<PAGE> 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)
<PAGE> 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
<PAGE> 3
NALCO CHEMICAL COMPANY
PROFIT SHARING, INVESTMENT
AND PAY DEFERRAL PLAN
FINANCIAL STATEMENTS
AND SCHEDULES
DECEMBER 30, 1993 AND 1992
<PAGE> 4
NALCO CHEMICAL COMPANY PROFIT SHARING,
INVESTMENT AND PAY DEFERRAL PLAN
FINANCIAL STATEMENTS
AND SCHEDULES
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
Note: All other schedules have been omitted because
they are not applicable
<PAGE> 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.
<PAGE> 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
<PAGE> 7
NALCO CHEMICAL COMPANY
PROFIT SHARING, INVESTMENT AND PAY DEFERRAL PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 30, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
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
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
- 3 -
<PAGE> 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
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
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
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
- 4 -
<PAGE> 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 -
<PAGE> 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):
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
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
</TABLE>
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 -
<PAGE> 11
At December 30, 1993 and 1992, distributions payable to former participants
were as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
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
=========== ===========
</TABLE>
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 -
<PAGE> 12
NOTE 5 - INVESTMENTS:
The cost of investments and number of shares or units held at December 30, 1993
and 1992 were as follows:
<TABLE>
<CAPTION>
1993 1992
-------------------------- -------------------------
Shares or Shares or
Units Cost Units Cost
-------------------------- -------------------------
<S> <C> <C> <C> <C>
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
============ ============
</TABLE>
- 8 -
<PAGE> 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:
<TABLE>
<CAPTION>
Fair or
Shares or Contract
Units Cost Value
--------------------------------------------------
<S> <C> <C> <C>
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
</TABLE>
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 -
<PAGE> 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
<TABLE>
<CAPTION>
Nalco U.S. Govt Stable Bond Growth & Equity
Stock Money Mkt Capital Index Balanced Income Index
Fund Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
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
============ ======== =========== ========== ========== =========== ==========
<CAPTION>
Loan Sub Clearing
Account Total Accounts Total
------- ----- -------- ------
<S> <C> <C> <C> <C>
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
============ ============ ======== ============
</TABLE>
- 10 -
<PAGE> 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
<TABLE>
<CAPTION>
Nalco Fixed Equity
Stock Fund Income Fund Income Fund Total
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
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
============ ============ ============ ============
</TABLE>
- 11 -
<PAGE> 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
<TABLE>
<CAPTION>
Nalco Equity U.S. Govt Stable
Stock Income Money Capital
Fund Fund Market Fund
---- ---- ------ ----
<S> <C> <C> <C> <C>
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
============ =========== ========== ===========
<CAPTION>
Bond Growth & Equity
Index Balanced Income Index Loan Sub- Clearing
Fund Fund Fund Fund Account Total Accounts Total
---- ---- ---- ---- ------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== ========== =========== ========== ========== =========== ========= ============
</TABLE>
- 12 -
<PAGE> 17
NALCO CHEMICAL COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
AS OF DECEMBER 30, 1992
<TABLE>
<CAPTION>
Nalco Fixed Equity
Stock Fund Income Fund Income Fund Total
---------- ----------- ----------- -----
<S> <C> <C> <C> <C>
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
============ ============ ============= ============
</TABLE>
- 13 -
<PAGE> 18
SCHEDULE I
NALCO CHEMICAL COMPANY PROFIT SHARING
INVESTMENT AND PAY DEFERRAL PLAN
ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 30, 1993
<TABLE>
<CAPTION>
Fair or
Contract
Identity of Issuer Description of Investment Cost Value
- - - - - ------------------ ------------------------- ---- -----
<S> <C> <C> <C>
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
============ ============
</TABLE>
<PAGE> 19
SCHEDULE 11
MALCO CHEMICAL COMPANY
PROFIT SHARING INVESTMENT AND PAY DEFERRAL PLAN
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 30, 1993
<TABLE>
<CAPTION>
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
- - - - - ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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 --
</TABLE>
There were no reporatble category (i), (ii), or (iv) transactions for the year
ended December 30, 1993.
<PAGE> 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
<PAGE> 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
<PAGE> 22
[Logo]
NALCO CHEMICAL COMPANY
PROFIT SHARING, INVESTMENT
AND PAY DEFERRAL PLAN
FINANCIAL STATEMENTS
AND SCHEDULES
DECEMBER 31 AND DECEMBER 30, 1993
<PAGE> 23
NALCO CHEMICAL COMPANY PROFIT SHARING,
INVESTMENT AND PAY DEFERRAL PLAN
FINANCIAL STATEMENTS
AND SCHEDULES
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
Note: All other schedules have been omitted because
they are not applicable
<PAGE> 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.
<PAGE> 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
<TABLE>
<CAPTION>
December 31, December 30,
1993 1993
---- ----
<S> <C> <C>
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
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
- 2 -
<PAGE> 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
<TABLE>
<CAPTION>
December 31, December 30,
1993 1993
---- ----
<S> <C> <C>
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
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
- 3 -
<PAGE> 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 -
<PAGE> 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):
<TABLE>
<CAPTION>
1993
----
<S> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
December 31, December 30,
1993 1993
---- ----
<S> <C> <C>
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
=========== ===========
</TABLE>
- 5 -
<PAGE> 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:
<TABLE>
<CAPTION>
December 31, 1993 December 30, 1993
------------------------ --------------------------
Shares or Shares or
Units Cost Units Cost
------------------------ ---------------------------
<S> <C> <C> <C> <C>
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
============ ============
</TABLE>
- 6 -
<PAGE> 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:
<TABLE>
<CAPTION>
Fair or
Shares or Contract
Units Cost Value
--------------------------------------------------
<S> <C> <C> <C>
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
</TABLE>
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 -
<PAGE> 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
<TABLE>
<CAPTION>
Nalco U.S. Govt Stable Bond Growth & Equity
Stock Money Mkt Capital Index Balanced Income Index
Fund Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
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
============ ======== =========== ========== ========== =========== ==========
<CAPTION>
Loan Sub Clearing
Account Total Accounts Total
------- ----- -------- -----
<S> <C> <C> <C> <C>
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
============= ============ ======== ============
</TABLE>
- 8 -
<PAGE> 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
<TABLE>
<CAPTION>
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
---- ---- ---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
============ ======== =========== ========== ========== =========== ========== ==========
<CAPTION>
Sub Clearing
Total Accounts Total
----- -------- -----
<S> <C> <C> <C>
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
============ ======== ============
</TABLE>
- 9 -
<PAGE> 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
<TABLE>
<CAPTION>
Nalco U.S. Govt Stable Bond Growth & Equity
Stock Money Capital Index Balanced Income Index
Fund Market Fund Fund Fund Fund Fund
---- ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
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
============ ======== =========== ========== ========== =========== ==========
<CAPTION>
Loan Sub- Clearing
Account Total Accounts Total
------- ----- -------- -----
<S> <C> <C> <C> <C>
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
========== ============ ======== ============
</TABLE>
- 10 -
<PAGE> 34
NALCO CHEMICAL COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
DECEMBER 30, 1993
<TABLE>
<CAPTION>
Nalco Equity U.S. Govt Stable Bond Growth &
Stock Income Money Capital Index Balanced Income
Fund Fund Market Fund Fund Fund Fund
---- ---- ------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
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
============ ============ ======== ============ ========== ========== ===========
<CAPTION>
Equity
Index Loan Sub- Clearing
Fund Account Total Accounts Total
---- ------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
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
========== ========== ============ ========= ============
</TABLE>
- 11 -
<PAGE> 35
SCHEDULE I
NALCO CHEMICAL COMPANY PROFIT SHARING
INVESTMENT AND PAY DEFERRAL PLAN
ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Fair or
Contract
Identity of Issuer Description of Investment Cost Value
- - - - - ------------------ ------------------------- ---- -----
<S> <C> <C> <C>
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
============ ============
</TABLE>
<PAGE> 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
