8K Nalco Holding Company 3rd Q results 11105
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of
Report: November
1, 2005
NALCO
HOLDING COMPANY
Delaware
001-32342 16-1701300
(State
of
Incorporation) (Commission
File Number) (IRS
Employer Identification Number)
1601
W.
Diehl Rd., Naperville, IL 60563
630-305-1000
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
2.02. Results
of Operations and Financial Conditions
On
October 31, 2005, Nalco Holding Company announced its third quarter 2005 sales
and earnings results. A copy of that release is being furnished to the SEC
as an
exhibit to this form.
This
earnings press release includes several
non-GAAP measures. Management believes that discussion of these measures
provides investors with additional insight into the ongoing operations of Nalco
Holding Company. Non-GAAP measures are reconciled to the closest GAAP measure
in
schedules attached to the press release. Adjusted EBITDA is a non-GAAP measure
used to determine compliance with the Company’s debt covenants. Reconciliation
to net income is included in Attachment 5. Free Cash Flow is reconciled on
Attachment 6 to Cash from Operations as shown on Nalco’s Cash Flow Statement,
and is defined as Cash from Operations less Capital Expenditures and Minority
Interest charges. Adjustments to net income are identified in Attachment 7.
The
adjustments represent those items included in Nalco’s income statement that are
either one-time in nature, support incremental cost reduction programs, or
- in
the case of the profit-sharing reimbursements by our former owner - are unusual
when compared to other companies. In addition, Nalco discusses sales growth
in
terms of nominal (actual), organic (nominal less foreign currency and
acquisition/divestiture/merger/joint venture impacts), and real (organic growth
less that portion of the growth which consists of price increases that simply
pass along higher raw and purchased material costs). The non-GAAP measures
should not be viewed as an alternative to GAAP measures of performance.
Furthermore, these measures may not be consistent with similar measures provided
by other companies.
Item
9.01. Financial
Statements and Exhibits
The
following exhibit is furnished pursuant to Item 9.01 of Form 8-K:
| (99.1) |
Press
release of Nalco Holding Company, dated October 31, 2005, describing
its
third quarter 2005 sales and earnings results.
|
The
information in this Form 8-K and the exhibit attached hereto, pursuant to Item
2.02, shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) and shall not be
incorporated by reference into any filings under the Securities Act or the
Exchange Act.
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.
NALCO
HOLDING COMPANY
/s/
Stephen N. Landsman
Secretary
Date:
November 1, 2005