8K 2Q 2006 Results NHC 8206
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: August
2,
2006
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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
August
1, 2006, Nalco Holding Company announced its second quarter 2006 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 earnings 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 earnings are identified in Attachments 7A and 7B. 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 purchased material and freight costs). The non-GAAP measures
should not be viewed as alternatives 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 August 1, 2006, describing its
second quarter 2006 sales and earnings results.
|
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:
August 2, 2006