Nalco Holding Co - Current report filing (8-K)
April 30 2008 - 12:51PM
Edgar (US Regulatory)
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 (Date of earliest event
reported): April 29,
2008
NALCO
HOLDING COMPANY
(Exact
name of registrant as specified in its charter)
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.
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Results of Operations
and Financial Conditions
|
On April
29, 2008, Nalco Holding Company (the “Company”) announced its first quarter 2008
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 attachments to this press
release, which may also be found at www.nalco.com. Adjusted EBITDA is a non-GAAP
measure used to determine compliance with the Company’s debt covenants.
Reconciliation of Adjusted EBITDA to net earnings is included in Attachment 5.
Free Cash Flow is reconciled on Attachment 6 to Net Cash Provided by Operating
Activities as shown on Nalco’s Cash Flow Statement, and is defined as Net Cash
Provided by Operating Activities less Capital Expenditures and Minority Interest
charges. Adjustments to net earnings are identified in Attachment 7 and add back
the impact of amortization of intangible assets, net of taxes, to provide
investors with a view of the company’s earnings per share that has greater
similarity to companies that have not been acquired in recent years. In
addition, Nalco discusses sales growth in terms of nominal (actual) and organic
(nominal less foreign currency and acquisition/divestiture/merger/joint venture
impacts). 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:
|
|
Press
release of Nalco Holding Company dated April 29, 2008, describing its
first quarter 2008 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
|
|
|
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/s/
Stephen N. Landsman
|
|
Secretary
|
Date:
April 30, 2008
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