8K Nalco Holding Co. 3rd Q 2006 Sales and Earnings Release
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, 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:
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, 2006, Nalco Holding Company
announced its third 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
(c)
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,
2006, describing its third 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: November 1, 2006