager Group Annuity Contract deposits - 17,393,441 - 17,281,616 State Mutual Life Assurance Company Group Annuity Contract deposits - 13,154,505 - 13,053,501 Wells Fargo Equity Index Fund 305,743 3,380,002 305,656 3,379,002 Wells Fargo Govt./Corp. Bond Index Fund 241,138 2,507,011 242,053 2,516,521 The Northern Trust Company Collective Short-Term Investment Fund - 20,484,915 - 20,621,547 ------------ ------------ Total $191,098,465 $189,811,834 ============ ============
- 6 - 30 Individual investments that represent 5% more of the fair value of net assets available for plan benefits at December 31, 1993 are as follows:
Fair or Shares or Contract Units Cost Value -------------------------------------------------- Nalco Chemical Company common stock 3,766,391 $53,878,891 $141,239,663 John Hancock Mutual Life Insurance Company Group Annuity Contract - GAC 5588 19,108,649 19,108,649 The Prudential Asset Management Group Annuity Contract - GAC 5989-213 17,393,441 17,393,441 State Mutual Life Assurance Company Group Annuity Contract - GAC 91636A 13,154,505 13,154,505 Neuberger & Berman Commingled Guardian Fund 26,632,744 27,520,162 The Northern Trust Company Collective Short-Term Investment Fund 20,484,915 20,484,915
NOTE 5 - TRANSACTIONS WITH RELATED PARTY: Certain expenses pertaining to the operation of the Plan are paid by the Company and are not charged against the assets or income of the Plan. In addition, various administrative, legal, and accounting services are performed by Company personnel on behalf of the Plan. No charges are made to the Plan for these services. NOTE 6 - INCOME TAX STATUS: The Internal Revenue Service issued a letter of determination dated March 20, 1989 stating the Plan is qualified under section 401(a) of the Internal Revenue Code (the Code) and is, therefore, exempt from federal income taxation under section 501(a) of the Code. Participants are not subject to federal income tax until amounts are distributed to them. NOTE 7 - STATEMENTS OF NET ASSETS: The statements of net assets available for plan benefits by fund as of December 31, 1993 and December 30, 1993, are as follows: - 7 - 31 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 31, 1993
Nalco U.S. Govt Stable Bond Growth & Equity Stock Money Mkt Capital Index Balanced Income Index Fund Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- ---- Investments, at fair value: Nalco Chemical Company common stock $141,214,238 Mutual funds $918,846 $6,664,695 $27,520,162 Group annuity contract deposits at contract value $76,469,443 Bank commingled mutual funds $2,527,128 $3,500,754 Collective short-term investment fund 1,750,687 18,442,733 ------------ -------- ----------- ---------- ---------- ----------- ---------- 142,964,925 918,846 94,912,176 2,527,128 6,664,695 27,520,162 3,500,754 Loans receivable from participants Due from Nalco Chemical Company Employee Stock Ownership Plan 25,425 Accrued income receivable 4,948 1,867 47,674 ------------ -------- ----------- ---------- ---------- ----------- ---------- Net assets available for plan benefits $142,995,298 $920,713 $94,959,850 $2,527,128 $6,664,695 $27,520,162 $3,500,754 ============ ======== =========== ========== ========== =========== ========== Loan Sub Clearing Account Total Accounts Total ------- ----- -------- ----- Investments, at fair value: Nalco Chemical Company common stock $141,214,238 $141,214,238 Mutual funds 35,103,703 35,103,703 Group annuity contract deposits at contract value 76,469,443 76,469,443 Bank commingled mutual funds 6,027,882 6,027,882 Collective short-term investment fund 20,193,420 $291,495 20,484,915 ------------- ------------ -------- ------------ 279,008,686 291,495 279,300,181 Loans receivable from participants $ 4,031,790 4,031,790 4,031,790 Due from Nalco Chemical Company Employee Stock Ownership Plan 25,425 25,425 Accrued income receivable 54,489 664 55,153 ------------- ------------ -------- ------------ Net assets available for plan benefits $ 4,031,790 $283,120,390 $292,159 $283,412,549 ============= ============ ======== ============
- 8 - 32 NALCO CHEMICAL COMPANY PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 30, 1993
Nalco U.S. Govt Stable Bond Growth & Equity Stock Money Mkt Capital Index Balanced Income Index Loan Fund Fund Fund Fund Fund Fund Fund Account ---- ---- ---- ---- ---- ---- ---- ------- Investments, at fair value: Nalco Chemical Company common stock $138,860,667 Mutual funds $918,636 $6,669,020 $27,308,466 Group annuity contract deposits at contract value $75,994,069 Bank commingled mutual funds $2,539,134 $3,518,099 Collective short-term investment fund 1,987,527 18,376,386 ------------ -------- ----------- ---------- ---------- ----------- ---------- ----------- 140,848,194 918,636 94,370,455 2,539,134 6,669,020 27,308,466 3,518,099 Loans receivable from participants $4,002,790 Due from Nalco Chemical Company Employee Stock Ownership Plan 25,001 Accrued income receivable 4,797 1,809 504,591 ----------- -------- ----------- ---------- ---------- ----------- ---------- ---------- Net assets available for plan benefits $140,877,992 $920,445 $94,875,046 $2,539,134 $6,669,020 $27,308,466 $3,518,099 $4,002,790 ============ ======== =========== ========== ========== =========== ========== ========== Sub Clearing Total Accounts Total ----- -------- ----- Investments, at fair value: Nalco Chemical Company common stock $138,860,667 $138,860,667 Mutual funds 34,896,122 34,896,122 Group annuity contract deposits at contract value 75,994,069 75,994,069 Bank commingled mutual funds 6,057,233 6,057,233 Collective short-term investment fund 20,363,913 $257,634 20,621,547 ----------- -------- ----------- 276,172,004 257,634 276,429,638 Loans receivable from participants 4,002,790 4,002,790 Due from Nalco Chemical Company Employee Stock Ownership Plan 25,001 25,001 Accrued income receivable 511,197 511,197 ------- -------- ------- Net assets available for plan benefits $280,710,992 $257,634 $280,968,626 ============ ======== ============
- 9 - 33 NOTE 8 - STATEMENTS OF CHANGES IN NET ASSETS: The statements of changes in net assets available for benefits by fund for the one day ended December 31, 1993 and the year ended December 30, 1993, respectively, are as follows: NALCO CHEMICAL COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND DECEMBER 31, 1993
Nalco U.S. Govt Stable Bond Growth & Equity Stock Money Capital Index Balanced Income Index Fund Market Fund Fund Fund Fund Fund ---- ------ ---- ---- ---- ---- ---- Sources of net assets: Contributions by employees $ 1,328 $ 209 $ 14,023 $ 447 $ 578 $ 3,829 $ 1,000 Dividend income 215,562 Interest income 151 59 18,458 Net transfers authorized by participants (238,168) 83,824 (10,042) 11,003 153,383 Net realized/unrealized appreciation (depreciation) of investments 2,353,995 (2,411) (15,906) (158,078) (18,345) ----------- -------- ----------- ---------- ---------- ----------- ---------- Total sources of net assets 2,117,306 268 116,305 (12,006) (4,325) 214,696 (17,345) Applications of net assets: Withdrawals by participants 31,501 3,000 ------------ -------- ----------- ---------- ---------- ----------- ---------- Increase (decrease) in net assets available for plan benefits 2,117,306 268 84,804 (12,006) (4,325) 211,696 (17,345) Net assets available for plan benefits at beginning of period 140,877,992 920,445 94,875,046 2,539,134 6,669,020 27,308,466 3,518,099 ------------ -------- ----------- ---------- ---------- ----------- ---------- Net assets available for plan benefits at end of period $142,995,298 $920,713 $94,959,850 $2,527,128 $6,664,695 $27,520,162 $3,500,754 ============ ======== =========== ========== ========== =========== ========== Loan Sub- Clearing Account Total Accounts Total ------- ----- -------- ----- Sources of net assets: Contributions by employees $ - $ 21,414 $ - $ 21,414 Dividend income 215,562 215,562 Interest income 18,668 25 18,693 Net transfers authorized by participants - - Net realized/unrealized appreciation (depreciation) of investments 2,159,255 2,159,255 ------ ---------- -------- ---------- Total sources of net assets 2,414,899 25 2,414,924 Applications of net assets: Withdrawals by participants (29,000) 5,501 (34,500) (28,999) ------ ---------- -------- ---------- Increase (decrease) in net assets available for plan benefits 29,000 2,409,398 34,525 2,443,923 Net assets available for plan benefits at beginning of period 4,002,790 280,710,992 257,634 280,968,626 ---------- ------------ -------- ------------ Net assets available for plan benefits at end of period $4,031,790 $283,120,390 $292,159 $283,412,549 ========== ============ ======== ============
- 10 - 34 NALCO CHEMICAL COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND DECEMBER 30, 1993
Nalco Equity U.S. Govt Stable Bond Growth & Stock Income Money Capital Index Balanced Income Fund Fund Market Fund Fund Fund Fund ---- ---- ------ ---- ---- ---- ---- Sources of net assets: Contributions by employees $ 1,142,433 $ - $112,906 $ 6,985,405 $ 106,929 $ 310,094 $ 2,056,640 Dividend income 3,498,240 93,085 108,071 95,996 Interest income 90,826 797 10,910 7,003,680 Transfers from Nalco Chemical Company Employee Stock Ownership Plan 261,788 Net transfers authorized by participants (8,342,487) (11,137,431) 890,113 (17,442,513) 2,427,049 6,321,759 24,557,675 Net realized/unrealized appreciation (depreciation) of investments 5,563,851 1,011,386 310,815 29,001 81,709 1,632,513 ------------- ---------- --------- -------- ------- ---------- ----------- Total sources of net assets 2,214,651 (10,032,163) 1,013,929 (3,142,613) 2,562,979 6,821,633 28,342,824 Applications of net assets: Withdrawals by participants 7,700,855 157,761 93,484 10,203,054 23,845 152,613 1,034,358 -------------- --------- -------- ----------- --------- --------- ---------- Increase (decrease) in net assets available for plan benefits (5,486,204) (10,189,924) 920,445 (13,345,667) 2,539,134 6,669,020 27,308,466 Net assets available for plan benefits at beginning of year 146,364,196 10,189,924 108,220,713 ------------ ------------ -------- ----------- --------- ---------- ----------- Net assets available for plan benefits at end of year $140,877,992 $ - $920,445 $94,875,046 $2,539,134 $6,669,020 $27,308,466 ============ ============ ======== ============ ========== ========== =========== Equity Index Loan Sub- Clearing Fund Account Total Accounts Total ---- ------- ------------ --------- ------------- Sources of net assets: Contributions by employees $ 306,305 $ - $ 11,020,712 $ - $ 11,020,712 Dividend income 3,795,392 3,795,392 Interest income 90,978 7,197,191 3,792 7,200,983 Transfers from Nalco Chemical Company Employee Stock Ownership Plan 261,788 261,788 Net transfers authorized by participants 3,250,364 (524,529) - - Net realized/unrealized appreciation (depreciation) of investments 146,836 8,776,111 8,776,111 -------- ----------- --------- ------- ---------- Total sources of net assets 3,703,505 (433,551) 31,051,194 3,792 31,054,986 Applications of net assets: Withdrawals by participants 185,406 (4,436,341) 15,115,035 (253,842) 14,861,193 -------- ----------- ---------- -------- ---------- Increase (decrease) in net assets available for plan benefits 3,518,099 4,002,790 15,936,159 257,634 16,193,793 Net assets available for plan benefits at beginning of year 264,774,833 264,774,833 ---------- ---------- ------------- -------- ----------- Net assets available for plan benefits at end of year $3,518,099 $4,002,790 $280,710,992 $257,634 $280,968,626 ========== ========== ============ ========= ============
- 11 - 35 SCHEDULE I NALCO CHEMICAL COMPANY PROFIT SHARING INVESTMENT AND PAY DEFERRAL PLAN ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1993
Fair or Contract Identity of Issuer Description of Investment Cost Value - - - - - ------------------ ------------------------- ---- ----- Nalco Chemical Company 3,766,391 shares of common stock $ 53,878,891 $141,214,238 John Hancock Mutual Life Insurance Company Group annuity contract deposit 25,726,368 25,726,368 The Prudential Asset Management Group Group annuity contract deposit 17,393,441 17,393,441 State Mutual Life Assurance Company Group annuity contract deposit 13,154,505 13,154,505 Fidelity Investments Hartford Group annuity contract deposit 10,092,262 10,092,262 Life of Georgia Group annuity contract deposit 5,047,091 5,047,091 Sun Life America Group annuity contract deposit 5,055,776 5,055,776 American American Balanced Fund - 530,206 shares 6,826,613 6,664,695 Dreyfus U.S. Government Money Market Fund 918,846 918,846 Neuberger & Berman Guardian Fund 1,479,578 shares 26,632,744 27,520,162 Wells Fargo Wells Fargo Equity Index Fund 305,742 shares 3,380,002 3,500,754 Wells Fargo Bond Index Fund 241,138 shares 2,507,011 2,527,128 The Northern Trust Company Collective short-term investment fund 20,484,915 20,484,915 ------------ ------------ $191,098,465 $279,300,181 ============ ============
36 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-8 (Number 2-97131) of our report dated January 25, 1994, except Note 17, which is as of February 3, 1994, which appears on page 16 of the 1993 Annual Report to Shareholders of Nalco Chemical Company, which is incorporated by reference in Nalco Chemical Company's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 9 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated March 21, 1994 appearing on pages 2 of the Annual Report of the Nalco Chemical Company Profit Sharing, Investment and Pay Deferral Plan on Form 11-K for the one day ended December 31, 1993. Price Waterhouse Chicago, Illinois June 24, 1994 -----END PRIVACY-ENHANCED MESSAGE-----