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: May 4,
2005
NALCO
HOLDING COMPANY
Delaware 011-32342 16-1701300
(State of
Incorporation) (Commission
File Number) (IRS
Employer Identification Number)
1601 W.
Diehl Rd., Naperville, IL 60005
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 flowing
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 May 4,
2005, Nalco Holding Company announced its first 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 “non-GAAP financial measures.” Specifically, the
release refers to:
EBITDA is
not a measurement recognized in accordance with generally accepted accounting
principles (GAAP) and should not be viewed as an alternative to GAAP measures of
performance. Furthermore, this measure may not be consistent with similar
measures presented 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 May 4, 2005, describing its
results for its first quarter 2005 sales and earnings results.
|
The
information in this Form 8-K and the exhibit attached hereto shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934
(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: May
4, 2005