NALCO CHEMICAL COMPANY
INDEX
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Page No.
Part I. Financial Information:
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Item 1. Financial Statements
Condensed Consolidated Statements of
Financial Condition - March 31, 1996
(Unaudited) and December 31, 1995.........................................2
Condensed Consolidated Statements of
Earnings (Unaudited) - Three Months
Ended March 31, 1996 and 1995.............................................3
Condensed Consolidated Statements of
Cash Flows (Unaudited) - Three Months
Ended March 31, 1996 and 1995.............................................4
Notes to Condensed Consolidated Financial
Statements (Unaudited)....................................................5
Report of Independent Accountants on
Review of Interim Financial Information...................................8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations.............................................................9
Part II. Other Information:
Item 4. Submission of Matters to a Vote of
Security Holders..........................................................11
Item 6. Exhibits and Reports on Form 8-K...............................................12
Exhibit (11) - Statement Re: Computation
of Earnings Per Share................................................13
Exhibit (15) - Awareness Letter of Independent
Accountants..........................................................15
Exhibit (27) - Financial Data Schedule.......................................................16
Signatures....................................................................17
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PART I. FINANCIAL INFORMATION
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
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March 31, December 31,
1996 1995
(Dollars in millions) (Unaudited)
(Note)
ASSETS
Current assets
Cash and cash equivalents $ 37.7 $ 38.1
Accounts receivable, less allowances
of $4.4 and $4.4, respectively 211.9 220.3
Inventories
Finished products 65.3 62.4
Materials and work in process 31.4 29.0
------- --------
96.7 91.4
Prepaid expenses, taxes and other
current assets 22.2 20.2
-------- --------
Total current assets 368.5 370.0
Investment in and advances
to partnership 132.2 126.2
Discontinued operations-net 46.8 47.1
Goodwill, less accumulated
amortization of $19.6 and
$18.6, respectively 132.1 131.0
Other assets 168.9 175.8
Property, plant and equipment 1,120.5 1,101.6
Less allowances for depreciation (598.3) (581.6)
-------- --------
522.2 520.0
-------- --------
$1,370.7 $1,370.1
======== ========
LIABILITIES/SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt $ 105.5 $ 95.0
Accounts payable 109.5 126.9
Accrued formation and
consolidation expenses 21.4 22.7
Other current liabilities 107.8 111.2
-------- --------
Total current liabilities 344.2 355.8
Long-term debt 209.5 221.5
Deferred income taxes 52.5 53.3
Accrued postretirement benefits 97.9 97.7
Other liabilities 62.8 61.5
Shareholders' equity 603.8 580.3
-------- --------
$1,370.7 $1,370.1
======== ========
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Note: The Statement of Financial Condition at December 31, 1995 has been
derived from the audited financial
statements at that date.
See accompanying Notes to Condensed Consolidated Financial Statements
(Unaudited).
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
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Three Months Ended
(Amounts in millions, March 31
except per share data) 1996 1995
Net sales $301.9 $292.5
Operating costs and expenses
Cost of products sold 135.0 128.5
Operating expenses 123.1 115.3
------ ------
258.1 243.8
Operating earnings 43.8 48.7
Other income (expense)
Interest and other income 0.5 1.3
Interest expense(3.7) (4.1)
Equity in earnings of partnership 6.4 5.6
------ ------
Earnings from continuing operations
before income taxes 47.0 51.5
Income taxes 17.0 18.6
------ ------
Earnings from continuing operations 30.0 32.9
Discontinued operations, net of income taxes 1.8 4.9
------ ------
Net earnings $ 31.8 $ 37.8
====== ======
Per common share - Primary
Earnings from continuing operations $ 0.40 $ 0.44
Discontinued operations,
net of income taxes 0.03 0.07
------ ------
Net earnings $ 0.43 $ 0.51
====== ======
Per common share - Fully diluted
Earnings from continuing operations $ 0.38 $ 0.41
Discontinued operations,
net of income taxes 0.02 0.07
------ ------
Net earnings $ 0.40 $ 0.48
====== ======
Per common share - Cash dividends $ 0.25 $ 0.24
====== ======
Average primary shares outstanding
(in thousands) 67,529 68,298
Average fully diluted shares
outstanding (in thousands) 75,511 76,374
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
(Unaudited).
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Three Months Ended
March 31
(Dollars in millions) 1996 1995
------ -----
Cash provided by (used for)
operating activities
Net earnings $ 31.8 $ 37.8
Adjustments not affecting cash
Depreciation and amortization 24.1 21.6
Other, net (3.8) (13.1)
Changes in current assets and
liabilities (16.9) 6.4
------ ------
Net cash provided by operations 35.2 52.7
------ ------
Investing activities
Additions to property,
plant and equipment (27.3) (27.1)
Other 3.3 (7.9)
------ ------
Net cash used for
investing activities (24.0) (35.0)
------- ------
Financing activities
Cash dividends (19.7) (19.2)
Changes in short-term debt 6.5 12.2
Changes in long-term debt (1.9) (0.1)
Common stock reacquired - (18.8)
Other 2.8 5.5
------ ------
Net cash used for
financing activities (12.3) (20.4)
------ ------
Effects of foreign exchange
rate changes 0.7 1.8
------ ------
Decrease in cash and
cash equivalents $ (0.4) $ (0.9)
====== ======
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
(Unaudited).
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 1996
NOTE A -- BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared,
without audit, in accordance with the instructions to Form 10-Q and therefore do
not include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles. Financial information as of December
31 has been derived from the audited financial statements of the Company, but
does not include all disclosures required by generally accepted accounting
principles.
It is the opinion of management that the unaudited condensed consolidated
financial statements include all adjustments necessary to fairly state the
results of operations for the three month periods ended March 31, 1996 and 1995.
The results of interim periods are not necessarily indicative of results to be
expected for the year. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1995.
The unaudited condensed consolidated financial statements and the related notes
have been reviewed by Nalco's independent accountants, Price Waterhouse LLP. The
Independent Accountants' Review Report is included on page 8.
NOTE B -- SHAREHOLDERS' EQUITY
Shareholders' equity may be further detailed as follows:
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March 31, December 31,
(Dollars in millions, 1996 1995
except per share figures) ----------- --------
Preferred stock par value $1.00 per share; authorized 2,000,000 shares;
Series B ESOP Convertible
Preferred Stock - 399,423 shares
at March 31, 1996 and 399,400
shares at December 31, 1995 $ 0.4 $ 0.4
Series A Junior Participating
Preferred Stock - none issued - -
Capital in excess of par value
of shares 191.3 191.7
Unearned ESOP compensation (159.6) (166.6)
------- -------
32.1 25.5
Common stock -
par value $.1875 per share;
authorized 200,000,000 shares;
issued 80,287,568 shares 15.1 15.1
Capital in excess of par value
of shares 27.8 27.8
Retained earnings 928.3 916.2
Minimum pension liability adjustment (6.0) (6.0)
Foreign currency translation
adjustments (46.9) (48.0)
Common stock reacquired - at cost
12,964,050 shares at
March 31, 1996 and 13,163,155
shares at December 31, 1995 (346.6) (350.3)
------- -------
Total shareholders' equity $ 603.8 $ 580.3
======= =======
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NOTE C - FORMATION AND CONSOLIDATION EXPENSES
The Company adopted a worldwide consolidation plan for manufacturing and support
operations during 1994, primarily as a result of the formation of the
Nalco/Exxon Energy Chemical, L.P. joint venture partnership. The production
volume reduction caused by redundancies associated with the joint venture
formation required the Company to downsize, close, and consolidate operations.
The Company's South Chicago plant was closed, and several European and Latin
American manufacturing and support operations have been or will be closed or
downsized. In addition, certain support functions are being regionalized on a
pan European basis in order to more efficiently serve customers. Certain
redundant assets that were not contributed to the joint venture have been
written down to net realizable value, and assets associated with other programs
have been or will be written off. All of these activities are in process, and
should be largely completed by the end of 1996.
As a result of these plans, the Company recorded a pretax provision of $68
million ($54 million after tax, or 70 cents per share on a fully diluted basis)
in 1994. Included in this provision was the cost of termination benefits for the
elimination of over 400 positions, primarily in the United States and Europe,
including manufacturing and support personnel, totaling approximately $27
million in cash. Costs associated with facility closings and the disposition of
assets that are no longer productive total approximately $24 million, including
$21 million for non-cash asset write-offs and $3 million in cash payments
associated with asset disposals. The balance of the pretax costs represented
anticipated cash payments for post-closure plant environmental remediation,
legal and consulting fees, and other exit costs. Cash expenditures charged
against the provision to date have been funded through operating cash flows, and
the Company anticipates that future cash expenditures will be similarly funded.
A tax benefit of $14 million, net of tax costs associated with the contribution
of assets to various joint venture entities, was included in the Company's 1994
income tax provision related to the formation and consolidation expenses.
Charges against the provision for formation and consolidation expenses totaled
$25.0 million in 1994, $20.5 million in 1995, and $1.3 million in the first
quarter 1996. Over 300 employees had been terminated as of March 31, 1996. The
following table sets forth the details of activity in the accrual for formation
and consolidation expenses for the first quarter of 1996:
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Balance at Balance at
December 31, Cash Noncash March 31,
(in millions) 1995 Payments Charges 1996
- --------------------------------------------------------------------------------------------------------
Termination
benefits $ 8.1 $ - $ - $ 8.1
Asset
write-downs 7.1 (0.1) (0.7) 6.3
Legal and
consulting 1.5 (0.4) - 1.1
Environmental
remediation 6.0 (0.1) - 5.9
- -----------------------------------------------------------------------------------------------------------
Total $22.7 $(0.6) $(0.7) $21.4
============================================================================================================
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NOTE D -- IMPAIRMENT OF LONG-LIVED ASSETS
Effective January 1, 1996, the Company implemented Statement of Financial
Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires
companies to review long-lived assets, including identifiable intangibles and
goodwill, for indicators of impairment. The effect of adopting SFAS 121 was not
material.
NOTE E -- SUBSEQUENT EVENT
On April 22, 1996, the Venezuelan government liberalized the Venezuelan bolivar
from the previously fixed exchange rate of 290 bolivars per U.S. dollar. The
liberalized bolivar now is trading in the approximate range of 465 to 500
bolivars per U.S. dollar. The effect of this devaluation of the bolivar on the
Company's and Nalco/Exxon's operations in Venezuela is estimated to result in
a net charge to the Company's 1996 earnings from continuing operations of
approximately $1.2 million.
REPORT OF INDEPENDENT ACCOUNTANTS ON REVIEW
OF INTERIM FINANCIAL INFORMATION
To the Board of Directors and
Shareholders of Nalco Chemical Company
We have reviewed the accompanying interim financial information of Nalco
Chemical Company and consolidated subsidiaries as of March 31, 1996, and for the
three month period then ended. This interim financial information is the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial information for it to be in conformity
with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the statement of consolidated financial condition as of December 31, 1995, and
the related statements of consolidated earnings, of cash flows and of common
shareholders' equity for the year then ended (not presented herein), and in our
report dated February 2, 1996, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated statement of financial condition as of
December 31, 1995, is fairly stated in all material respects in relation to the
statement of consolidated financial condition from which it has been derived.
Price Waterhouse LLP
By: Robert R. Ross
Engagement Partner
April 18, 1996
Chicago, Illinois
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
First Quarter 1996 Operations Compared to First Quarter 1995
On February 2, 1996, Nalco announced its plan to dispose of its superabsorbent
chemicals business. The results of this business are now reported as
discontinued operations. The operations and the net assets of this business are
held for sale. The Unaudited Condensed Consolidated Statements of Earnings
presented in Part I, Item 1 of this Form 10-Q reflect the superabsorbent
chemicals business as discontinued operations.
Sales from continuing operations for the quarter increased 3 percent over last
year. This increase would have been 5 percent, excluding 1995 sales of $4.5
million related to business that was transferred to the Nalco/Exxon joint
venture as of the beginning of 1996. Most of this amount was included last year
in the Company's Pacific Division sales. Sales by the Water and Waste Treatment
Division were unchanged from last year, as modest increases were reported by the
Basic Industry, UNISOLV(R) and WATERGY(R) Groups. The Process Chemicals Division
reported a 10 percent sales improvement, with double-digit growth posted by the
Pulp and Paper Chemicals Group. Solid gains were also reported by the General
Industry and the Mining and Mineral Processing Chemical Groups. Sales by the
European Division were comparable to a year ago. The Latin American Division
reported a 15 percent increase over last year, with double-digit gains reported
by all units except Brazil and Colombia. Pacific Division sales were down 4
percent from the same period last year as a result of the business that was
transferred this quarter to the Nalco/Exxon joint venture. Excluding those
amounts from 1995 sales, Pacific Division sales were up 8 percent, with
double-digit gains reported by subsidiaries in Indonesia and Korea. Sales by
Nalco's former affiliate company in India, which became a majority-owned
subsidiary in the fourth quarter of 1995, contributed to growth in the region.
The gross margin was 55.3 percent, down 0.8 percentage points from last year's
rate of 56.1 percent. Gross margins in the United States decreased from a year
ago primarily as a result of higher raw material costs, manufacturing expenses
and one-time start up costs for a new colloidal silica production facility.
Gross margins of International Divisions were slightly lower on a combined
basis. Lower margins in Europe were partly offset by improved margins in Latin
America.
Operating expenses (selling, service, research, etc.) were up $7.8 million or 7
percent over last year, primarily due to the addition of sales engineers during
1995.
Interest and other income was down $0.8 million from last year primarily as a
result of a decrease in interest income, reflecting lower invested balances.
Interest expense declined $0.4 million from last year, which was mainly
attributable to the Company's Brazilian subsidiary.
Nalco's equity in earnings of Nalco/Exxon for the first quarter 1996 was $6.4
million, a $0.8 million improvement over the $5.6 million reported last year.
The increase was largely attributable to the business that was transferred to
Nalco/Exxon as of the beginning of 1996.
The effective tax rate was 36.2 percent for the first quarter 1996, comparable
to the effective tax rate for the first quarter 1995.
Earnings from continuing operations as a percent to sales was 9.9 percent for
the first quarter 1996, compared to 11.2 percent for the first quarter 1995.
Fully diluted earnings per share from continuing operations were 38 cents for
the quarter, compared to 41 cents per share last year. Effective January 1,
1996, the Company implemented Statement of Financial Accounting Standards No.
121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," which requires companies to review
long-lived assets, including identifiable intangibles and goodwill, for
indicators of impairment. The effect of adopting SFAS 121 was not material.
On April 22, 1996, the Venezuelan government liberalized the Venezuelan bolivar
from the previously fixed exchange rate of 290 bolivars per U.S. dollar. The
liberalized bolivar now is trading in the approximate range of 465 to 500
bolivars per U.S. dollar. The effect of this devaluation of the bolivar on the
Company's and Nalco/Exxon's operations in Venezuela is estimated to result in a
net charge to the Company's 1996 earnings from continuing operations of
approximately $1.2 million.
Changes in Financial Condition
Cash and cash equivalents decreased by $0.4 million during the quarter as
detailed in the Unaudited Condensed Consolidated Statement of Cash Flows.
Days sales outstanding were 62 days at March 31, 1996, down slightly from the 64
days at the end of 1995. Working capital at March 31, 1996 totaled $24.3
million, up from the $14.2 million at last year end. The ratio of current assets
to current liabilities was 1.1 to 1 at March 31, 1996.
Capital investments totaled $27.3 million for the first quarter. Major
expenditures were for additional PORTA-FEED(R) units and automobiles for the
sales force.
Primarily as a result of the formation of the Nalco/Exxon joint venture, the
Company adopted a worldwide consolidation plan for manufacturing and support
operations during 1994. Charges against the provision for formation and
consolidation expenses totaled $1.3 million during the first quarter 1996. (See
Note C).
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Nalco Chemical Company was held on April
18, 1996, for the purpose of electing three Class III directors for a three-year
term; approving the appointment of independent accountants; and approval of the
Employee Stock Compensation Plan, the amended Performance Share Plan, the
amended Management Incentive Plan and the Non-employee Directors Stock
Compensation Plan. Proxies for the meeting were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934 and there was no solicitation in
opposition to management's solicitation. All of management's nominees for
directors as listed in the proxy statement were elected.
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The vote electing the individual directors was as follows:
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Shares Voted Shares
Class III Director "For" Withheld
H. G. Bernthal 65,786,513 1,049,211
W. A. Pogue 65,729,595 1,106,129
J. J. Shea 65,754,583 1,081,141
The appointment of Price Waterhouse as independent accountants for the Company
was approved by the following vote:
Shares Voted Shares Voted Shares
"For" "Against" Abstaining
66,275,914 390,811 168,999
The amended Performance Share Plan effective as of February 16, 1996 was
approved as follows:
Shares Voted Shares Voted Shares
"For" "Against" Abstaining
63,032,151 3,206,276 597,297
The amended Management Incentive Plan effective as of January 1, 1996 was
approved as follows:
Shares Voted Shares Voted Shares
"For" "Against" Abstaining
62,676,063 3,474,814 684,847
</TABLE>
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The Employee Stock Compensation Plan effective as of January 1, 1996 was
approved as follows:
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Shares Voted Shares Voted Shares
"For" "Against" Abstaining Broker Non-Votes
40,750,821 20,634,540 333,510 5,116,853
The Non-employee Directors Stock Compensation Plan effective as of January 1,
1996 was approved as follows:
Shares Voted Shares Voted Shares
"For" "Against" Abstaining Broker Non-Votes
48,111,384 12,890,645 718,842 5,114,853
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
(11) Statement Re: Computation of Earnings Per Share
(15) Awareness Letter of Independent Accountants
(27) Financial Data Schedule
(b) The Registrant did not file any reports on Form 8-K during the
three months ended March 31, 1996.
NALCO CHEMICAL COMPANY
(Registrant)
Date: May 13, 1996 W. E. BUCHHOLZ
----------------------
W. E. Buchholz - Vice President,
Chief Financial Officer
Date: May 13, 1996 S. J. GIOIMO
--------------------
S. J. Gioimo - Secretary
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NALCO CHEMICAL COMPANY
(Registrant)
Date: May 13, 1996
W. E. Buchholz - Vice President,
Chief Financial Officer
EXHIBIT (11)
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
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Three Months Ended
(Amounts in thousands, March 31
except per share data) 1996 1995
------ -----
Primary
Average shares outstanding 67,223 67,837
Net effect of dilutive stock options and shares contingently issuable -
based on the treasury stock method
using average market price 306 461
-------- --------
TOTALS 67,529 68,298
======== ========
Earnings from continuing operations $ 30,008 $ 32,833
Discontinued operations,
net of income taxes 1,765 4,938
------- --------
Net earnings 31,773 37,771
Preferred stock dividends,
net of income taxes (2,855) (2,816)
--------- --------
Net earnings to
common shareholders $ 28,918 $ 34,955
======== ========
Per share amounts:
Earnings from continuing operations $ 0.40 $ 0.44
Discontinued operations,
net of income taxes 0.03 0.07
------- -------
Net earnings to common shareholders $ 0.43 $ 0.51
======= =======
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EXHIBIT (11)
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
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Three Months Ended
(Amounts in thousands, March 31
except per share data) 1996 1995
------ -----
Fully diluted
Average shares outstanding 67,223 67,837
Average dilutive effect of
assumed conversion of ESOP
Convertible Preferred shares 7,982 8,076
Additional shares assuming exercise of dilutive stock options and shares
contingently issuable-based on the treasury stock method using the quarter-end
market price, if higher than average
market price 306 461
------- -------
TOTALS 75,511 76,374
======= =======
Earnings from continuing operations $ 30,008 $ 32,833
Discontinued operations,
net of income taxes 1,765 4,938
-------- --------
Net earnings 31,773 37,771
Additional ESOP contribution
resulting from assumed
conversion, net of income taxes (1,141) (1,206)
Tax adjustment on assumed
common dividends (230) (205)
------- --------
Net earnings to
common shareholders $ 30,402 $ 36,360
======== ========
Per share amounts
Earnings from continuing operations $ 0.38 $ 0.41
Discontinued operations,
net of income taxes 0.02 0.07
------- -------
Net earnings to common shareholders $ 0.40 $ 0.48
======= =======
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EXHIBIT (15)
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Nalco Chemical Company has included our report
dated April 18, 1996 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in the Prospectuses
constituting part of its Registration Statements on Form S-3
(Nos. 33-57363, 33-53111, 33-9934, and 2-97721) and Form S-8
(Nos. 33-54377, 33-38033, 33-38032, 33-29149, 2-97721, 2-97131
and 2-82642). We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
Price Waterhouse LLP
By: Robert R. Ross
Engagement Partner
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<ARTICLE> 5
EXHIBIT (27)
FINANCIAL DATA SCHEDULE
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AT MARCH 31, 1996 AND THE
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED MARCH
31, 1996 OF NALCO CHEMICAL COMPANY AND SUBSIDIARIES AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> $ 37,700,000
<SECURITIES> 0
<RECEIVABLES> 216,300,000
<ALLOWANCES> (4,400,000)
<INVENTORY> 96,700,000
<CURRENT-ASSETS> 368,500,000
<PP&E> 1,120,500,000
<DEPRECIATION> (598,300,000)
<TOTAL-ASSETS> 1,370,700,000
<CURRENT-LIABILITIES> 344,200,000
<BONDS> 209,500,000
0
400,000
<COMMON> 15,100,000
<OTHER-SE> 588,300,000
<TOTAL-LIABILITY-AND-EQUITY> 1,370,700,000
<SALES> 301,900,000
<TOTAL-REVENUES> 301,900,000
<CGS> 135,000,000
<TOTAL-COSTS> 135,000,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,700,000
<INCOME-PRETAX> 47,000,000
<INCOME-TAX> 17,000,000
<INCOME-CONTINUING> 30,000,000
<DISCONTINUED> 1,800,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,800,000
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.40
</TABLE>
